Common use of Liability for Breach Clause in Contracts

Liability for Breach. 5.1 Except as otherwise provided herein, if a party (hereinafter the “Breaching Party”) fails to perform an obligation hereunder or violates this Agreement in other manner, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates this Agreement immediately and request the Breaching Party to provide the damages. If Party A is the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damages, and unless otherwise provided by the laws, Party B or Party C shall not in any event have any right to terminate or cancel this Agreement.

Liability for Breach. 5.1 7.1 Except as otherwise provided herein, if a party (hereinafter referred to as the “Breaching Party”) fails to perform an obligation hereunder or violates this Agreement in other manner, the other parties Party (hereinafter referred to as the “Aggrieved PartiesParty”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy it at its own cost within the reasonable period provided in the notice (hereinafter referred to as the “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties Party shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties Party for all actual economic losses caused to the Aggrieved Parties Party by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties Party shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge AgreementAgreement entered into by the Parties and the existing shareholders of Party B on the execution date hereof, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the 7.2 The Parties agrees hereto agree and acknowledges acknowledge that except as compulsorily provided by the PRC Laws, if Party B or Party C is the a Breaching Party, Party A shall have the right to unilaterally terminates terminate this Agreement immediately and request the Breaching Party to provide the liquidated damages. If Party A is the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damages, and unless otherwise provided by the laws, Party B or Party C shall not in any event have any right to terminate or cancel this Agreement.

Liability for Breach. 5.1 Except as otherwise provided herein13.1 The Parties agree and confirm that, if a party any Party (hereinafter referred as the “Breaching Party”) substantially breaches any agreement hereunder, or substantially fails to perform an any obligation hereunder, such activities constitute the breach of agreement hereunder or violates this Agreement in other manner, the other parties (hereinafter referred to as the “Aggrieved PartiesBreach”). The non-breaching Party (hereinafter referred to as the “Non-breaching Party”) may (a) send a written notice has the right to the Breaching Party indicating the nature and scope of the breach and requesting require the Breaching Party to rectify or take remedy at its own cost measures in a reasonable period. In case that the Breaching Party does not rectify or take remedy measures within the reasonable period or within ten (10) days after the written notice with the rectification requirements from the Non-breaching Party to the Breaching Party, provided in the notice (hereinafter “Remedy Period”); if that the Breaching Party fails to remedy it during is the Remedy PeriodLicensee, the Aggrieved Parties shall have Non-breaching Party has the right to request the Breaching Party decide at its own discretion: (1) to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request to require the Breaching Party to assume compensate for all liabilities caused by its breachthe losses and damages, and provide all damages; or (c2) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request to require the Breaching Party to assume all losses caused thereby. The exercise of continue to perform the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant obligations hereunder, and to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates this Agreement immediately and request require the Breaching Party to provide compensate for all the losses and damages; provided that the Breaching Party is the Licensor, the Non-breaching Party has right to require the Breaching Party to continue to perform the obligations hereunder, and to require the Breaching Party to compensate for all the losses and damages. If Party A is Inclusion, without limitation, of any breach to any extent, or non-performance of any liability and obligation provided for in Articles 2, 3, 4, 6, 9, 13 and 15 herein will be deemed as substantial breach or non-performance. The scope of the Breaching Partycompensation of losses and damages provided in this Article includes, Party B but not limited to, direct or Party C indirect losses, actual, economic or reputational losses etc. 13.2 The Parties agree and confirm that, the Licensee shall waive Party A’s obligation not require to provide damagesterminate this Agreement for any reason under any circumstance, and unless otherwise provided in laws or herein. 13.3 Notwithstanding other provisions herein, the effectiveness of this Article 13 shall not be affected by the laws, Party B suspension or Party C shall not in any event have any right to terminate or cancel termination of this Agreement.

Liability for Breach. 5.1 Except as Unless otherwise provided hereinagreed in other terms hereof, if a party any Party (hereinafter the “Breaching Party”) fails to perform an obligation its obligations hereunder or violates otherwise breach this Agreement in other mannerAgreement, any of the other parties Parties (hereinafter the “Aggrieved PartiesAffected Party”) may may: (a) send a written notice to the Breaching Party indicating Party, stating the nature and scope extent of the breach and requesting require the Breaching Party to remedy cure the breach at its own cost expense within the a reasonable period provided specified in the notice (hereinafter the “Remedy Cure Period”); if . If the Breaching Party fails to remedy it during cure the Remedy breach within the Cure Period, the Aggrieved Parties Affected Party shall have the right be entitled to request require the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties Affected Party for all actual economic losses caused to the Aggrieved Parties by its breachlosses, including but not limited to lawyer’s attorney fees, litigation or arbitration fees arising from any incurred related to litigation or arbitration proceedings relating to in connection with such breach, and furthermore. In addition, the Aggrieved Parties Affected Party shall also have the right be entitled to request require the Breaching Party to enforce perform this Agreement Agreement, and the Affected Party shall be entitled to request the competent arbitral relevant arbitration institution or court to order specific the actual performance and/or enforcement of the terms agreed hereinprovisions hereof; (b) terminate this Agreement, and request require the Breaching Party to assume all liabilities caused by its breach, and provide pay all damages; or (c) discount, auction or sell off enjoy the priority to get compensated from the proceeds obtained from the conversion of the pledged equity interests as agreed into money, or the auction or sales of the pledged equity in accordance with the Equity Interest Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request require the Breaching Party to assume bear all losses caused thereby. The exercise of the aforesaid remedial rights said remedy by the Aggrieved Parties Affected Party shall not prevent them from affect its exercise of other remedial rights pursuant to the provisions of remedies in accordance with this Agreement and the relevant laws. 5.2 Each of the The Parties agrees agree and acknowledges that except as compulsorily provided acknowledge that, unless otherwise required by the PRC LawsLaws of China, if Party B or Party C is the Breaching Party, Party A shall have the right is entitled to unilaterally terminates terminate this Agreement immediately and request demand damages from the Breaching Party to provide the damagesParty. If Party A is the Breaching Party, Party B or and Party C shall waive exempt Party A’s obligation to provide ’ liability of for damages, and unless . Unless otherwise provided stipulated by the lawsLaws of China, Party B or and Party C shall are not entitled to unilaterally terminate or rescind this Agreement in any event have any right to terminate or cancel this Agreementcase.

Liability for Breach. 5.1 Except as 7.1 Unless otherwise provided hereinagreed in other terms hereof, if a party either Party (hereinafter the “Breaching Party”) fails to perform an obligation its obligations hereunder or violates otherwise breach this Agreement in other mannerAgreement, the other parties Party (hereinafter the “Aggrieved PartiesAffected Party”) may may: (a) send a written notice to the Breaching Party indicating Party, stating the nature and scope extent of the breach and requesting require the Breaching Party to remedy cure the breach at its own cost expense within the a reasonable period provided specified in the notice (hereinafter the “Remedy Cure Period”); if . If the Breaching Party fails to remedy it during cure the Remedy breach within the Cure Period, the Aggrieved Parties Affected Party shall have the right be entitled to request require the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties Affected Party for all actual economic losses caused to the Aggrieved Parties by its breachlosses, including but not limited to lawyer’s attorney fees, litigation or arbitration fees arising from any incurred related to litigation or arbitration proceedings relating to in connection with such breach, and furthermore. In addition, the Aggrieved Parties Affected Party shall also have the right be entitled to request require the Breaching Party to enforce this Agreement perform its obligations hereunder, and the Affected Party shall be entitled to request the competent arbitral relevant arbitration institution or court to order specific the actual performance and/or enforcement of the terms agreed hereinprovisions hereof; (b) terminate this Agreement, and request require the Breaching Party to assume all liabilities caused by its breach, and provide pay all damages; or (c) discount, auction or sell off enjoy the priority to get compensated from the proceeds obtained from the conversion of the pledged equity interests as agreed into money, or the auction or sales of the pledged equity in accordance with the Equity Interest Pledge AgreementAgreement signed by and among both Parties and the existing shareholders of Party B at the date hereof, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request require the Breaching Party to assume bear all losses caused thereby. The exercise of the aforesaid remedial rights said remedy by the Aggrieved Parties Affected Party shall not prevent them from affect its exercise of other remedial rights pursuant to the provisions of remedies in accordance with this Agreement and the relevant laws. 5.2 Each of the 7.2 The Parties agrees agree and acknowledges that except as compulsorily provided acknowledge that, unless otherwise required by the PRC LawsLaws of China, if Party B or Party C is the Breaching Party, the Affected Party A shall have the right is entitled to unilaterally terminates terminate this Agreement immediately and request demand damages from the Breaching Party to provide the damagesParty. If Party A is the Breaching Party, Party B or Party C shall waive exempt Party A’s obligation to provide ’ liability of for damages, and unless . Unless otherwise provided stipulated by the lawsLaws of China, Party B is not entitled to unilaterally terminate or Party C shall not rescind this Agreement in any event have any right to terminate or cancel this Agreementcase.

