Exhibit
4.39 


 


Credit Agreement


 


Credit Provider: China
Merchants Bank Shenzhen Branch (hereinafter “Party A”)


 


Credit Applicant: Shenzhen
Xunlei Networking Technologies Co., Ltd. (hereinafter “Party B”)


 


Upon Party B’s
application, Party A hereby agrees to provide a credit line for Party B. Now therefore, in accordance with applicable laws and
regulations, Party A and Party B (hereinafter “the Parties”), through adequate negotiation, hereby make and enter into
this Credit Agreement (hereinafter “this Agreement”), subject to the following terms and conditions.


 


1. Credit Line


 


1.1 Under this agreement,
Party A will extend a credit line of Eighty Five Million Yuan (including other currencies of equivalent value converted
at the exchange rate published by Party A at the time when a specific transaction actually occurs, same below) (including revolving
credit line and/or one-time credit line) (hereinafter “the Credit Line”).


 


Any outstanding specific
Credit Services or unpaid credit balance from Party A (or any subordinate body of Party A) and Party B’s previously signed
Credit Agreement numbered ***, will be automatically incorporated into this Agreement and take up corresponding amounts of the
Credit Line hereunder.


 


1.2 The credit extending
period is twelve months from May 20th, 2019 to May 19th, 2020 (“the Credit Extending
Period”). If Party B needs to use the credit line for a specific Credit Service, Party B shall apply for credit utilization
within the Credit Extending Period; unless otherwise provided herein, Party A will not accept any credit utilization application
submitted beyond the expiration date of the Credit Extending Period.


 


1.3 Credit products
and services offered under the Credit Line include without limit one or more credit products or services of: loan/order loan, trade
financing, bills discount, commercial bills acceptance, commercial acceptance bills guarantee, international/domestic guarantee,
customs payment guarantee, legal-person account overdraft, derivative transaction, gold lease, etc.(hereinafter “Credit Services”).


 






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“Trade financing”
includes without limit such service types as international/domestic letter of credit, import bill advance, delivery guarantee,
advance against import documentary collection, packing finance, export bill advance, export negotiation, advance against export
documentary collection, import/export remittance financing, credit insurance financing, factoring, commercial paper guarantee,
etc.


 


1.4 Revolving credit
line refers to the maximum balance sum of principals of one or more foregoing Credit Services offered by Party A to Party B during
the Credit Extending Period, which can be used by Party B on a continuous and revolving basis.


 


One-time credit line
refers to a credit line under which the cumulative amount of all foregoing Credit Products offered by Party A to Party B must not
exceed the amount of the one-time credit line approved by Party A. One-time credit line may not be used by Party B revoltingly;
amounts of the multiple Credit Services applied for by Party B will take up corresponding amounts of the one-time credit line cumulatively,
until the credit line is exhausted.


 


		2.	Credit Line Usage Arrangement



 


2.1 Any specific Credit
Services applied for by Party A and approved by Party B during the credit extending period, will be automatically incorporated
into this Agreement and take up corresponding amounts of the Credit Line hereunder.


 


2.2 If Party A provides
factoring service with Party B as the payer (debtor), the third-party accounts receivable debt against Party B acquired by Party
A under these services will take up amounts of the Credit Line; if Party B applies for factoring service from Party A as the payee
(creditor), the acquisition/offtake payments provided by Party A to Party B by using Party A’s own funds or other funds of
lawful sources for the purchase of receivables held by Party B will take up amounts of the Credit Line.


 


2.3 If Party A entrusts
other branches of China Merchants Bank to issue back-to-back letter of credit to the beneficiary according to its internal procedures
after issuing the letter of credit, such letters of credit and documentary credits and delivery guarantees arising thereunder will
take up amounts of the Credit Line.


 






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Under the import letter
of credit service, if any subsequent import bill advance is made under the same letter of credit, the letter of credit and import
bill advance will take up the same amount of the Credit Line at different stage. That is to say, when an import bill advance is
made, amount recovered after payment by the letter of credit will be reused to make import bill advance, and will be deemed to
take up the same amount as the original import letter of credit.


 


		3.	Credit Line Approval and Utilization



 


3.1 The types of Credit
Line hereunder (revolving credit line or one-time credit line) and applicable types of Credit Services, credit amounts extended
for different types of Credit Services, whether different types of Credit Services can be swapped, and specific conditions for
utilizing the Credit Line are subject to approval of Party A. If Party A makes any adjustment to its original approval according
to Party B’s application during the Credit Extending Period, any subsequent approvals issued by Party A will constitute supplements
and modifications to the original approval, and so on.


 


3.2 Party B must apply
for utilization of the Credit Line one by one by submitting the required documentation for examination and approval by Party A
on a case-by-case basis. Party A shall have the right to decide whether to approve each application based on its internal management
requirements, Party B’s operation status and other relevant conditions, and may reject Party B’s application at its
sole discretion without assuming any legal liability to Party B. Where there is any inconsistency between this provision with any
other provisions hereof, this provision shall prevail.


 


In any follow-up service
of specific Credit Services previously approved by Party A, separate service agreements (whether single-transaction agreements/applications
or framework agreement) signed between Party A and Party B for specific services hereunder will constitute integral parts of this
Agreement. Amounts, interest rates, duration, purposes, fees and other transaction elements of each loan or other credits will
be subject to separate service agreements, the transaction vouchers confirmed by Party A (including by not limited to loan statements
etc.) and the transaction records in Party A’s system.


 






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3.3 Duration of each
loan or other credits within the scope of the Credit Line shall be determined according to Party B’s business need and Party
A’s business management rules; the expiration date of each specific service may be later than that of the Credit Extending
Period (unless required otherwise by Party A).


 


3.4 During the Credit
Extending Period, Party A shall have the right to evaluate Party B’s business and financial status on an annual basis, and
adjust the usable credit line of Party B based on such assessment.


