Exhibit 10.10


 


GUANGDONG NANYUE BANK


 


Contract No.: 2019 Nanyue Shenzhen Jiezi
No. ht2019092500000071


 


 


 


 


 


 


 


 


Loan
Agreement


 


 


 


(January 2019 Version)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


GUANGDONG NANYUE BANK CO., LTD.


 




     


     


    

 


Cautionary Note


 


In order to protect your interests, please
read the following notes carefully before signing this agreement:


 


1. You have read all the terms of this agreement
and have an accurate understanding of the legal meaning of the rights and obligations and the limitation or exemption clauses of
the parties;


 


2. You have made it clear that although the
terms of this agreement are the model terms provided by Guangdong Nanyue Bank Co., Ltd., the two parties have fully negotiated
and agreed on the relevant terms according to the actual business and your needs. Necessary changes have also been made according
to your requirements, so you will not deem this as a “form agreement” at any time;


 


3. You have ensured that the relevant documents
and materials submitted to the bank are true, legal and valid;


 


4. You have confirmed that you have the atuhority
to sign this agreement. After signing this agreement, you will be deemed to have agreed to all the terms of this agreement;


 


5. You have confirmed that any fraud or breach
of contract will bear the corresponding legal consequences;


 


6. You will sign and perform this agreement
in good faith and in accordance with the principle of honesty and credit;


 


7. Please use a pen or an ink pen to fill
where you need to fill in legibly. If you have any questions about this agreement, you can consult with Guangdong Nanyue Bank Co.,
Ltd.


 




     


     


    

 


Loan Agreement


 


Party A: Guangdong Nanyue Bank Co., Ltd. Shenzhen
Branch


Address: Block B, Phase II, Tianli Central
Business Plaza, Haide Road, Nanshan District, Shenzhen


Postal Code: 518000


Legal Representative / Principal Responsible
Person: Junhong Zhao


	Phone: *************	Fax: *************




 


Party B: Shenzhen Yangang Mingzhu Freight
Industry Co., Ltd.


Address: 27F, Yantian Modern Industry Service
Center, No. 3018 Shayan Road, Yantian District,

Shenzhen


	Postal Code: 518000	Legal Representative: Jinlong Yang
	Phone: *************	Fax:
	Bank of Basic Bank Account:	Bank Account No.:




 


In accordance with the provisions of relevant
laws and regulations of our country, and on the basis of fairness, this agreement is made by both parties.


 


Article 1 Types of Loans


 


1.1 The loan is a:


 


		þ	Working capital loan



 


		☒ 	Fixed assets loan



 


		☒	Other



 


1.2 The loan under this agreement may be
a single loan issued by Party A, or a specific loan under the “Maximum Credit Agreement” between Party A and Party
B.


 


Article 2 Loan Amount and
Currency


 


2.1 The currency of loan hereunder
is þ RMB and ☒ USD and ☒ other
currencies           .


 


2.2 The amount of loan hereunder is (in
word) Five Million Yuan only.


 


Article 3 Use of Loan


 


3.1 The loan under this agreement shall
only be used as working capital. Without the written consent of Party A, Party B shall not change the purpose of the loan, and
the lender shall have the right to supervise the use of the funds.


 


Article 4 Term of Loan


 


4.1 The term of loan under this agreement
is 12 months from September 29, 2019 to September 29, 2020.


 






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4.2 Party B chooses the following ways
to withdraw the loan under this agreement:


 


þ
Withdraw the full amount on September 29, 2019


 


☒ Withdraw in
accordance with
following
schedule:                                    


 


4.3 Party B chooses the following ways
to repay the principal of the loan under this agreement:


 


þ
Repay the principal once for all on September 29, 2020.


 


☒ Repay the principal
by installments in the following order, time and
amount                         


 


4.4 In the event of a discrepancy between
the actual withdrawal date and the last maturity date of the loan and the above agreement, the time recorded in the loan voucher
under this agreement shall prevail.


 


Article 5 Interest Rate


 


5.1 The interest rate of the loan under
this agreement shall be performed in the following manner:


 


þ
The loan interest rate under this agreement is 8.5% (annual interest rate). Before the actual issuance of the loan after the signing
of this agreement, if the People’s Bank of China adjusts the benchmark interest rate of the loan, the adjusted benchmark
interest rate of the same grade loan under this agreement shall be carried out in accordance with the floating proportion stipulated
in Section 5.4 of this agreement.


