Exhibit 10.12


 


No.:
0380300008-2017 N (N. E.) Z. No. 00083





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Online
Revolving Loan Contract


 


(Enterprise
Edition) (2016 Version)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Special
note: This Contract is concluded and entered into by and between lending and borrowing parties per consultation pursuant to law
on the basis of equality and voluntariness, and all contract terms and conditions are demonstrating the genuine intention of both
parties. In order to safeguard legal rights and interests of the Borrower, the Lender hereby reminds the Borrower to pay adequate
attention to all terms and conditions regarding the rights and obligations of both parties, especially the contents in bold.


 






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	Lender:	Industrial
    and Commercial Bank of China Limited Qingdao Shinan Second Sub-branch
	 	 
	Domicile
    (address):	No.
    12, Hong Kong Middle Road, Shinan District, Qingdao City
	 	 
	Borrower:	Qingdao
    Tiandihui Foodstuffs Co., Ltd.
	 	 
	Legal
    representative:	Cui
    Rongfeng
	 	 
	Domicile
        (address):

         

        Post
        Code: 266000 

         

        Tel:
           /  
	No.
        2521, Tiejueshan Road, Huangdao District, Qingdao City

         

        Fax:
           /   Email:    /  

         

        Contact
        Person:    /   Mobile:    /  



 


Through
equal consultation, the Lender and Borrower has reached an agreement regarding the matter of issuing a loan by Lender to Borrower,
and hereby conclude and enter into this Contract.


 


Part
1 Basic Agreement


  


	Article 1:	Purpose of borrowing




 


The
borrowing hereunder is used for purchasing raw materials. Without written consent of the Lender, the Borrower shall not
use the borrowing for other purpose, and the Lender is entitled to supervise the use of borrowing.


 


	Article 2:	Revolving line of credit and service life




 


		2.1	The
                                         revolving line of credit hereunder is RMB2.8 Million (in words: Two Million
                                         Eight Hundred Thousand) (in case of discrepancy between the amount in words and in
                                         figures, the amount in words shall prevail).



 


		2.2	The
                                         service life of revolving line of credit hereunder is as of the effective date hereof
                                         till July 10, 2018. Within such period, the Borrower may use the foregoing line
                                         of credit revolvingly, provided the amount of withdrawal each time must not be less than
                                         RMB50 Thousand, and the borrowing balance at any time within such period must
                                         not exceed the revolving line of credit. As agreed by the lending and borrowing parties
                                         per consultation, the service life of revolving line of credit may be extended, and both
                                         parties shall otherwise sign the “Online Revolving Loan Contract Elements Modification
                                         Agreement”.



 


		2.3	The
                                         term of borrowing for each withdrawal by the Borrower starts from the actual withdrawal
                                         date until the agreed repayment date, subject to the record in receipt for a loan, but
                                         the term of borrowing for each withdrawal shall be 7 days at least and 1 year at most.



 






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		2.4	The
                                         withdrawal within the service life of revolving line of credit hereunder is carried out
                                         according to the following Subparagraph (1):



 


		(1)	Committed
                                         withdrawal, namely under the precondition of conforming to contract agreement, within
                                         the revolving line of credit and its service life, the Borrower may make withdrawal and
                                         repayment at any time. (Except for the circumstances caused by factors such as adjustment
                                         of national policy etc.)



 


		(2)	Conditional
                                         withdrawal, namely under the precondition of conforming to contract agreement, within
                                         the revolving line of credit and its service life, the Borrower may apply for withdrawal
                                         at any time, but the Lender may decide whether or not to issue borrowing and release
                                         time according to its permissive condition of credit capital allocation.



 


	Article 3:	Interest rate and interest




 


		3.1	[Method
                                         of determining borrowing rate]



 


The
borrowing rate is determined according to the following No. (3) method:


 


		(1)	Fixed
                                         interest rate, annual interest rate is   /   %, and it remains unchanged within the
                                         validity period of contract.



 


		(2)	The
                                         borrowing rate is determined by the benchmark interest rate plus a floating range, among
                                         them, the benchmark interest rate is the People’s Bank of China’s benchmark lending rate
                                         at the level corresponding to the term of such borrowing on withdrawal date, the floating
                                         range is / % / (upward/downward/zero), and the floating range remains unchanged
                                         within the contract period. After the Borrower’s withdrawal, the borrowing rate takes
                                         / (1/3/6/12) months as a period and will be adjusted at every one period to calculate
                                         the interest by stage. The date of determining the interest rate for the second period
                                         will be the corresponding date after the expiry of one period after withdrawal date,
                                         if such date corresponding to withdrawal date is not available in the month of adjustment,
                                         then the corresponding date will be the last day of such month, and the same shall apply
                                         thereafter.



 






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		(3)	The
                                         interest rate for every borrowing is determined by the benchmark interest rate plus floating
                                         range, among them, the benchmark interest rate is the Loan Prime Rate (LPR) of year
                                         (year/month) term published by National Interbank Funding Center on the working day
                                         before the date of issuing every borrowing, the floating range is / % (upward/downward/zero)
                                         or plus (plus/minus/zero) 92 base point(s) (one base point represents 0.01%).
                                         The borrowing rate after the withdrawal of every borrowing will be determined according
                                         to the following No. A method:



 


		A.	It
                                         takes 3 (1/3/6/12) month(s) as a period and will be adjusted at every one period
                                         to calculate the interest by stage. The date of determining the interest rate for the
                                         second period and each period thereafter will be corresponding date after the expiry
                                         of one period after the withdrawal of every borrowing, the Lender will adjust the borrowing
                                         rate according to the floating range and Loan Prime Rate published by National Interbank
                                         Funding Center for the term mentioned above on the working day before such day. If the
                                         date corresponding to withdrawal date is not available in the month of adjustment, then
                                         the corresponding date will be the last day of such month. If National Interbank Funding
                                         Center has not published the loan prime rate for corresponding term on the working day
                                         before the date of determining interest rate, then it shall be subject to the loan prime
                                         rate published by National Interbank Funding Center on the previous working day, and
                                         so on.



