Exhibit 10.1
No.:
XXXXX
Financing
Credit Line Agreement
Financing
Credit Line Agreement
Company:
GLOBAL Technology Inc.
(hereinafter
referred to as "the Client")
Principal Business Address: No.88,Qiushi
Rd., Wangchun Industrial Park, Ningbo, China
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Contact Person: Hongmei Lee
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Tel.: 88133816
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Bank:
Shanghai
Pudong Development Bank Co., Ltd. Ningbo Branch
(hereinafter referred to as "the Financing
Bank")
Principal Business Address: No.399,Mingshan
Rd., Beilun,Ningbo
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Contact Person: Yihong Xu
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Tel.: 86886053
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Based on the principles of equality, mutual
benefit, and voluntariness, the parties hereto have entered into the following agreement ("this Agreement") through friendly
consultation in accordance with the relevant laws and regulations.
Part
1 General Terms and Conditions
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1.
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Agreement
Any documents signed by and between the Client and the Financing Bank within the
use period of the credit line, including the Credit Line Change Agreement (in the form of Annex 1) and accompanying financing documents,
shall be an integral part of this Agreement and shall be read in conjunction with this Agreement.
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2.
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Credit Line
For the purposes of this Agreement, the term Use Period of the Credit Line refers
to the period for use of the credit line specified in the Financing Credit Line Form (Part 2 of this Agreement) or the period for
use of the credit line specified in any valid credit line change agreements signed by and between the Client and the Financing
Bank, whichever is signed later. The Client shall apply to the Financing Bank for use of the financing credit line within the use
period. If the Client submits an application beyond the use period, the Financing Bank may reject it regardless of whether the
financing credit line has been used up.
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3.
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Credit Line Change
If the terms and conditions herein are inconsistent with the Financing
Credit Line Form, the Financing Credit Line Form (including the changes to the Form made by the Client and the Financing Bank from
time to time based on Credit Line Change Agreement) shall prevail. If any accompanying financing documents signed by and between
the Client and the Financing Bank within the use period of the credit line are inconsistent with the provisions of this Agreement,
the business involved in the accompanying financing documents shall be subject to the provisions of such documents.
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Notwithstanding the foregoing,
the Financing Bank is still entitled to notify the Client that the financing under any accompanying financing document has become
due in advance when it deems necessary, so as to guarantee its creditor's rights. In such case, the Client shall immediately repay
the financing amount and increase the margin ratio for the letter of credit (LC), letter of guarantee (LG)/standby LC, or bank
acceptance bill issued by the Financing Bank in accordance with the Client's application to 100%.
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4.
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Financing
In
accordance with the provisions of this Agreement and any accompanying financing documents, the Client may apply to the Financing
Bank for credit financing (collectively referred to as financing in this Agreement) as agreed within the financing credit line
and its use period. The specific applicable financing type shall be subject to provisions of the Financing Credit Line Form.
The Financing Bank's commitments to the financing credit line hereunder is classified into revocable commitments and irrevocable
commitments. For revocable commitments, the Financing Bank can (but is not obligated to) provide financing to the Client. For irrevocable
commitments, the Financing Bank shall fulfill such commitments hereunder provided that the preconditions for use of the credit
line agreed herein and other preconditions agreed between the parties for a specific business are met.
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5.
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Accompanying Financing Documents
For the purposes of this Agreement, accompanying financing
documents refer to documents that have been signed by the Client, which include but are not limited to:
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(1)
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In terms of loans, such documents refer to the current fund loan contract, fixed asset loan contract,
and any other loan documents that may have been signed by the Client.
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(2)
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In terms of bill discounting, such documents refer to the bill discounting agreement and any other
documents that may have been signed by the Client.
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(3)
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In terms of commercial acceptance bill discounting, such documents refer to the commercial acceptance
bill discounting agreement and any other documents that may have been signed by the Client.
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(4)
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In terms of factoring financing, such documents refer to the factoring financing agreement and
any other documents that may have been signed by the Client.
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(5)
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In terms of export bill advance under LC (including domestic LC) and advance against documentary
collection, such documents refer to the export bill advance under LC agreement, the advance against documentary collection agreement,
and any other documents that may have been signed by the Client.
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(6)
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In terms of import bill advance under LC, such documents refer to the import bill advance under
LC agreement and any other documents that may have been signed by the Client.
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(7)
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In terms of packing loans, such documents refer to the packing loan agreement and any other documents
that may have been signed by the Client.
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(8)
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In terms of the opening of an LC, such documents refer to the LC opening agreement and any other
documents that may have been signed by the Client.
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(9)
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In terms of opening an LG/standby LC, such documents refer to the LG opening or standby LC agreement.
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(10)
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In terms of the opening of a bank acceptance bill, such documents refer to the bank acceptance
bill agreement and any other documents that may have been signed by the Client.
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(11)
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Other financing documents signed by and between the Client and the Financing Bank.
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As for the Client's application
for use of the relevant financing credit line, the Financing Bank will issue financing funds to the Client and/or issue a commitment
according to the Client's requirements in accordance with the provisions of this Agreement and the accompanying financing documents
provided that requirements of this Agreement and the Financing Bank are met. However, the Client shall not cancel or change the
financing application/agreement that has been signed or submitted; otherwise, the Client shall compensate for the Financing Bank's
costs, expenses, and losses resulting from its cancellation or change of the application/agreement.
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6.
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Submission of Documents
The Client hereby undertakes that it will submit the following documents
or meet the corresponding conditions before the signing of this Agreement or as required by the Financing Bank:
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(1)
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Copies of the Client's latest Articles of Association and business license;
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(2)
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The board resolution that authorizes the Client to sign this Agreement and related accompanying
financing documents;
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(3)
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The Client's letter of authorization to the authorized representative and the specimen signature
of the authorized agent;
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(4)
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All accompanying financing documents that have been legally signed by the Client in accordance
with the requirements of the Financing Bank;
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(5)
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Other documents and/or conditions required by the Financing Bank.
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7.
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Preconditions for Use of the Credit Line
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The Client shall meet the following
conditions before using the credit line:
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(1)
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The Client carries out normal production and business activities, has sound financial conditions, and has no serious deterioration
of operations in the past three years.
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(2)
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The Client has not been engaged in any event of default as stated in the financing credit line
agreement.
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(3)
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If the business hereunder is guaranteed, the Client has signed the corresponding guarantee document, had the document come
into effect, gone through the necessary mortgage/pledge registration formalities, and had the guaranty rights established before
the Financing Bank conducts the specific business.
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(4)
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The Client proposes a clear plan for the use of credit line and the elements and conditions of a specific business application
are in line with the relevant rules and regulations of the Financing Bank, the requirements for credit line approval, and the conditions
for handling the specific financing business.
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(5)
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The Client has provided documents on its production, operation, financial activities, and financial
statements, and promised to provide and accept the supervision and inspection for and of the Financing Bank on time within the
validity period of this Agreement.
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(6)
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The proposed financing amount does not exceed the remaining credit balance.
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(7)
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The Client's specific business application is filed within the use period of the credit line, and
the designated date of loan, the date of requiring the Financing Bank to open the LC, LG/standby LC, or bank acceptance bill, and
other business performance dates fall on the Financing Bank's business days.
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(8)
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Other prerequisites proposed by the Financing Bank (if any, see "Other Agreed Matters"
in Part 2 for details).
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8.
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Occupied Financing Credit Line
It refers to the sum of the financing fund that the Financing
Bank has already issued to the Client in accordance with the provisions of this Agreement and the accompanying financing documents,
the amount that has not been repaid by the Client, and the amount involved in the commitment made at the Client's request, subtracting
the amount that the Client or the Client’s guarantor has paid to the Financing Bank in the form of cash pledge (including
margin) except as otherwise agreed by the parties.
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9.
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Revolving
As for the revolving financing credit line, after the Client has fulfilled its
obligations under this Agreement and the accompanying financing documents (including repaying the relevant financing funds, increasing
the margin to 100%, and relieving the Financing Bank of its payment responsibility), the credit line occupied by the amount involved
in the fulfilled obligations shall be restored, and the Client may continue to apply to the Financing Bank for use of the financing
credit line within its use period in accordance with the provisions of this Agreement. Once the non-revolving financing credit
line is occupied, it cannot be restored for use unless the Financing Bank agrees to it. Except as otherwise provided in this Agreement,
the Financing Bank is entitled to review the conditions of the Client and the collateral on a yearly basis. If the conditions of
the Client and the collateral pass the Financing Bank's review, the Client may continue to use the financing credit line in the
next year. If the conditions of the Client and the collateral fail the Financing Bank's review, the Financing Bank is entitled
to cancel the financing credit line at the beginning of the next year. Except for the accompanying financing documents that are
still in force, the unused and to-be-prepaid financing credit line can no longer be used.