 


		☒	The floating interest rate consisting of the spread
                                                                                  of      (LIBOR/ HIBOR)
                                                                                  +     % for       months. After the loan is issued, the
                                                                                  interest rate ☒ remains unchanged or ☒ floats
                                                                                  every          months. (LIBOR rate refers to the interbank offer
                                                                                  rate published by the British Bankers Association [BBA] and provided by REUTERS and other financial telecommunications
                                                                                  terminals issued by the head office of Party A on the morning of 2 business days prior to the date of the lending or 2
                                                                                  business days prior to the date of interest rate adjustment, in terms of the above-mentioned term and currency. HIBOR
                                                                                  rate refers to the inter-bank offering rate published by the Hong Kong Bankers Association [HKAB] and provided by REUTERS and
                                                                                  other financial telecommunication terminals released by the head office of Party A on the morning of the 2 banking business
                                                                                  days before the date of the lending or the 2 banking business days before the date of interest rate adjustment, in the
                                                                                  above-mentioned term and currency)



 


5.2 Interest payable on a daily basis from
the date of issuance of loans under this agreement shall be settled in one of the following ways:


 


þ
The monthly settlement date is 20 days of each month, and the last settlement date is the loan settlement date.


 


☒ The quarterly
interest settlement date is the 20 days of the month at the end of each quarter, and the last settlement date is the loan
settlement date.


 


☒ The interest
settlement date is 20 days of the end of each half year, and the last settlement date is the loan settlement date.


 


☒ The profit shall be
paid with the principal, and the interest shall be paid in a lump sum on the date of settlement of the principal.


 


☒
____________________.


 






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5.3 After the RMB loan is issued, if the
People’s Bank of China adjusts the benchmark interest rate for the same period, the following adjustment should be made:


 


þ
The interest rate of this agreement shall remain unchanged;


 


☒ The interest rate of
this agreement shall take effect immediately.


 


☒ If the interest rate
of this agreement is adjusted on a monthly basis, the interest rate adjustment date shall be the corresponding day of the
month following the adjustment, and if there is no corresponding day of the withdrawal date in that month, the last day of
that month shall be taken as the corresponding day, and the adjusted contract interest rate shall apply from the day after
the adjustment;


 


☒ If the interest rate
of this agreement is adjusted quarterly, the interest rate adjustment date shall be the corresponding day of the full quarter
of the withdrawal date, and if there is no corresponding day of the withdrawal date in the current month, the last day of the
month shall be taken as the corresponding day, and the adjusted contract interest rate shall apply from the day after the
adjustment.


 


☒ If the interest rate
of this agreement is adjusted by half a year, the interest rate adjustment date shall be the corresponding date of the
withdrawal target for half a year, and if there is no corresponding day of the withdrawal date in the current month, the last
day of the month shall be taken as the corresponding day, and the adjusted contract interest rate shall apply from the day
after the adjustment.


 


☒ If the interest rate
of this agreement is adjusted on an annual basis, the interest rate adjustment date shall be the corresponding date of one
year after the withdrawal date, and if there is no corresponding date of the withdrawal date in the current month, the last
day of the month shall be taken as the corresponding date, and the adjusted contract interest rate shall apply from the day
after the adjustment;


 


☒                       
.


 


5.4 When the adjustment is made in accordance
with Sections 5.1 and 5.3, it shall be determined by floating         % up or         %
down of the benchmark interest rate of the same grade adjusted by the People’s Bank of China.


 


5.5 In the event of a change in the contract
loan interest rate, the penalty interest rate under this agreement shall be automatically changed accordingly, and shall be applied
at the same time as the contract loan interest rate and calculated by sections.


 


5.6 Party A shall not be required to obtain
the consent of Party B for the adjustments made in accordance with the above provisions.


 


Article 6 Conditions for Withdrawal


 


6.1 When Party B applies for withdrawal,
the following conditions must be satisfied:


 


6.1.1 Party B has obtained the
administrative permission, approval, registration and other legal formalities related to the loans under this agreement in accordance
with the relevant laws, regulations and rules;


 


6.1.2 Party B has submitted relevant
documents that meet the requirements of Party A;


 


6.1.3 All the guarantee formalities
agreed upon by the parties under this agreement have been completed and the effective, the mortgage has been established or the
pledge has been established;


 






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6.1.4 Party B has not been in
any breach of contract agreed upon in this agreement;


 


6.1.5 At the time of withdrawal,
the representations and warranties made by Party B in this agreement shall remain true, accurate and valid;


 


6.1.6 At the time of withdrawal,
the operating and financial conditions of Party B are basically the same as those at the time of signing this agreement, and no
material and adverse changes have taken place;


 


6.1.7 In the case of a project
loan, the project capital or other funds to be raised corresponding to the project loan have been fully in place in accordance
with the prescribed time and proportion.


 


6.2 After meeting the prerequisites mentioned
in Article 6.1, Party B shall go to the location of Party A and withdraw the money and sign the loan voucher with Party A in accordance
with this agreement. The loan voucher is an integral part of this agreement and has the same effect as this agreement.


 


6.3 The loan made by Party A when Party
B fails to meet the withdrawal conditions does not constitute a defect in Party A’s performance.