Liability for Breach. 5.1 Except as 7.1 Unless otherwise provided hereinin this Agreement, if a party Party (hereinafter referred to as the “Breaching Party”) fails to perform an obligation hereunder or violates one of its obligations under this Agreement in other manneror otherwise breaches this Agreement, the other parties Party (hereinafter referred to as the “Aggrieved PartiesParty”) may may: (a) send a written notice to notify the Breaching Party indicating in writing of the nature and scope extent of the breach and requesting require the Breaching Party to remedy cure it at its own cost expense within the a reasonable period provided of time specified in the notice (hereinafter referred to as the “Remedy Cure Period”); if the Breaching Party fails to remedy it during cure within the Remedy Periodcure period, the Aggrieved Parties Party shall have the right be entitled to request hold the Breaching Party to assume liable for all liabilities caused by arising out of its breach and compensate to indemnify the Aggrieved Parties Party for all actual economic losses caused to the Aggrieved Parties Party by its breach, including but not limited to lawyer’s attorneys’ fees, litigation or arbitration fees arising from any costs incurred in connection with litigation or arbitration proceedings relating to such breach, ; and furthermore, the Aggrieved Parties shall also have Party has the right to request require the Breaching Party to enforce the performance of its obligations under this Agreement Agreement, and request the competent arbitral relevant arbitration institution or court to order specific the actual performance and/or enforcement of the terms agreed hereinand conditions specified in this Agreement; (b) terminate this Agreement, Agreement and request require the Breaching Party to assume all liabilities caused by resulting from its breach, breach and provide all fully compensate its losses and damages; or (c) discount, auction or sell off the pledged equity interests as agreed shares in accordance with the Equity Pledge AgreementAgreement entered into by the Parties on January 1, 2024, and have receive payment in priority in compensation with from the proceeds from the discountingderived therefrom, auctioning or selling off and request require the Breaching Party to assume all bear any losses caused therebyas a result thereof. The exercise of the aforesaid remedial aforementioned remedy rights by the Aggrieved Parties Party shall not prevent them from affect its exercise of other remedial remedy rights pursuant to the provisions of in accordance with this Agreement and the lawslegal provisions. 5.2 7.2 Each of the Parties Party agrees and acknowledges that except as compulsorily that, unless otherwise mandatorily provided by the PRC Lawslaws of the PRC, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates and immediately terminate this Agreement immediately and request require the Breaching Party to provide the damages. If Party A is the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damages, compensate its losses and unless otherwise provided by the laws, Party B or Party C shall not damages in any event have any right to terminate or cancel this Agreementfull.

Liability for Breach. 5.1 Except as Unless otherwise provided hereinin this Agreement, if a party Party (hereinafter referred to as the “Breaching Party”) fails to perform an obligation hereunder or violates one of its obligations under this Agreement in other manneror otherwise breaches this Agreement, the other parties Party (hereinafter referred to as the “Aggrieved PartiesParty”) may may: (a) send a written notice to notify the Breaching Party indicating in writing of the nature and scope extent of the breach and requesting require the Breaching Party to remedy cure it at its own cost expense within the a reasonable period provided of time specified in the notice (hereinafter referred to as the “Remedy Periodcure period”); and if the Breaching Party fails to remedy it during cure within the Remedy Periodcure period, the Aggrieved Parties Party shall have the right be entitled to request hold the Breaching Party to assume liable for all liabilities caused by arising out of its breach and compensate to indemnify the Aggrieved Parties Party for all actual any economic losses caused to the Aggrieved Parties by resulting from its breach, including but not limited to lawyer’s attorneys’ fees, litigation or arbitration fees arising from any costs incurred in connection with litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have Party has the right to request require the Breaching Party to enforce the performance of its obligations under this Agreement Agreement, and request the competent arbitral relevant arbitration institution or court to order specific the actual performance and/or enforcement of the terms agreed hereinand conditions specified in this Agreement; (b) terminate this Agreement, Agreement and request require the Breaching Party to assume bear all liabilities caused by resulting from its breach, breach and provide all damagescompensate its losses and damages in full; or (c) discount, auction or sell off the pledged equity interests interest as agreed in the Equity Pledge AgreementAgreement and receive payment in priority from the proceeds derived therefrom, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request require the Breaching Party to assume all bear any losses caused therebyas a result thereof. The exercise of the aforesaid remedial foregoing remedy rights by the Aggrieved Parties Party shall not prevent them from affect the exercise of its other remedial remedy rights pursuant to in accordance with this Agreement and the provisions of this Agreement and the laws. 5.2 Each of the Parties Party agrees and acknowledges that except as compulsorily that, unless otherwise provided by the PRC LawsLaws of the PRC, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates and immediately terminate this Agreement immediately and request require the Breaching Party to provide the damagescompensate its losses and damages in full. If Party A is the Breaching Party, Party B or and Party C shall waive Party A’s obligation obligations to provide compensate for damages, and unless otherwise provided by the laws, Party B or and Party C shall not in any event have any right to terminate or cancel this AgreementAgreement under any circumstances unless otherwise provided by laws.

Liability for Breach. 5.1 Except as otherwise provided herein, if a party (hereinafter Article 30 The Assignee shall pay the “Breaching Party”) assignment price for the right to use state-owned construction land on time according to this Contract. In case the Assignee fails to perform an obligation hereunder or violates this Agreement do so, it shall pay liquidated damages to the Assignor at the rate of 1 ‰ of payment in other mannerarrears on a daily basis from the date of late payment. In case the payment is delayed for more than 60 days, and the Assignee still can not pay the assignment price after required by the Assignor, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties Assignor shall have the right to request terminate the Breaching Party Contract and the Assignee is not entitled to assume all liabilities caused by its breach return of deposit. The Assignor may also claim damages from the Assignee. Article 31 If the Assignee terminates the investigation and compensate the Aggrieved Parties construction of this project for all actual economic losses caused any reason attributable to the Aggrieved Parties by its breachAssignee, including but not limited proposes to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating the Assignor to such breach, terminate this Contract and furthermorerequests returning the land, the Aggrieved Parties shall also have Assignor shall, after submitting the same to the people’ government who originally approved the land assignment plan for approval and obtaining such approval, return all or part of assignment price (without interests accrued thereon) for the right to request use the Breaching Party to enforce this Agreement and request state-owned construction land other than the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as deposit agreed in the Equity Pledge Agreement, this Contract and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A shall have take back the right to unilaterally terminates this Agreement immediately use the state-owned construction land. The buildings, structures and request their ancillary facilities constructed within the Breaching Party scope of such land parcel may not be compensated, and the Assignor may also require the Assignee to provide remove the damagesconstructed buildings, structures and their ancillary facilities and recover the grading of the land. However, if the Assignor is willing to continue to use the constructed buildings, structures and their ancillary facilities within the scope of such land parcel, the Assignee shall be compensated to some extent. 1. If Party A is the Breaching PartyAssignee makes the application to the Assignor not less than 60 days before the end of one year from commencement date of construction agreed in this Contract, Party B or Party C the Assignor shall waive Party A’s obligation to provide damages, and unless otherwise provided by return the laws, Party B or Party C shall not in any event have any assignment price for the right to terminate or cancel this Agreement.use the state-owned construction land to the Assignee after deducting the deposit;