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10.
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Guarantee
If the financing credit line hereunder is guaranteed, the additional prerequisite
for the Client's application for financing in accordance with the provisions of this Agreement is that the guarantee document has
been signed and has become effective. If the Financing Credit Line Form contains any requirements for the margin ratio of the opened
LC, LG/standby LC, or bank acceptance bill, the precondition for the Client to apply for the opening of the LC, LG/standby LC,
or bank acceptance bill is that the relevant proportion of the deposit has been paid in full. If the Client applies for a change
of the financing credit line and as a result the financing credit line is increased, the Client shall provide additional collateral
or urge the guarantor to confirm the change and provide additional collateral. If the Client can continue to use the financial
credit line in the next year upon the Financing Bank's review, it shall ensure that the relevant guarantee will continue to be
effective according to the requirements of the Financing Bank.
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11.
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Tax
Unless the law requires the Client to pay the relevant tax when repaying the financing
fund, the Client's repayment hereunder shall be made in full without any deduction. If the Client must pay the relevant tax in
accordance with the law, it shall issue a tax payment certificate to the Financing Bank within fifteen (15) days after the relevant
deduction is made, and shall pay additional amount to the Financing Bank to make the total amount equivalent to that the Financing
Bank should have received without any deduction.
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12.
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Representations and Warranties
The Client hereby makes the following representations and
warranties, and such representations and warranties shall be deemed to be made by the Client repeatedly and shall remain effective
each time the Financing Bank provides a financing fund to the Client in accordance with this Agreement and the accompanying financing
documents.
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(1)
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The Client is an enterprise (public institution) legal person or an economic organization with
independent legal personality, well-established financial system, and sound solvency that is incorporated in accordance with the
applicable laws. It is entitled to enter into and execute this Agreement according to law, is entitled to sign this Agreement and
any related documents, and it has taken any necessary corporate actions to make this Agreement and any related documents legitimate,
valid, and enforceable.
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(2)
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The Client's signing of this Agreement and fulfilling of its obligations hereunder shall not and
will not violate any other contracts or documents that it has signed, the Articles of Association, any applicable laws, regulations,
or administrative orders, and relevant documents, judgments, and rulings of the competent authority, and will not conflict with
any other obligations or arrangements of the Client.
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(3)
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The Client and any of its shareholders and affiliated companies are not involved in any liquidation,
bankruptcy, reorganization, acquisition, merger, spin-off, restructuring, dissolution, closure, shut-down, or similar legal proceedings,
and have not encountered any circumstances that may lead to such legal proceedings.
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(4)
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The Client is not involved in any economic, civil, criminal, or administrative litigation proceedings
or similar arbitration proceedings that may have a material adverse effect on it, and it has not encountered any circumstances
that may lead to such legal proceedings or similar arbitration proceedings.
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(5)
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The Client's legal representative, directors, supervisors, or other senior management and any important
assets of the Client are not involved in any enforcement, seizure, detainment, freezing, lien, or regulatory measures, and have
not encountered any circumstances that may lead to such measures.
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(6)
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All financial statements (if any) the Client issues are in compliance with applicable laws and
that the statements can reflect its financial status in a truthful, complete, and impartial manner. All materials, documents, and
information regarding the Client and its guarantor that the Client provides to the Financing Bank in the process of signing and
performing this Agreement are truthful, valid, accurate, and complete without any concealment or omission.
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(7)
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The Client strictly abides by the applicable laws and regulations in its business activities, conducts
its business in strict accordance with the business scope as stipulated in its business license or according to law, and goes through
the annual inspection procedures on time.
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(8)
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The Client has disclosed to the Financing Bank the facts and circumstances (including but not limited
to the operating status, financial status, and external guarantees) that it knows or should know, which are important for the Financing
Bank to decide whether to grant the credit line hereunder.
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(9)
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The Client's internal management documents related to environmental and social risks are in compliance
with laws and regulations and they have been effectively implemented.
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(10)
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The Client is not involved in other circumstances or events that have or may have a material adverse
effect on its contractual capacity.
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13.
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Promises
The Client hereby makes the following promises, and such promises shall be deemed to be made by the Client
repeatedly and shall remain effective each time the Financing Bank provides a financing fund to the Client in accordance with this
Agreement and the accompanying financing documents.
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(1)
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The Client shall strictly abide by and perform the obligations under this Agreement and the accompanying
financing agreements.
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(2)
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Except as otherwise provided in this Agreement or the accompanying financing agreements, the Client
shall, in accordance with the provisions of this Agreement and the accompanying financing documents, repay the financing fund or
the advance payment on time or increase the margin to 100% according to the Financing Bank's requirements. The Client shall handle
and obtain all required approvals, authorizations, registrations, and permits, and maintain their effectiveness in accordance with
the applicable laws and regulations, so as to enable itself to legitimately sign and perform its obligations under this Agreement
and any related documents. The Client shall immediately issue relevant certificates upon the Financing Bank's request.
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(3)
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The Client shall, within five (5) of the Financing Bank's business days from the date when it is
informed of its involvement in any economic, civil, criminal, administrative litigation proceedings, or similar arbitration proceedings
that may have a material adverse effect on it, or upon learning of any of its material assets involving any enforcement, seizure,
detainment, freezing, lien, or regulatory measures, notify the Financing Bank in writing and specify the impact in details and
the remedial measures that have been taken or that are planned to be taken.
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(4)
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Without the written consent of the Financing Bank, the Client shall not provide any third party
with a guarantee that has a material adverse effect on its financial condition or its ability to perform its obligations hereunder.
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(5)
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Without the written consent of the Financing Bank, the Client shall not settle other long-term
debts in advance and such settlement may have a material adverse effect on the Client's ability to perform its obligations hereunder.
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(6)
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From the date of signing this Agreement, the Client will not do the following without the written
consent of the Financing Bank before all the debts under this Agreement and the accompanying financing documents have been settled:
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(i)
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Be involved in liquidation, reorganization, bankruptcy, acquisition, merger, spin-off, restructuring, dissolution, closure,
shut-down, or similar legal proceedings.
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(ii)
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Sell, rent, give, transfer, or otherwise dispose of any of its important assets except for daily business operation needs.
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(iii)
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Make any change to its ownership structure.
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(iv)
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Sign contracts/agreements that have a material adverse effect on the Client's ability to perform its obligations hereunder
or undertake related obligations that have such adverse effect.
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(7)
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If the guarantee hereunder is involved in specific circumstances or changes, the Client shall provide
another guarantee approved by the Financing Bank in a timely manner according to the Financing Bank's requirements. Such specific
circumstances or changes include but are not limited to the guarantor’s shut-down, closure, dissolution, or suspension of
business, the guarantor's business license revoked or canceled or application for or being applied for reorganization or bankruptcy,
the guarantor's significant changes in its business or financial conditions, the guarantor's involvement in major litigation or
arbitration cases, legal representative/responsible person litigation, arbitration, or other enforcement measures, decrease or
possible decrease in the value of the guarantor's collateral, the guarantor's being closed down or being subject to other property
preservation measures, or the guarantor's violation of the guarantee contract or requirement to terminate the guarantee contract.
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(8)
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Upon request by the Financing Bank, the Client shall also handle the enforceable notarization with
the notary office approved by the Financing Bank, and the Client voluntarily accepts the enforcement.
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(9)
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The Client shall inform the Financing Bank at any time of any event that may affect its ability
to perform the obligations under this Agreement and any related documents.
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(10)
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Special provisions on group clients (applicable to group clients).
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If the Client hereunder is a
group client, it hereby promises that:
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(i)
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The Client shall report details about the related transactions accounting for more than 10% of the actual credit grantor's
net assets, including: a. the relationship between the parties to the transaction; b. the items and nature of the transaction;
c. the amount of the transaction or the corresponding proportion; d. the pricing policy (including transactions with no amount
or only a token amount).