 


6.4 Before the issuance of the loan, if
Party A is unable to issue a loan under this agreement due to changes in the state macro-control policy, the requirements of Party
A's regulatory department for Party A to control the scale of credit or the direction of credit, and other reasons other than Party
A's failure to issue loans under this agreement, Party A has the right to stop issuing the loan or terminate this agreement. Party
B has no objection to this.


 


Article 7 Methods of Repayment


 


7.1 Party B hereby irrevocably authorizes
Party A to transfer the loan once (once / several times) to the following account designated by Party B (account name: Shenzhen
Yingang Mingzhu Freight Industry Co., Ltd., Bank Name: Guangdong Nanyue Bank Shenzhen Longhua Branch, Account / Card Number: ************************).


 


7.2 Loans under this agreement shall be
paid in the following manner:


 


þ
Party A is entrusted to pay. According to Party B’s withdrawal application and payment entrustment, Party A shall pay the
loan funds through Party B’s account to Party B for the purpose agreed upon in the contract. Party B shall provide the counterparty
name, counterparty account, payment amount and other necessary payment information.


 


This agreement
shall pay all the processing fees required for the transfer to Party B by way of fiduciary payment to Party B, which shall be borne
by Party B. Party B shall pay the above expenses to Party A when handling the fiduciary payment of each loan.


 






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☒ Party B shall make
the payment on its own. Party A shall, according to Party B’s withdrawal application, issue the loan funds to Party B
after opening an account with Party A, which shall be paid by Party B to any transaction party for the purpose agreed upon in
this agreement. Under any of the following circumstances, Party B may, with the consent of Party A, pay independently:


 


(1) Party B is unable to determine
the specific transaction party in advance and the amount does not exceed RMB           yuan;


 


(2) Party B does not have the
conditions for the effective use of non-cash settlement;


 


(3) Where the loan funds under
this agreement are used for production and operation and the amount does not exceed RMB           
yuan;


 


(4) Other circumstances under
which Party B may pay the loans under this agreement on its own according to laws and regulations:


 


7.3 Party B agrees that even if Party B
chooses to pay on its own, Party B shall still be required to pay through entrustment in the following circumstances. The method
of payment shall be carried out in accordance with the method of entrustment payment agreed upon in this Section.


 


7.3.1 The amount of a single payment
is equal to or exceeds             RMB (in word);


 


7.3.2 The amount of a single
payment is equal to or exceeds            per cent of the total investment amount of the
project;


 


7.3.3 The amount of a single payment
is equal to or exceeds            per cent of the loan amount of this agreement;


 


7.3.4 Other circumstances determined
by Party A:


 


7.4 Change of payment method.


 


If the credit score
of Party B decreases and the use of loan funds is abnormal in the process of loan payment, the two parties shall negotiate and
change the terms of loan issuance and payment.


 


Article 8 Repayment of Loan


 


8.1 Party B undertakes that under no circumstances
shall Party B refuse to perform its repayment obligations under this agreement for any reason.


 


8.2 The fund account opened by Party B
with Party A specifically for the repayment of the loan is (Account Number: ****************, Account Name: Shenzhen Yingang Mingzhu
Freight Industry Co., Ltd., Bank Name: Guangdong Nanyue Bank Shenzhen Longhua Branch).


 


8.3 Party B shall deposit the amount payable
(interest and principal) in full into the account opened with Party A as mentioned in Section 8.2 before the end of business hours
on the repayment date (interest date, repayment date) (Beijing time). Party A has the right to draw directly from the account.
In the event of a statutory holiday, it shall be postponed to the first working day after the end of the statutory holiday.


 


8.4 In the event that Party B has not repaid
the amount, Party A shall have the right to deduct directly from any account opened by Party B with any business organization of
Guangdong Nanyue Bank, and the outstanding amount in the account shall be deemed to have expired ahead of schedule at the time
of deduction, The interest loss arising therefrom shall be borne by Party B. When the currency of the deduction is different from
that under this agreement, it shall be converted at the exchange rate price announced by Party A on the date of deduction.


 






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8.5 The amount paid by Party B (including
the amount actively received by Party A in accordance with this agreement) shall be paid off in the following order: expenses for
the realization of creditor's rights and security rights, damages, liquidated damages, compound interest, overdue interest and
penalty interest, interest and principal. Party A has the right to change the above order according to its own needs.


 


8.6 Party B shall submit a written application
to Party A ten working days in advance for prepayment. With the written consent of Party A, Party B may handle the payment in the
following ways:


 


þ
Party A shall charge interest according to the loan interest rate and the number of days actually used as stipulated in this agreement;


 


☒ Except for the
interest charged according to the loan interest rate and the number of days actually used as stipulated in this agreement,
Party A shall have the right to collect compensation at the rate
of          % of the prepayment amount. However, the maximum amount of
compensation shall not exceed the amount of prepayment × the loan interest rate / 360 × days in advance as agreed
in this agreement.