Liability for Breach. 5.1 Except 10.1 After this Contract comes into effect, the Seller and the Buyer shall fully perform their obligations as otherwise provided herein, if a party (hereinafter the “Breaching Party”) stipulated in this Contract. If either Party fails to perform an obligation hereunder or violates this Agreement in partially performs its contractual obligations, it shall be liable for such breach and shall compensate all losses resulting thereof to the other mannerParty. 10.2 If the Buyer cancels the order except upon the Seller’s written consent, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties Seller shall have the right to request deduct all the Breaching Party to assume buyer’s payment, plus all liabilities caused by its breach reasonable costs and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees it sustains arising from any litigation or arbitration proceedings relating to such breach, the Buyer’s cancellation of an order without the Seller’s written consent and furthermore, the Aggrieved Parties Seller shall also have the right to request refuse to perform the Breaching Party to enforce this Agreement and request delivery obligation under the competent arbitral institution Contract. 10.3 In the event that the Seller suffers any loss or court to order specific performance and/or enforcement receives any complaint as a result of the terms agreed herein; (b) terminate breach of this AgreementContract by the Buyer, and request or any other circumstances cause or may cause the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise damage of the aforesaid remedial rights by Seller 's interests, then the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A shall have Seller has the right to unilaterally terminates suspend or terminate this Agreement immediately Contract and request require the Breaching Party Buyer to provide be liable for all reasonable and actual losses to the damagesSeller and assume related liabilities. 10.4 According to the agreed delivery date of the Contract, if the Seller cannot deliver the products on schedule for the Buyer’s reasons or the Buyer fails to take the products according to the agreed delivery date, the Seller can require the storage charges as 0.2%/per day on the value of goods not delivered. The Seller has the right to unilaterally suspend or terminate the Contract and refuse to perform the delivery obligation under the Contract if the ordered goods cannot be delivered more than 30 days after agreed delivery date due to the Buyer’s responsibility. 10.5 If Party A there are damages or losses in the buyer due to the quality or delivery of the products or the Seller, the Buyers remedy is limited to replacement under the Breaching PartySeller warranty. All other representations, Party B express or Party C shall waive Party A’s obligation implied, warranty, or liability relating to provide damagesthe condition or use of the product are specifically disallowed, and unless otherwise provided in no event shall the Seller be liable to Buyer, or any third party, for any direct and indirect consequential or incidental damages. 10.6 The Buyer shall, defend, indemnify, and hold harmless the Seller, its affiliates and their respective officers, directors, employees, agents, servants, subcontractors, and distributors from and against any and all actions, claims, demands, suits, judgments, liabilities, expenses (including but not limited to reasonable attorney’s fees), losses, or damages of whatever nature arising out of or relating to (i) any breach by the lawsBuyer of any representation, Party B warranty, covenant or Party C obligation hereunder; and (ii) any third-party claims to the extent caused by acts or omissions of the Buyer. 10.7 If the Seller breaches the Contract, it shall not be liable for compensation and to perform its obligations within the prescribed time limit. 10.8 Notwithstanding any other provision in this contract, neither party shall be liable to the other party for any event have loss of profit or revenues, loss of opportunity, loss of goodwill or reputation, and /or any right to terminate indirect or cancel this Agreementconsequential losses whatsoever, even if advised of the possibility of such damages.

Liability for Breach. 5.1 Except 10.1 After this Contract comes into effect, the Seller and the Buyer shall fully perform their obligations as otherwise provided herein, if a party (hereinafter the “Breaching Party”) stipulated in this Contract. If either Party fails to perform an obligation hereunder or violates this Agreement in partially performs its contractual obligations, it shall be liable for such breach and shall compensate all losses resulting thereof to the other mannerParty. 10.2 If the Buyer cancels the order except upon the Seller’s written consent, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties Seller shall have the right to request deduct all the Breaching Party to assume Buyer’s payment, plus all liabilities caused by its breach costs and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees it sustains arising from any litigation or arbitration proceedings relating to such breach, the Buyer’s cancellation of an order without the Seller’s written consent and furthermore, the Aggrieved Parties Seller shall also have the right to request refuse to perform the Breaching Party to enforce this Agreement and request delivery obligation under the competent arbitral institution Contract. 10.3 In the event that the Seller suffers any loss or court to order specific performance and/or enforcement receives any complaint as a result of the terms agreed herein; (b) terminate breach of this AgreementContract by the Buyer, and request or any other circumstances cause or may cause the Breaching Party to assume all liabilities caused damage of the Seller 's interests by its the Buyer’s breach, and provide all damages; or (c) discount, auction or sell off then the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A shall have Seller has the right to unilaterally terminates suspend or terminate this Agreement immediately Contract and request require the Breaching Party Buyer to provide be liable for all losses to the damagesSeller and assume related liabilities. 10.4 According to the agreed delivery date of the Contract, if the Seller cannot deliver the Products on schedule for the Buyer’s reasons or the Buyer fails to take the Products according to the agreed delivery date, the Seller can require the storage charges as 0.2%/per day on the value of Products not delivered. The Seller has the right to unilaterally suspend or terminate the Contract and refuse to perform the delivery obligation under the Contract if the ordered Products cannot be delivered more than 30 days after agreed delivery date due to the Buyer’s responsibility. 10.5 If Party A there are damages or losses in the Buyer due to the quality or delivery of the Products or the Seller, the Buyers remedy is limited to replacement under the Breaching PartySeller warranty. All other representations, Party B express or Party C shall waive Party A’s obligation implied, warranty, or liability relating to provide damagesthe condition or use of the Product are specifically disallowed, and unless otherwise provided in no event shall the Seller be liable to Buyer, or any third party, for any direct and indirect consequential or incidental damages. 10.6 The Buyer shall, defend, indemnify, and hold harmless the Seller, its affiliates and their respective officers, directors, employees, agents, servants, subcontractors, and distributors from and against any and all actions, claims, demands, suits, judgments, liabilities, expenses (including but not limited to reasonable attorney’s fees), losses, or damages of whatever nature arising out of or relating to (i) any breach by the lawsBuyer of any representation, Party B warranty, covenant or Party C obligation hereunder; and (ii) any third-party claims to the extent caused by acts or omissions of the Buyer. 10.7 If the Seller breaches the Contract, it shall not be liable for compensation and to perform its obligations within the prescribed time limit. 10.8 Notwithstanding any other provision in this contract, neither party shall be liable to the other party for any event have loss of profit or revenues, loss of opportunity, loss of goodwill or reputation, and /or any right to terminate indirect or cancel this Agreementconsequential losses whatsoever, even if advised of the possibility of such damages.

Liability for Breach. 5.1 Except 1. It shall be deemed as otherwise breach provided hereinthat any party hereto does not perform or completely perform the responsibilities and obligations specified hereof. The defaulting party, if a party (hereinafter the “Breaching Party”) fails to perform an obligation hereunder or violates this Agreement in other manner, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in upon receiving the notice of observing party, shall promptly remedy the violation. When the breaching party, within five (hereinafter “Remedy Period”); if 5) working days upon receiving the Breaching Party fails to said notice, does not remedy it during the Remedy Period, the Aggrieved Parties shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide nor give written reply for such notice, the observing party has right to terminate part of or all damages; or (c) discountprovisions hereof as well as to pursue the liabilities of the defaulting party and to demand the defaulting party to make compensations on the losses suffered by itself. 2. Without the consent of Party A, auction or sell off Party B may not use the pledged equity interests as agreed in the Equity Pledge Agreementuser information acquired from Party A, and have priority in compensation with the proceeds from the discountingotherwise, auctioning or selling off and request the Breaching Party to it shall assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant liabilities due to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, such action; if Party B or discloses the Confidential Information of Party C is the Breaching PartyA to any third party, Party A has right to demand Party B to make compensations, penalty shall have be deducted with the 50% expenses settled in the current month and Party A is entitled to demand Party B to be liable for other compensations. 3. On the duration of this contract, any party hereto may not relieve the contract, without reason; otherwise, it shall be liable for the breach. In case that Party B refuses to provide services, Party A has right to end the cooperation and reserve the right to unilaterally terminates investigate for the legal liabilities of Party B. 4. Where the losses suffered by one party hereto due to the breach of other party, and then whether this Agreement immediately agreement is terminated or not, the defaulting party, upon the demand of observing party, shall make compensations on all economic losses suffered by the observing party due to its breach. 5. Where Party B deliberately makes up connection data, customer data or information, relevant statistical statement, project evaluation report and request other relevant data, Party A will remove the Breaching false information when making settlement and deduct 15% of expenses settled and paid to Party B, and meanwhile Party B shall bear several and joint liabilities and consequences due to provide the damagessuch make-up. 6. If Party A B discloses information, or is exposed by media, or brings about serious service failure, safe production and other matters seriously violating the Breaching Partyprovisions hereof, or the appraisal factor is lower than 0.7 within two (2) consecutive months, Party B or Party C shall waive Party A’s obligation to provide damages, and unless otherwise provided by the laws, Party B or Party C shall not in any event have any A has right to directly terminate or cancel this Agreementagreement and is not liable for any breach due to such unilateral termination of this agreement.