 


		B.	It
                                         will not be adjusted during the entire term of borrowing.



 


		(4)	Other:
                                         _______________________ /   __________________________________________



 


		3.2	Interest
                                         will be calculated on daily basis for the borrowing hereunder starting from the actual
                                         withdrawal date, and will be settled on monthly (monthly/quarterly/semi-annually)
                                         basis. Upon borrowing maturity, the interest shall be paid off together with the principal.
                                         Among them, daily interest rate=annual interest rate/360.



 


		3.3	The
                                         overdue punitive interest rate hereunder is determined by charging extra 50% based
                                         on the original borrowing rate, and the punitive interest rate for misappropriation of
                                         borrowing is determined by charging extra 100% based on the original borrowing
                                         rate.



 


		3.4	Apart
                                         from interest, the Lender may charge the Borrower the commitment fee, which will be charged
                                         from Borrower in a lump sum or by installments according to the balance between the amount
                                         of this Contract and the amount already withdrawn by the Borrower (average daily balance
                                         within charging period), the rate will be determined according to 3%-5% annual rate,
                                         or may be charged according to agreement.



 


		3.5	For
                                         charging related inquiry (complaint), please call 95588 or contact the Lender’s banking
                                         office.



 


	Article 4:	Withdrawal




 


The
Borrower may withdraw the borrowing hereunder through the following method:


 


		(1)	Withdraw
                                         the borrowing directly from the banking office designated by the Lender.



 


		(2)	Self-help
                                         withdraw the borrowing through the online banking of ICBC.



 






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	Article 5:	Repayment




 


The
Borrower shall make bullet repayment of the borrowing hereunder upon the maturity date of borrowing, and may also make early repayment
through the Lender’s banking office or online banking of ICBC as agreed herein, apart from the last repayment, the amount
of early repayment shall not be less than RMB   /  .


 


	Article 6:	Account




 


The
Borrower shall open an account at place of Lender or designate the following account as the special account for withdrawal and
repayment: [_].


 


	Article 7:	Guarantee




 


If
the borrowing hereunder is a maximum guaranteed loan, the corresponding maximum guarantee contracts are as follows:


 


Name
of the Maximum Guarantee Contract: 1 Maximum Mortgage Contract (No.: 0380300008-2014 N N. E. (D) Z. No. 00134;
0380300008-2015 N N. E. (D) Z. No. 0064)


 


The
Mortgagor: Cui Rongfeng


 


Name
of the Maximum Guarantee Contract: 2 Maximum Guarantee Contract (No.: 0380300008-2016 N N. E. (B) Z. No. 0810)



 


The
Guarantor: Cui Rongfeng, Wang Yanjuan


  


	Article 8:	Dispute settlement




 


The
conclusion, effectiveness, interpretation, performance and dispute settlement of this Contract will be governed by the laws of
the People’s Republic of China. During contract performance, for all disputes arising herefrom or related hereto, the interested
parties shall first settle through consultation. If consultation fails, a lawsuit may be filed to the competent court at the place
of Lender for settlement.


 


	Article 9: 	Miscellaneous




 


This
Contract is made in duplicate, the Borrower and Lender holds one copy respectively, and both of them shall have
the same legal effect.


 


	Article 10:	Other matters agreed by both parties




 


Without
written consent of the Lender, the Borrower shall not provide assured guarantee externally, otherwise it will be deemed as breach
of contract, and the Lender is entitled to early announce the maturity of financing and recover the financing.


 


	Industrial
    and Commercial Bank of China Limited Qingdao Shinan Second Sub-branch (Seal)	Qingdao
    Tiandihui Foodstuffs Co., Ltd. (Seal)


  






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Part
2 Specific Terms and Conditions


 




	Article 1:	Interest rate and interest




 


		1.1	If
                                         the borrowing rate hereunder adopts floating interest rate, the rules for interest rate
                                         adjustment after the borrowing becomes overdue will still be executed according to the
                                         original method.



 


		1.2	The
                                         expiry date for interest is the 20th day of every calendar month if the interest on borrowing
                                         is settled on monthly basis; and the 20th day of the last calender month of every quarter
                                         if settled on quarterly basis; and on June 20 and December 20 every year if settled on
                                         semi-annually basis.



 


		1.3	The
                                         first interest period starts from the Borrower’s actual withdrawal date till the first
                                         expiry date for interest; the last interest period starts from the next day after end
                                         of previous interest period till the final repayment date; and the rest interest periods
                                         start from the next day after the end of previous interest period till the next expiry
                                         date for interest.



 


		1.4	Interest
                                         of the loan = the borrowing principal * daily interest rate * actual days used. If to
                                         repay average principal plus interest, the calculating formula is as follows:



 


Total
principal plus interest per period = the borrowing principal * interest rate per period * (1+ interest rate per period) number
of repaying period / (1+ interest rate per period) number of repaying period - 1


 


		1.5	In
                                         case of adjustment of measures by the People’s Bank of China for determining the loan
                                         interest rate, then relevant regulations of the People’s Bank of China shall apply for
                                         handling, and the Lender will not serve any further notice to the Borrower.



 


		1.6	When
                                         signing this Contract, if it is determined that the borrowing rate is executed by floating
                                         a certain percentage downwards from relevant loan benchmark interest rate published by
                                         the People’s Bank of China or the Loan Prime Rate (LPR) published by National Interbank
                                         Funding Center, the Lender is entitled to conduct reassessment every year on the preferential
                                         interest rate offered to the Borrower, voluntarily decide to cancel, in whole or in part,
                                         the preferential interest rate offered to the Borrower according to national policy,
                                         Borrower’s credit status and changes in loan guarantee etc., and inform the Borrower
                                         timely.