 


4. Party B’s
Rights and Obligations


 


4.1 Party B shall have
the following rights to:


 


4.1.1 Require Party
A to provide loans or other credits within the scope of the Credit Line in accordance with the terms and conditions hereof;


 


4.1.2 Make use of the
Credit Line in accordance with the terms and conditions hereof;


 


4.1.3 Require Party
A to maintain confidentiality for information provided by Party B regarding Party B’s production, operation, properties,
accounts and other aspects, unless it is required otherwise by laws and regulations or the supervisory authority;


 


4.1.4 Transfer its debts
to a third party with Party A’s consent.


 


4.2 Party B shall be
obligated to:


 


4.2.1 Provide authentic
documents required by Party A (including but not limited to, on the frequency required by Party A, provide authentic financial
books/statements and annual financial reports, important decisions and changes in production, operation and management, money withdrawal/utilization
information, information related to collateral, etc.), and information regarding all banks of deposit, account numbers and deposit
 & loan balances, and cooperate with Party A’s investigation, review and inspection;


 






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4.2.2 Accept Party A’s
inspection on its use of credit funds and related production, operation and financial activities;


 


4.2.3 Make use of the
loans and/or other credits in accordance with provisions of this Agreement and separate contracts and/or the committed purposes;


 


4.2.4 Repay on time
principals, interests and fees of loans, advances and other credits in accordance with provisions of this Agreement and separate
contracts;


 


4.2.5 Obtain Party A’s
written consent before transferring debts hereunder to any third party in whole or in part;


 


4.2.6 Inform Party A
promptly and actively coordinate with Party A in arranging for measures to secure repayment of principals, interests and fees of
all loans, advances and other credits hereunder under any condition as follows:


 


4.2.6.1 Material financial
loss, loss of assets or other financial crisis has occurred;


 


4.2.6.2 It provides
loans or guarantee security for any third party or provide mortgage/pledge security with its own assets (rights);


 


4.2.6.3 Suspension of
business, revocation or deregistration of business license, filing or being filed for bankruptcy or dissolution, or changes in
important business information, such as: business name, business registration address, operating location, or changes in beneficiary
information etc.;


 


4.2.6.4 Its controlling
shareholder, other affiliated company or ultimate controlling party encounters major crisis in their operation or finance, causing
adverse impact to its normal operation; or the legal representative of its controlling shareholder, other affiliated company, ultimate
controlling party/main responsible party, or board member or significant managerial staff incurs change in personnel, is penalized/limited
personal freedom by authorized government entities for illegal activities or discipline violations, or is missing for over 7 days
and may affect normal operations;


 


4.2.6.5 It enters into
related-party transaction reaching 10% or more of its net assets value with its controlling shareholder or other affiliated company
(Party B’s notification shall include, at least, the relationship of each related-party, the nature and type of the transaction,
the transaction amount or the corresponding proportion, transfer pricing policy (including whether there is an actual monetary
amount or only a symbolic transfer) etc.);


 






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4.2.6.6 Any litigation,
arbitration or criminal/administrative penalty has been brought by or against it, causing material negative effect on its operation
or financial status;


 


4.2.6.7 Its legal representative/main
responsible party, board member or significant managerial staff incur change in personnel, is penalized/limited personal freedom
by authorized government entity for legal or disciplinary violations, or is missing for over 7 days and may affect normal operations;


 


4.2.6.8 It, or its ultimate
controlling party has involvement in any private high-interest loan activity; or incur a bad record in another financial institution
for loan rollover, late payment, interest arrears etc.; or its affiliated party experience an internal cash flow breakdown or a
dead crisis; or its project is suspended, postponed or a major investment error occurs;


 


4.2.6.9 Other material
circumstances that may affect its solvency.


 


4.2.7 Party B shall
not be slack in managing or claiming its mature debts or dispose its existing major properties without compensation or by other
improper means.


 


4.2.8 Party B must obtain
Party A’s prior written consent before engaging in consolidation (merger), separation, restructuring, equity joint venture
(cooperative joint venture), transfer of property rights or equity, reforming its shareholding system, overseas investment, increasing
debt financing, etc.


 


4.2.9 In the case of
dynamic pledge of accounts receivable, Party B shall guarantee that the credit balance at any time point during the Credit Extending
Period is lower than 80% of the balance of the pledged accounts receivable, otherwise it must provide new accounts receivable
acceptable to Party A for pledge or provide a bond (account number is determined by the bond deposit date generated or recorded
by Party A’s system, same for hereunder), until the balance of the pledged accounts receivable ×80% + valid
bond > credit balance.


 






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4.2.10 In the case of
bond pledge, if fluctuation in exchange rate results in the balance of the bond account being lower than 95% of the amount
of the corresponding credit service, Party B shall have the obligation to provide additional amount of bond or other guarantee
as required by Party A.


 


4.2.11 Party B shall
guarantee that payments for goods under import shall be collected into the account designated by Party A; under export negotiation,
shall transfer bills and/or documents under the letter of credit to Party A.


 


4.2.12 Party B shall
ensure that settlement, payment and other income and expenditure activities are mainly carried out in its bank settlement account
opened at Party A. During the Credit Extending Period, Party B’s share of settlement transactions in its designated account
shall not be less than Party A’s financing share in all of the Party B’s bank financing.


 


5. Party A’s
Rights and Obligations


 


5.1 Party A shall have
the following rights to:


 


5.1.1 Require Party
B to fully repay on time principals and interests of all loans, advances and credit debts under this Agreement and separate contracts;


 


5.1.2 Require Party
B to provide documents and information related to its utilization of the Credit Line;


 


5.1.3 Ask for information
about Party B’s production, operation and financial activities;


 


5.1.4 Supervise that
Party B is utilizing loans and/or other credits for the purposes agreed under this Agreement and separate contracts; when it is
required by its business, unilaterally suspend or restrict the corporate E-banking function of Party B’s account (including
but not limited closing the E-bank, presetting list of payees/single payment limit/phase payment limit, etc.), restrict sale of
settlement vouchers, or restrict telephone banking, mobile banking and other non-counter payment and exchange functions of Party
B’s account;


  






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5.1.5 Authorize other
branches of China Merchants Bank in the place where the beneficiary is located to issue letter of credit to the beneficiary according
to its internal procedures.