 


8.7 If the actual loan term is shortened
as a result of Party B’s prepayment or Party A’s acceleration of the loan in accordance with this agreement, the corresponding
interest rate shall not be adjusted and the original loan interest rate shall still be implemented.


 


Article 9 Loan Guarantee


 


9.1 The loan under this agreement shall
be guaranteed by one or more of the following


 


☒ The guarantee
contract No.               signed by Party A and
guarantor                    


 


☒ The mortgage
contract No.               signed by Party A and
mortgagor                    


 


☒ The pledge contract No.               
signed by Party A and pledgor                    


 


9.2 If the claim under this agreement is
a claim under the maximum guarantee, one or more of the following guarantees may be taken:


 


þ
Maximum Guarantee Contract 2019 Nanyue Shenzhen Maximum Baozi No. 00702-1 and No. 2019 Nanyue Shenzhen Maximum Baozi No.
00702-2 signed by guarantor: Jinlong Yang and Shenzhen Yangang Mingzhu Logistics Co., Ltd. and Party A;


 


þ
Maximum Mortgage Contract 2019 Nanyue Shenzhen Maximum Dizi No. 00702-3 and 2019 Nanyue Shenzhen Maximum Dizi No, 00702-4
signed by mortgagor: Jinlong Yang, Hongxin Sun and Guizhi Yang and Party A.


 


9.3 In the event of any change in the guarantee
under this agreement which is not beneficial to the creditor’s rights of Party A, Party B shall promptly provide a separate
legal and effective guarantee approved by Party A at the request of Party A.


 


9.4 The guarantor shall be liable for withdrawals
under the loan contract as agreed in the guarantee contract.


 






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Article 10 Rights and Obligations of
Party B


 


10.1 Party B represents and warrants that
Party B shall have the right to dispose of the property under its management, to carry on the business related to the use of the
loan under this agreement, and to sign and perform this agreement as a legal unit registered in accordance with the law and effectively
surviving.


 


10.2 Party B represents and warrants that
the signing of this agreement has been approved by the competent department at a higher level or by the shareholders (large) meeting,
board of directors and other competent bodies of the company in accordance with the law, and has obtained all necessary authorization.


 


10.3 Party B represents and warrants that
it will sign and perform this agreement without violating any provisions or agreements that are binding on Party B and its assets,
and it will not violate any guarantee agreements, other agreements and any other documents, agreements and undertakings that are
binding on Party B.


 


10.4 Party B represents and warrants that
it will provide the necessary documents and materials as required by Party A and ensure that the documents and materials provided
are true, accurate, complete, legal and valid.


 


10.5 Party B has the right to withdraw
and use the loan in accordance with this agreement.


 


10.6 Party B shall use the loan in accordance
with the purpose and mode of payment stipulated in this agreement. The borrowed funds shall not be invested in the securities market,
futures market or other uses prohibited or restricted by relevant laws and regulations in any form.


 


10.7 Party B shall, in accordance with
the requirements of Party A, cooperate with the pre-loan investigation, the loan examination and the post-loan inspection, and
provide in a timely manner, among others, the following:


 


10.7.1 Business license and annual
inspection certificate, legal representative code certificate, identification document of legal representative and necessary personal
information, a list of board members and principal responsible persons, a list of financial directors, business license, tax registration
certificate qualified for annual inspection of the tax department, photocopy of tax certificate and loan certificate (card) provided
by the tax department according to the number of years required by Party A;


 


10.7.2 All bank of deposit,
accounts, deposits and loans;


 


10.7.3 Audited balance sheet, profit
and loss statement, statement of changes in owner’s equity, sales volume, cash flow statement, financial statements and notes
provided by Party A for the number of years required by Party A;


 


10.7.4 Production and operation plans,
statistical statements and project budget and final accounts data;


 


10.7.5 All external guarantees
(including any agencies of Party A);


 






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10.7.6 All affiliated enterprises
involving related relationship information, related party transactions that have occurred and are about to occur accounting for
more than 10% of Party B’s net assets, as well as mutual guarantees within group customers;


 


10.7.7 Litigation, adjudication,
administrative penalties, debt disputes and criminal prosecution of individual shareholders or senior management;  


 


10.7.8 If Party B pays independently,
Party B shall actively cooperate with Party A in the inspection and supervision of the use of the loan funds, and shall collect
and report the use of the loan funds to Party A on a regular basis in accordance with the requirements of Party A.


