Exhibit 10.1
No.:
Financing Credit Line Agreement
Contract Version No.: SPDB202401
Financing Credit Line Agreement
Financing Credit Line Agreement
Company: Global Technology, Inc. (hereinafter referred to as “the Customer”)
Principal Business Address: No.88, Qiushi Rd., Wangchun Industrial Park, Ningbo, China
Contact Person: Li, Haiying
Tel.: 13755236244
Fax:/
Email:/
Bank: Shanghai Pudong Development Bank Co., Ltd. Ningbo Branch (hereinafter referred to as “the Financing Bank”)
Principal Business Address: No.21, Jiangxia Rd, Haishu, Ningbo, China
Contact Person: Zheng, Yuliang
Tel.: 15355172847
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
Agreement Any documents signed by and between the Customer 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.
In case of any inconsistency between this Agreement (including the supplementary agreement hereto) and any accompanying financing documents, the latter shall prevail.
Credit Line For the purposes of this Agreement, “use period of the credit line” refers to the valid period for use of the credit line that the Financing Bank issues to the Customer in accordance with Part 2 Commercial Terms (Financing Credit Line Form) of this Agreement or any credit line change agreement entered into by the parties, which is a period for use of the credit line applied for by the Customer rather than a period for performance of debts. The period for performance of debts of each business hereunder shall be determined by the parties in the applicable accompanying financing document or the commitment document issued. The use period of the credit line specified in the Financing Credit Line Form (Part 2 of this Agreement) or the use period of the credit line specified in any valid credit line change agreement entered into by the Customer and the Financing Bank, whichever is signed later, shall prevail. The Customer shall apply to the Financing Bank for use of the financing credit line within the use period. If the Customer submits an application beyond the agreed use period, the Financing Bank may reject it regardless of whether the financing credit line has been used up.
1
Financing Credit Line Agreement
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 Customer and the Financing Bank from time to time based on the Credit Line Change Agreement) shall prevail. If any accompanying financing documents signed by and between the Customer 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.
Notwithstanding the foregoing, the Financing Bank is still entitled to notify the Customer 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 Customer 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 Customer’s application or other business determined by the Financing Bank to 100%.
Financing In accordance with the provisions of this Agreement and any accompanying financing documents, the Customer 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 the use period of the credit line. The specific applicable financing products shall be subject to the provisions of the Financing Credit Line Form. The Financing Bank’s commitments on the financing credit line hereunder are commitments that can be revoked unconditionally at any time, i.e., the loan commitments that the Financing Bank has the right to unilaterally revoke at any time without prior notice, based on changes in laws, regulations, or policies, or restrictions imposed by government monetary or financial regulatory policies, changes in market conditions, fund positions, financial costs, the Financing Bank’s business needs, or deterioration of the Customer’s credit status. The Financing Bank may cancel, freeze, or adjust the financing credit line at any time.
Accompanying Financing Documents For the purposes of this Agreement, accompanying financing documents refer to documents that have been signed by the Customer, which include but are not limited to:
(1)
In terms of loans, such documents refer to the working capital loan contract, fixed asset loan contract, and any other loan documents that may have been signed by the Customer.
(2)
In terms of bill discounting, such documents refer to the bill discounting agreement and any other documents that may have been signed by the Customer.
(3)
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 Customer.
(4)
In terms of factoring financing, such documents refer to the factoring financing agreement and any other documents that may have been signed by the Customer.
(5)
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 Customer.
(6)
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 Customer.
2
Financing Credit Line Agreement
(7)
In terms of packing loans, such documents refer to the packing loan agreement and any other documents that may have been signed by the Customer.
(8)
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 Customer.
(9)
In terms of opening an LG/standby LC, such documents refer to the LG opening or standby LC agreement.
(10)
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 Customer.
(11)
Other financing documents signed by and between the Customer and the Financing Bank.
As for the Customer’s application for use of the relevant financing credit line, the Financing Bank will issue financing funds to the Customer and/or issue a commitment according to the Customer’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 Customer shall not cancel or change the financing application/agreement that has been signed or submitted; otherwise, the Customer shall compensate for the Financing Bank’s costs, expenses, and losses resulting from its cancellation or change of the application/agreement.