 


5.1.6 Deduct funds from
any account of Party B at any outlet of China Merchants Bank for repaying Party B’s debts under this Agreement and separate
contracts (if credit debts are not denominated in RMB, to purchase exchange from Party B’s CNY account according to the exchange
rate published by Party A at the time of deduction to repay principals, interests and fees of the credit debts);


 


5.1.7 Transfer its claims
against Party B, and inform Party B about the transfer and collect from Party B by appropriate means at its sole discretion, including
but not limited to fax, mailing, personal service, announcement on the public media, etc.;


 


5.1.8 Monitor and entrust
other China Merchants Bank outlets to monitor Party B’s accounts, and control disbursement of loan funds according to the
loan purposes and payment scope agreed by the Parties;


 


5.1.9 If Party A finds
that Party B is in a situation described under Article 4.2.6 of this agreement, Party A has the right to require party B to implement
guarantee measures stipulated by Party A for the principle and interest balance of the credit line and all related fees under this
agreement; Party A also has the right to take one or more of the remedies for breach of contract stipulated in the “Breach
Events and Treatment” section of this agreement;


 


5.1.10 Other rights
provided hereunder.


 


5.2 Party A shall be
obligated to:


 


5.2.1 Extend loans or
other credits to Party B within the scope of the Credit Line according to the conditions provided under this Agreement and separate
contracts;


 


5.2.2 Maintain confidentiality
for the status of Party B’s assets, finance, production and operation, unless otherwise provided by laws and regulations
or otherwise required by the supervisory body.


 


6. Party B hereby
makes the following guarantees: 


 



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6.1 Party B is an entity
with legal-person qualification lawfully established and existing under the laws of the People’s Republic of China, its procedures
for registration and annual reports publication are true, lawful and valid, and it has full capacity for civil conduct to sign
and perform this Agreement;


 


6.2 Party B has obtained
full authorization from its board of directors or any other authorities to sign and perform this Agreement;


 


6.3 Documents, data,
certificates and other information provided by Party B regarding Party B, the Guarantor, mortgagors/pledgors and mortgaged/pledged
assets are authentic, accurate, complete and valid, and do not contain material error or omission of any material fact that is
inconsistent with the facts;


 


6.4 Party B shall strictly
observe provisions of all separate transaction agreements and all letters and documents it issue to Party A;


 


6.5 No litigation, arbitration
or criminal/administrative penalty that may have material adverse consequences on Party B or its main property has taken place
at the time of signing this Agreement and no such litigation, arbitration or criminal/administrative penalty will take place during
the execution of this Agreement. In case any such condition occurs, Party B shall immediately notify Party A;


 


6.6 Party B shall strictly
abide by national laws and regulations in its business activities, carry out various businesses in strict accordance with the business
scope stipulated in its business license or approved according to the law, and go through the formalities of annual registration
inspection and business term renewal/extension on time;


 


6.7 Party B shall maintain
or improve the current operation and management level, ensure the maintenance and appreciation of its existing assets, do not give
up any mature debt claims, and do not dispose existing main properties without compensation or by other inappropriate ways;


 


6.8 Without permission
of Party A, Party B shall not repay other long-term debts in advance;


 






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6.9 At the time of signing
and performing this Agreement, Party B has not had any other major events affecting the performance of its obligations hereunder.


 


7. Other Fees and
Expenses


 


Where this Agreement
involves matters that require notarization (except for mandatory notarization) or third-party services, related fees and expenses
arising therefrom shall be borne by the entrusting party. If the entrusting is made by both parties collectively, they shall each
bear 50% of the fees and expenses.


 


In the event that Party
B fails to repay the debts owed to Party A under this Agreement as scheduled, all costs incurred by Party A in realizing its debt
claim, such as attorney's fees, legal fees, travel expenses, announcement fees, service fees, etc., shall be borne by Party B in
full, and Party B hereby authorizes Party A to directly deduct such costs from Party B's bank account at Party A. Where there is
any deficiency, Party B shall indemnify Party A in full upon receipt of the notice from Party A without requiring any proof from
Party A.


 


8. Breach Events
and Treatment


 


8.1 Party B shall be
deemed to have breached this Agreement when it:


 


8.1.1 Fails to perform
or breaches any of the obligations set forth herein;


 


8.1.2 Makes any representation
or warranty hereunder that is inauthentic or incomplete, or violates requirements of that provision and fails to rectify as required
by Party A;


 


8.1.3 Makes any material
breach event related to any lawful and valid contract signed by Party B with any other creditor and such breach is not satisfactorily
resolved within three months following the date of breach.


 


The aforementioned
material breach event refers to such breach of Party B that results in its creditor’s entitlement to claim from Party B an
indemnity of CNY One Hundred Million or more.


  


8.1.4 If Party B is
listed on the National Equities Exchange and Quotations (“NEEQ”) or has plans to apply to be listed; and it failed
or is hindered to be listing on the NEEQ, or its listing application is suspended; or it has been issued with warning letters,
ordered to make corrections, restricted in the trading of its securities account, or imposed with other self-disciplinary measures
by NEEQ, for more than 3 times; or it is being subject to disciplinary actions, or its listing is terminated, or other similar
circumstances;


 






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8.1.5 When Party B is
a supplier for the government procurement unit; and the government procurement unit makes three consecutive or cumulative late
payments or displays other signs not conductive to Party A’s credit line repayment risk; or Party B’s supplier status
is cancelled (blacklisted by the government procurement unit), or is unable to make timely supply delivery, has unstable product
quality, experiences operation difficulty, shows significant deterioration of financial situation (negative debt-to-asset ratio),
suspends production etc.


 


8.1.6 Party B’s
financial indicators fails to continue to meet the target requirements specified under this agreement/the specific business agreement;
or fails to continue to meet the prerequisites (if any) for Party A to provide Party B with any credit line/financing under the
cost agreement/the specific business agreement.