Liability for Breach. 5.1 Except as otherwise provided herein, if a party 8.1 If any of the representations or warranties made by either Party (hereinafter the a “Breaching Defaulting Party”) in this Agreement is false or wrong, or the representation or warranty is not duly and promptly performed, that Party shall be considered as having violated this Agreement. Any failure by any Party to perform any of its commitments or obligations under this Agreement constitutes a breach of this Agreement by that Party. The Defaulting Party shall indemnify and bear all the losses, damages, costs (including but not limited to reasonable attorneys’ fees) and liabilities of the non-defaulting Party arising from or in connection with the breach, in addition to the other obligations set out in this Agreement. 8.2 Without prejudice to any other provision of this Clause 8, if any Party fails to perform an obligation hereunder or violates any of its obligations under this Agreement in other mannerAgreement, the other parties (hereinafter Party shall have the “Aggrieved Parties”) may (a) send a written notice right, in addition to any other rights and remedies under this Agreement, to require the Defaulting Party to actually perform such obligations and the Parties expressly waive the defense of the adequacy of the remedies. 8.3 Without prejudice to any other provision of this Clause 8, if any Seller fails to sell the Subject Shares to the Breaching Party indicating Purchaser in full accordance with the nature terms and scope conditions of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Periodthis Agreement, the Aggrieved Parties Purchaser shall have the right, on the basis of such substantial default, to unilaterally terminate the agreement. Other Sellers shall have the right to request refuse to close the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement sale of the terms agreed herein; (b) terminate this Agreement, and request Subject Shares they hold. 9.1 The Party receiving the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds Confidential Information from the discounting, auctioning or selling off other Party (including any company) (hereinafter the “Receiving Party”) shall keep this information confidential and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of use the Confidential Information for any purpose other remedial rights pursuant to than the provisions purpose of this Agreement and shall not disclose Confidential Information to any third party. The Receiving Party will not be liable for unintentional disclosure or unauthorized disclosure of any Confidential Information if the laws.Receiving Party has taken the same precautionary measures with the those toprotect its own property and confidential information. Notwithstanding the foregoing, such confidentiality obligations shall not apply, if: 5.2 Each 9.1.1 the information is or becomes part of the Parties agrees and acknowledges that except as compulsorily provided by public knowledge not due to the PRC Lawsfault of the Receiving Party or its representatives, if Party B agents, suppliers or Party C is subcontractors; 9.1.2 the Breaching Party, Party A shall have the right to unilaterally terminates counterparty of this Agreement immediately or its directors, employees, agents or professional advisers disclose to the Receiving Party or its employee on a non-confidential basis; 9.1.3 the counterparty of this Agreement authorizes the Receiving Party or its employees, directors or professional advisers to disclose; 9.1.4 the Receiving Party properly and request lawfully receives the Breaching information from any third party who has no confidentiality obligations or restrictions on use; for the avoidance of doubt, the Receiving Party or its representative has no obligations to provide inquire whether such third party has confidentiality obligations or restrictions on use or not; 9.1.5 the damages. If information has been in the possession of the Receiving Party A in writing and there is the Breaching Party, Party B no use or Party C shall waive Party A’s obligation to provide damagesdisclosure restriction, and unless otherwise provided by such information is not obtained as a result of the laws, Party B or Party C shall not in any event have any right to terminate or cancel expectation of this AgreementAgreement from the other Parties.

Liability for Breach. 5.1 Except as Unless otherwise provided hereinin this Agreement, if a party Party (hereinafter referred to as the “"Breaching Party”") fails to perform an obligation hereunder or violates one of its obligations under this Agreement in other manneror otherwise breaches this Agreement, the other parties Party (hereinafter referred to as the “"Aggrieved Parties”Party") may may: (a) send a written notice to notify the Breaching Party indicating in writing of the nature and scope extent of the breach and requesting require the Breaching Party to remedy cure it at its own cost expense within the a reasonable period provided of time specified in the notice (hereinafter “Remedy Period”referred to as the "cure period"); and if the Breaching Party fails to remedy it during cure within the Remedy Periodcure period, the Aggrieved Parties Party shall have the right be entitled to request hold the Breaching Party to assume liable for all liabilities caused by arising out of its breach and compensate to indemnify the Aggrieved Parties Party for all actual any economic losses caused to the Aggrieved Parties by resulting from its breach, including but not limited to lawyer’s attorneys' fees, litigation or arbitration fees arising from any costs incurred in connection with litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have Party has the right to request require the Breaching Party to enforce the performance of its obligations under this Agreement Agreement, and request the competent arbitral relevant arbitration institution or court to order specific the actual performance and/or enforcement of the terms agreed hereinand conditions specified in this Agreement; (b) terminate this Agreement, Agreement and request require the Breaching Party to assume bear all liabilities caused by resulting from its breach, breach and provide all damagescompensate its losses and damages in full; or (c) discount, auction or sell off the pledged equity interests interest as agreed in the Equity Pledge AgreementAgreement and receive payment in priority from the proceeds derived therefrom, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request require the Breaching Party to assume all bear any losses caused therebyas a result thereof. The exercise of the aforesaid remedial foregoing remedy rights by the Aggrieved Parties Party shall not prevent them from affect the exercise of its other remedial remedy rights pursuant to in accordance with this Agreement and the provisions of this Agreement and the laws. 5.2 Each of the Parties Party agrees and acknowledges that except as compulsorily that, unless otherwise provided by the PRC LawsLaws of the PRC, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates and immediately terminate this Agreement immediately and request require the Breaching Party to provide the damagescompensate its losses and damages in full. If Party A is the Breaching Party, Party B or and Party C shall waive Party A’s obligation 's obligations to provide compensate for damages, and unless otherwise provided by the laws, Party B or and Party C shall not in any event have any right to terminate or cancel this AgreementAgreement under any circumstances unless otherwise provided by laws.