Submission of Documents The Customer 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:
(1)
Copies of the Customer’s latest Articles of Association and business license;
(2)
The board resolution that authorizes the Customer to sign this Agreement and related accompanying financing documents;
(3)
The Customer’s letter of authorization to the authorized representative and the specimen signature of the authorized agent;
(4)
All accompanying financing documents that have been legally signed by the Customer in accordance with the requirements of the Financing Bank;
(5)
Other documents and/or conditions required by the Financing Bank.
Preconditions for Use of the Credit Line
The Customer shall meet the following conditions before using the credit line:
(1)
The Customer carries out normal production and business activities, has sound financial conditions, and has no serious deterioration of operations in the past three years.
(2)
The Customer has not been engaged in any event of default as stated in the financing credit line agreement.
(3)
If the business hereunder is guaranteed, the Customer 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.
(4)
The Customer 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.
3
Financing Credit Line Agreement
(5)
The Customer 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.
(6)
The proposed financing amount does not exceed the remaining credit balance.
(7)
The Customer’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.
(8)
Other prerequisites proposed by the Financing Bank (if any, see “Other Agreed Matters” in Part 2 for details).
Occupied Financing Credit Line It refers to the sum of the financing principal that has been issued by the Financing Bank to the Customer in accordance with this Agreement and the accompanying financing documents but has not been repaid by the Customer, the financing principal that has been committed to the Customer (including the commitment under a specific financing agreement already signed by the Customer and the Financing Bank) but has not been drawn by the Customer, and the amount involved in guarantee commitments made at the Customer’s request (including but not limited to the L/C and L/G/standby L/C), less the margins, deposit certificates, government bonds, bank acceptance bills, and other financing amounts that the Customer or the Customer’s guarantor has provided for guarantee purposes in compliance with the Financing Bank’s management regulations, except as otherwise agreed upon by the parties.
Revolving As for the revolving financing credit line, after the Customer has fulfilled its obligations under this Agreement and the accompanying financing documents (including repaying the relevant financing funds or the funds paid by the Financing Bank on behalf of the Customer, relieving the Financing Bank from its responsibility under the guarantee commitments due to the fulfillment of obligations under the basic contract, increasing the margin to 100%, and relieving the Financing Bank from its payment responsibility), the credit line occupied by the amount involved in the fulfilled obligations shall be restored, and the Customer 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 after the Customer performs the repayment and other obligations, unless the Financing Bank agrees to it. Except as otherwise provided in this Agreement, during the use period of the credit line, the Financing Bank is entitled to review the conditions of the Customer and the collateral on a yearly basis. If the conditions of the Customer and the collateral pass the Financing Bank’s review, the Customer may continue to use the financing credit line in the next year. If the conditions of the Customer 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 shall no longer be used.
Guarantee If the financing credit line hereunder is guaranteed, the additional prerequisite for the Customer’s application for financing in accordance with the provisions of this Agreement is that the guarantee document has been signed and become effective and remains effective; or if the guarantee contract is a mortgage or pledge contract, the security interests under the contract have been established and remain 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 Customer 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 Customer applies for a change of the financing credit line and as a result the financing credit line is increased, the Customer shall, at the request of the Financing Bank, provide additional collateral or urge the guarantor to confirm the change and provide additional collateral. If the Customer 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.
4
Financing Credit Line Agreement
Tax Unless the law requires the Customer to pay the relevant tax when repaying the financing fund, the Customer’s repayment hereunder shall be made in full without any deduction. If the Customer 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.
Representations and Warranties The Customer hereby makes the following representations and warranties, and such representations and warranties shall be deemed to be made by the Customer repeatedly and shall remain effective each time the Financing Bank provides a financing fund to the Customer in accordance with this Agreement and the accompanying financing documents.
(1)
The Customer is an enterprise (public institution) legal person or other 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.
(2)
The Customer’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 Customer.
(3)
The Customer 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.
(4)
The Customer 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.
(5)
The Customer’s legal representative, directors, supervisors, or other senior management and any important assets of the Customer 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.
(6)
The Customer undertakes that all financial statements (if any) it 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 Customer and its guarantor that the Customer 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.
(7)
The Customer 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.
(8)
The Customer 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.