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(ii)
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The actual credit grantor shall be deemed to have violated this Agreement and the Financing Bank is entitled to unilaterally
decide to cancel the Client's unused credit line, recover part or all of the used credit line, or require the Client to increase
the margin to 100% if he/she: a. provides false materials or conceals important business or financial facts; b. changes the original
purpose of the credit line, uses the credit line for other purposes, use the credit line to engage in illegal or rule-breaking
transactions without the consent of the Financing Bank; c. uses notes receivable, accounts receivable, or other creditor's rights
in contracts with related parties that don't actually exist to illegally obtain capital or credit line from the bank by discounting
or pledge; d. refuses to accept the Financing Bank's supervision and inspection over its use of the credit funds and the relevant
financial activities; e. is involved in a merger, acquisition, or reorganization that the Financing Bank believes may affect the
credit line security; f. or intentionally evades repayment of the bank loans through related transactions.
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(11)
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Special warranties, covenants, and agreements on green credit (applicable to clients running nuclear
power plants, large hydropower stations, water conservancy projects, resource extraction projects, etc. whose construction, production,
and operation activities may seriously change the environment and whose adverse environmental and social consequences are difficult
to be eliminated, and clients running petroleum processing, coking and nuclear fuel processing, chemical raw materials and chemical
products manufacturing, etc. whose construction, production, and operation activities will bring about adverse environmental and
social consequences but such consequences are easy to be eliminated through slow-release measures):
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(i)
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The Client hereby represents and warrants that it will manage environmental and social risks, including:
a. ensuring that its internal management documents related to environmental and social risks are in compliance with laws and regulations
and they have been effectively implemented;
b
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ensuring that it is not involved in any major litigation case related to environmental and social risks.
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(ii)
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The Client hereby promises that it will accept the Financing Bank's supervision and will strengthen
the management of environmental and social risks, including: a. ensuring the compliance of all behaviors and performance related
to environmental and social risks; b. establishing a sound internal management system for environmental and social risks, which
specifies responsibilities, obligations, and penalties for the Client's relevant responsible personnel; c. establishing sound emergency
response mechanisms and measures for environmental and social risks; d. setting up a dedicated department and/or assigning dedicated
personnel to handle environmental and social risks; e. cooperating with the Financing Bank or its approved third party to assess
the Client's environmental and social risks; f. giving appropriate responses to or taking other necessary actions for other stakeholders'
doubts on the Client's management of environment and social risks; g. urging the Client's stakeholders to strengthen the management,
so as to prevent the stakeholders' environmental and social risks from affecting the Client; h. and performing other actions that
the Financing Bank believes are related to the management of environmental and social risks.
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(iii)
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The Client hereby promises that it will promptly and fully inform the Financing Bank of: a. various
types of permissions, examinations, and approval related to environmental and social risks during the commencement, construction,
operation, and shutdown process; b. assessments or inspections over environmental and social risks performed by the environmental
and social risk regulatory institution or its accredited institutions; c. the supporting construction and operation of environmental
facilities; d. the emission and compliance of pollutants; e. the safety and health conditions of employees; f. major complaints
and protests against the Client from neighboring communities; g. significant environmental and social claims; h. and other major
circumstances that the Financing Bank believes are related to environmental and social risks.
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(iv)
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If the Client and the actual credit grantor have the following circumstances, it is deemed that
the Client has violated this Agreement: a. the Client's representations, warranties, and commitments regarding the management of
environmental and social risks are not earnestly fulfilled; b. the Client is punished by the relevant government department due
to poor management of environmental and social risks; c. the Client is strongly questioned by the public and/or the media due to
poor management of environmental and social risks; d. and other default events related to the management of environmental and social
risks agreed by the institution and the Client, including cross-defaulting events.
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If the Client has the aforesaid
default behaviors, the Financing Bank is entitled to unilaterally decide to: a. cancel the credit granting commitment already made;
b. suspend the disbursement of the loan until the Client has taken satisfactory remedial measures; c. recover the loan already
disbursed in advance; d. exercise the relevant rights to mortgage and pledge in advance when the loan cannot be repaid; e. and
take other penalties agreed by the Financing Bank and the Client.
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(12)
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The Client/guarantor hereby agrees and irrevocably authorizes that the Financing Bank is entitled
to, without violating the
Regulations on the Administration of the Credit Reporting Industry
and prohibitive provisions
of relevant laws and regulations, and under the collection requirements of the state financial credit information basic database,
provide all contracts/agreements/commitments signed by and between the Client/guarantor and the Financing Bank, including information
on compliance with all of the above contracts/agreements/commitments and basic corporate and other information provided by the
Client/guarantor to the national financial credit information basic database for query and use by qualified organizations. At the
same time, the Financing Bank is also entitled to query and use the credit information related to the Client/guarantor that already
exists in the state financial credit information basic database. This authorization covers all aspects of the Financing Bank's
management over the business hereunder before and after the signing of this Agreement, and it shall expire when this Agreement
is actually terminated.
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(13)
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The Client hereby confirms that it fully understands and is aware of the fact that the Financing
Bank prohibits its employees from taking advantage of their positions to seek any form of interest, and it hereby promises to avoid
providing any form of improper benefits such as rebates, gifts, securities, valuables, various incentives, private expense compensation,
private travel, or expensive entertainment to the Financing Bank's employees without permission on the principle of honesty and
fairness.
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14.
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Fees and Expenses
The Client shall assume the relevant fees and taxes in accordance with
the provisions of laws and regulations and this Agreement.
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15.
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Penalty Interest
The overdue penalty interest and misappropriation penalty interest for
the financing hereunder and their calculation and collection rules shall be agreed upon in the Financing Credit Line Form or the
accompanying financing documents by the parties through negotiation.
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16.
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Conversion of Exchange Rate
If the financing currency is inconsistent with the currency
of the financing credit line when calculating the occupancy of any credit line, the Financing Bank is entitled to make the conversion
based on the relevant exchange rate that it determines. If at any time the total occupied financing credit line hereunder exceeds
the foregoing maximum financing credit line due to exchange rate changes, the Financing Bank is entitled to require the Client
to immediately repay the excess part. If the Client's repayment (including authorized repayment) currency is inconsistent with
the financing currency, the Financing Bank is entitled to purchase foreign currency at the relevant exchange rate that it determines,
and the exchange rate risk shall be borne by the Client.
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17.
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Authorized Repayment and Offsetting
When the Client has any outstanding debt due to the
Financing Bank, the Client hereby authorizes the Financing Bank to use any fund (regardless of the currency) under any of the Client's
account with Shanghai Pudong Development Bank to directly repay the debt on behalf of the Client regardless of whether the debt
is incurred under this Agreement or the accompanying financing documents. The authorization is irrevocable. If exchange rate conversion
is involved, the Financing Bank shall make the conversion based on the relevant exchange rate that it determines and the exchange
rate risk shall be borne by the Client.
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18.
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Proof of Debt
The Financing Bank will maintain accounting records and vouchers in its accounting
books relating to the business activities involved in this Agreement and all accompanying financing documents in accordance with
its usual business practices. Except for obvious errors, the Client hereby acknowledges that the relevant accounting records, vouchers,
or other valid supporting materials are valid evidence for the Client's debt.
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19.
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Transfer
The Client shall not transfer any rights or obligations hereunder. The Financing
Bank may transfer its rights or obligations hereunder to any third party anytime and may disclose to the third party any information
relating to this Agreement, including any information the Client and the Client's guarantor provide for the Financing Bank for
the purposes of this Agreement.
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20.
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Information Disclosure
The Client hereby agrees that, except for the disclosures permitted
by Article 19 hereunder, the Financing Bank may disclose to any of its headquarters, branches, affiliates, and personnel of such
institutions any information relating to this Agreement. In addition, the Financing Bank's disclosures in accordance with any laws
and regulations or the requirements of regulatory authorities, government agencies, or judiciary organs are also permitted disclosures.
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21.
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Default
The Client's breach of any representations and warranties hereunder, the circumstances
in which such representations or warranties are proved to be incorrect, untrue, incomplete, or misleading or have been breached,
and/or the Client's breach of or failure to perform any of its promises hereunder and/or any violation of the provisions under
this Agreement or any accompanying financing documents, and/or the Client's involvement in any circumstances that may affect the
Financing Bank's loan security, and/or the guarantor's breach of any guarantee documents shall all constitute the Client's default
of this Agreement and the accompanying financing documents. In addition to claiming a compensation from the Client for all the
losses including the attorney fees, the Financing Bank is also entitled to (but is not obliged to) take the following measures
separately or simultaneously:
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(1)
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Adjust or cancel the financing credit line hereunder.