Liability for Breach. 5.1 Except 1. After the entry into force of this Contract, both the Borrower and the Lender shall perform the obligations as otherwise provided stipulated herein, if a party (hereinafter the “Breaching Party”) . If either Party fails to perform an obligation hereunder or violates this Agreement in other manner, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy fully perform its obligations as stipulated herein, it during shall bear the Remedy Period, the Aggrieved Parties corresponding liability for breach of contract. 2. The Lender shall have the right to request take one or more of the Breaching Party following measures if the Borrower fails to assume use the Loan for the purposes as specified herein, fails to disburse the Loan in the manner agreed upon, fails to comply with the representations and undertakings, misreports the information of the loan application documents, breaks through the agreed financial indicators, has a major cross-default event or fails to perform any of the provisions hereof: (i) To require the Borrower to correct the violation within a certain time limit; (ii) To cease the origination of the portion of the Loan having not been originated hereunder and to cease the disbursement of the portion of the Loan having not been disbursed hereunder; (iii) To require the Borrower to supplement the loan origination and disbursement conditions that meet the requirements of the Lender or cancel the Borrower’s use of the Loan in an “Own Disbursement” manner; (iv) To unilaterally decide that all liabilities caused by its breach or part of the debt hereunder expires in advance; (v) To unilaterally terminate or cancel this Contract, require the Borrower to pay off the principal and interest of the Loan due or undue and pay or compensate for the Aggrieved Parties for all actual economic losses caused related losses; (vi) To require the Borrower to pay the penalty interest on the Loan overdue if the Loan is overdue; or to require the Borrower to pay the penalty interest on the misappropriated portion of the Loan if the Borrower misappropriates the Loan; or to require the Borrower to pay the compound interest of the interest outstanding (including interest before and after the maturity of the Loan, penalty interest from the misappropriation of the Loan and the penalty interest of the Loan overdue); (vii) To require the Borrower to add or replace the guarantors, collaterals, pledges or pledged rights; (viii) To exercise or realize the rights under any guarantee relating to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising Loan hereunder; (ix) To withhold amounts from any litigation account opened by the Borrower with the Lender and all branches and subsidiaries of Industrial Bank without judicial proceedings, or arbitration proceedings relating to such breachentrust the bank with which the Lender’s account is opened to withhold amounts from its account (including principal, interest, penalty interest, compound interest, penalties, liquidated damages and furthermorethe Expense Incurred by the Lender in Realizing the Creditor’s Right directly. If the money in the account is inconsistent with the currency of the Loan, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A Lender shall have the right to unilaterally terminates convert it into the currency of the Loan at the intermediate price announced by the Lender on the day of withholding; If any account under this Agreement immediately Article involves the products such as wealth management products or structured deposits, the Lender has the right to initiate a redemption application or take other necessary measures directly on behalf of the Borrower in order to ensure that the Lender withholds the above amount smoothly. (x) To initiate an action, arbitration or apply to a notary agency for an execution certificate, require the Borrower to pay off the principal and request interest of the Breaching Party Loan, and ask the Borrower to bear the Expense Incurred by the Creditor in Realizing the Creditor’s Right; (xi) To seize or retain any movable or immovable property, tangible or intangible property of the Borrower under the control and possession of the Lender or take other measures deemed appropriate by the Lender; (xii) To submit and disclose the information of the Borrower’s breach of contract to the People’s Bank of China and the credit reporting institutions and credit reporting systems established or approved by it, or banking associations, banking supervisory bodies or other administrative/judicial /supervisory authorities and the information management systems or news media established and approved by them, and to take legal measures such as clearing, litigation, arbitration or applying to a notary agency for an enforcement certificate, and take or jointly take with other banking financial institutions the measures to reduce or stop credit, stop opening new settlement accounts, stop the Borrower’s legal representative/ the Borrower’s new credit card and other joint measures to punish the Borrower for its breach of trust and protect the rights of the Lender; and (xiii) To take other measures according to the applicable laws and or other measures agreed herein or deemed appropriate by the Lender. 3. Subject to the withdrawal prerequisites and disbursement conditions for the Loan as stipulated herein, if the Lender fails to provide the damages. If Party A is Loan on the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damagesagreed date and with the agreed amount, and unless otherwise thereby causes losses to the Borrower, the Lender shall compensate the Borrower for its direct economic loss arising therefrom. However, in any case, the Lender shall not be liable for any foreseeable or foreseeable indirect loss arising therefrom to the Borrower. 4. In the course of the performance of this Contract, the Lender shall not bear any liability if the documents provided by the lawsBorrower are not true, Party B accurate, incomplete or Party C otherwise defective, resulting in the Lender’s wrong Fiduciary Disbursement, unpunctual disbursement, and the Borrower violates this Contract to handle the Own Disbursement or causes other losses. 5. The Lender shall not in be liable for any event origination or disbursement dispute or any other loss arising from the freezing of the loan origination account or the disbursement object account as stipulated herein or any other reason. 6. If the guarantor hereunder (i.e. the warrantor, the mortgagor, the pledgor) has the following reasons, the lender shall have any the right to terminate take measures in accordance with Paragraph 1 of this Article: (i) Where the guarantor fails to perform the guarantee contract, or cancel this Agreementits credit standing is deteriorating, or the guarantor has any other event in which its guarantee capacity is weakened; (ii) Where the mortgagor fails to perform the mortgage contract, or intentionally damages the mortgage, or the value of the mortgage may or has been significantly reduced, or the mortgagor has any other event detrimental to the mortgage right of the Lender; (iii) Where the pledgor fails to perform the pledge contract, or if the value of the pledge has been or may be significantly reduced, or the pledge’s right must be fulfilled before the Loan is paid off, or the pledgor has any other event detrimental to the mortgage right of the Lender.

Liability for Breach. 5.1 Except as otherwise provided herein, if a party 8.1 If any of the representations or warranties made by either Party (hereinafter the “Breaching a”Defaulting Party”) in this Agreement is false or wrong, or the representation or warranty is not duly and promptly performed, that Party shall be considered as having violated this Agreement. Any failure by any Party to perform any of its commitments or obligations under this Agreement constitutes a breach of this Agreement by that Party. The Defaulting Party shall indemnify and bear all the losses, damages, costs (including but not limited to reasonable attorneys’ fees) and liabilities of the non-defaulting Party arising from or in connection with the breach, in addition to the other obligations set out in this Agreement. 8.2 Without prejudice to any other provision of this Clause 8, if any Party fails to perform an obligation hereunder or violates any of its obligations under this Agreement in other mannerAgreement, the other parties (hereinafter Party shall have the “Aggrieved Parties”) may (a) send a written notice right, in addition to any other rights and remedies under this Agreement, to require the Defaulting Party to actually perform such obligations and the Parties expressly waive the defense of the adequacy of the remedies. 8.3 Without prejudice to any other provision of this Clause 8, if any Seller fails to sell the Subject Shares to the Breaching Party indicating Purchaser in full accordance with the nature terms and scope conditions of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Periodthis Agreement, the Aggrieved Parties Purchaser shall have the right, on the basis of such substantial default, to unilaterally terminate the agreement. Other Sellers shall have the right to request refuse to close the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement sale of the terms agreed herein; (b) terminate this Agreement, and request Subject Shares they hold. 9.1 The Party receiving the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds Confidential Information from the discounting, auctioning or selling off other Party (including any company) (hereinafter the “Receiving Party”) shall keep this information confidential and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of use the Confidential Information for any purpose other remedial rights pursuant to than the provisions purpose of this Agreement and shall not disclose Confidential Information to any third party. The Receiving Party will not be liable for unintentional disclosure or unauthorized disclosure of any Confidential Information if the laws.Receiving Party has taken the same precautionary measures with the those toprotect its own property and confidential information. Notwithstanding the foregoing, such confidentiality obligations shall not apply, if: 5.2 Each 9.1.1 the information is or becomes part of the Parties agrees and acknowledges that except as compulsorily provided by public knowledge not due to the PRC Lawsfault of the Receiving Party or its representatives, if Party B agents, suppliers or Party C is subcontractors; 9.1.2 the Breaching Party, Party A shall have the right to unilaterally terminates counterparty of this Agreement immediately or its directors, employees, agents or professional advisers disclose to the Receiving Party or its employee on a non-confidential basis; 9.1.3 the counterparty of this Agreement authorizes the Receiving Party or its employees, directors or professional advisers to disclose; 9.1.4 the Receiving Party properly and request lawfully receives the Breaching information from any third party who has no confidentiality obligations or restrictions on use; for the avoidance of doubt, the Receiving Party or its representative has no obligations to provide inquire whether such third party has confidentiality obligations or restrictions on use or not; 9.1.5 the damages. If information has been in the possession of the Receiving Party A in writing and there is the Breaching Party, Party B no use or Party C shall waive Party A’s obligation to provide damagesdisclosure restriction, and unless otherwise provided by such information is not obtained as a result of the laws, Party B or Party C shall not in any event have any right to terminate or cancel expectation of this AgreementAgreement from the other Parties.