 


	Article 2:	Withdrawal of borrowing and payment




 


		2.1	Borrower’s
                                         withdrawal of borrowing must satisfy the following preconditions, otherwise the Lender
                                         has no obligation to issue any amount to the Borrower, except for the Lender agrees upon
                                         advance lending:



 


		(1)	Upon
                                         every withdrawal, the statement and guarantee made by the Borrower hereunder are still
                                         authentic, accurate and complete, and no default circumstance has occurred hereunder
                                         or under other contracts signed by and between the Lender and Borrower;



 






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		(2)	Apart
                                         from fiduciary loan, the Borrower has provided corresponding guarantee as required by
                                         the Lender, and relevant guarantee formalities have been gone through, there is no change
                                         adverse to the Lender occurs, and the guarantee quota is adequate.



 


		(3)	If
                                         the Borrower withdraws the borrowing through online banking of ICBC, the “Industrial
                                         and Commercial Bank of China Online Banking Enterprise Customer Service Agreement”
                                         signed by and between the Borrower and Lender is always valid.



 


		(4)	For
                                         conditional revolving withdrawal, the Lender has sufficient allocatable credit fund.
                                         For committed revolving withdrawal, the Lender has sufficient allocatable credit fund
                                         at the last day of the month. The allocatable credit fund means the credit scale formulated
                                         by the Lender and disbursable to a specific domain within a certain period according
                                         to the relevant credit policy of the country.



 


		2.2	If
                                         the Borrower withdraws the borrowing through the banking office designated by the Lender,
                                         the Borrower shall fill in and submit corresponding receipt for a loan to the Lender
                                         at least five banking days in advance. Once the receipt for a loan has been submitted,
                                         it cannot be revoked without written consent of the Lender.



 


		2.3	If
                                         the Borrower withdraws the borrowing through online banking of ICBC, the Borrower shall
                                         sign the “Industrial and Commercial Bank of China Online Banking Enterprise Customer
                                         Service Agreement” with the Lender, commit to comply with “Industrial and Commercial
                                         Bank of China Online Banking Regulations” and relevant transaction rules, and operate
                                         according to relevant transaction rules. The withdrawal instruction submitted by the
                                         Borrower through online banking of ICBC and confirmed by the Lender is deemed as the
                                         receipt for a loan.



 


		2.4	After
                                         the Borrower has satisfied the preconditions, when the Lender has transferred the borrowing
                                         into the account designated by the Borrower, it will be deemed as the Lender has released
                                         the borrowing as agreed in this Contract.



 


		2.5	Pursuant
                                         to relevant regulatory provisions and Lender’s management requirements, for the borrowing
                                         withdrawn and used by adopting Lender’s entrusted payment, according to the Borrower’s
                                         withdrawal request and payment entrustment, the Lender will pay the borrowing fund to
                                         the payment object conforming to the purpose agreed in this Contract.



 


		2.6	When
                                         handling entrusted payment, upon withdrawal, the Lender shall provide Borrower the account
                                         information of its payment object and supporting documents proving that the withdrawal
                                         meets the agreed purpose. The Borrower shall guarantee that all materials provided to
                                         the Lender are authentic, complete and effective.



 






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		2.7	When
                                         handling entrusted payment, the Lender only carries out formal examination on relevant
                                         materials such as information of payment object, supporting documents on borrowing usage
                                         etc. provided by the Borrower, if the Lender fails to complete the entrusted payment
                                         in due time due to relevant materials provided by the Borrower are not authentic, accurate
                                         and complete, the Lender will not bear any responsibility therefor.



 


		2.8	If
                                         per examination the Lender finds that relevant materials such as usage supporting documents
                                         etc. provided by the Borrower are inconsistent or have other defects, the Lender is entitled
                                         to ask the Borrower to supplement, replace, explain or resubmit relevant materials, before
                                         the Borrower has submitted materials satisfactory to the Lender, the Lender is entitled
                                         to refuse to release and pay relevant amounts.



 


		2.9	According
                                         to the Borrower’s different purposes of borrowing, the Lender is entitled to ask the
                                         Borrower, independent intermediary agency and other related party to issue relevant supporting
                                         documents such as joint certification form etc., and the Borrower will issue and pay
                                         the financing amounts according to such supporting documents.



 


		2.10	If
                                         per examination the Lender thinks the materials provided by the Borrower is consistent
                                         with the purpose of borrowing agreed and the withdrawal is conforming to the agreement
                                         hereof, the Lender will first transfer the borrowing into the account designated by the
                                         Borrower, and then transfer the corresponding amount into the account of Borrower’s payment
                                         object according to the needs and relevant business vouchers submitted by the Borrower.



 


		2.11	In
                                         case of any one of the following circumstances, the Lender is entitled to confirm the
                                         issuing and payment conditions of borrowing again, or stop issuing and paying the borrowing:



 


		(1)	The
                                         Borrower provides false or invalid materials to the Lender to acquire the borrowing;



 


		(2)	The
                                         Borrower encounters material adverse change in production and management, derating of
                                         credit status, or default under this Contract;



 


		(3)	The
                                         Borrower fails to withdraw and pay the borrowing amount as agreed herein, and abnormality
                                         occurs in the use of borrowing amount;



 


		(4)	The
                                         Borrower violates the agreement hereof or relevant regulatory provisions, and evades
                                         the entrusted payment by breaking up the whole into parts;



 


		(5)	The
                                         loan account designated by the Borrower or the account of payment object is frozen or
                                         stopped of payment by competent authority.