5
Financing Credit Line Agreement
(9)
The Customer’s internal management documents related to environmental and social risks are in compliance with laws and regulations and they have been effectively implemented.
(10)
The Customer undertakes that it is not involved in other circumstances or events that have or may have a material adverse effect on its contractual capacity.
Promises The Customer hereby makes the following promises, and such promises shall be deemed to be made by the Customer repeatedly and shall remain effective each time the Financing Bank provides a financing fund to the Customer in accordance with this Agreement and the accompanying financing documents.
(1)
The Customer shall strictly abide by and perform the obligations under this Agreement and the accompanying financing agreements.
(2)
Except as otherwise provided in this Agreement or the accompanying financing agreements, the Customer 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 Customer 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 this Agreement and any related documents and perform its obligations thereunder. The Customer shall immediately present relevant certificates upon the Financing Bank’s request.
(3)
The Customer 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 within five (5) of the Financing Bank’s business days from the date 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.
(4)
Without the written consent of the Financing Bank, the Customer shall not provide any third party with a guarantee that has a material adverse effect on the Customer’s financial condition or its ability to perform its obligations hereunder.
(5)
Without the written consent of the Financing Bank, the Customer shall not settle other long-term debts in advance and such settlement may have a material adverse effect on the Customer’s ability to perform its obligations hereunder.
(6)
From the date of signing this Agreement, the Customer 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:
(i)
Be involved in major external investments, equity transfer, change of the actual controller or major shareholder, substantial increase in debt financing, liquidation, reorganization, bankruptcy, acquisition, merger, spin-off, transfer of property rights, capital decrease, restructuring, dissolution, closure, shut-down, or similar legal proceedings, or other acts that may affect the Customer’s ability to repay the loan;
(ii)
Sell, lease, give, pay debts with, exchange, transfer, assign, mortgage, pledge, or otherwise dispose of all or a substantial part of its major assets, except for daily business operation needs;
(iii)
Provide any guarantee that is enough to cause a material adverse effect on its financial condition or its ability to perform the obligations hereunder for any third party; or incur any new major debt or pay off other long-term debts in advance, which may have a material adverse effect on its ability to perform its obligations hereunder; or
(iv)
Sign contracts/agreements that have a material adverse effect on the Customer’s ability to perform its obligations hereunder or undertake related obligations that have such adverse effect.
6
Financing Credit Line Agreement
(7)
If the guarantee hereunder is involved in specific circumstances or changes, the Customer 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.
(8)
Upon request by the Financing Bank, the Customer shall also handle the enforceable notarization with the notary office approved by the Financing Bank, and the Customer voluntarily accepts the enforcement.
(9)
The Customer 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.
(10)
Special provisions on group Customers (applicable to group Customers).
If the Customer hereunder is a group Customer, it hereby promises that:
(i)
The Customer 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).
(ii)
The Customer shall be deemed to have violated this Agreement and the Financing Bank is entitled to unilaterally decide to cancel the Customer’s unused credit line, recover part or all of the used credit line, or require the Customer to increase the margin to 100% if the actual credit grantor: 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.
(11)
Special warranties, covenants, and agreements on green credit (applicable to Customers 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 Customers 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):
7
Financing Credit Line Agreement
(i)
The Customer hereby promises to submit environmental, social, and governance (ESG) risk reports to the Financing Bank, and represents and warrants that it will strengthen the management of ESG risks, including: a. ensuring that its internal management documents related to ESG risks are in compliance with laws and regulations and they have been effectively implemented; and b. ensuring that it is not involved in any major litigation case related to ESG risks.
(ii)
The Customer hereby promises that it will accept the Financing Bank’s supervision and will strengthen the management of ESG risks, including: a. ensuring the compliance of all behaviors and performances related to ESG risks; b. establishing a sound internal management system for ESG risks, which specifies responsibilities, obligations, and penalties for the Customer’s relevant responsible personnel; c. establishing sound emergency response mechanisms and measures for ESG risks; d. setting up a dedicated department and/or assigning dedicated personnel to handle ESG risks; e. cooperating with the Financing Bank or its approved third party to assess the Customer’s ESG risks; f. giving appropriate responses to or taking other necessary actions for the public’s or other stakeholders’ doubts on the Customer’s management of ESG risks; g. urging the Customer’s important related parties to strengthen the management of ESG risks, so as to prevent their ESG risks from affecting the Customer; and h. performing other actions that the Financing Bank believes are related to the management of ESG risks.