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(2)
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Declare that all or partial debts under any accompanying financing documents of this Agreement
become due in advance, and/or terminate this Agreement and all or partial accompanying financing documents, and require the Client
to immediately repay all or partial financing principal and interest. Require the Client to provide an additional margin for bills
of exchange that are already accepted or LCs, LGs, or standby LCs that are already issued by the Financing Bank during the use
period of the credit line, or transfer the deposit under the Client's deposit or settlement account to its margin account for external
payment or as a margin for possible future advances for the Client. If the Financing Bank has paid any advances for the Client,
it is entitled to require the Client to repay the advances immediately.
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(3)
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Calculate and collect compound interest for the accrued interest in accordance with the penalty
interest rate stipulated in this Agreement or the accompanying financing documents.
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(4)
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Deduct the deposit under any of the Client's account with the Financing Bank in accordance with
the provisions of Article 17 under this Agreement.
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22.
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Applicable Laws and Judicial Jurisdiction
This Agreement shall be governed by and construed
in accordance with the laws of the People's Republic of China (for the purposes of this Agreement, the laws of Hong Kong and Macao
Special Administrative Regions and Taiwan are excluded here). Any disputes relating to this Agreement shall be settled through
friendly negotiation. If the negotiation fails, the disputes shall be brought to the People's Court of the place where the Financing
Bank is located. In the course of dispute settlement, the parties shall continue to perform this Agreement except for matters in
dispute.
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23.
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Service Address of Ligation Documents
The Client hereby confirms that for any lawsuits arising
hereunder, the judicial documents issued in the course of the proceedings, such as summons and notices, shall be deemed to have
been served when they are delivered to the address listed at the beginning of this Agreement. Any changes to the foregoing address
shall not become effective without prior notice to the Financing Bank.
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24.
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Notices
All notices from one party to the other party shall be delivered to the address
specified at the beginning of this Agreement until the other party gives a written notice to change the address. When a notice
is delivered to the foregoing address, it shall be deemed to have been served on the following dates: If it is a letter, the date
of service shall be the seventh (7) business day of the Financing Bank after its delivery; if it is a personal delivery, the date
of service shall be the date when the recipient signs it; if it is a fax or email, the date of service shall be the date when the
fax or email is sent. However, all notices, requests, or other correspondence sent or delivered to the Financing Bank shall be
deemed to have been served when the Financing Bank actually receives them. The originals (stamped with the official seal) of all
notices and requests sent to the Financing Bank afterwards by fax or by email shall be delivered in person or by post to the Financing
Bank for confirmation.
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25.
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Severability of Terms
The invalidity, illegitimacy, or unenforceability of any provisions of this Agreement or any accompanying
financing documents shall not affect the validity, legitimacy, or enforceability of other provisions of this Agreement or any accompanying
financing documents.
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26.
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Grace
Within the validity period of this Agreement, the Financing Bank's grace to or delayed action against the Client's
any default or other behaviors shall not impair, affect, or limit all creditor's rights or interests to which the Financing Bank
is entitled in accordance with the law or this Agreement, and such grace or delayed action shall not be deemed as the Financing
Bank's recognition of the Client's default of this Agreement, or the Financing Bank's waiver of the right to take any action against
the Client's existing or future defaults.
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27.
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Prior Credit Granting and Its Relationship with This Agreement
Unless otherwise agreed by
the parties, provided that the Client signed a credit granting agreement with the Financing Bank previously, the unliquidated balance
of a specific business activity under the credit granting agreement shall be automatically included hereunder and shall directly
occupy the credit line hereunder from the effective date of this Agreement. The Client hereby undertakes that it will obtain the
confirmation of the guarantor under the original credit granting agreement for continued guarantee of debts hereunder, as required
by the Financing Bank.
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28.
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Commencement
This Agreement takes effect when it is signed (or stamped) by the Client's
legal representative or authorized agent and stamped with the official seal, and signed (or stamped) by the Financing Bank's legal
representative/person in charge or authorized agent and stamped with the official seal (or contract seal). This Agreement shall
remain valid unless the Financing Bank cancels the entire financing credit line and the Client no longer has any financing or debt
balance owed to the Financing Bank under this Agreement and all accompanying financing documents.
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(End
of Part 1)
Part 2
Commercial Terms (Financing Credit Line Form)
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Client's name: Global Technology, Inc.
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Description of financing credit line
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Amount of financing credit line (currency)
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RMB 180,000,000
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Credit Period
(yyyy/mm/dd)
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From
2019/5/24 To 2024/5/24
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Revolving type of the credit line
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☑
Revolving
□ Non-revolving
□ Other
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credit line type
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□
Revocable
commitment
□ Irrevocable commitment
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The guarantors and guarantee contracts that provide guarantee for the debts hereunder include but are not limited to:
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Guarantor
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Global Technology, Inc.
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Guarantee mode
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☑
Mortgage □ Pledge □ Warranty
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Guarantor
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Guarantee mode
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□ Mortgage □ Pledge □ Warranty
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Guarantor
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Guarantee mode
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□ Mortgage □ Pledge □ Warranty
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Margin ratios of
different services
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□
Discounting
% □ Establishment of LC
%
☑ Issuance of bank acceptance bills
30%
□ Issuance of LG/standby LC
%
□ Other
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Applicable financing products and credit line requirements
(please tick (√) the applicable financing product and cross (×) non-applicable ones)
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Applicable financing products
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Credit line (amount, currency)
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Interest
rate/Rate
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Maximum duration for a
single deal
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Remarks
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|
☑
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Loan
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☑
Current fund loan
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□ Fixed asset loan
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☑
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Trade financing
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☑ Opening of bank acceptance bills
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□ Commercial acceptance bill discounting (including the agreed interest payment method)
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☑ Bank acceptance bill discounting
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□ Guaranteed commercial acceptance bill discounting (with the Client as the acceptor)
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□ Factoring financing
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☑ Establishment of LC (including usance LC payable at sight)
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☑ Import bill advance (under LC/inward collection)
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□
Export bill advance under LC
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□ Advance against documentary collection
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□ Packing loan
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☑
Issuance of LG/standby LC
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☑ Import refinance
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□ Outward remittance financing
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□ Guaranteed import payment
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□ Domestic LC for buyer financing
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□
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□ Other
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Other agreed matters:
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Notes:
(1)
The sum of actually occupied financing credit lines for all
applicable financing products shall not exceed the maximum financing credit line anytime. If the Client wishes to separately define
the financing credit line for a certain financing product, the credit line for that applicable financing product shall be separately
indicated.
(2)
If the mortgagor or pledger is the Client, "Client"
or the name of the Client shall be filled in the "Guarantor" column.
(3)
The RMB interest rate is the annual interest rate. If a floating
rate is adopted, the floating period shall be specified. In the "Rate" column, the amount or ratio for a single deal
shall be filled.
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This
Agreement is made in
four
copies, with the Client holding
one
copy/copies,
the Financing Bank holding
two
copy/copies, and
Registration center
holding
one
copy/copies. Each copy has the same legal effect.
|
(The remainder
of this page is intentionally left blank.)
(Signature
page)
This Agreement is entered into by the following
two parties on
May 24, 2019
. The Client hereby acknowledges that at the time of signing this Agreement, both parties have
explained and discussed all terms in detail. The parties have no doubts on all terms of this Agreement, and have accurate and correct
understanding of the legal implications of the parties' rights and obligations and limitation or exemption terms.
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Client (official seal)
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Financing bank (official seal or contract
seal)
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Global Technology, Inc.
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Shanghai Pudong Development Bank Co.,
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Ltd. Ningbo Branch
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Legal representative or authorized agent
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Legal Representative/Person in charge or authorized
agent
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(signature or seal)
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(signature or seal)
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Exhibit
10.2
No.:
XXXXX
Maximum
Mortgage Contract
Maximum Mortgage Contract
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Mortgagee:
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Shanghai Pudong Development Bank Co., Ltd.
Ningbo
Branch
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Mortgagor:
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Global Technology,Inc.
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WHEREAS,
In order to ensure the debtor's full and
timely performance of its obligations under the Principal Contract, and guarantee the realization of the creditor's rights of the
creditor ("Mortgagee" hereto), the Mortgagor voluntarily assumes the guarantee liabilities under this Contract. NOW,
THEREFORE, the Mortgagee and the Mortgagor agree as follows.
Article 1 Mortgage
Guarantee
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(1)
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The Mortgagor irrevocably agrees to provide the mortgage guarantee for the debtor to pay off all
the debts owed by the debtor to the Mortgagee under the Principal Contract against the mortgaged properties specified in Article
9 of this Contract.