 


10.8 Party B shall repay the principal
and interest of the loan in accordance with this agreement.


 


10.9 Party B shall notify Party A in writing
30 days prior to any change in its business mode, system and legal status, including but not limited to contracting, leasing, escrow,
asset restructuring, debt restructuring, equity restructuring, joint venture, merger and acquisition (consolidation), division,
joint venture (cooperation), reduction of registered capital, application for suspension of business, application for dissolution
(or cancellation), application for reorganization, reconciliation and bankruptcy, and shall implement the liability for paying
off the debts hereunder with written consent of Party A, or provide a new guarantee approved by Party A in writing; otherwise,
such activities shall not be carried out before paying off all debts hereunder.


 


10.10 Party B shall notify Party A in writing
within three days after the occurrence of its own system and legal status, including but not limited to being declared closed for
rectification, being declared closed, being declared dissolved (cancelled), being applied for reorganization, bankruptcy, being
involved in major economic disputes, the debt of any financial institution is due and not paid off, or any other situation that
is sufficient to endanger its normal operation and loss of guarantee ability, and shall take full and effective measures to protect
Party A’s creditor’s rights.


 


10.11 Within three days after the occurrence
of any other circumstances sufficient to endanger the normal operation of Party A or the safety of Party A's creditor's rights,
Party A shall be notified in writing to Party A and at the same time take sufficient and effective measures to protect Party A’s
claims.


 


10.12 If Party B changes its domicile,
business scope, articles of association, name, legal representative or other middle and senior management, Party B shall notify
Party A in writing within seven days after the change.


 


10.13 If the mortgage is secured under
this agreement, Party B warrants to notify Party A at the first time it learns the information about the impending demolition of
the mortgaged property.


 


10.13.1 If the demolition takes
the form of compensation for the exchange of property rights, Party B or the mortgagor shall, in accordance with the requirements
of Party A, deal with the following:


 


þ
To settle the claims under this agreement immediately;


 


☒ Party B shall
provide other guarantees that meet the requirements of Party A;


 


☒ The mortgagor shall
use the exchanged property as the guaranty of this agreement and re-sign the mortgage contract and go through the mortgage
registration; however, before the new mortgage registration is completed, Party B shall provide other guarantees as requested
by Party A.


 






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10.13.2 If compensation is adopted
for demolition and relocation, Party A shall have the right to request Party B or mortgagor to adopt one or more of the following
ways:


 


þ
To settle the claims under this agreement immediately;


 


þ
The compensation shall be deposited into a fixed-term account opened by Party A with the pledge of the certificate of deposit as
the guarantee under this agreement;


 


þ
Party A shall open a security deposit account and sign a pledge contract to deposit the compensation into the security deposit
account as a guarantee under this agreement;


 


þ
Party B shall provide other guarantees that meet the requirements of Party A.


 


10.14 Before paying off the principal and
interest of Party A’s loan, Party B shall not sell specific assets, pay off other debts in advance, or provide debt guarantee
for third parties without the consent of Party A.


 


10.15 Party B shall not at any time sign
a contract with any third party which is detrimental to the rights and interests of Party A under this agreement.


 


10.16 In the event of a guarantee, when
the guarantor violates any of the obligations or commitments agreed upon in the guarantee contract, or loses the ability to guarantee,
Party B shall immediately provide a new guarantee approved by Party A or repay the loan under this agreement in advance.


 


10.17 Party B shall open a basic / general
deposit account with Party A, which shall be used exclusively to collect the recovered funds for production and operation, and
shall consciously accept the supervision of Party A.


 


10.18 Party B undertakes that until the
principal and interest of Party A’s loan is repaid, the financial indicators shall maintain the following standards:   /   .


 


10.19 Party B agrees that Party A shall
inquire about the credit status of Party B from the credit information database established by the People’s Bank of China,
and agrees that Party A shall provide Party B with the credit information database established by the People’s Bank of China.
Party B also agrees that Party A may reasonably use and disclose Party B information for business needs.


 


Article 11 Rights and Obligations of
Party A


 


11.1 Party B shall have the right to request
Party B to provide information relating to the loans under this agreement.


 


11.2 Have the right to supervise and inspect
the use of loans under this agreement, and to understand Party B's business activities, financial situation, provision of guarantees
and debt disputes.


 


11.3 If Party B has fully fulfilled its
obligations under this agreement and met the conditions for withdrawal, Party A shall issue a loan to Party B in full and on schedule.


 






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11.4 Party A shall keep confidential the
information and information provided by Party B concerning its debts, finance, production and operation, except as otherwise provided
by laws and regulations.


 


11.5 During the period of validity of this
agreement, Party A shall issue a notice of change of address in time when Party A changes its domicile.


 


11.6 Party B shall have the right to supervise
the withdrawal account of Party B’s funds, including but not limited to the understanding and supervision of the capital
income and expenditure of the account, and Party B shall cooperate. If requested by Party A, Party B shall sign a special account
supervision agreement with Party A.