 


8.1.7 Other circumstances
Party A considers to be harmful to Party A’s legitimate rights and interests.


 


8.2 In the event the
Guarantor has any of the following conditions, and Party A considers it may harm the Guarantor’s guarantee capability, thus
requires the Guarantor to eliminate adverse effect of such circumstance or requires Party B to increase security or change security
condition, but the Guarantor and Party B fails to cooperate with such requirement, it will be deemed a breach event has occurred:


 


8.2.1 A condition similar
to one of the conditions described under Article 4.2.6 hereof has occurred, or a condition described under Article 4.2.8 has occurred
without Party A’s consent;


 


8.2.2 The Guarantor
conceals its actual capability for undertaking the guarantee responsibility or has not obtained authorization from relevant authority
when issuing the irrevocable letter of guarantee;


 






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8.2.3 The Guarantor
fails to go through formalities on time for annual registration inspection, renewal/extension of its business term, or other similar
circumstances;


 


8.2.4 The Guarantor
is being slack in managing and claiming for its mature debts or disposes its existing main properties without compensation or by
other improper means.


 


8.3 In the event the
Mortgagor (or Pledgor) has any of the following conditions, and Party A considers it may results in failure of creation of mortgage/pledge
or deficiency in the value of the mortgaged/pledged asset, thus requires the Mortgagor/Pledgor to eliminate adverse effect of such
condition or requires Party B to increase security or change security condition, but the Mortgagor/Pledgor and Party B fails to
cooperate with such requirement, it will be deemed a breach event has occurred:


 


8.3.1 The mortgagor/pledgor
has no ownership or disposal right to the mortgaged/pledged asset or the ownership is disputable;


 


8.3.2 The mortgaged/pledged
asset is leased, attached, seized or supervised or being subject to any statutory prior senior right (including but not limited
to senior right of construction payment), and/or such conditions are concealed;


 


8.3.3 The mortgagor
transfers, leases, re-mortgages or disposes by any improper means the mortgaged asset without Party A’s written consent;
or even though such disposal is done with Party A’s written consent, the proceeds obtained from disposal of the mortgaged
asset is not used to repay Party B’s debts to Party A as required by Party A;


 


8.3.4 The mortgagor
fails to properly keep, maintain and repair the mortgaged asset, obviously derogating their value; or the act of the mortgagor
directly endangers the mortgaged asset, causing their value to decrease; or the mortgagor fails to obtain insurance for the mortgaged
asset as required by Party A during the mortgage term;


 


8.3.5 The mortgaged
asset is or is likely to be included in the government’s scope of demolition and expropriation, but the mortgagor fails to
inform Party A promptly and perform relevant obligations under the mortgage contract;


 






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8.3.6 In case the mortgagor
uses its housing property which it has mortgaged with China Merchants Bank to provide residual mortgage security for the transaction
hereunder, the mortgagor pays off his/her personal mortgage loan without Party A’s consent before Party B’s has paid
off its credit debt hereunder.


 


8.3.7 The pledgor pledged
financial products purchased with funds from illegal/non-compliant sources


 


8.3.8 The mortgaged/pledged
asset may impact the value of other mortgaged/pledged asset or impact Party A’s rights over mortgaged/pledged assets etc.


 


8.4 Where accounts receivable
are pledged to secure the debt hereunder, if the accounts receivable debtor’s business has deteriorated significantly, or
the accounts receivable debtor transfers its properties or illegally withdraws capital for the purpose of debt evasion, or colludes
with the accounts receivable pledgor to change the payments collection channel to divert payment of accounts receivable from entering
the designated collection account, or loses it goodwill, or loses or is likely to lose its capability to perform the pledge agreement,
or has any other major event that impairs its solvency, Party A shall have the right to require Party B to provide corresponding
security or provide new valid accounts receivable for pledge, failing which, it will be deemed a breach event has arisen.


 


8.5 Once any of the
above breach events has arisen, Party A shall have the right to take the following measures separately or simultaneously:


 


8.5.1 Reduce the Credit
Line hereunder, or stop utilization of the remaining amount of the Credit Line;


 


8.5.2 Recover in advance
principals, interests and related fees of all loans extended within the scope of the Credit Line;


 


8.5.3 As for bills accepted
or letters of credit, letters of guarantee, delivery guarantees and other credit papers issued (including entrusted reissue) by
Party A within the Credit Extending Period, regardless if any advance has been made, Party A shall have the right to require Party
B to increase the amount of bond, or transfer deposits from its other accounts at Party A into the bond account or deposit the
corresponding amounts with a third party, to secure for repayment of future advances made by Party A hereunder;


 






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8.5.4 As for outstanding
accounts receivable claim of Party B acquired in factoring service, Party A shall have the right to require Party B to immediately
perform the repurchase obligation and adopt other recovery measures in accordance with relevant separate service agreement; as
for accounts receivable claim against Party B acquired in factoring service, Party A shall have the right to claim against Party
B immediately.


 


8.5.5 As appropriate,
Party A may also directly require Party B to provide other assets acceptable to Party A as new security, failing which, Party B
shall be liable to pay a liquidated damages equivalent to 30% of the Credit Line hereunder.


 


8.5.6 Directly freeze/deduct
deposit in/from any settlement account and/or other account opened by Party B at China Merchants Bank; stop the opening of any
new settlement accounts for Party B, stop issuance of any new credit cards for Party B’s legal representative;


 


8.5.7 Report Party B’s
credit violation information to credit bureaus and banking associations, and have the right to share such information among banking
institutions and even release such information to the public;


 


8.5.8 Dispose of the
pledged asset in accordance to the provisions of the guarantee text and/or pursue any loss from the guarantor


 


8.5.9 Take recourse
in accordance with provisions hereof;


 


8.6 Funds recovered
by Party A will be used to repay credit debts in a last-to-first order according to their respective maturity date. And each credit
will be repaid in the following order: fees, liquidated damages, compound interests, penalty interests, interests, and lastly principals
of the credit, until all principals, interests and related fees have been fully repaid.


 


Party A shall have the
right to unilaterally adjust the above repayment order, unless otherwise required by laws and regulations.


 


9. Guarantee Clause


 






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9.1 For all debts owed
under by Party A to Party B under this agreement, pledged property guarantee or joint guarantee shall be provided by Party B or
a Party A approved third party, Party B or the third party guarantor must provide or sign a guarantee text in accordance to Party
A’s requirements.