 


		2.12	If
                                         the loan account designated by the Borrower or the account of its payment object is frozen
                                         or stopped of payment by competent authority, resulting in the Lender is unable to complete
                                         the entrusted payment in due time as entrusted by the Borrower, the Lender will not bear
                                         any responsibility therefor, and also it will not affect the Borrower’s repayment obligation
                                         already incurred hereunder.



 






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		2.13	If
                                         the borrowing hereunder is self-paid by the Borrower, the Borrower commits to accept
                                         and actively cooperate with the Lender’s examination and supervision on the use condition
                                         including the purpose of financing amount by means of account analysis, voucher checking
                                         and onsite investigation etc., and regularly propose summary report on the use condition
                                         of borrowing as required by the Lender.



 


		2.14	If
                                         the Lender suffers loss due to the materials provided by the Borrower to the Lender are
                                         unauthentic, incomplete or invalid, the Borrower shall compensate.



 


		2.15	Where
                                         the Lender fails to issue and pay the borrowing in due time as agreed herein, the Lender
                                         shall bear the corresponding responsibility for breach of contract, except for otherwise
                                         agreed herein.



 


		2.16	If
                                         due to war, natural disaster and other unforeseeable, unavoidable and insurmountable
                                         force majeure events, or the Lender’s system failure, communication failure and other
                                         accidents, and thereby causing the Lender fail to pay corresponding amounts in due time,
                                         the Lender will not bear any responsibility therefor, but the Lender shall promptly inform
                                         the Borrower by phone or written notice.



 


	Article 3:	Repayment




 


		3.1	The
                                         Borrower shall repay in full the borrowing principal, interest and other payables in
                                         due time as agreed herein. On repayment date and previous banking day before every expiry
                                         date for interest, the Borrower shall deposit the interest payable, principal and other
                                         payables in current period in full into the repayment account opened in or designated
                                         by the Lender, the Lender is entitled to initiatively collect by transfer on such repayment
                                         date or expiry date for interest, or ask the Borrower to cooperate to go through relevant
                                         transfer formalities. If the amounts in repayment account is not sufficient to pay the
                                         Lender all due payables, the Lender is entitled to decide the satisfaction order thereof.



 


		3.2	When
                                         applying for early repayment of borrowing in whole or in part, the Borrower shall propose
                                         written application to the Lender, or submit the early repayment instruction to the Lender
                                         through online banking of Industrial and Commercial Bank of China.



 


		3.3	If
                                         the Lender agrees upon early repayment, on the date of early repayment, the Borrower
                                         shall also pay off the due and payable borrowing principal, interest and other payables
                                         as agreed herein till the date of early repayment at the same time.



 


		3.4	If
                                         the actual term of borrowing is shortened due to the Borrower’s early repayment or the
                                         Lender early recovers the borrowing according to the agreement hereof, the corresponding
                                         grade of interest rate will not be adjusted, and the original borrowing rate shall still
                                         apply.



 






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	Article 4:	Guarantee




 


		4.1	Apart
                                         from fiduciary borrowing, the Borrower shall provide legal and effective guarantee approved
                                         by the Lender for performance of its obligations hereunder. And the guarantee contract
                                         will be signed otherwise.



 


		4.2	If
                                         the collateral hereunder suffers damage, depreciation, ownership dispute, is sealed up
                                         or detained, or the mortgagor arbitrarily disposes the collateral, or adverse change
                                         occurs in financial condition of the guarantor of assured guarantee, or other changes
                                         adverse to the creditor’s rights of the Lender occur, the Borrower shall promptly inform
                                         the Lender and otherwise provide other guarantee approved by the Lender.



 


		4.3	The
                                         Lender is entitled to reappraise the value of the collateral and the guaranty ability
                                         of the guarantor regularly or irregularly. If the appraised value of the collateral is
                                         decreased, or the appraised guaranty ability of the guarantor is reduced, the Borrower
                                         shall provide additional guarantee which shall be equivalent to the value decreased or
                                         ability reduced, or shall provide other guarantee with which the Lender is recognized.



 


		4.4	With
                                         the consent of the Lender, if pledge guarantee is provided by means of account receivable
                                         for the borrowing hereunder, within the validity period of this Contract, in case of
                                         any one of the following circumstances, the Lender is entitled to declare early maturity
                                         of the borrowing; ask the Borrower to immediately repay, in whole or in part, the borrowing
                                         principal and interest; or add the legal, effective and adequate guarantee approved by
                                         the Lender:



 


		(1)	The
                                         bad debt rate of the pledger of account receivable to the payer’s account receivable
                                         rises for 2 consecutive months;



 


		(2)	The
                                         matured but unrecovered account receivable from the payer to the pledger of account receivable
                                         is accounting for over 5% of the payer’s balance of account receivable;



 


		(3)	Trade
                                         dispute (including but not limited to dispute in the aspects of quality, technology and
                                         service) arises between the pledger of account receivable and payer or other third party,
                                         causing the account receivable cannot be repaid on time upon maturity.



 


	Article 5:	Representations and warranties




 


The
Borrower makes the following representation and warranties to the Lender, and such representations and warranties are always valid
within the validity period hereof:


 


		5.1	Possess
                                         the Borrower subject qualification pursuant to law, eligible and capable of signing and
                                         performing this Contract.



 






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		5.2	The
                                         signing of this Contract has acquired all necessary authorizations or approvals, the
                                         signing and performance of this Contract do not violate the provisions of articles of
                                         association, shareholders’ capital contribution agreement, association agreement, partnership
                                         agreement and relevant laws and regulations; nor contradict with the due obligations
                                         under other contracts.



 


		5.3	Other
                                         debts payable have been repaid on time, and there is no malicious default on bank loan
                                         principal and interest.