(iii)
The Customer hereby promises that it will promptly and fully inform the Financing Bank of: a. various types of permissions, examinations, and approval related to ESG risks during the commencement, construction, operation, and shutdown process; b. assessments or inspections over ESG risks performed by the ESG 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 Customer from neighboring communities; g. significant environmental and social claims; and h. other major circumstances that the Financing Bank believes are related to ESG risks.
(iv)
If the Customer and the actual credit grantor have the following circumstances, it is deemed that the Customer has violated this Agreement: a. the Customer’s representations, warranties, and commitments regarding the management of ESG risks are not earnestly fulfilled; b. the Customer is punished by the relevant government department due to poor management of ESG risks; c. the Customer is strongly questioned by the public and/or the media due to poor management of ESG risks; and d. other default events related to the management of ESG risks agreed by the Financing Bank and the Customer, including the events of cross-default.
If the Customer 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 Customer 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; and e. take other penalties agreed by the Financing Bank and the Customer.
(12)
The Customer promises not to illegally increase the implicit debts of the local government. Otherwise, the Financing Bank has the right to immediately suspend/terminate the Customer’s financing or drawdown, cancel the financing credit line, and declare the accelerated maturity of part or all of the financing issued. In addition, the Financing Bank has the right to report the relevant situation to the competent regulatory authority.
(13)
Anti-money Laundering The Customer acknowledges and agrees that the Financing Bank has the right to assess the money laundering risk of the transaction contemplated hereunder in accordance with applicable anti-money laundering laws and regulations and its internal management requirements. If the Customer violates the lender’s anti-money laundering management regulations or if the Financing Bank has reasonable reason to suspect that the Customer and/or the transaction contemplated hereunder are involved in money laundering, sanctions, financing of terrorism, proliferation financing of weapons of mass destruction, export controls, tax evasion, or other violations of laws and regulations as defined by the United Nations Security Council, the Financial Action Task Force, China, the United States, the European Union, the United Kingdom, Singapore, or other international organizations or countries, the Financing Bank shall have the right to take necessary control measures in accordance with the anti-money laundering regulations of the People’s Bank of China and its internal management regulations. In addition, the Financing Bank has the right to directly restrict or suspend all or part of the business hereunder, declare the accelerated maturity of the loan, and terminate this Agreement without notice to the Customer, and to require the Customer to assume all losses thereby caused to the Financing Bank.
8
Financing Credit Line Agreement
(14)
The Customer/guarantor agrees and irrevocably authorizes that the Financing Bank shall, in accordance with the Regulation on the Administration of Credit Investigation Industry and other credit-related laws and regulations and regulatory requirements, as well as the information collection requirements of the Basic Financial Credit Information Database established by the state, provide all contracts/agreements/commitments signed by and between the Customer/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 Customer/guarantor, to the Basic Financial Credit Information 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 Customer/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.
(15)
The Customer 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.
Fees and Expenses The Customer shall assume the relevant fees and taxes in accordance with the provisions of laws and regulations and this Agreement.
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.
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 Customer to immediately repay the excess part. If the Customer’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 Customer.
Authorized Repayment and Offsetting When the Customer has any outstanding debt due to the Financing Bank, the Customer hereby authorizes the Financing Bank to use any fund (regardless of the currency) under any of the Customer’s account with Shanghai Pudong Development Bank to directly repay the debt on behalf of the Customer 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 Customer.
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, to prove the financing amount, interest, expenses, etc. of the Financing Bank. Except for obvious errors, the Customer hereby acknowledges that the relevant accounting records, vouchers, or other valid supporting materials issued or recorded by the Financing Bank in accordance with its business regulations are valid evidence for the Customer’s financing debts hereunder.
9
Financing Credit Line Agreement
Transfer The Customer shall not transfer any rights or obligations hereunder. The Financing Bank may at anytime transfer its rights or obligations hereunder to any third party and may disclose to the third party any information relating to this Agreement, including any information the Customer and the Customer’s guarantor provide for the Financing Bank for the purposes of this Agreement.
Information Disclosure The Customer 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 engaged by 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.