Liability for Breach. 5.1 Except as otherwise provided herein, if a 12.1 In case one party (hereinafter violates any provisions of this Contract and appendixes hereto during the “Breaching Party”) fails period of this Contract and thus causes losses in interests to perform an obligation hereunder or violates this Agreement in the other mannerparty, the other parties latter shall have right to inform the former in writing after the occurrence of such violation, requiring it to make rectification and compensation. In case the observant party incurs any expenses, expenditure, liabilities or losses arising from violation of this Contract by the breaching party, the breaching party shall assume the liability and make compensation to keep the observant party undamaged. 12.2 Party B must guarantee that the commodities it provides can be normally sold by Party A and will not be claimed for rights on or raised objection to by any third party. In case any third party raises objection to or claims for rights on the commodities and thus hinders Party A’s independent sale behaviors, Party B shall negotiate directly with such third party till the issue is resolved. In case no resolution is made while Party A is precluded from its sale, Party B shall handle the return or purchase at the supply price (hereinafter set out in List of Commodities to be Purchased) all unsold products Party A purchased. In case a third party claims for rights and thus causes losses to Party A, Party B shall be liable for compensation. 12.3 In case there is complaint or lawsuit that is instituted against Party A and Party A bears the “Aggrieved Parties”) may (a) send a written notice liability due to the Breaching Party indicating the nature and scope quality defects of the breach and requesting commodities provided by Party B, Party B shall bear all the Breaching losses Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breachA incurs, including but not limited to lawyer’s feescompensation, litigation penalty, lawsuit fee, attorney fee for the lawyer employed by Party A and other losses. 12.4 If the quoted price (on the price tag) Party B grants to Party A is not the lowest market price in Chinese domestic markets, Party B will pay Party A penalty for breach of contract in amount of ten times the balance between such quoted price and the lowest market price for each commodity. In case this causes losses to or arbitration fees arising from any litigation or arbitration proceedings relating adverse impact on Party A, Party A will have right to such terminate this Contract with immediate effect. In addition to the above liability for breach, and furthermore, the Aggrieved Parties Party B shall also have compensate Party A for the right to request actual losses and the Breaching expected loss in profit. 12.5 In case Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed B violates any provisions in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions Article IV of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching PartyContract, Party A shall have the right to unilaterally terminates cancel this Agreement immediately Contract and require Party B to bear the liability for compensation. 12.6 In case Party B fails to make out invoice to Party A in accordance with Article 9.2, Party A shall have right to reject to pay for the commodities and to deduct taxes from the payment for commodities. 12.7 In case Party B fails to deliver Party A the commodities at the agreed time and place, Party A shall have right to reject such delivery and to request Party B to pay the Breaching penalty for breach of contract in amount of 30% of the total payment for such supply. 12.8 In case the non-conformity rate of the commodities Party B delivers is higher than 30%, Party A shall have right to provide return to Party B all the damagescommodities (with transportation fee for such return borne by Party B) and Party B shall, in advance of seven working days prior to the agreed sale schedule, re-pack such batch of commodities in accordance with Party A’s standards. In case of damage to Party A arising herefrom, Party B shall be liable for compensation. In case Party B fails to re-supply commodities to Party A within the seven working days prior to the agreed sale schedule, or the re-supplied commodities have a non-conformity rate still higher than 30%, Party A shall have right to cancel this supply. If Party B has collected deposit, it shall repay Party A at double of such deposit. If Party A has not collected deposit, it shall pay Party A penalty for breach of contract in amount of 30% of the total payment for supply of the commodities in such batch of List of Commodities to be Purchased. 12.9 In case Party A has paid Party B a deposit before the sale, such deposit shall be deducted from the payment for supply. If the deposit is the Breaching Partyhigher than such payment, Party B or Party C shall waive Party A’s obligation to provide damages, and unless otherwise provided by make full repayment within fifteen working days after the laws, settlement between both parties. If Party B or fails to make such repayment, it shall pay Party C A penalty for breach of contract in amount of 1% of the un-repaid amount for each delayed day till the repayment is made in full. 12.10 In case Party B fails to perform its obligation of supply in accordance with List of Commodities to be Purchased entered between both parties, if it has collected deposit, it shall repay Party A in double; if it has not collected deposit, it shall pay Party A penalty for breach of contract in any event have any right to terminate or cancel this Agreementamount of 30% of the total payment for supply.

Liability for Breach. 5.1 Except as 7.1 Unless otherwise provided hereinin this Agreement, if a party Party (hereinafter referred to as the “"Breaching Party”") fails to perform an obligation hereunder or violates one of its obligations under this Agreement in other manneror otherwise breaches this Agreement, the other parties Party (hereinafter referred to as the “"Aggrieved Parties”Party") may may: (a) send a written notice to notify the Breaching Party indicating in writing of the nature and scope extent of the breach and requesting require the Breaching Party to remedy cure it at its own cost expense within the a reasonable period provided of time specified in the notice (hereinafter “Remedy referred to as the "Cure Period”"); if the Breaching Party fails to remedy it during cure within the Remedy Periodcure period, the Aggrieved Parties Party shall have the right be entitled to request hold the Breaching Party to assume liable for all liabilities caused by arising out of its breach and compensate to indemnify the Aggrieved Parties Party for all actual economic losses caused to the Aggrieved Parties Party by its breach, including but not limited to lawyer’s attorneys' fees, litigation or arbitration fees arising from any costs incurred in connection with litigation or arbitration proceedings relating to such breach, ; ​ ​ and furthermore, the Aggrieved Parties shall also have Party has the right to request require the Breaching Party to enforce the performance of its obligations under this Agreement Agreement, and request the competent arbitral relevant arbitration institution or court to order specific the actual performance and/or enforcement of the terms agreed hereinand conditions specified in this Agreement; (b) terminate this Agreement, Agreement and request require the Breaching Party to assume all liabilities caused by resulting from its breach, breach and provide all fully compensate its losses and damages; or (c) discount, auction or sell off the pledged equity interests as agreed shares in accordance with the Equity Pledge AgreementAgreement entered into by the Parties on September 30, 2022, and have receive payment in priority in compensation with from the proceeds from the discountingderived therefrom, auctioning or selling off and request require the Breaching Party to assume all bear any losses caused therebyas a result thereof. The exercise of the aforesaid remedial aforementioned remedy rights by the Aggrieved Parties Party shall not prevent them from affect its exercise of other remedial remedy rights pursuant to the provisions of in accordance with this Agreement and the lawslegal provisions. 5.2 7.2 Each of the Parties Party agrees and acknowledges that except as compulsorily that, unless otherwise mandatorily provided by the PRC Lawslaws of China, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates and immediately terminate this Agreement immediately and request require the Breaching Party to provide the damages. If Party A is the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damages, compensate its losses and unless otherwise provided by the laws, Party B or Party C shall not damages in any event have any right to terminate or cancel this Agreementfull.

Liability for Breach. 5.1 Except as otherwise provided herein, if No person shall be liable for a party (hereinafter breach of a covenant contained in this Deed after that person has irrevocably parted with all their interest in the “Breaching Party”) fails to perform an obligation hereunder Site or violates this Agreement in other manner, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope part of the Site in respect of which such breach occurs but without prejudice to any subsisting breach of covenant prior to parting with such interest This Deed shall determine and requesting the Breaching Party cease to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); have any further effect if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation Permission is revoked or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights modified by the Aggrieved Parties shall not prevent them from exercise of other remedial rights Council pursuant to the Planning Act or by any Court without the written consent of the Owner or if the Permission expires before the Commencement of Development Any Commencement Notice required under clause 6.1.2 shall be in the form attached to this Deed at Annex 1 and shall be deemed to be served if sent electronically to the address provided on the Commencement Notice or if delivered personally or sent by pre-paid first class recorded delivery or registered post to the address of the Council provided on the Commencement Notice Any other notice consent or approval to be given under this Deed shall be in writing and shall be deemed to be served if delivered personally or sent by pre-paid first class recorded delivery or registered post to the address of the relevant party as described in clause 1 or such other address as shall have been notified in writing to the party giving the notice consent or approval and in the case of a notice to be served on the Council addressed to the Head of Planning quoting reference MC/……………… Where any approval consent direction action or authority is required to be given by any of the parties hereto such approval consent direction action or authority shall not be unreasonably delayed or withheld and shall only be effective if given for the purposes of this Deed If any provision in this Deed shall be held to be invalid illegal or unenforceable the validity legality and enforceability of the remaining provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates this Agreement immediately and request the Breaching Party to provide the damages. If Party A is the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damages, and unless otherwise provided by the laws, Party B or Party C Deed shall not in any way be deemed thereby to be affected or impaired No waiver (whether express or implied) by the Council of any breach or default by another party in performing or observing any of the terms and conditions of this Deed shall constitute a continuing waiver and no such waiver shall prevent the Council from enforcing any of the said terms or conditions which they are entitled to enforce or from acting upon any subsequent breach or default in respect thereto by that party This Deed is a Local Land Charge and shall be registered as such by the Council Any dispute between the parties under the terms of this Deed may be referred to an expert under the Disputes Resolution Procedure The decision of any expert appointed under the Disputes Resolution Procedure shall be final and binding on all of the parties to the dispute except in the case of manifest error Payments required to be made under the terms of this Deed shall for the purposes of this clause be deemed to fall due and to be payable on the date specified for payment in the relevant clause or if no date is specified in the relevant clause then such payment shall fall due 21 days after the occurrence of the relevant Trigger Date (in either case the "Due Date") In the event have of any right delay in making the payment required under this Deed interest shall be payable on the amount payable at the rate of four percent above the National Westminster Bank plc base lending rate from time to terminate or cancel time in force from the date that the relevant payment falls due to the date of actual payment Any sums which become payable under this Agreement.Deed on a date more than twelve months after the date of this Deed by the Owner to the Council other than the Council’s Costs and the Monitoring Officer Costs shall be subject to Indexation Where a sum is subject to Indexation the actual sum due to the Council (“the Indexed Sum”) shall be calculated in accordance with the formula: Where:

Liability for Breach. 5.1 Except 1. It shall be deemed as otherwise breach provided hereinthat any party hereto does not perform or completely perform the responsibilities and obligations specified hereof. The defaulting party, if a party (hereinafter the “Breaching Party”) fails to perform an obligation hereunder or violates this Agreement in other manner, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in upon receiving the notice of observing party, shall promptly remedy the violation. When the breaching party, within five (hereinafter “Remedy Period”); if 5) working days upon receiving the Breaching Party fails to said notice, does not remedy it during the Remedy Period, the Aggrieved Parties shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide nor give written reply for such notice, the observing party has right to terminate part of or all damages; or (c) discountprovisions hereof as well as to pursue the liabilities of the defaulting party and to demand the defaulting party to make compensations on the losses suffered by itself. 2. Without the consent of Party A, auction or sell off Party B may not use the pledged equity interests as agreed in the Equity Pledge Agreementuser information acquired from Party A, and have priority in compensation with nor disclose the proceeds from Confidential Information of Party A and China Telecom Shandong Province to the discountingthird party, auctioning or selling off and request the Breaching Party to otherwise, it shall assume all losses caused thereby. The exercise liabilities due to such action; Party B is liable for tort on the action of its intentional infringement of business secrets, the aforesaid remedial rights by disclosure of business secrets or the Aggrieved Parties shall not prevent them from exercise consequence of other remedial rights pursuant business secrets being infringed owing to its negligence, and if such action is serious, Party A may submit it to the provisions judiciary for pursuing the relevant legal liability of Party B. Party B shall bear joint and several liability on the disclosure of business secrets due to its cause or through its channel and the consequence owing to such disclosure and make compensations on the losses suffered by Party A due to such disclosure. 3. On the duration of this Agreement agreement, any party hereto may not relieve the agreement without reason; otherwise, it shall be liable for the breach. In case that Party B refuses to provide services, Party A has right to suspend the cooperation for three months, and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Partydo it again, Party A shall have has right to terminate the cooperation with Party B and reserve the right to unilaterally terminates investigate for the legal liabilities of Party B. 4. Where the losses suffered by one party hereto due to the breach of other party, and then whether this Agreement immediately agreement is terminated or not, the defaulting party, upon the demand of observing party, shall make compensations on all economic losses suffered by the observing party due to its breach. 5. Where Party B deliberately makes up connection data, customer data or information, relevant statistical statement, project evaluation report and request the Breaching Party to provide the damages. If other relevant data, Party A will make appraisal from settlement expenses paid to Party B and such appraisal amount is two times of the Breaching Partymisstated service expense. Meanwhile, Party B or Party C shall waive Party A’s obligation bear the liabilities and consequences due to provide damagessuch make-up. * Denotes location where Confidential Information has been redacted. Subject of Rule 406 request for confidential treatment. This agreement is made in quadruplicate, each party hereto holding two copies respectively, and unless otherwise provided by takes effect upon the laws, Party B signature and seal of legal representatives or Party C shall not in any event have any right to terminate or cancel this Agreementauthorized representatives of both parties hereto.

Liability for Breach. 5.1 Except as 7.1 Unless otherwise provided expressly specified herein, if a party (hereinafter the “Breaching Party”) fails to perform an obligation hereunder or violates this Agreement in other mannerany Party breaches any of its obligations hereunder, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching non-breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties shall have the right to notify the breaching Party in writing to request the Breaching breaching Party to assume all liabilities caused by its immediately cease the relevant breach and compensate take effective remedies. If the Aggrieved breaching Party is indolent to remedy such breach or such breach is incapable of remedy, the breaching Party shall indemnify the other Parties for all actual economic the losses caused thereby. 7.2 If, prior to the Aggrieved Parties Completion Date of the Equity Transfer, the Sellers and the De Facto Controllers have materially breached any term of this Agreement, laws or regulations, which results in material obstacle to the performance of this Agreement, or the continuous performance of this Agreement cannot achieve the commercial interest and transaction purpose reasonably anticipated by its breach, the Purchaser at the execution of this Agreement (including but not limited to lawyer’s feesthere is a material undisclosed matter in Huaying Schools, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, the Sellers and furthermorethe De Facto Controllers violate Articles 5.3 and 5.4 hereof), the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A Purchaser shall have the right to unilaterally terminates immediately notify the Sellers and the De Facto Controllers in writing, and this Agreement immediately shall be hereby rescinded. In such case, this Agreement shall be terminated upon delivery of the written notice of the Purchaser to the Sellers or the De Facto Controllers. The Parties shall execute all documents and request take all necessary actions based on the Breaching Party principle of restoration to provide the damages. If Party A is original status to assist the Breaching Party, Party B or Party C Purchaser and the Target Company in restoring to the status prior to the date hereof: The Sellers shall waive Party A’s obligation to provide damages, and unless otherwise provided refund the Purchase Price paid by the lawsPurchaser within 3 business days after the delivery of the notice by the Purchaser; If the equity interests of the Target Company has been transferred to the Purchaser, the Purchaser shall assist to register back such equity interests under the name of the Sellers. The breaching Party B or shall also bear liability for breach of contract to the non-breaching Party C shall not in any event have any right to terminate or cancel accordance with this Agreement. 7.3 If, after the execution of this Agreement, the Purchaser discovers that Article 5.3 hereof is inconsistent with facts, and such inconsistence causes losses to the Purchaser and/or Huaying Schools, the Sellers and the De Facto Controllers shall bear full liability for indemnification to the Purchaser and/or Huaying Schools in proportion to the consideration received for the Equity Transfer. If the Purchaser has not fully paid the Purchase Price at such time, such indemnification may be deducted directly from the remaining Purchase Price, with any shortfall to be made up by the Sellers and the De Facto Controllers in cash. 7.4 If the Sellers breach the non-compete provision of Article 5.4 (1) hereof, the Sellers shall pay liquidated damages to the Purchaser in the amount equal to the total Purchase Price paid by the Purchaser to the Sellers for the Equity Transfer. 7.5 If the Purchaser is informed that the Sellers and/or the De Facto Controllers violate Article 5.4 (4) hereof which causes losses to the Purchaser and/or Huaying Schools, the Purchaser shall have right to request the Sellers to indemnify for the Purchaser and/or Huaying Schools in proportion to the Purchase Price received by the Purchaser. If the Purchaser has not paid the full Purchase Price at that time, such indemnification may be deducted directly from the remaining Purchase Price, with any shortfall to be made up by the Sellers and the De Facto Controllers in cash. 7.6 For the purpose of Article 7 hereof, the De Facto Controllers shall bear joint and several liability to the other Sellers. In the event of breach by one of the Sellers, the Purchaser shall be entitled to claim liability for breach against either the breaching Party or the De Facto Controllers, and the responsible Party shall have the right of recourse against the other Parties. 7.7 For the avoidance of doubt, the transfer consideration and indemnification liability involved in this Article 7 shall be calculated and confirmed on the basis of the transfer consideration for the entire Huaying Schools consisting of Tianjin Hedong Huaying Training School and its corresponding school districts.