 


9.2 Party A has the
right to deny Party B’s credit line request if the guarantor have not signed the required guarantee text or have not completed
required guarantee procedures (including any debtor dispute on accounts receivable prior to the receivables being pledged) in accordance
to the provisions of this article.


 


9.3 In the case the
mortgagor provides real estate mortgage guarantees for all debts owed by Party B to Party A, if party A becomes aware that the
collateral property has already or may be included in the government’s demolition and collection plan, it shall immediately
inform Party A and urge the mortgager to use compensation provided by the demolishing party as replacement collateral to continue
the guarantee as stated under the mortgage agreement and complete the corresponding guarantee procedures in a timely manner, or
provide another guarantee to Party A in accordance to Party A’s requirements


 


In an event that the
guarantee must be redesigned or another guarantee must be provided due to the abovementioned circumstance, the mortgagor shall
be responsible for all relevant fees, Party B shall also have joint and several liability to such fees. Party A has the right to
deduct said fees from Party B’s accounts directly.


 


10. Others


 


10.1 During the term
of validity of this Agreement, any tolerance or grace period given by Party A for any breach or delay of Party B or any delay of
Party A in exercising any interest or right hereunder will not prejudice, affect or restrict any rights and interests Party A is
entitled to as the creditor under the law and this Agreement, and shall not be deemed as Party A’s permission or approval
for any breach or waiver of its right to adopt action against any existing or future breach.


 


10.2 In case this Agreement
or any part thereof becomes void or invalid in law due to any reason whatsoever, Party B shall still be liable for all debts owed
to Party A hereunder. In such case, Party A shall have the right to terminate performance of this Agreement and immediately claim
repayment of all debts owed by Party B hereunder.


 






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If any change in applicable
laws or regulations results in increase in Party A’s cost for performing its obligations hereunder, Party B shall compensate
for Party A’s cost increase as required by Party A.


 


10.3 The Parties’
notifications, requirements and other correspondences related to this Agreement shall be delivered in writing (including but not
limited to mail, fax, email, Party A’s E-bank, mobile phone short message, WeChat, etc.).


 


10.3.1 Notification,
if delivered by personal service (including but not limited to service by lawyer/notary public or express delivery) will be deemed
served upon being signed receipt by the addressee (in case of rejection by the addressee, the notification will be deemed served
upon the rejection date/return date or seven days following posting, whichever is earlier), if delivered by postal mail, will be
deemed served seven days following posting, if delivered by fax, email, Party A’s E-bank notification, mobile phone SMS,
WeChat or other acceptable electronic means, will be deemed served upon the date of successfully sent as shown by the sender’s
corresponding system.


 


Notification of debt
transfer or debt collection to Party B announced by Party A on any public media will be deemed served upon the date of announcement.


 


Either party who changes
its postal address, email, fax, mobile phone or WeChat shall inform the other party about such change within five business days
of such change, otherwise the other party shall have the right to serve notification to the original address or contact details.
Notification failed due to change in address will be deemed served upon the date of return or seven days following posting, whichever
is earlier. The changing party shall bear the loss of such notification failure on its own without prejudice to the legal effectiveness
of the service.


 


10.3.2 The above postal
address, email, fax, mobile phone and WeChat will also serve as the address for service of notarial and judicial documents to addressee
(including but not limited to complaints/arbitration applications, evidences, summons, notices of response, notices of proof, notices
of court session, notices of hearing, judgments/awards, orders, conciliation statements, notices of performance within a specified
time and other legal documents for the hearing and execution stages); service of documents by the court of litigation and the notary
public in writing as provided hereunder to the above address for service will be deemed duly served (refer to the previous article
above for the specific service standard).


 






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10.4 The Parties agree
that, to make an application for the trade financing service, Party B will only need to affix the reserved seal to application
form in accordance with the Letter of Authorization for Reserved Seal that it has provided to Party A; both parties hereby
acknowledge the validity of such seal.


 


10.5 When applying
for credit service through Party A’s online banking system, the digital signature generated by Party B’s digital
certificate will be Party B’s valid signature for the purpose of such application; Party A shall have the right to produce
relevant transaction vouchers according to the application information sent out from the online banking system, and Party B hereby
acknowledges authenticity, accuracy and legitimacy of such information and acknowledges being bound by it.


 


10.6 Written supplementary
agreements made and entered by and between the Parties through negotiation regarding matters not covered hereunder and modifications
hereto and all separate contracts entered into hereunder by the Parties shall form appendixes to and constitute integral parts
of this Agreement.


 


10.7 For convenience
of business handling, all operations of Party A related to transactions hereunder (including but not limited to applications acceptance,
documents review, loans releasing, transaction confirmation, deduction, inquiry, receipt printing, collection, payment deduction
and collection and notification) may be processed by any outlet within Party A’s jurisdiction which may generate, issue and
produce relevant letters and instruments; operations and instruments handled by other outlets within Party A’s jurisdiction
will be regarded as being done by Party A and be binding on Party B.


 






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10.8 All appendixes
hereto shall constitute integral parts of this Agreement and will automatically apply to corresponding specific transaction conducted
between the Parties.


 


10.9 As required by
Party A, Party B (check the box □ “√” when applicable)


 


□ shall obtain
insurance for its core assets and designate Party A as the primary beneficiary;


 


□ shall not sell
or create mortgage on the _/_ assets designated by Party A before paying off all credit debts;


 


□ shall restrict
distribution of dividends to its shareholders as follows as required by Party A before paying off its credit debts:


 


/


 


10.10 Party B shall
guarantee that during the Credit Extending Period, Party B’s financial indicator will not fall below the following requirements:


 


/


 


10.11 Party B shall
acknowledge the signed Organization Credit Business Agreement (including adjustments and additions made to it by the signing parties)
numbered _/_ between merchant bank _/_ and Party B’s parent company/head office/holding company _/_
(insert company name), agree to be bound by the contents of this agreement, and agree to responsible for all listed duties of the
Organization’s subsidiary as a subsidiary of the signing organization. Any violations will be treated in the same manner
as if Party B committed such violation, Party A has the right enforce all economic remedies listed in this agreement.