Default
(1)
Event of Default If the Customer falls under any of the following circumstances, it shall constitute an event of default by the Customer under this Agreement and the accompanying financial documents:
(i)
The Customer breaches any representations or warranties hereunder, or such representations or warranties are proved to be incorrect, untrue, incomplete, or misleading, or have been breached.
(ii)
The Customer fails to repay the financing principal and interest under the specific business application on time and in full, or breaches or fails to perform any commitments hereunder and/or breaches any provisions of this Agreement or the specific financing documents.
(iii)
The Customer commits any major event of cross-default, including but not limited to the default of any other financing contract signed by the Customer; or default in repayment of any outstanding debts matured under any other financing contract or agreement signed by the Customer.
(iv)
The guarantor that provides guarantee for the Customer has lost or will lose the ability to provide the guarantee commensurate to the financing, or violates the provisions of any guarantee document, or the value of the collateral is or may be decreased or the collateral is seized or subject to other property preservation measures, or there is any other change that is unfavorable to the Financing Bank.
(v)
The Customer is suspected of being involved in illegal activities such as money laundering, sanctions, financing of terrorism, proliferation financing of weapons of mass destruction, export controls, or tax evasion.
(vi)
The Customer illegally increases implicit debts of the local government.
(vii)
The Customer falls under any other circumstance that may affect the assets safety of the Financing Bank.
(2)
Treatment of Default If the Customer commits any of the aforementioned events of default, in addition to claiming a compensation from the Customer for all the losses including the attorney fees, the Financing Bank has the right, (but no obligation), to take the following measures separately or simultaneously:
(i)
Adjust or cancel the financing credit line hereunder.
10
Financing Credit Line Agreement
(ii)
Collect liquidated damages from the Customer as agreed, declare that all or part of the debts under any accompanying financing documents of this Agreement become due in advance, and/or terminate this Agreement and all or part of the accompanying financing documents, and require the Customer to immediately repay all or part of the financing principal and interest; and also require the Customer 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 Customer’s deposit or settlement account to its margin account for external payment or as a margin for possible future advances for the Customer. If the Financing Bank has paid any advances for the Customer, the Financing Bank is entitled to require the Customer to repay the advances immediately.
(iii)
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.
(iv)
Deduct the amount in any of the Customer’s accounts opened with Shanghai Pudong Development Bank in accordance with Article 17 of this Agreement.
(v)
Require the Customer to provide other guarantees recognized by the Financing Bank.
(vi)
Take other remedies permitted by law.
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 the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan are excluded here). Any disputes relating to this Agreement shall be settled through friendly negotiation. If no agreement is reached through the negotiation, 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.
Agreed Address for Service The Financing Bank acknowledges that the address first set forth above is its valid address for service, and any notice to be served by the Customer on the Financing Bank hereunder directly or by mail shall be sent to the Financing Bank’s address first set forth above, until the Financing Bank announces the change of such address. The Customer agrees that all notices that it sends to the Financing Bank shall be deemed to have been served at the time when they are actually received by the Financing Bank.
The Customer acknowledges that the address, fax, email address, and other service information first set forth above shall be its valid mailing or electronic address for service. Non-litigation notices and documents hereunder, and letters, court summons, notices, or other legal documents sent to the Customer in the process of any litigation arising out of this Agreement (including the first instance, second instance, retrial, or any other litigation proceedings and enforcement proceedings) shall be deemed to have been served on the Customer after they are sent, by mail, fax, email, or otherwise, to the Customer’s mailing or electronic address for service first set forth above, with the specific date of service being subject to relevant provisions of the Civil Procedure Law of the People’s Republic of China. Any change of the above mailing or electronic address for service shall have no legal effect, and the address for service confirmed hereunder shall still be deemed as the valid address for service, unless such change has been notified to the Financing Bank in advance.
Business Day For the purposes of this Agreement, “business day” refers to any day on which the Financing Bank is normally open for corporate business, excluding any statutory holidays.
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.
11
Financing Credit Line Agreement
Grace Within the validity period of this Agreement, the Financing Bank’s grace to or delayed action against the Customer’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 Customer’s default of this Agreement, or the Financing Bank’s waiver of the right to take any action against the Customer’s existing or future defaults.