 


		5.4	There
                                         is no significant lawbreaking behavior in the course of production and management within
                                         the last year, and current senior managerial staffs have no major adverse record.



 


		5.5	All
                                         documents and materials provided to the Lender are authentic, accurate, complete and
                                         effective, and there is no false record, major omission or misleading statement.



 


		5.6	The
                                         litigation, arbitration or claim event involved in by the Borrower is not concealed from
                                         the Lender.



 


		5.7	Has
                                         learned and fully understood all kinds of transaction rules of the e-banking system of
                                         ICBC online banking related to this Contract.



 


	Article 6:	Borrower’s commitment




 


		6.1	Withdraw
                                         and use the borrowing according to the term and purpose agreed herein, the borrowing
                                         amount will not be used for repaying the principal and interest of loan, nor in any way
                                         flow into securities market, futures market or real estate market; nor be used for other
                                         purpose prohibited or restricted by relevant laws and regulations.



 


		6.2	Repay
                                         the borrowing principal, interest and other payables as agreed herein.



 


		6.3	Accept
                                         and actively cooperate with the Lender’s examination and supervision on the use condition
                                         including the purpose of borrowing fund by means of account analysis, voucher checking
                                         and onsite investigation etc., and regularly propose summary report on the use condition
                                         of borrowing fund as required by the Lender.



 


		6.4	Accept
                                         the Lender’s credit checks, promptly provide authentic, accurate and complete financial
                                         materials and other materials reflecting the Borrower’s debt paying ability as required
                                         by the Lender, including all banks of deposit, bank accounts, balance of deposits etc.,
                                         and actively assist and cooperate with the Lender for the investigation, understanding
                                         and supervision of its production, management and financial conditions.



 


		6.5	When
                                         proceeding merger, separation, capital reduction, changes in equity, joining in partnership,
                                         withdrawal from partnership, significant assets and creditor’s rights transfer, major
                                         foreign investment, substantial increase of debt financing and other actions might cause
                                         adverse impact on the Lender’s rights and interests, the Borrower shall ask for the Lender’s
                                         written consent in advance.



 






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		6.6	In
                                         case of any one of the following circumstances, inform the Lender promptly:



 


		(1)	Change
                                         of name, official seal, articles of association, domicile, legal representative or responsible
                                         person, contact address etc.



 


		(2)	Discontinuation
                                         of business, dissolution, liquidation, suspension of business for rectification, being
                                         revoked of the business license, being deregistered or filing (being filed) for bankruptcy;



 


		(3)	Involve
                                         in or might involve in major economic dispute, litigation, arbitration; or assets are
                                         sealed up, detained or under compulsory execution; or being filed a case for investigation
                                         or taken punishment measures pursuant to law by competent authority such as judicial
                                         authority, tax authority, industry and commerce organ etc.



 


		(4)	Shareholder,
                                         director and current senior managerial staff or partner and contributor are suspected
                                         of being involved in important case or economic dispute.



 


		6.7	Promptly,
                                         comprehensively and accurately disclose related party relations and related transaction
                                         to the Lender.



 


		6.8	Promptly
                                         sign to receive all kinds of notices sent or served by other means by the Lender.



 


		6.9	Do
                                         not dispose own assets by means of reducing the debt paying ability; the guarantee provided
                                         to the third party does not damage the Lender’s rights and interests.



 


		6.10	Bear
                                         the costs incurred to the Lender in realizing the creditor’s rights hereunder, include
                                         but not limited to attorney fee, assessment fee, auction fee etc.



 


		6.11	The
                                         satisfaction order of Borrower’s debt hereunder is superior to the debt of Borrower owed
                                         to its shareholder, legal representative or responsible person, partner, major contributor
                                         or key management personnel, and shall be at least under equal status as similar debts
                                         owed to other creditors of the Borrower.



 


		6.12	Has
                                         learned and fully understood all kinds of transaction rules of the e-banking system of
                                         ICBC online banking related to this Contract; properly safekeeps customer certificate
                                         and password, all operations by using the Borrower’s customer number (card number), password
                                         or customer certificate will be deemed as the action of Borrower, and electronic information
                                         records generated therefrom will be taken as the proof and the voucher for handling the
                                         debtor-creditor relationship hereunder.



 


		6.13	If
                                         the borrowing hereunder is issued by means of credit, the Borrower commits to regularly
                                         report the situation of external guarantee to the Lender completely, authentically and
                                         accurately. If the guarantee provided externally might affect the performance of obligations
                                         hereunder, the written consent of the Lender is required.



 






    	 	12	 



     


    

 


		6.14	Strengthen
                                         environmental and social risks management, and accept the Lender’s supervision and examination
                                         for that. If the Lender requests, the Borrower shall submit environmental and social
                                         risks report to the Lender.



 


	Article 7:	Lender’s commitment




 


		7.1	Issue
                                         the borrowing to the Borrower as agreed herein.



 


		7.2	Keep
                                         the private materials and information provided by the Borrower related to the aspects
                                         of finance, operation and management confidential, except for otherwise prescribed by
                                         laws and regulations and otherwise agreed herein.