 


Article 12 Liability for Breach of Contract


 


12.1 After the entry into force of this
agreement, both Party A and Party B shall perform their obligations under this agreement. Failure to perform all or party of this
agreement constitutes a breach of this agreement and the breaching party shall bear the corresponding liability for breach of contract.


 


12.2 If due to an event caused by Party
B or the guarantor under this agreement, Party B has not completed the corresponding guarantee formalities of this agreement, or
Party B has failed to go through the formalities of withdrawal from Party A within 30 days after the loan issuance time stipulated
in this agreement (including legal holidays and rest days), Party A shall have the right to terminate this agreement, the outstanding
loans shall no longer be issued, and Party A has the right to request for repayment of all the issued loans immediately.


 


12.3 If Party B fails to repay the principal
amount of the loan due (including early maturity) in accordance with the repayment period stipulated in this agreement, Party B
shall, from the date of overdue, charge 50% as the penalty interest rate at the interest rate stipulated in this agreement, and
calculate and collect the overdue interest. If Party B fails to pay the interest within the term of the loan, the compound interest
shall be calculated according to the loan interest rate stipulated in this agreement. If the interest is not paid after the expiration
of the loan, the compound interest shall be calculated according to the penalty interest rate stipulated in this Section.


 


12.4 If Party B fails to use the loan for
the purpose stipulated in this agreement, its principal and interest shall, from the date of breach of contract, be charged 100%
as the penalty interest rate at the interest rate agreed upon in this agreement, and the penalty interest and compound interest
shall be calculated.


 


12.5 If the loan under this agreement is
overdue or not used for the purpose stipulated in the contract, overdue interest, penalty interest and compound interest shall
be charged on a monthly basis.


 


12.6 Where Party A pursues litigation,
arbitration or other means to realize its creditor's rights as a result of Party B’s breach of contract, Party B shall bear
the litigation costs, arbitration fees, security fees, notice fees, evaluation fees, appraisal fees, auction fees, travel expenses,
lawyers’ fees and any other expenses incurred by Party A for the realization of the creditor’s rights.


 






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12.7 In the event of any of the following
breach of contract, Party A has the right to request Party B to cure the breach of contract, declare that all loans issued are
due immediately, recover the principal and interest of the loans issued in advance, and stop issuing loans, compensate Party A
for the losses caused by the breach of contract and to take corresponding measures to safeguard its legitimate rights and interests
in accordance with the law:


 


12.7.1 Party B fails to use the
loan or fail to pay the principal, interest and other accounts payable in full in accordance with the purpose and mode of payment
stipulated in this agreement;


 


12.7.2 Party B provides Party
A with false or concealed loan application documents, balance sheet, income statement and other loan information, or conceals important
business financial facts;


 


12.7.3 Party B refuses to accept
Party A’s supervision and inspection of its use of loans and related production, business and financial activities;


 


12.7.4 Party B uses the loan to
engage in equity investment;


 


12.7.5 Party B uses the loan to
engage in speculative business or other illegal or illegal transactions in securities, futures, and real estate;


 


12.7.6 Party B collects loans
by borrowing or other means in order to obtain illegal income;


 


12.7.7 Party B defrauds the loan
by other fraudulent means;


 


12.7.8 Party B makes use of the
false contract with a third party to pledge to Party A with claims such as notes receivable and fictitious accounts receivable
with no actual trade background to obtain bank funds;


 


12.7.9 Party B transfers assets
at low prices or free of charge to evade bank claims;


 


12.7.10 Party B violates any contract
or agreement signed by Party B as a party with others (including Party A of this agreement), or violates any undertaking or guarantee
given by Party B;


 


12.7.11 Party B has a deterioration
of its financial position and break through the financial targets stipulated in Section 10.18 of this agreement; payment to Party
A or other creditors is overdue; Party B is involved in or about to be involved in major disputes; or there has been any other
material adverse changes that have or may affect its ability to perform its obligations under this agreement.


 


If Party B
changes its mode of operation, its own system or legal status, including but not limited to contracting, leasing, trusteeship,
asset restructuring, debt restructuring, shareholding transformation, joint ventures, mergers and acquisitions (consolidation),
acquisitions, divisions, paid transfer of property rights, joint ventures (joint ventures), reduction of registered capital or
application for closure and rectification, application for dissolution (or revocation), application for reorganization, settlement
and bankruptcy, etc., failing to obtain the written consent of Party A and carry out the liability to pay off the debts under this
agreement or to provide a new guarantee approved by Party A.