 


10.12 Other Agreement
Terms:


 






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10.12.1 Both parties
herby specifically agree to and confirm that in the event that any situation stipulated in Article 4.2.6 of this agreement or any
of following situations Party A believes may endanger the security of its debts occur, Party A has the right to require Party B
to implement guarantee measures for the safe repayment of all outstanding principle and interest balance of any loans, advances
and other credit obligations and all related fees under this agreement in accordance with Party A’s requirements, or take
one or more relief measures listed in Article 8.5 of this agreement:


 


Party B’s shareholder/ultimate
controlling party abused the independent status of the company’s legal representative or the limited liability of a shareholder,
committed tax evasion, stopped production, closed the business or revoked the company’s business license, filed or been filed
for bankruptcy or dissolution, penalized by relevant authorized parties, committed criminal offense, implicated in major legal
dispute, experienced major difficulty in production or major deterioration of financial situation.


 


In the event that the
provisions in this article are inconsistent with provisions of other articles of this agreement, the provisions of this article
shall prevail.


 


10.12.2 _/_


 


11. Applicable Law
and Dispute Resolution


 


11.1 Conclusion, interpretation
and dispute resolution of this Agreement shall be governed by the laws of the People's Republic of China (excluding the laws of
Hong Kong SAR, Macao SAR and the Taiwan region); and the Parties’ rights and interests shall be protected by the laws of
the People’s Republic of China.


 


11.2 All disputes between
the Parties arising out of or in connection with this Agreement and the performance hereof shall be resolved by the Parties through
negotiation, failing which, either party may (choose one out of the following two options, check the box □ with “√”when
applicable):


 


☑
11.2.1 Bring an action with a competent people’s court at Party A’s place; 


 


□ 11.2.2 Bring
an action with a competent people’s court at the agreement signing location, the agreement signing location is _/_;


 


□ 11.2.3 Apply
for arbitration with _/_ (insert name of the arbitration body) ; the place of arbitration shall be_/_.


 


11.3 After this Agreement
and all separate contracts concluded thereunder have been notarized with mandatory enforcement force, to claim for repayment of
debts owed by Party B under this Agreement and all separate contracts, Party A may directly submit an application to a competent
people’s court for enforcement.


 






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12. Effectiveness


 


This Agreement will
enter into force upon being signed and affixed with signature seal by legal representatives/principal responsible persons of both
parties or their authorized agents and affixed with common seals/seal of contracts of both parties, and will expire automatically
upon the expiration date of the Credit Extending Period or the date when all debts and other related fees owed by Party B to Party
A hereunder have been fully repaid (whichever comes later).


 


13. Supplementary
Provisions


 


This Agreement is executed
in triplicate with Party A, Party B and the Guarantor each keeping one copy and all copies have the same legal effect.


 


 


Appendix:


 


1: Special
Provisions Regarding Cross-border Coordinated Trade Financing


 


2: Special
Provisions Regarding Buyer/Import Factoring


 


3: Special
Provisions Regarding Order Loan


 


4: Special
Provisions Regarding Commercial Acceptance Bills Guarantee


 


5: Special
Provisions Regarding Derivative Transactions


 


6: Special
Provisions Regarding Gold Lease


 




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Appendix 1:





Special Provisions Regarding Cross-border
Coordinated Trade Financing


 


1. Cross-border coordinated
trade financing refers to the cross-border trade financing Party B applies for from Party A based on the authentic cross-border
trade background between itself and its overseas counterpart, which will be provided collectively by Party A and an overseas body
of China Merchants Bank (hereinafter “the Coordinated Platform”).


 


2. Specific types of
cross-border coordinated trade financing include without limit: back-to-back letter of credit, entrusted reissue, entrusted overseas
financing, commercial paper guarantee, overseas crediting for letters of guarantee and cross-border trade financing express service.
The meaning and business rules of each type of service will be agreed under separate service agreement.


 


3. Under back-to-back
letter of credit, the master letter of credit opened by Party A upon Party B’s application will directly take up amount of
the Credit Line hereunder, and documentary credits or advances made by Party A (whether during or after the Credit Extending Period)
under such master letter of credit for performing its obligations as the issuing bank and corresponding interests and fees thereof
will constitute Party B’s financing indebtedness to Party A and will be included into the scope of credit guarantee.


 


Under entrusted issuing
of letters of credit/entrusted overseas financing, the letters of credit applied for /trade financing provided by overseas companies
which Party A, upon Party B’s application, entrusts the Coordinated Platform to accept, will take up amount of the Credit
Line hereunder. Import collection documentary credits extended by Party A or advances made by Party A for outward payment under
import collection to Party B’s benefit (whether during or after the Credit Extending Period) and related interests and fees
thereof will directly constitute Party B’s financing indebtedness to Party A and included in the scope of credit guarantee.


 






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Under commercial paper
guarantee, upon Party B’s application, Party A will directly take up amount of the Credit Line hereunder to provide guarantee
for the commercial bills accepted by Party B. If Party B fails to make full payment for the bills on time, Party A shall have the
right to made advances for the guaranteed bills, and such advances (whether made during or after the Credit Extending Period) and
related interests and fees thereof will be included in the scope of credit guarantee.


 


Under overseas crediting
for letters of guarantee service, letters of guarantee/standby letters of credit issued by Party A upon Party B’s application
will directly take up amount of the Credit Line hereunder. After the overseas company has transferred collection rights (non-claim
rights) under the letters of guarantee to the Coordinated Platform, advances made by Party A (whether during or after the Credit
Extending Period) upon claim from the Coordinated Platform made based on the letters of guarantee/standby letters of credit and
related interests and fees thereof will directly constitute Party B’s financing indebtedness to Party A and will be included
into the scope of the credit guarantee.


 


Under cross-border trade
financing express service, after Party A has approved Party B’s trade financing application, the trade financing directly
provided to Party B by the Coordinated Platform will take up amount of the Credit Line hereunder. In case Party B fails to pay
off trade financing of the Coordinated Platform on time, Party A shall have the right to make the repayment in the form of documentary
credits or advances, such documentary credits or advances (whether made during or after the Credit Extending Period) and related
interests and fees thereof will constitute Party B’s financing indebtedness to Party A and will be included into the scope
of credit guarantee.