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(2)
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Apart from the mortgaged properties, the effect of the mortgage rights under this Contract shall
also extend to the appurtenance, accessory rights, fructus, and subrogation of the mortgaged properties.
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The Mortgagor acknowledges that the Mortgagee
shall have the first priority of claims for the mortgaged properties unless otherwise agreed in this Contract. Where the debtor
fails to fulfill its debts in accordance with the Principal Contract, irrespective of whether the Mortgagee has other guarantee
rights (including but not limited to the guarantee by way of warranty, mortgage, and pledge) over the creditor's rights under the
Principal Contract, the Mortgagee shall have the right to first require the Mortgagor to fulfill the guarantee liabilities within
the scope of guarantee as agreed in this Contract without first requiring other guarantors to fulfill their guarantee liabilities.
In addition to the principal creditor's
rights as specified in this Contract, the scope of guarantee under this Contract also covers the interest accrued thereon (for
the purpose of this Contract, the interest shall include the interest, penalty interest, and compound interest), liquidated damages,
compensation for damages, handling charges, other expenses incurred from the conclusion or performance of this Contract, as well
as the expenses incurred by the Mortgagee from realizing its guarantee rights and creditor's rights (including but not limited
to legal costs, attorney fees, and travel expenses).
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1.4
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Changes to the Principal Contract
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The Mortgagor hereby acknowledges that,
if any extension granted by the Mortgagee to the debtor or the amendments or changes made by the Mortgagee and the debtor to any
provisions of the Principal Contract do not increase the responsibilities of the Mortgagor, the rights and interests of the Mortgagee
under this Contract shall not be affected by such changes, and the guarantee liabilities of the Mortgagor shall not be reduced
or exempted because of such changes.
Notwithstanding the foregoing, if the
Mortgagee has issued a letter of credit (LC), a letter of guarantee (LG), or a standby LC to the debtor, the Mortgagee and the
debtor may make any amendments to the Principal Contract (including the LC, LG, or standby LC issued thereunder) without consent
from or further notice to the Mortgagor. In such case, prior consent shall be deemed to have been obtained from the Mortgagor with
respect to such amendments, and the guarantee liabilities of the Mortgagor shall not be reduced or exempted because of such changes.
Article 2 Mortgage
Registration
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(1)
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Upon conclusion of this Contract, the Mortgagor shall, at the request of the Mortgagee, complete
the mortgage registration procedures for the mortgaged properties hereunder in a timely manner. The Mortgagor shall, after being
issued a mortgage certificate (if any), immediately deliver the mortgage certificate and the ownership certificate of the mortgaged
properties to the Mortgagee for custody.
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(2)
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If the mortgaged properties under this Contract are subject to the approval of a relevant authority
before they are mortgaged, the Mortgagor shall also complete the approval procedures with the relevant authority prior to the mortgage
registration.
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(3)
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Before all the debts of the debtor under the Principal Contract are paid off in full, the Mortgagor
is obliged to ensure the mortgage registration is free from defects and remains valid in all aspects, including but not limited
to completing the procedures for renewal or extension of the registration prior to the expiration of the registered mortgage period
(if any).
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2.2
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Registration of changes
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During the existence of the mortgage rights,
in the event of any changes to the registered particulars of the mortgage which shall be subject to registration of changes in
accordance with the law, the Mortgagor shall cooperate with the Mortgagee to complete the registration procedures of changes with
the relevant mortgage registration authority in a timely manner.
After all the debts under the Principal
Contract guaranteed by this Contract are paid off in full and acknowledged by the Mortgagee, the Mortgagor shall file a written
application with the Mortgagee. After the examination and returning of the mortgage certificate (if any) and/or other relevant
certificates (if any) under custody by the Mortgagee, the Mortgagor may handle the procedures for de-registering the mortgage with
the original registration authority.
Article 3 Insurance for the
Mortgaged Properties
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3.1
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Insurance for the mortgaged properties
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(1)
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At the request of the Mortgagee, the Mortgagor shall, within five (5) days from the signing date
of this Contract, purchase the type of property insurance from an insurer approved by the Mortgagee in sufficient amount for the
mortgaged properties, naming the Mortgagee as the insured or the first beneficiary. If it is impossible to purchase the property
insurance naming the Mortgagee as the insured or the first beneficiary, the Mortgagor shall complete the procedures for the transfer
of or changes to relevant rights and interests in accordance with paragraph 2 of this article after purchasing insurance with a
person other than the Mortgagee as the insured or first beneficiary.
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(2)
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If the Mortgagor has purchased corresponding property insurance for the mortgaged properties prior
to the conclusion of this Contract, it shall, within five (5) days from the signing date of this Contract, transfer all the rights
and interests (including claims of various natures and the payment of insurance benefits) under the insurance contract to the Mortgagee,
or complete the procedures for the transfer of or changes to the insurance rights and interests by naming the Mortgagee as the
first beneficiary until the Mortgagor pays off all the creditor's rights guaranteed by the mortgaged properties to the Mortgagee,
and shall include a provision or remarks for the above in the insurance policy and insurance contract.
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(3)
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The amount of the insurance placed on the mortgaged properties shall not be less than the amount
of all the creditor's rights guaranteed by the mortgaged properties, and the expiration date of the insurance shall be six months
from the due date of the last debt or the Expiration date of the period for determination of the creditor's rights under the Principal
Contract (whichever is later), except for the circumstances otherwise consented by the Mortgagee. Before the creditor's rights
under the Principal Contract are paid off in full, the Mortgagee has the right to require the Mortgagor to continue to purchase
the insurance in accordance with the requirements of this article.
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(4)
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Upon the occurrence of an insurance accident, all the rights and interests under the insurance
contract shall be received and allocated by the Mortgagee. The insurance benefits, compensations, etc. shall be deposited into
the designated account of the Mortgagee as the mortgaged properties under the Principal Contract to pay off the debts in advance
or when due.
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(5)
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The Mortgagor shall hand over the original insurance contract and other relevant legal documents
to the Mortgagee for custody, abide by all warranties or other requirements with respect to the insurance contract and at the request
of the Mortgagee, and provide the payment receipt for the last insurance premium and all or any relevant insurance policies and
the payment receipts for insurance premiums.
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(6)
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During the mortgage period, without the prior written consent of the Mortgagee, the Mortgagor shall
not unilaterally engage in the discussion with the insurer to amend, cancel, or terminate the insurance contract, or waive the
claim for insurance benefits or the claim for compensations from third parties, nor shall it violate the obligations specified
in the insurance contract.
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(7)
|
During the mortgage period, the Mortgagor must pay insurance premiums in a timely manner, and shall
not suspend or withdraw the insurance for any reason whatsoever. Otherwise, the Mortgagee may purchase insurance and pay insurance
premiums to renew the aforementioned insurance at the Mortgagor's expense, and the Mortgagor shall, within seven (7) days after
receiving a payment notice from the Mortgagee, pay such expenses and corresponding interests to the Mortgagee. The Mortgagor agrees
that the Mortgagee may deduct such expenses directly from the account opened by the Mortgagor with the Mortgagee.
|
Article 4 Realization of Mortgage
Rights
|
|
4.1
|
Conditions for disposal of the mortgaged properties
|
Under any of the following circumstances,
the Mortgagee has the right to dispose of the mortgaged properties in accordance with the law to realize the mortgage rights:
|
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(1)
|
The debtor is in breach of the Principal Contract.
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(2)
|
The Mortgagor is in breach of this Contract.
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(3)
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Any circumstance where the creditor can realize its creditor's rights in advance under the Principal
Contract occurs.
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(4)
|
Other circumstances where the mortgaged properties may be disposed of as agreed upon by the parties
occur.
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4.2
|
Realization of mortgage rights
|
Upon the occurrence of any circumstance
where the mortgaged properties are disposed of as agreed herein, the Mortgagee has the right to dispose of any mortgaged properties
in any of the following manners:
|
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(1)
|
The Mortgagee may reach an agreement with the Mortgagor to pay off all the debts with the proceeds
from the conversion of the mortgaged properties or the proceeds from the auction or sale thereof. If the parties fail to reach
an agreement through negotiation, the Mortgagee may directly request a people's court to auction or sell the mortgaged properties
to pay off all the debts.