 


12.7.12 The guarantee under this
agreement has undergone changes that are not beneficial to the claims of Party A, including but not limited to the mortgage, the
destruction, loss, reduction of value or seizure, seizure, freezing of the mortgaged property, the pledged property, the loss of
the mortgage or the loss of the value of the pledged property, where the guarantor violates any of the obligations established
for it in the guarantee contract and Party B fails to provide the required new guarantee at the request of Party A, or where the
guarantor is involved in or is about to be involved in a major action sufficient to affect the creditor’s rights of Party
A;


 






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12.7.13 The contract of guarantee
or other means of guarantee is not effective, invalid, declared to be revoked, or the real right of the security has not been established
or cancelled or eliminated in accordance with the law, or the guarantor appears to be partially or wholly incapacitated or expressly
fails to perform the guarantee obligation, or if the guarantor violates any of the obligations or commitments agreed in the guarantee
contract or violates its contract with a third party, and Party B fails to provide the required new guarantee at the request of
Party A.


 


12.7.14 The representations and
warranties made by Party B are untrue, inaccurate or materially concealed;


 


12.7.15 Party B expressly or through
its own actions indicates its intention not to perform its obligations under this agreement;


 


12.7.16 Where the shareholder
or actual control person of Party B is involved in or is about to be involved in a major dispute, which may affect the realization
of Party A’s creditor’s rights;


 


12.7.17 If Party B violates any
other obligations and commitments agreed upon in this agreement, Party A considers that it is sufficient to affect the realization
of its creditor's rights;


 


12.7.18 There are any events that
cause a breach of contract under any other credit contract signed by Party A and Party B.


 


Article 13 Effectiveness


 


13.1 This agreement shall be entered into
force as of the date of signature of both parties.


 


Article 14 Assignment, Amendment and
Termination 


 


14.1 After the entry into force of this
agreement, Party A may assign all or part of the claims under this agreement to a third party without the consent of Party B.


 


14.2 After the entry into force of this
agreement, if Party B transfers all or part of the liabilities under this agreement to a third party, Party B shall submit to Party
A in advance a written document in which the guarantor agrees to continue to undertake the guarantee obligations or separately
provide a new guarantee approved by Party A and obtain the written consent of Party A.


 


14.3 After the entry into force of this
agreement, neither Party A nor Party B shall alter it without the other party’s consent. If modification is required, Party
A and Party B shall reach a written amendment.


 


14.4 If Party B applies for the extension
of the loan under this agreement, after the examination and approval of Party A, the two parties shall sign an extension agreement.
If Party A does not agree to the extension, Party B shall still perform its repayment obligations in accordance with this agreement.


 


14.5 During the performance of this agreement,
Party A shall have the right to terminate the agreement, recover the principal and interest of the loan issued in advance, and
stop issuing the loan under any of the following circumstances:


 


14.5.1 Where the business and
financial situation of Party B deteriorates, Party B is unable to pay off its due debts, or involves major economic proceedings
or arbitration and other legal disputes, thus seriously affecting and threatening the realization of Party A’s creditor’s
rights;


 


14.5.2 Where there is a serious
crisis in the overall credit status, operating condition and financial situation of the customers of the group to which Party B
belongs, which poses a major threat to the loan safety of Party A;


 






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14.5.3 Where Party B goes out
of business, dissolves, closes its business, revokes its business license and cancels its business license;


 


14.5.4 There are other circumstances
that may result in threats or serious losses to the realization of Party A’s claims under this agreement.


 


Article 15 Dispute Resolution


 


15.1 All disputes between Party A and Party
B arising from this agreement shall be settled through negotiation. If the negotiation fails, the parties shall choose to resolve
them in the following ways:


 


þ
To bring a lawsuit in the People’s Court of the place where Party A resides;


 


☒ To bring a lawsuit
in a People’s Court;


 


☒ Apply to Shenzhen
International Court of Arbitration for arbitration.


 


If this agreement is
a specific business contract under the “Maximum Credit Agreement” and the dispute settlement agreement is inconsistent
with the “Maximum Credit Agreement,” the “Maximum Credit Agreement” shall prevail.


 


Article 16 Miscellaneous


 


16.1 When the legal name, legal representative
and domicile of Party B change during the term of this agreement and Party A is not notified in writing, all documents sent by
Party A to Party B in accordance with the information contained in this agreement (the sending address shall be subject to the
confirmation of the address of service signed by both parties, see Annex for details) shall be deemed to be served.


 


16.1.1 Party
A confirms that its valid service address is (including but not limited to telex, telephone, fax, e-mail and other addresses) Block
B, Phase II, Tianli Central Business Plaza, Haide Road, Nanshan District, Shenzhen.


 


16.1.2 Party
B confirms that its valid address for service is (including but not limited to telex, telephone, fax, e-mail, etc.) the address
of Party B specified in this agreement.


 


16.1.3 The
scope of application of the address for service of both parties shall include all kinds of notices, agreements and other documents
when both parties are not sued, as well as the service of relevant documents and legal documents in the event of a dispute over
the contract, as well as the first instance, second instance, retrial and enforcement procedures after the dispute is entered into
arbitration and civil proceedings.