 




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Appendix 2: 


 


Special Provisions Regarding Buyer/Import
Factoring


 


1. Definitions


 


1.1 Buyer/import factoring
service refers to comprehensive factoring services covering payment approval and accounts receivable collection & management
provided by Party A as the buyer/import factor for the seller/export factor after the latter has acquired accounts receivable against
Party B as the accounts receivable debtor under the relevant commercial contract.


 


Under the buyer/import
factoring service, in case Party B constitutes buyer credit risk, Party A shall assume payment approval liability for the buyer/export
factor; in case any dispute arises during performance of the commercial contract, Party A shall have the right to transfer the
acquired accounts receivable back to the seller/export factor.


 


1.2 The seller/export
factor is the party who has concluded the factoring service agreement with the supplier/service provider (accounts receivable creditor)
under the commercial contract and acquired accounts receivable held by the accounts receivable creditor. Party A can serve as both
the buyer/import factor and the seller/export factor concurrently.


 


1.3 A dispute arises
when Buyer raises objection, counter claim, offset or similar action against the accounts receivable acquired by Party A due to
any dispute between the accounts receivable creditor and Party B concerning goods, services, invoices or other causes related to
the commercial contract, or when any third party makes claim, applies for attachment, freezing or seizure or takes other similar
actions against the accounts receivable under this Agreement; it will be deemed a dispute has arisen so long as the accounts receivable
acquired by Party A can not be fulfilled whether in whole or in part due to any reason other than credit risk of the buyer.


 


1.4 Commercial contracts
refer to transaction contracts concluded between Party B and the accounts receivable creditor for the trading of goods and/or services.


 






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1.5 Under payment approval/payment
guarantee, after Party B has constituted buyer credit risk, Party A shall pay corresponding amount of accounts receivable to the
seller/export factor within a certain time limit following maturity of the accounts receivable.


 


2. Upon Party B’s
application, Party A agrees to provide buyer/import factoring service for Party B within the scope of the Credit Line; any accounts
receivable transferred from the seller/export factor to Party A will deduct/take up the credit line under the credit agreement
in accordance to its amount.


 


Amounts paid by Party
A as the buyer/import factor for performing its payment approval liability and all related fees will be deemed as credits extended
to Party B under the Credit Agreement, and be included as a part of Party B’s credit guarantee coverage. Party A has the
right to adopt any and all remedies under the Credit Agreement to pursue payment of any approved payment/guaranteed payment amount
from Party B. So long as it has acquired accounts receivable within the Credit Extending Period, even though the payment approval
obligation is performed by it following expiration of the said period, Party A shall still have the right to claim from Party B
in accordance with the Credit Agreement and relevant commercial contract.


 


3. Buyer/import factoring
fee


 


Buyer/import factoring
fee refers to a business management fee collected by Party A for the provision of buyer/import factoring service to Party B, which
will be charged from Party B upon transfer settlement at a certain percentage of the amount of the accounts receivable; the specific
rate standard will be reasonably determined by Party A in accordance with its business rules.


 


4. Party B hereby gives
up the right to raise objection against any dispute arising out of the performance of the commercial contract. Therefore, regardless
if there is any other agreement, once Party B fails to make payment according to provisions of the commercial contract, it will
be deemed that Party B has constituted buyer credit risk, and Party A will proceed to approve the payment, to which Party B has
no objection.


 




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Appendix 3:


 





Special Provisions Regarding Order Loan


 


1. Order loan refers
to a loan that Party A extends to Party B based on the commercial contract (or project contract) concluded between Party B and
a downstream client, to be used by Party B for performing routine production and operation activities under the commercial contract
(or project contract) and will be repaid by sales income (or project income) under the relevant contract as the first source of
repayment.


 


2. Party B shall open
a sales income account with Party A for commercial contracts (or project contracts). Sales income under all commercial contracts
(project contracts) which have applied for order loan must be remitted directly to this special account, and may not be used or
changed without Party A’s approval. Party B must notify the payor that this special account is the only account to receive
sales income. Party A shall have the right to deduct money from the special account to pay for principals, interests, penalty interests
and other related fees of the order loan financing.


 


3. Under any of the
following situations, Party A may immediately suspend the use of Party B’s credit line under the Credit Agreement and adopt
corresponding breach remedies in accordance with the Credit Agreement:


 


3.1 Party B’s
downstream client has been delinquent in payment for three times consecutively, and Party A reasonably believes that its financial
condition has deteriorated to a degree not conducive to protecting Party A’s debt claim;


 






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3.2 Party B’s
supplier qualification has been canceled by its downstream client, or Party B fails to deliver goods to its downstream client on
time, or quality of the goods supplied by Party B to its downstream client is unstable, or Party B fails to proceed with its works
on schedule without approval of its downstream client, or Party B’s professional qualification is lowered to a degree not
conforming to its downstream client’s requirements, or Party A reasonably believes that Party B has encountered operational
difficulty or its financial condition has deteriorated, or total amount of payments from Party B’s downstream client has
been lower than the total monthly payable amount due from Party B under relevant financing contract for three months consecutively,
or the downstream client fails to make installment payment in accordance with relevant project contract for two times consecutively.








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Appendix 4:





Special Provisions Regarding Commercial
Acceptance Bills Guarantee


 


1. Commercial acceptance
bills guarantee refers to the service by which Party A provides discount for the commercial acceptance bills accepted by Party
B or allows the bill holder to apply for discount from any branch of China Merchants Bank (hereinafter “Other Discount Acceptance
Bank”). The bill holder (hereinafter “Discount Applicant”) may apply for discount from Party A or Other Discount
Acceptance Banks by presenting the commercial acceptance bill. Such discount service will take up a corresponding amount of the
Credit Line hereunder.


 


As the provision of
acceptor discount service for commercial acceptance bills by Party A to Party B is the precondition for Other Discount Acceptance
Banks to accept discount applications from the bill holder, Other Discount Acceptance Banks, after processing the discount, shall
have the right to transfer the discounted bills to Party A and Party A shall be obliged to accept such transfer. Party B hereby
commits to unconditionally pay the commercial acceptance bills acquired by Other Discount Acceptance Banks when they fall due.
Both parties have no objection to this provision.