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(2)
|
After the mortgaged properties are converted into money, auctioned, or sold, the portion of the
proceeds in excess of all the creditor's rights guaranteed by the mortgaged properties shall be owned by the Mortgagor, and the
insufficient portion, if any, shall be paid by the debtor. The Mortgagee has the right to decide, at its own discretion, the order
of priority for payment with the proceeds from the disposal of the mortgaged properties.
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(3)
|
After the Mortgagee disposes of the mortgaged properties, the proceeds from the disposal of the
mortgaged properties shall be used to pay off the debts under the Principal Contract that are guaranteed by the mortgaged properties
when due or in advance. For Financing businesses other than loans, if the Mortgagee has not made advance payment, the Mortgagee
has the right to deposit and allocate the proceeds from the disposal of the mortgaged properties to the account designated by the
Mortgagee or the security deposit account of the debtor in order to make payment externally or as the security deposit for possible
advance payments to be made by the Mortgagee, and the parties acknowledge that no security deposit pledge contract will be separately
executed.
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(4)
|
The Mortgagee may dispose of the mortgaged properties by other means permitted by Laws or agreed
upon by the parties to realize the mortgage rights.
|
Article 5 Representations and
Warranties
|
|
5.1
|
Representations and warranties of the Mortgagor
|
The Mortgagor represents and warrants to
the Mortgagee that:
|
|
(1)
|
It is a civil subject with full capacity for civil rights and civil conducts. It has the right
to sign this Contract, and has obtained all necessary authorizations and approvals to sign this Contract and perform its obligations
hereunder.
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(2)
|
The conclusion and performance of this Contract does not violate the Laws, articles of association,
or the relevant documents, judgments, and verdicts of the competent authorities that bind upon the Mortgagor, nor does it violate
any contracts or agreements entered into by the Mortgagor or any other obligations binding upon it.
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(3)
|
All the materials and information (including the materials related to the Mortgagor and the mortgaged
properties) provided by the Mortgagor comply with all applicable Laws, and they are true, valid, accurate, and complete without
any concealed information.
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(4)
|
The financial data provided by the Mortgagor have truthfully, completely, and justly reflected
the financial condition of the Mortgagor. There is no material adverse change in the Mortgagor's operating condition and financial
condition since the issuance of the latest audited financial statements.
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(5)
|
It will complete the recordation, registration, or other procedures required for this Contract.
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(6)
|
There is no other situation or event that causes or may cause any material adverse effect on the
Mortgagor's ability to perform this Contract.
|
Article 6 Covenants
|
|
6.1
|
The Mortgagor's undertakings about the mortgaged properties
|
With respect to the mortgaged properties
under this Contract, the Mortgagor undertakes and acknowledges to the Mortgagee that:
|
|
(1)
|
The Mortgagor has the full and lawful ownership of the mortgaged properties. The mortgaged properties
are acquired by lawful means and as of the signing date of this Contract, the mortgaged properties are free from any disputes or
defects of right in aspects of the ownership, use rights, or operating and management rights, and also free from any mortgage rights,
lien rights, other guarantee rights and interests, or priority rights (except for those established under this Contract) unknown
to the Mortgagee. Except for the mortgage rights established under this Contract, without the written consent of the Mortgagee,
the Mortgagor undertakes that it will not establish further mortgage rights, lien rights, and/or any other guarantee or priority
rights and interests on the mortgaged properties for any third parties other than the Mortgagee by any means, nor will it lease,
transfer, or give the mortgaged properties to any third parties or provide the mortgaged properties to third parties for use without
compensation, or conceal, remove, dismantle, damage, or make illegal additions to the mortgaged properties.
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|
(2)
|
The mortgaged properties may be subject to mortgage in accordance with the law without being subject
to any restriction. The mortgaged properties have not been seized, detained, supervised, or involved in other administrative or
compulsory proceedings in accordance with the law.
|
|
|
(3)
|
The mortgaged properties are not common properties, or although they are common properties, the
Mortgagor has obtained written consent from the co-owner with respect to the mortgage on the mortgaged properties.
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|
(4)
|
If the mortgaged properties are construction in progress or real property constructed, the corresponding
land use right shall be mortgaged together with such construction in progress or real property, unless otherwise specified.
|
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|
(5)
|
If the mortgaged properties are the land use right, the Mortgagor undertakes to bring the land
under development in a timely manner, and the land use right will not be taken back due to a delay in development.
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(6)
|
If the mortgaged properties are the land use right or construction in progress, the Mortgagor undertakes
that the construction in progress and existing properties at subsequent stages shall also be included in the mortgaged properties
under the Principal Contract, and when the mortgage conditions are met, the Mortgagor will promptly sign relevant documents and
handle relevant mortgage procedures at the earliest time permitted by the real property registration authority or the competent
authority.
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|
(7)
|
If the mortgaged properties are the land use right, construction in progress, or real property,
the Mortgagor undertakes that all the land costs (including but not limited to land assignment fees) and other expenses in connection
with the mortgaged properties have been paid in accordance with the laws and regulations, and there are no situations that may
cause adverse effects on the mortgage rights.
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(8)
|
The Mortgagor shall strictly abide by various regulations and policies concerning the mortgaged
properties under this Contract.
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6.2
|
Further undertakings of the Mortgagor
|
|
|
(1)
|
The Mortgagor undertakes that it will not take the following acts without the written consent of
the Mortgagee:
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|
|
a.
|
Transfer (including by means of sale, gift, debt payment, exchange, etc.), mortgage, pledge, or
otherwise dispose of all or part of its major assets.
|
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|
b.
|
Make major changes to the operation system or property organization form, including but not limited
to restructuring, equity transfer, acquisition (or merger), spin-off, and decrease in capital.
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|
c.
|
Conduct or apply for bankruptcy, reorganization, dissolution, or closure of business, have its
business license revoked by the superior competent authority, or stop business operation abnormally.
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|
d.
|
Sign any contract/agreement that has a material adverse effect on the Mortgagor's ability to perform
its obligations hereunder, or assume relevant obligations that have such effect.
|
|
|
(2)
|
The Mortgagor undertakes to immediately notify the Mortgagee within five (5) banking days upon
the occurrence of any of the following events:
|
|
|
a.
|
The representations and warranties made by the Mortgagor hereunder become untrue, inaccurate, incomplete,
non-compliant with Laws, or invalid due to occurrence of any relevant event.
|
|
|
b.
|
The Mortgagor or its controlling shareholder, actual controller, related person, or legal representative
is involved in any lawsuit or arbitration, or its assets are subject to seizure, attachment, freezing, enforcement, or other measures
of the same effect.
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c.
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There is any change in the Mortgagor's legal representative, authorized agent, responsible person,
chief financial officer, mailing address, company name, office address, etc., or the Mortgagor changes his/her domicile, habitual
residence, work unit, or name, or leaves the city where he/she lives for a long period of time, or there is any adverse change
in his/her income.
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d.
|
The mortgaged properties are involved in disputes over ownership, or are seized, detained, expropriated,
damaged, or lost, or the mortgage rights are subject or may be subject to adverse effects from any third parties.
|
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|
e.
|
The Mortgagor is applied for reorganization or bankruptcy by any other creditor or its business
license is revoked by the competent authority.
|
|
|
(3)
|
The Mortgagor undertakes that, during the conclusion and performance of this Contract, it will
cooperate as required by the Mortgagee to provide relevant financial documents.
|
|
|
(4)
|
The Mortgagor acknowledges that, before all the creditor's rights of the Mortgagee under the Principal
Contract are paid off in full, the Mortgagor shall not exercise the right of recourse and other relevant rights (including but
not limited to offset of any debts that it owes to the debtor) to which it is entitled as a result of assuming the guarantee liabilities
hereunder against the debtor.
|
|
|
(5)
|
Where the debtor pays off all or part of the debts in advance or the debtor makes individual repayment
to the Mortgagee, the Mortgagor shall continue to assume the mortgage guarantee obligations and/or joint and several guarantee
obligations with respect to the creditor's rights of the Mortgagee against the Mortgagor after such early repayment or individual
repayment is revoked.
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(6)
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At the request of the Mortgagee, the Mortgagor shall entrust an appraisal institution recognized
by the Mortgagee to assess the mortgaged properties.
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(7)
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At the request of the Mortgagee, the Mortgagor shall also apply to a notary authority recognized
by the Mortgagee for notarization with enforceable effects, and the Mortgagor voluntarily accepts such enforcement.