Prior Credit Granting and Its Relationship with This Agreement Unless otherwise agreed by the parties, provided that the Customer 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 Customer 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.
Commencement and Modification This Agreement takes effect when it is signed (or stamped) by the Customer’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 Customer no longer has any financing or debt balance owed to the Financing Bank under this Agreement and all accompanying financing documents.
(End of Part 1)
12
Financing Credit Line Agreement
Part 2 Commercial Terms (Financing Credit Line Form)
Customer’s name: Global Technology, Inc.
Description of financing credit line
Amount of financing credit line (currency)
RMB500,000,000
**Credit Period (**mm/dd/yyyy)
From 2026/5/21 To 2027/5/21
Revolving type of the credit line
☐ Revolving ☐ Non-revolving ☑ Other Fixed asset loans are non-revolving, while the working capital loan and bank acceptance bill facilities are revolving.
Credit line type
Commitment that can be revoked unconditionally at any time
The guarantors and guarantee contracts that provide guarantee for the debts hereunder include but are not limited to:
Guarantor
Guarantee mode
☐ Mortgage ☐ Pledge ☐Warranty
Guarantor
Global Technology, Inc.
Guarantee mode
☑ Mortgage ☐ Pledge ☐Warranty
Guarantor
Guarantee mode
☐ Mortgage ☐ Pledge ☐ Warranty
Margin ratios of
different services
☐ Discounting / % ☐ Establishment of LC / % ☑Issuance of bank acceptance bills 30-100% ☐ Issuance of LG/standby LC / % ☐ Other /
Applicable financing products and credit line requirements
(please tick (√) the applicable financing product and cross (×) non-applicable ones)
Applicable financing products
Credit line (amount, currency)
Maximum duration for a single deal
Remarks
☑
Loan
☑ Working capital loan
RMB 150,000,000
not exceed 12 months.
Shared with fixed asset loan credit line
☑ Fixed asset loan
RMB 300,000,000
not exceed 72 months.
☐M&A loan
☑
Trade financing
☑ Opening of bank acceptance bills
RMB 200,000,000
not exceed 6 months.
☐ Commercial acceptance bill discounting (including the agreed interest payment method)
☐ Bank acceptance bill discounting
☐ Guaranteed commercial acceptance bill discounting (with the Customer as the acceptor)
☐ Factoring financing
☐ Establishment of LC (including usance LC payable at sight)
☐ Import bill advance (under LC/inward collection)
☐ Export bill advance under LC
☐ Advance against documentary collection
☐ Packing loan
☐ Issuance of LG/standby LC
13
Financing Credit Line Agreement
☐ Import refinance
☐Outward remittance financing
☐ Guaranteed import payment
☐Domestic LC for buyer financing
☐
☐ Other
Other agreed matters:
1)During the construction period of the Project, if the Project capital is insufficient, the Customer shall coordinate and ensure the contribution of the required Project capital. If the Project incurs any cost overrun, the Customer shall resolve such overrun with its own funds and ensure that the Project is completed on schedule.2) Without the prior consent of the Financing Bank, the Customer shall not create or permit to exist any mortgage, pledge, lien or other security interest over the assets formed or generated by the Project, including fixed assets, construction in progress and related rights and interests, in favor of any third party other than the Financing Bank, nor shall the Customer obtain refinancing secured by or otherwise based on such assets or withdraw, in any manner, any funds already invested in the construction of the Project. 3) During the term of the Financing Bank’s loan, the Customer shall not make any cash dividend distribution without the prior consent of the Financing Bank. 4) The Customer shall maintain: (a) a quarterly gross profit margin of not less than 15%; (b) accounts receivable turnover days with its affiliated companies within the group of not more than 90 days; and (c) an annual sales cash collection ratio, calculated as cash received from the sale of goods and rendering of services for the relevant period divided by operating revenue for the same period, of not less than 0.90. 5) Without the prior consent of the Financing Bank, no equity interest in the Customer may be transferred. If the Customer breaches any of the foregoing covenants, the Financing Bank shall have the right to require the Customer to repay the loan prior to its stated maturity.
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 Customer 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 Customer, “Customer” or the name of the Customer 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. The loan interest under this Agreement shall be calculated by the simple interest method, unless otherwise agreed upon by the parties. For the interest rate calculation method, please refer to the website of the People’s Bank of China.