 


2. Commercial acceptance
bills referred to hereunder include both paper commercial acceptance bills and electronic commercial acceptance bills (hereinafter
 “Electronic Commercial Bills”) and both commercial acceptance bills with interest obligation on the discount applicant
and commercial acceptance bills with interest obligation on the buyer.


 


Discount service for
commercial acceptance bills with interest obligation on the buyer refers to such bills discount service by which Party B shall
be obliged to pay the discount interest when Party A is processing discount for the commercial acceptance bills issued and accepted
by Party B.


 


3. During the Credit
Extending Period, Party B must open a commercial acceptance bill bond account with Party A (the account number will be the one
generated or recorded by Party A’s system when the bond is deposited), and before the acceptance of each bill, deposit a
certain amount of money into the bond account as per the percentage required by Party A to serve as the payment bond for the commercial
accepted bills which are accepted by Party B and for which Party A has committed to discount.


  






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Party B shall deposit
full amount of payable bill into the bond account it opens with Party A before maturity of each commercial acceptance bill, to
pay for the bill when it falls due.


 


4. During the Credit
Extending Period, the discount applicant may present the commercial acceptance bills accepted by Party B directly to Party A for
discount, or to another Discount Acceptance Bank for discount. Party A or the Other Discount Acceptance Bank shall have the right
to examine the qualification of the discount applicant and requires Party B to verify and confirm, and decide at its sole discretion
whether to provide discount or not.


 


After Other Discount
Acceptance Bank has provided discount, it shall have the right to transfer the discounted commercial acceptance bills to Party
A in accordance with applicable rules of China Merchants Bank. When Party A, after processing the discount or acquiring commercial
acceptance bills from Other Discount Acceptance Bank, presents the bill to Party B for payment, Party B shall unconditionally make
full payment for the payable bill on time.


 


5. The opening and discounting
of each electronic commercial bill shall be subject to the transaction information saved in the Electronic Commercial Draft System
of the People’s Bank of China or the customer statement or other transaction record produced or printed based on such transaction
information. Party A’s transaction records will constitute integral parts hereof and have equal legal effect as this Agreement.
Party B hereof acknowledges the accuracy, authenticity and legitimacy of such records.


 


6. Any disputes arising
out of or in connection with the underlying contract of the commercial acceptance bills for which Party A guarantees to discount
within the scope of the Credit Line shall be resolved by Party B and relevant party involved through negotiation; before the maturity
of each bill, Party B shall still have the obligation to deposit sufficient amount of bond and bill amount on time in accordance
with the aforementioned provisions.



 






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7. After providing discount
for the commercial bills accepted by Party B or acquiring commercial bills accepted by Party B from Other Discount Acceptance Bank,
if Party B fails to deposit sufficient amount for the commercial acceptance bills before they fall due, Party A shall have the
right to deduct corresponding payment from any deposit account of Party B with China Merchants Bank. For any advance made by Party
A due to insufficiency in Party B’s deposit and insufficiency of balances in Party B’s accounts to make deduction,
Party A shall have the right to collect a penalty interest from Party B at _5_/10,000 of the advanced amount per day in
accordance with applicable provisions of the Payment Settlement Measures.


 




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Appendix 5:


 





Special Provisions Regarding Derivative
Transactions


 


1. Derivative transactions
processed by Party A upon Party B’s application may take up the Credit Line by a certain percentage of the nominal principal
of transaction/transaction amount, or in the case of floating loss on a derivative transaction, Party A may, in accordance with
specific agreement between the Parties, take up additional credit line of Party B (upon the occurrence of each transaction, Party
A will determine the credit line amount to be taken up based on the type, duration and risk of such transaction and the risk coefficient
of the transaction corresponding to the deducted credit line); the actual credit line amount taken up will be subject to the contents
recorded on the credit line occupation notice and/or transaction confirmation letter/verification letter and other related transaction
documents issued by Party A.


 


2. All derivative transactions
that still have balances or incur losses during the Credit Extending Period, whether the transactions arise during or after the
Credit Extending Period, will take up the Credit Line in accordance with the preceding provision.


 




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Appendix 6: 


Special Provisions Regarding Gold Lease


 


1. “Gold Lease”
service refers to the service by which Party A leases physical gold to Party B and Party B shall return to Party A equivalent quantity
of gold of same nature and attribute upon expiration of the lease term and shall pay rents in Chinese yuan to Party A on schedule.


 


2. Party A may provide
gold lease service for Party B upon Party B’s application within the Credit Extending Period and the scope of the Credit
Line; physical gold leased by Party A will take up amount of the Credit Line by a corresponding value agreed under the gold leasing
agreement signed by the Parties and will constitute Party B’s debts to Party A.


 


 


Special notes: 


 


All terms
and conditions of this Agreement (including all appendixes hereof) have been fully negotiated by all parties hereto. Party A has
reminded Party B to pay special attention to the terms and conditions regarding exemption or limitation of the Party A’s
liabilities, some rights unilaterally owned by the Party A, and increase or limit of Party B’s liabilities or rights, and
to comprehend such terms and conditions fully and accurately. Party A has made corresponding explanations for the aforementioned
terms and conditions upon the request of Party B. All signatory parties’ understandings of the terms and conditions of this
Agreement are fully consistent. 


 


(The reminder of this page
is intentionally left blank)


 






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(This page is the signatory page
of the Credit Agreement No***)


 


Party A: China Merchants Bank
Shenzhen Branch (Bank Seal)


Principal Responsible Person
or Authorized Agent (Signature/Name Seal):


/s/ Special Seal for Contract
of China Merchants Bank Shenzhen Branch


/s/ Yue Ying


 





 


Party B: Shenzhen Xunlei Networking
Technologies Co., Ltd. (Seal)


Legal Representative/Principal
Responsible Person or Authorized Agent: (Signature/Name Seal):


/s/ Wu Kening


/s/ Shenzhen Xunlei Networking Technologies
Co., Ltd.


 


Signing date: June 20, 2019


 



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