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(8)
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Where the Mortgagee exercises the mortgage rights in accordance with this Contract, the Mortgagor
shall actively cooperate with the Mortgagee to go through relevant procedures, so as to ensure the realization of the Mortgagee's
mortgage rights.
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(9)
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The Mortgagor hereby acknowledges that the validity of this Contract shall not be affected by that
of the Principal Contract.
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(10)
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The Mortgagor shall assume the relevant expenses and taxes and dues under this Contract in accordance
with the laws and regulations, as well as the provisions of this Contract.
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(11)
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The Mortgagor shall properly keep, maintain, and reasonably use the mortgaged properties, and it
shall not commit any acts on the mortgaged properties in a manner prohibited or excluded in insurance clauses to ensure the safety
and completeness of the mortgaged properties. The Mortgagor shall accept the inspection performed by the Mortgagee on the mortgaged
properties at any time. If the Mortgagor's acts are enough to reduce the value of the mortgaged properties, the Mortgagee has the
right to require the Mortgagor to stop its acts.
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(12)
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The Mortgagor shall promptly notify the Mortgagee of any events that may have material adverse
effects on the mortgaged properties or the values thereof (including but not limited to a significant decline in the value of the
mortgaged properties that may affect the Mortgagee's exercise of its mortgage rights). The parts of the mortgaged properties whose
values are not reduced shall remain as the guarantee under this Contract.
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(13)
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If any third party claims any rights to the mortgaged properties and such claim affects the rights
and interests of the Mortgagee under this Contract, the Mortgagor shall take all measures to safeguard the rights and interests
of the Mortgagee. In the event of expropriation of the mortgaged properties, the damages or compensations received by the Mortgagor
shall, at the request of the Mortgagee, be used to pay off all the creditor's rights guaranteed by the mortgaged properties in
advance, or be submitted to the Mortgagee as the deposit for continuously guaranteeing the principal creditor's rights.
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(14)
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During the term of this Contract, when the lawful successor of the Mortgagor succeeds to the mortgaged
properties in accordance with the law, the responsibilities and obligations of the Mortgagor hereunder shall be assumed by such
successor. The successor shall be responsible for going through the change procedures for the mortgage registration with the registration
authority within fifteen (15) banking days from the succession of the mortgaged properties.
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(15)
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If the value of the mortgaged properties is obviously reduced due to exchange rate fluctuations
or other factors, which may harm the Mortgagee's rights, the Mortgagor shall, at the request of the Mortgagee, provide another
guarantee equivalent to the reduced value recognized by the Mortgagee, or take other remedial measures.
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(16)
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If the mortgaged properties have been leased out prior to the establishment of this Contract, the
Mortgagor shall provide the original lease agreement and the rent collection receipts, disclose the mortgage matters to the lessee,
and coordinate with the lessee to accept the Mortgagee's verification over relevant facts. Upon execution of this Contract, without
the written consent of the Mortgagee, the Mortgagor shall not renew the lease agreement with the lessee.
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(17)
|
If the mortgaged properties can be sold, leased, or otherwise disposed of with the consent of the
Mortgagee, the Mortgagor shall, at the request of the Mortgagee, pledge the receivables from the sales or lease thereof to the
Mortgagee, open a special supervision account (to be separately agreed upon by the parties) with the Mortgagee for the sales and
lease of the mortgaged properties, remit all the proceeds (including but not limited to sales prices [including down payments]
of the mortgaged properties, lease incomes of the mortgaged properties, compensations, and insurance benefits) under the pre-sale/sales
contract and lease contract to the supervision account opened by the Mortgagor with the Mortgagee, and authorize the Mortgagee
to supervise the aforementioned funds.
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(18)
|
If the mortgaged properties are lost, destroyed or reduced in value, or included in the scope of
demolition, or under any circumstance that may affect the guarantee rights and interests of the Mortgagee, the Mortgagor shall
notify the Mortgagee and take effective measures to avoid any further loss. If the mortgaged properties are included in the scope
of demolition, the Mortgagee has the right to require the Mortgagor to pay off the guaranteed debts, or provide other guarantees
recognized by the Mortgagee, including but not limited to, under the mode of property right exchange, re-arranging the mortgage
by signing a new mortgage agreement and going through the new mortgage registration, or under the mode of payment of relocation
compensation, continuing to use the relocation compensation as the mortgaged properties by opening a special security deposit account
or issuing a deposit receipt, etc. The Mortgagor shall ask a guarantor recognized by the Mortgagee to provide guarantee before
completing the new mortgage registration and/or providing the security deposit/deposit receipt. The Mortgagor shall, at the request
of the Mortgagee, actively cooperate with the Mortgagee to go through the procedures for changing the guarantee.
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(19)
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The Mortgagor agrees that, even if the Mortgagee waives the mortgage or pledge guarantee provided
by the debtor, or changes the order of priority of the mortgage or pledge guarantee provided by the debtor, the guarantee liabilities
of the Mortgagor shall be neither exempted nor affected in any manner.
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(20)
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The Mortgagor undertakes to unconditionally assume joint and several liabilities for the outstanding
creditor's rights of the Mortgagee when this Contract fails to come into effect, becomes void, or is canceled for reasons not attributable
to the Mortgagee.
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6.3
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Provisions on deduction
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(1)
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When the Mortgagor has any due and payable debts, the Mortgagee has the right to make deduction
directly from any account opened by the Mortgagor with Shanghai Pudong Development Bank Co., Ltd. to pay off such debts.
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(2)
|
The Mortgagee has the right to use the money obtained to pay off the principal, interest, or other
expenses. In the event of multiple outstanding debts due, the Mortgagee has the right to decide the order of priority for payment.
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6.4
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Exchange rate conversion
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If the conversion of exchange rates is
involved under this Contract, the conversion shall be made at the exchange price determined by the Mortgagee, and the relevant
exchange rate risks and losses shall be assumed by the Mortgagor.
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6.5
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Certificate of creditor's rights
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The valid certificate of the creditor's
rights guaranteed by the Mortgagor shall be subject to the accounting vouchers or other valid supporting materials issued and recorded
by the Mortgagee according to its business regulations.
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(1)
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Any notice from either party to the other party shall be sent to the address indicated on the signature
page of this Contract, until the other party notifies the sender in writing of the changed address. Any notice sent to the aforementioned
address shall be deemed to have been served on the following dates: if it is a letter, the date of service shall be the seventh
(7th) banking day after it is sent by a registered mail to the address indicated on the signature page of this Contract; or if
it is sent by personal delivery, the date of service shall be the date when the recipient signs to acknowledge the receipt.
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(2)
|
The Mortgagor agrees that any court summon and notice sent with respect to any lawsuit filed against
the Mortgagor shall be deemed to have been served after it is sent to the address indicated on the signature page of this Contract.
Any change to the aforementioned address shall not take effect unless a written notice of the same has been given to the Mortgagee
in advance.
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Article 7 Event of Default and
Treatment
Any of the following circumstances shall
constitute a default on the part of the Mortgagor:
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(1)
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Any representation or warranty made by the Mortgagor under this Contract is untrue, inaccurate,
misleading, invalid, or in violation with laws.
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(2)
|
The Mortgagor fails to provide complete procedures and true materials for the mortgaged properties
as required by the Mortgagee, or conceals the fact that the mortgaged properties are co-owned, are in dispute, or have been seized,
detained, supervised, or mortgaged, etc.
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(3)
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The Mortgagor breaches any provisions as specified in Article 6 hereof or other obligations hereunder.
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(4)
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The Mortgagor suspends its business, suspends its production, closes its business, or is rectified,
restructured, in deadlock, liquidated, placed in receivership or conservatorship, or dissolved, or has its business license revoked
or canceled, or goes bankrupt.
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(5)
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The mortgaged properties are subject to enforcement measures by the national judicial authority
or other competent authorities, including but not limited to freezing, seizure, or detention; or without the written consent of
the Mortgagee, the Mortgagor disposes of the mortgaged properties by means of gift, exchange, pre-sale, sale, transfer, re-mortgage,
or other means; or the mortgaged properties are reduced in value, lost, or seriously damaged.
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(6)
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The Mortgagor has deteriorated financial condition, or the Mortgagor encounters great difficulties
in operations, or an event or situation which has an adverse effect on its normal operations, financial conditions, or solvency
occurs.
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(7)
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The Mortgagor or its controlling shareholder, actual controller or related persons, or legal representative
is involved in any major lawsuit or arbitration, or its assets are subject to detention, seizure, freezing, enforcement, or other
measures of the same effect, resulting in adverse effects on the solvency of the Mortgagor.