This Agreement is made in two copies, with the Customer holding one copy/copies, the Financing Bank holding one copy/copies, and Registration center holding / copy/copies. Each copy has the same legal effect.
(The remainder of this page is intentionally left blank.)
14
Financing Credit Line Agreement
(Signature page)
This Agreement is entered into by the following two parties on June 11, 2026. The Customer 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.
Customer (official seal)
Financing bank (official seal or contract seal)
Global Technology, Inc
Shanghai Pudong Development Bank Co., Ltd. Ningbo Branch
Legal representative or authorized agent
Legal Representative/Person in charge or authorized agent
Lin, Chih-Hsiang
Zhu, Xiaozhe
(signature or seal)
(signature or seal)
15
Financing Credit Line Agreement
Annex 1:
Credit Line Change Agreement (Format)
No.:
Customer
Financing Bank
Shanghai Pudong Development Bank Co., Ltd.
Branch
In accordance with the Financing Credit Line Agreement (No. ____) entered into by and between the Customer and the Financing Bank, the parties agree to make changes to matters regarding the financing credit line that the Financing Bank has issued to the Customer through negotiation. The parties acknowledge that this Credit Line Change Agreement (this "Agreement") is an integral part of the Financing Credit Line Agreement. Except as set forth in this Agreement, the terms of the Financing Credit Line Agreement shall remain unchanged and in full force and effect.
Main Changes
☐ Amount of financing credit line ☐ Credit period ☐ Financing product ☐ Guarantee mode
☐ Other _____
The Customer and the Financing Bank acknowledge that the changed financing credit line form is as follows:
Amount of financing credit line
(currency)
Expiration date of the credit period
(mm/dd/yyyy)
Revolving type of the credit line
☐ Revolving; ☐ Non-revolving ☐ Other _____
Credit line type
Commitment that can be revoked unconditionally at any time
The guarantors and guarantee contracts that provide guarantee for the debts hereunder include but are not limited to:
Guarantor
Guarantee mode
☐ Mortgage;☐ Pledge;☐ Warranty
Guarantor
Guarantee mode
☐ Mortgage;☐ Pledge;☐ Warranty
Guarantor
Guarantee mode
☐ Mortgage;☐ Pledge;☐ Warranty
Margin ratios of different services
☐ Discounting _____%; ☐ Establishment of LC _____%;
☐ Issuance of bank acceptance bills _____%; ☐ Issuance of LG/standby LC _____%;
☐ Other _____
16
Financing Credit Line Agreement
Applicable financing products and credit line requirements (please tick (ü) the applicable financing products and cross (×) non-applicable ones)
Applicable financing products
Credit line (amount, currency)
Maximum duration for a single deal
Remarks
☐
Loan
☐ Working capital loan
☐ Fixed asset loan
☐ M&A loan
☐
Trade financing
☐Issuance of bank acceptance bills
☐ Commercial acceptance bill discounting (including the agreed interest payment method)
☐ Bank acceptance bill discounting
☐ Guaranteed commercial acceptance bill discounting (with the Customer as the acceptor)
☐ Factoring financing
☐ Establishment of LC (including usance LC payable at sight)
☐ Import bill advance (under LC/inward collection)
☐ Export bill advance under LC
☐ Advance against documentary collection
☐ Packing loan
☐ Issuance of LG/standby LC
☐ Import refinance
☐ Outward remittance financing
☐ Guaranteed import payment
☐ Domestic LC for buyer financing
☐
Other
Other agreed matters:_____
This Agreement is made in _____ copies, with the Customer holding _____ copy/copies, the Financing Bank holding _____ copy/copies, and guarantor (if any) _____holding _____copy/copies. Each copy has the same legal effect.
Signature Column for the Customer
Signature Column for the Guarantor
Customer (official seal):
Legal Representative or Authorized Agent (signature or seal):
MM DD, YYYY
The Guarantor hereby acknowledges that the Guarantor has known the aforesaid changes and from the effective date of this Agreement, the guarantor will continue to assume guarantee liabilities with respect to the principal creditor's rights after the change.
Guarantor (official seal):
Legal Representative or Authorized Agent (signature or seal):
MM DD, YYYY
17