 


	Article 8:	Breach of contract




 


		8.1	In
                                         case of any one of the following circumstances, it constitutes the Borrower’s breach
                                         of contract:



 


		(1)	The
                                         Borrower fails to repay the borrowing principal and interest and other payables hereunder
                                         as agreed, or fails to perform any other obligations hereunder, or violates any representation,
                                         warranty or commitment hereunder;



 


		(2)	Change
                                         adverse to the Lender’s creditor’s rights occurs in the guarantee hereunder, and the
                                         Borrower fails to otherwise provide other guarantee approved by the Lender;



 


		(3)	The
                                         Borrower fails to repay any other debts after the maturity (including being declared
                                         immediate maturity), or fails to perform or violates the obligations under other agreements,
                                         which already or might affect the performance of its obligations hereunder:



 


		(4)	The
                                         Borrower’s financial indexes such as profitability, debt paying ability, operation capability
                                         and cash flow etc. break through the arranged standard, or deteriorate and already or
                                         might affect the performance of its obligations hereunder;



 


		(5)	Material
                                         adverse change occurs in the Borrower’s production, management and foreign investment,
                                         which already or might affect the performance of its obligations hereunder;



 


		(6)	The
                                         Borrower or its shareholder, legal representative or responsible person, partner, main
                                         individual investor or key management personnel involves in or might involve in major
                                         economic dispute, litigation, arbitration; or assets are sealed up, detained or under
                                         compulsory execution; or being filed a case for investigation or taken punishment measures
                                         pursuant to law by judicial authority or administrative agency; or being exposed by media
                                         due to violation of relevant national regulations or policies, which already or might
                                         affect the performance of its obligations hereunder;



 






    	 	13	 



     


    

 


		(7)	The
                                         Borrower’s change in equity or change of holding relations, partnership, association
                                         relations; abnormal change of partner, main individual investor or key management personnel;
                                         or such personnel are missing or under investigation or restriction of personal liberty
                                         by judicial authority pursuant to law, which already or might affect the performance
                                         of its obligations hereunder;



 


		(8)	The
                                         Borrower utilizes the false contract with the related party, and fraudulently obtains
                                         capital or credit from the Lender by utilizing transactions without actual transaction
                                         background; or the Borrower intentionally evades from the creditor’s rights of Lender
                                         through related transaction;



 


		(9)	The
                                         Borrower already has been or might be under discontinuation of business, dissolution,
                                         liquidation, suspension of business for rectification, be revoked of the business license,
                                         be deregistered or filing (being filed) for bankruptcy;



 


		(10)	The
                                         Borrower causes liability accident, significant environmental and social risks events
                                         due to violation of laws and regulations, regulatory provisions or industry standard
                                         related to food safety, safety production, environmental protection and other environmental
                                         and social risks management, which already or might affect the performance of its obligations
                                         hereunder;



 


		(11)	The
                                         Borrower’s legal representative or responsible person, partner, main individual investor
                                         or key management personnel involves in illegal acts such as underworld activities, drug
                                         taking, gambling, smuggling etc.;



 


		(12)	The
                                         Borrower owes taxes, money or regularly delays to pay the wages to employees;



 


		(13)	Default
                                         occurs in personal loan or credit card of the Borrower’s legal representative or responsible
                                         person, partner, main individual investor or key management personnel;



 


		(14)	Other
                                         circumstances might cause adverse impact on the Lender’s realization of creditor’s rights
                                         hereunder.



 


		8.2	In
                                         case of breach of contract by the Borrower, the Lender is entitled to take one or several
                                         of the following measures:



 


		(1)	Ask
                                         the Borrower to correct the noncompliance within a time limit;



 


		(2)	Stop
                                         issuing the borrowing and other financing amounts to the Borrower according to this Contract
                                         and other contracts between the Lender and Borrower, cancel in whole or in part the borrowing
                                         and other financing amounts not withdrawn by the Borrower;



 


		(3)	Declare
                                         immediate maturity of the outstanding borrowing and other financial amounts under this
                                         Contract and other contracts between the Lender and Borrower, and immediately recover
                                         the outstanding amounts;



 






    	 	14	 



     


    

 


		(4)	Ask
                                         the Borrower to compensate other losses caused to the Lender due to its breach of contract;



 


		(5)	Other
                                         measures stipulated in laws and regulations, agreed herein or the Lender thinks necessary.



 


		8.3	If
                                         the Borrower fails to repay upon the maturity of borrowing (including being declared
                                         immediate maturity), the Lender is entitled to charge the penalty interest according
                                         to the overdue punitive interest rate agreed herein as of the overdue date. If the Borrower
                                         fails to pay the interest on time, the compound interest will be charged according to
                                         the overdue punitive interest rate.



 


		8.4	If
                                         the Borrower fails to use the borrowing according to the purpose agreed herein, the Lender
                                         is entitled to charge penalty interest according to the punitive interest rate for misappropriation
                                         of borrowing for the part of misappropriation starting from the date on which the borrowing
                                         is misappropriated; if the interest is not paid on time during the period of misappropriation
                                         of borrowing, the compound interest will be charged according to the punitive interest
                                         rate for misappropriation of borrowing.



 


		8.5	If
                                         the Borrower involves in the circumstances as mentioned in preceding Paragraph 8.3 and
                                         8.4, the punitive interest rate will be determined according to the higher one, such
                                         punishments shall not be imposed concurrently.



 


		8.6	If
                                         the Borrower fails to repay the borrowing principal, interest (including penalty interest
                                         and compound interest) or other payables on time, the Lender is entitled to make an announcement
                                         via media for collection.



 


		8.7	If
                                         changes occur in the controlling or controlled relations between the Borrower’s related
                                         party and the Lender, or the Borrower’s related party involves in other circumstances
                                         other than those mentioned in Subparagraph (1) and (2), Paragraph 8.1, which already
                                         or might affect the performance of the Borrower’s obligations hereunder, the Lender is
                                         entitled to take all measures as agreed herein.



 


	Article 9:	Deduction




 


		9.1	If
                                         the Borrower fails to repay the matured (including being declared immediate maturity)
                                         debts hereunder as agreed, the Lender is entitled to deduct corresponding amounts from
                                         all local and foreign currency accounts opened by the Borrower in the Lender or other
                                         branch of Industrial and Commercial Bank of China for repayment, until the Borrower has
                                         repaid in full all the debts hereunder.