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(8)
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The Mortgagor, as a natural person, is dead or declared dead.
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(9)
|
Other circumstances which, according to the reasonable judgment of the Mortgagee, may cause or
have caused material adverse effects on the Mortgagor's ability to perform this Contract occur.
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Upon the occurrence of any of the aforementioned
events of default, the Mortgagee has the right to declare the accelerated maturity of the principal creditor's right and/or the
period for determination of the creditor's rights, and/or dispose of the mortgaged properties in accordance with Article 4 hereof
or require the Mortgagor to provide other guarantees.
Article 8 Other Provisions
This Contract shall be governed by and
construed in accordance with the Laws of the People’s Republic of China (for the purpose of this Contract, excluding Laws
of Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan).
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8.2
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Settlement of disputes
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Any and all disputes arising out of or
in connection with this Contract shall be settled by the parties through amicable negotiations. If no agreement is reached through
negotiations, either party may file a lawsuit with a people's court at the locality of the Mortgagee. In the course of dispute
settlement, the parties shall continue to perform this Contract except for matters in dispute.
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8.3
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Effectiveness, Modification, and Dissolution
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(1)
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This Contract shall come into effect after it is signed (or stamped) by the Mortgagor's legal representative
or authorized agent and affixed with its official seal, and signed (or stamped) by the Mortgagee's legal representative/principal
or authorized agent and affixed with its official seal (or contract seal), and be terminated after all the creditor's rights guaranteed
hereunder are paid off (if the Mortgagor is a natural person, only the signature is required).
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(2)
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The invalidity, revocation, or unenforceability of any provision of this Contract shall not affect
the validity and enforceability of the remaining provisions hereof.
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(3)
|
Upon execution of this Contract, neither party hereto shall modify or terminate this Contract in
advance without the other party's consent. If this Contract needs to be modified or dissolved, the parties shall reach a written
agreement through negotiation.
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(1)
|
For the purpose of this Contract, "Law" refers to laws, regulations, rules, local regulations,
judicial interpretations, and any other applicable provisions.
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(2)
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For the purpose of this Contract, "Contract", "Principal Contract", or other
documents as mentioned herein shall include subsequent amendments, changes, or supplements to such documents. The parties as mentioned
herein, including but not limited to the Mortgagor, the Mortgagee, and the debtor, shall include such parties and their subsequent
lawful successors.
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(3)
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For the purpose of this Contract, "Financing" refers to fund accommodation or credit
support offered by the bank to the debtor via various banking businesses, including but not limited to loans, issuance of bank
acceptance bills, LGs, LCs, and standby LCs.
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(4)
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"Due" or "Expiration" as mentioned herein shall cover the circumstances where
the creditor declares the accelerated maturity of the principal creditor's rights. Where the principal creditor's rights that are
declared due prior to maturity are all or part of the creditor's rights during the period for determination of the creditor's rights,
the accelerated maturity date declared shall be the maturity date of all or part of the creditor's rights, and the period for determination
of the creditor's rights shall expire simultaneously.
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(5)
|
Annexes to this Contract (including but not limited to the list of mortgaged properties) shall
be an integral part of this Contract and have the same legal effect as this Contract.
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(6)
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For matters not referred to herein, the parties may enter into supplementary provisions in Article
9 hereof, or separately reach a written agreement as an annex hereto.
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(7)
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Unless otherwise noted herein, the relevant terms and expressions used herein shall have the same
meanings ascribed to them in the Principal Contract.
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Article 9 Element Clauses of the
Contract
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9.1
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Principal Contract guaranteed by this Contract:
|
A series of contracts entered into by and
between the debtor and the creditor with respect to various Financing businesses concluded under Article 9.3 hereof, as well as
the __________/_________ (contract name and number) entered into by and between the debtor and creditor.
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9.2
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Debtor under the Principal Contract:
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Global Technology, Inc.
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9.3
|
Principal creditor's rights guaranteed:
|
The principal creditor's rights guaranteed
hereunder are the creditor's rights arising from various Financing businesses concluded between the creditor and the debtor during
the period from
05/24/2019
(MM/DD/YYyy) to
05/24/2024
(MM/DD/YyyY) (the aforementioned period is the period for determination
of the maximum creditor's rights guaranteed hereunder, i.e., the "
period for determination of the creditor's rights
"),
as well as the prior creditor's rights (if any) as agreed upon by the parties. The balance of the preceding principal creditor's
rights shall not exceed
RMB
(currency)
180,000,000
(in words) in equivalent.
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9.4
|
Mortgaged properties:
|
Please see Annex 1 (List of Mortgaged Properties)
for details of the mortgaged properties hereunder.
This Contract may be executed in
four
originals, with the Mortgagee holding
two
copy(ies), the Mortgagor holding
one
copy(ies), and
Registration Center
holding
one
copy(ies), all of which shall be equally authentic.
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9.6
|
Other matters agreed upon by the parties (if any)
|
(The remainder of this page is intentionally
left blank)
(This page is intentionally left blank,
only for signature)
This Contract is entered into by and between
the following parties. The parties acknowledge that, at the time of signing this Contract, the parties have explained and discussed
all terms and conditions contained herein in detail, and the parties have no doubts about all terms and conditions contained herein,
and have an accurate understanding of the legal implications of the clauses concerning the parties' rights and obligations and
the limitation and exclusion of liability.
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Mortgagor (official seal)
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Mortgagee (official seal or contract seal)
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Global Technology, Inc.
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Shanghai Pudong Development Bank Co., Ltd. Ningbo Branch
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Legal Representative or Authorized Agent
(signature or seal)
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Legal Representative/Principal or
Authorized Agent (signature or seal)
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(The above is applicable to legal persons)
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Mortgagor (signature)
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Valid identity certificate type and number:
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(The above is applicable to natural persons)
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Domicile: No. 88, Qiushi Road, Gulin Town,
Yinzhou District, Ningbo City
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Principal Business Address: No.21,
Jiangxia Road, Haishu District, Ningbo
City.
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Post Code:315176
Tel.:88133818
Fax:
Email:
Contact Person: Hongmei Li
Signing Date:2019.5.24
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Post Code:365800
Tel.:86886053
Fax:
Email:
Contact Person:Yihong XU
Signing Date: 2019.5.24
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Annex 1:
Mortgaged Property
List (For Real property)
Mortgage property type
: factory
building and land use rights
Mortgagor
: Global Technology, Inc.
Mortgagee:
Shanghai Pudong Development
Bank Co., Ltd. Ningbo Branch
|
Location
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No. 88, Qiushi Road, Gulin Town, Yinzhou District, Ningbo city
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|
Specific location
|
No. 88, Qiushi Road, Gulin Town, Yinzhou District, Ningbo city
|
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Land ownership
|
State-owned
|
Source of Land use rights
|
■Charged transfer □Allotment
□Re-transfer
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Land use
|
Industrial applications
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Period of land use
|
December 24, 2013 to October 7, 2054
|
|
Property certificate number
|
Yong
Real property
Certificate Yinzhou District No. 201028196;
Yong
Real property
Certificate Yinzhou District
No. 201028200;
Yong State-owned Land
Certificate (2013) No. 18-06785
|
Property owner
|
Global Technology, Inc.
|
|
Factory building conditions (such as building number, room number, type, structure, number of floors, housing use, building area, etc.)
|
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|
Mortgage property value
|
RMB 180,000,000. It shall be subject to the value at the time of the realization of the mortgage rights.
|
|
Prior mortgage information (if any)
|
/
|
|
The sequence of receiving compensation in respect of mortgage rights
|
The mortgage hereunder is the first mortgage
|
|
Remark
|
Land
use area:28363.90m
2
;The maximum amount of credit guaranteed is RMB180,000,000.
|
|
The above mortgaged property has been verified by the mortgagee. The mortgagor confirms that, except for the above-mentioned information disclosed to the mortgagee, there is no other priority of compensation in respect of mortgage rights secured by the mortgaged property. This list serves as an Annex 1 to the Maximum Mortgage Contract (No. XXXXXXXX) between the mortgagor and the mortgagee.
|
Mortgagor
(official seal)
Global
Technology,Inc.
Legal
Representative or Authorized Agent
(signature
or seal) May 24, 2019
|
Mortgagee (official seal or contract seal)
Shanghai Pudong Development Bank Co., Ltd. Ningbo Branch
Legal Representative/Principal or Authorized Agent
(signature or
seal) May 24, 2019
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