 


16.1.4 With
regard to any notice, request, debt collection letter or other communication given by Party A to Party B under this agreement,
telex, telephone, fax and e-mail shall be deemed to have been delivered to Party B. The postal letter shall be deemed to have been
delivered to Party B on the third day from the date of mailing.


 


16.1.5 If
service is conducted by person, Party B shall sign the date of receipt as service, and if Party B refuses to accept it, the server
may record the process of service by means of photo and video recording, and detain the document, which shall also be regarded
as service.


 






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When Party A’s
service address needs to be changed, Party A shall perform the obligation of notification and notify Party B by means of postal
letter. If Party B’s service address needs to be changed, Party B shall perform the obligation of notification, notify Party
A by way of postal letter.


 


When the parties
change their address in arbitration and civil proceedings, they shall perform the obligation to serve the notice of change of address
to the arbitration institution and the court.


 


If Party A or
Party B fails to perform the notification obligation in the aforementioned manner, the address for service confirmed by both parties
shall still be deemed to be a valid address for service. If the legal document fails to be actually accepted by the party concerned
because the address for service provided or confirmed by the party is inaccurate, the party concerned fails to inform the other
party and the court, or the party or the designated recipient to refuse to sign in time in accordance with the procedure, the date
of return of the service shall be regarded as the date of service. In the case of direct service, the date on which the server
notes the circumstances on the service receipt on the spot shall be the date of service. If the obligation to notify the change
of the address for service is fulfilled, the changed address for service shall be the effective address for service. For the address
of service clearly agreed by the above-mentioned parties in this agreement, the court or arbitration institution may directly post
the service, even if the parties fail to receive the document served by the court or arbitration institution by mail, it should
also be regarded as service because of its agreement in the contract.


 


16.1.6 After
the dispute has entered into arbitration or civil proceedings, if the parties respond to the lawsuit and submit a confirmation
of the service address directly to the arbitration institution or court and the confirmation address is inconsistent with the service
address confirmed before the lawsuit, the address for service which is submitted to the arbitration institution and the court for
confirmation shall prevail (the address for service shall apply to the manner of service and the legal consequences of service
as provided for in Sections 16.1.3, 16.1.4 and 16.1.5 above).


 


16.1.7 Party
B has carefully read the above 16.1.1 to 16.6.6 notice, knows its contents and agrees to use the confirmed address for service
as the service address for receiving all kinds of litigation arbitration documents.


 


16.2 Party B shall bear all related expenses
such as registration, insurance, notarization, appraisal, evaluation and transportation under this agreement and its guarantee
contract. If it is paid on behalf of Party A, Party A shall have the right to deduct it directly from Party B’s account.


 


16.3 Other Matters Agreed upon by Both
Parties.


 


16.3.1 If prior to the signing
of this agreement, Party A and Party B have signed the Maximum Credit Agreement (2019 Nanyue Shenzhen Rongzi No. 00702), this agreement
shall be the specific business contract under the Maximum Credit Agreement.


 


16.3.2 Party B confirms that Party
A has the right to participate in other large financing, asset sale, merger, division, shareholding transformation, bankruptcy
liquidation and other activities of Party B to the extent permitted by laws, regulations and regulatory requirements, so as to
safeguard its creditor’s rights.


 


16.3.3 Party A shall give Party
B any grace or preference or delay in the exercise of any rights under this agreement without affecting, harming or restricting
all rights and interests enjoyed by Party A in accordance with this agreement and laws and regulations, nor shall it be regarded
as a waiver of Party A’s rights under this agreement.


 






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16.4 When the option ☐ is adopted
under this agreement, þ shall be marked to indicate the application of the clause
and  ☒ indicates that the clause does not apply.


 


16.5 This agreement shall be in triplicate,
with two copies Party A and one copy to Party B, all of which shall have the same legal effect.


 


16.6 The relevant annexes under this agreement
are an integral part of this agreement and have the same legal effect as this agreement.


 


16.7 Party A has taken a reasonable way
to request the attention of Party B to the provisions of this agreement that waive or limit Party A’s liability, and fully
explain the relevant terms and conditions as required by Party B. Party A and Party B have no objection to the understanding of
all the terms and conditions of this agreement.


 




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Party A: Guangdong Nanyue Bank Co., Ltd.
Shenzhen Branch [Company Seal Affixed Here]


Legal Representative/Person in Charge (or
Authorised Agent): /s/ Junhong Zhao


September 29, 2019


 


Party B: Shenzhen Yangang Mingzhu Freight
Industry Co., Ltd. [Company Seal Affixed Here]


Legal Representative/Person in Charge (or
Authorised Agent): Jinlong Yang [Personal Seal Affixed Here]


September 29, 2019


 


 


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