 


		9.2	If
                                         the currency of deduction amount is different from the currency herein, it will be converted
                                         according to the exchange rate applied by the Lender on deduction date. Interest and
                                         other expenses incurred during the deduction date and repayment date (the date on which
                                         the Lender converts the deduction amount into contract currency and actually repays the
                                         debts hereunder according to national foreign exchange management policy), and the balance
                                         generated from the exchange rate fluctuation during such period will be borne by the
                                         Borrower.



 






    	 	15	 



     


    

 


		9.3	If
                                         the Borrower’s deduction amount is not sufficient for repaying all debts to the Lender,
                                         the Lender is entitled to decide the satisfaction order.



 


	Article 10:	Transfer of rights and obligations




 


		10.1	The
                                         Lender is entitled to transfer, in whole or in part, all its rights hereunder to the
                                         third party, and such transfer action of the Lender can be conducted without the consent
                                         of Borrower. Without written consent of the Lender, the Borrower shall not transfer any
                                         of its rights and obligations hereunder.



 


		10.2	The
                                         Lender or Industrial and Commercial Bank of China Limited (“ICBC”) may authorize
                                         or entrust other branches of ICBC to perform the rights and obligations hereunder according
                                         to the needs of operation and management, or put the creditor’s rights of loan hereunder
                                         under the undertaking and management by other branches of ICBC, the Borrower hereby agrees
                                         upon that, the Lender’s preceding actions can be conducted without further consent of
                                         Borrower. Other branch of ICBC undertaking the Lender’s rights and obligations is entitled
                                         to exercise all rights hereunder, and is entitled to file a lawsuit, recourse to arbitration
                                         or apply for compulsory execution in the name of such branch regarding the dispute hereunder.



 


	Article 11:	Effectiveness, modification and rescission




 


		11.1	This
                                         Contract becomes effective as of the date of signature, until the Borrower’s obligations
                                         hereunder all have been performed.



 


		11.2	Any
                                         modification to this Contract shall be made in writing (including electronic data form)
                                         by consensus of each party. The modified clause or agreement constitute a part of this
                                         Contract and has the same legal effect as this Contract. Apart from the modified part,
                                         the rest parts of this Contract are still effective, and the original clause still remains
                                         effective before the effectiveness of modified part becomes.



 


		11.3	The
                                         modification and rescission of this Contract do not affect the rights of contracting
                                         parties to ask for loss compensation. The rescission of this Contract does not affect
                                         the effect of clauses related to dispute settlement.



 


	Article 12:	Governing law and dispute settlement




 


		12.1	The
                                         conclusion, effectiveness, interpretation, performance and dispute settlement of this
                                         Contract will be governed by the laws of the People’s Republic of China.



 


		12.2	For
                                         all disputes arising herefrom or related hereto, both parties shall first settle them
                                         through consultation; if consultation cannot be carried out or consultation fails, disputes
                                         will be settled according to the method agreed herein.



 






    	 	16	 



     


    

 


	Article 13:	Confirmation of address for delivery of the litigation
documents




 


		13.1	The
                                         Borrower confirmed that the address on the first page of this contract shall be the address
                                         for delivery of the litigation documents hereunder. Litigation documents including but
                                         not limited to summons, notice of court session, judgment, ruling, mediation document,
                                         notice of fulfillment within a time limit, etc.



 


		13.2	The
                                         Borrower agree that the fax and Email on the first page of this contract could be used
                                         by the court to deliver the litigation documents, except for judgment, ruling and mediation
                                         document.



 


		13.3	The
                                         above provisions are applicable at each stage of the litigation procedures including
                                         first trial, second trial, retrial and execution. The court may mail to the above mentioned
                                         address directly upon delivery.



 


		13.4	The
                                         Borrower shall confirm the authenticity and effectiveness of the information written
                                         on this contract including address, contact person, fax and Email. If there is any alteration,
                                         the Borrower shall give written notice to the Lender in time, or the delivery to the
                                         original address shall be deemed effective, and the Borrower shall undertake the liabilities
                                         that may arise on his own.



 


	Article 14:	Entire contract




 


Part
1 “Basic Agreement” and Part 2 “Specific Terms and Conditions” herein jointly constitute an entire “Online
Revolving Loan Contract”, and the same word in these two parts shall have the same meaning. The Borrower’s borrowing is bound
by the preceding two parties jointly.


 


	Article 15:	Notice




 


		14.1	All
                                         notices hereunder shall be sent in writing (including electronic data form). Unless otherwise
                                         agree, both parties designate the domicile specified herein as the communication and
                                         contact address. In case of change of communication address or other contact methods,
                                         either party shall promptly inform the other party in writing.



 


		14.2	If
                                         either party hereto refuses to sign to receive or in case of other undeliverable circumstances,
                                         the notifying party may deliver through notarization and announcement.



 


	Article 16:	Special agreement on value added tax




 


		15.1	The
                                         interests and expenses paid by the Borrower to the Lender under this Contract are the
                                         price including tax.



 


		15.2	If
                                         the Borrower asks the Lender to issue value added tax invoice, the Borrower shall first
                                         carry out information registration in the place of Lender, registered information include
                                         the Borrower’s full name, taxpayer identification number or social credit code, address,
                                         phone number, bank of deposit and account number. The Borrower shall ensure to provide
                                         relevant authentic, accurate and complete information to the Lender, and provide relevant
                                         supporting documents as required by the Lender, and specific requirements will be published
                                         by the Lender through branch notice or website announcement.



 






    	 	17	 



     


    

 


		15.3	If
                                         the Borrower voluntarily receives value added tax invoice, the Borrower shall provide
                                         the Lender the power of attorney affixed with official seal to designate the receiver
                                         and specify the receiver’s ID card number information, and the designated receiver will
                                         receive the value added tax invoice with the original ID card; in case of change of designated
                                         receiver, the Borrower needs to issue the power of attorney affixed with official seal
                                         to the Lender again. If the Borrower chooses to collect value added tax invoice by mail,
                                         the Borrower shall also provide correct and accurate and deliverable mailing information;
                                         in case of change of mailing information, the Borrower shall promptly inform the Lender
                                         in writing.



 


		15.4	If
                                         the Lender is unable to promptly issue value added tax invoice due to natural disaster,
                                         act of government, abnormal social events and other force majeure events or the reason
                                         of tax authority, the Lender is entitled to postpone issuing invoice and will not bear
                                         any responsibility therefor.



 


		15.5	After
                                         the value added tax invoice has been received by the Borrower or the Lender has delivered
                                         it to the third party for mailing, in case of lost, damaged or overdue invoice or other
                                         reasons not attributable to the Lender, and thereby causes the Borrower unable to receive
                                         corresponding page of value added tax invoice or unable to make deduction in due time,
                                         the Lender will not be responsible for compensating relevant economic losses of the Borrower.



 


		15.6	If
                                         due to the occurrence of sales return, suspension of taxable service or incorrect invoicing,
                                         both deduction page and invoice page cannot be identified etc., and value added tax special
                                         credit note needs to be issued, if pursuant to the provisions in relevant laws, regulations
                                         and policy documents, the Borrower needs to submit the “Information Form for Issuing
                                         Value Added Tax Special Credit Note” to the tax authority, then the Borrower shall
                                         submit the “Information Form for Issuing Value Added Tax Special Credit Note”
                                         to the tax authority, after tax authority has examined and approved it and informed the
                                         Lender, the Lender will issue the value added tax special credit note.



 


		15.7	During
                                         the contract performance, in case of adjustment of national tax rate, the Lender is entitled
                                         to adjust the price agreed herein according to the changes in national tax rate.



 


	Article 17:	Miscellaneous




 


		16.1	The
                                         Lender’s failure to exercise, or partial exercise of, or delay in exercising any rights
                                         hereunder will not constitute the waiver or change of such rights or other rights, nor
                                         affect its further exercise of such rights and other rights.



 






    	 	18	 



     


    

 


		16.2	Any
                                         clause of this Contract becomes invalid or unenforceable will not affect the validity
                                         and enforceability of other clauses, nor affect the effectiveness of entire contract.



 


		16.3	Pursuant
                                         to the provisions of relevant laws and regulations or requirements of financial supervisory
                                         authority, the Lender is entitled to provide the information related to this Contract
                                         and other relevant information of the Borrower to the credit information system of People’s
                                         Bank of China and other credit information database established pursuant to law, for
                                         the inquiry and use by eligible organization or individual. The Lender is also entitled
                                         to inquire about relevant information of the Borrower through the credit information
                                         system of People’s Bank of China and credit information database established pursuant
                                         to law for the purpose of concluding and performing this Contract.



 


		16.4	The
                                         words such as “related party”, “related party relations”, “related
                                         party transaction”, “main individual investor”, “key management personnel”
                                         etc. stated herein and the same words in the “Accounting Standards for Business
                                         Enterprises No. 36 -- Related Party Disclosure” (C. H. [2006] No. 3) promulgated
                                         by Ministry of Finance and the modification of such Standards thereafter shall have the
                                         same meaning.



 


		16.5	The
                                         environmental and social risks stated herein mean the hazards and relevant risks might
                                         be brought to the environment and society from the construction, production and operation
                                         activities of the Borrower and its important related parties, including environmental
                                         and social issues related to energy consumption, pollution, land, health, safety, resettlement
                                         of inhabitant, ecological protection, and climate change etc.



 


		16.6	The
                                         receipts and vouchers prepared and kept by the Lender according to its business rules
                                         for the borrowing hereunder constitute the effective evidence proving the debtor-creditor
                                         relationship between lending and borrowing parties, and have binding effect on the Borrower.



 


		16.7	The
                                         Borrower has learned and fully understood all kinds of transaction rules of the e-banking
                                         system of ICBC online banking related to this Contract; properly safekeeps customer certificate
                                         and password, all operations by using the Borrower’s customer number (card number), password
                                         or customer certificate will be deemed as the action of Borrower, and electronic information
                                         records generated therefrom will be taken as the proof and the voucher for handling the
                                         financing relationship hereunder.



 


		16.8	In
                                         this Contract,



 


		(1)	The
                                         mention of this Contract shall include the modification or supplement to this Contract;



 


		(2)	Headings
                                         of articles are used for reference only, and do not constitute any interpretation of
                                         this Contract, nor constitute any limitation to the contents under the heading and the
                                         scope thereof.



 






    	 	19	 



     


    

 


Both
parties hereby confirm that: the lending and borrowing parties have carried out sufficient consultation regarding all terms and
conditions of this Contract. The Lender has reminded the Borrower to pay special attention to all terms and conditions regarding
the rights and obligations of both parties, and have comprehensive and accurate understanding of them; and the Lender has made
interpretation and explanation on relevant terms and conditions as requested by the Borrower. The Borrower has carefully read
and fully understood all contract terms and conditions (including Part 1 “Basic Agreement” and Part 2 “Specific
Terms and Conditions”), the lending and borrowing parties have completely the same understanding in all terms and conditions
of this Contract, and have no disagreement upon the contract contents.


 


Lender
(Seal):


 


Industrial
and Commercial Bank of China Limited Qingdao Shinan Second Sub-branch 

(Seal)


 


Responsible
person/authorized agent: Li Juan (Signature)





 


 


 


Borrower
(Seal):


 


Qingdao
Tiandihui Foodstuffs Co., Ltd. (Seal)


 


Responsible
person/authorized agent: Cui Rongfeng (Signature)


 


 


 


Date
of contract: July 12, 2017


 


 


 


20