Liability for Breach. 5.1 Except Article 30 The Assignee shall, pursuant to the agreement in the Contract, pay the assignment fee for the state-owned construction land use right as otherwise provided herein, if a party (hereinafter scheduled. In the “Breaching Party”) event that the Assignee fails to perform an obligation hereunder or violates this Agreement in other mannerdo so, it shall pay liquidated damages to the Assignor equivalent to 1 ‰ of the overdue amount on a daily basis since the date of default; where the Assignee fails to pay the assignment fee beyond sixty days and still fails to pay the sum upon being urged by the Assignor, the other parties (hereinafter Assignor shall be entitled to cancel the “Aggrieved Parties”) may (a) send a written notice to Contract without returning the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreementdeposit, and request the Breaching Party Assignee to assume all liabilities caused by compensate for the loss incurred thereby. Article 31 Where the Assignee intends to terminate the project investment and construction due to its breachown cause, and provide all damages; applies to the Assignor for termination of contract performance and returning the assigned land, the Assignor, upon submitting the case to the people’s government originally approving the land assignment and subject to the approval of the people’s government, may return (without interest) to the Assignee the whole or (c) discountpartial assignment fee for the state-owned construction land use right except for the deposit agreed on herein pursuant to the following conditions, auction take back the state-owned construction land use right without making compensation for the buildings, structures or sell auxiliary facilities constructed on the land parcel, in addition, the Assignor may require the Assignee to clear off the pledged equity interests buildings, structures or auxiliary facilities constructed on the land parcel and restore the ground to a leveled condition; however, the Assignor shall make reasonable compensation to the Assignee in case the former desires to further utilize the buildings, structures or auxiliary facilities constructed on the land parcel: (I) In case the Assignee applies to the Assignor at least 60 days prior to the maturity of one year upon the construction commencement date as agreed in the Equity Pledge AgreementContract, the Assignor will return the assignment fee already paid for the state-owned construction land use right to the Assignee upon deducting the deposit; (II) In case the Assignee applies to the Assignor after one year but less than two years from the construction commencement date and at least 60 days prior to the maturity of two years upon the construction commencement date as agreed in the Contract, the Assignor will return the rest of the assignment fee for the state-owned construction land use right to the Assignee upon deducting the deposit agreed on herein and charge for idle land pursuant to relevant provisions. Article 32 In case the Assignee causes the land idling over one year yet less than two years, it shall pay the charge for idle land pursuant to law; if land idling lasts up to two years and construction work is not commenced, the Assignor shall be entitled to take back the state-owned construction land use right without compensation. Article 33 In case the Assignee fails to commence the construction work on the date as agreed on herein or on any delayed date as otherwise agreed, it shall pay liquidated damages to the Assignor equivalent to 1 ‰ of the total assignment fee for the state-owned construction land use right for each day in delay, and have priority the Assignor has the right to require the Assignee to continue performing the Contract. In case the Assignee fails to complete the construction work on the date as agreed herein or on any delayed date as otherwise agreed on, it shall pay liquidated damages to the Assignor equivalent to 1 ‰ of the total assignment fee for the state-owned construction land use right for each day in compensation with delay. Article 34 Where the proceeds total fixed assets investment for the project, the investment intensity and the total investment sum fail to meet the standards as agreed in the Contract, the Assignor may, subject to the ratio of the actual difference out of the agreed total investment sum and the investment intensity, require the Assignee to pay liquidated damages equivalent to the same ratio of the assignment fee for the state-owned construction land use right and require the Assignee to continue performing the Contract. Article 35 In case any index, including the floor area ratio of buildings and building density in the land parcel hereunder, is lower than the minimum standards contained herein, the Assignor may, subject to the ratio of the actual difference out of the agreed minimum standards, require the Assignee to pay liquidated damages equivalent to the same ratio of assignment fee for the state-owned construction land use right, and has the right to require the Assignee to continue performing the Contract; in case any index, including the floor area ratio of buildings and building density in the land parcel hereunder, is higher than the maximum standards contained herein, the Assignor has the right to take back the area beyond the maximum standards, and may, subject to the ratio of the actual difference out of the agreed maximum standards, require the Assignee to pay liquidated damages equivalent to the same ratio of assignment fee for the state-owned construction land use right. Article 36 In case any index among the greening ratio of industrial construction projects, ratio of land for enterprise administration and living service facilities, building area of enterprise administration and living service facilities is beyond the agreed standards herein, the Assignee shall pay liquidated damages equivalent to 1 ‰ of the assignment fee for the land parcel hereunder to the Assignor, and shall dismantle the relevant greening and building facilities at its own cost. Article 37 Where the Assignee pays the assignment fee for the state-owned construction land use right as agreed herein, the Assignor shall deliver the assigned land as scheduled herein. In case the Assignee is caused to delay the possession of the land parcel hereunder due to the failure of the Assignor in timely delivering the land, the Assignor shall, for each overdue day, pay liquidated damages to the Assignee equivalent to 1 ‰ of the assignment fee for the state-owned construction land use right paid by the Assignee, and the land use period shall be calculated from the discountingdate when the land is actually delivered. Where the Assignor delays to deliver the land for over 60 days and fails to deliver the land even upon being urged by the Assignee, auctioning or selling off the Assignee shall be entitled to cancel the Contract, and the Assignor shall return doubled deposit paid by the Assignee and shall return the rest of the paid-up assignment fee for the state-owned construction land use right; in addition, the Assignee may request the Breaching Party Assignor to assume all losses caused compensate for damages incurred thereby. The exercise of . Article 38 Where the aforesaid remedial rights by Assignor fails to deliver the Aggrieved Parties shall land as scheduled, or delivers the land in conditions not prevent them from exercise of other remedial rights as agreed herein or change the land use conditions unilaterally, the Assignee has the right to require the Assignor to perform the contractual obligations pursuant to the provisions of this Agreement conditions stipulated and compensate for the lawsdirect loss incurred to the Assignee due to such delayed performance. The land use period shall be calculated from the date when the land meets the agreed conditions. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates this Agreement immediately and request the Breaching Party to provide the damages. If Party A is the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damages, and unless otherwise provided by the laws, Party B or Party C shall not in any event have any right to terminate or cancel this Agreement.

Liability for Breach. 5.1 Except as otherwise provided herein, if No person shall be liable for a party (hereinafter breach of a covenant contained in this Deed after that person has irrevocably parted with all their interest in the “Breaching Party”) fails to perform an obligation hereunder Site or violates this Agreement in other manner, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope part of the Site in respect of which such breach occurs but without prejudice to any subsisting breach of covenant prior to parting with such interest This Deed shall determine and requesting the Breaching Party cease to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); have any further effect if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation Permission is revoked or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights modified by the Aggrieved Parties shall not prevent them from exercise of other remedial rights Council pursuant to the Planning Act or by any Court without the written consent of the Owner or if the Permission expires before the Commencement of Development Any Commencement Notice required under clause 5.1.2 shall be in the form attached to this Deed at Annex 1 and shall be deemed to be served if sent electronically to the address provided on the Commencement Notice or if delivered personally or sent by pre-paid first class recorded delivery or registered post to the address of the Council provided on the Commencement Notice Any other notice consent or approval to be given under this Deed shall be in writing and shall be deemed to be served if delivered personally or sent by pre-paid first class recorded delivery or registered post to the address of the relevant party as described in clause 1 or such other address as shall have been notified in writing to the party giving the notice consent or approval and in the case of a notice to be served on the Council addressed to the Head of Planning quoting reference MC/……………… Where any approval consent direction action or authority is required to be given by any of the parties hereto such approval consent direction action or authority shall not be unreasonably delayed or withheld and shall only be effective if given for the purposes of this Deed If any provision in this Deed shall be held to be invalid illegal or unenforceable the validity legality and enforceability of the remaining provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates this Agreement immediately and request the Breaching Party to provide the damages. If Party A is the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damages, and unless otherwise provided by the laws, Party B or Party C Deed shall not in any way be deemed thereby to be affected or impaired No waiver (whether express or implied) by the Council of any breach or default by another party in performing or observing any of the terms and conditions of this Deed shall constitute a continuing waiver and no such waiver shall prevent the Council from enforcing any of the said terms or conditions which they are entitled to enforce or from acting upon any subsequent breach or default in respect thereto by that party This Deed is a Local Land Charge and shall be registered as such by the Council Any dispute between the parties under the terms of this Deed may be referred to an expert under the Disputes Resolution Procedure The decision of any expert appointed under the Disputes Resolution Procedure shall be final and binding on all of the parties to the dispute except in the case of manifest error Payments required to be made under the terms of this Deed shall for the purposes of this clause be deemed to fall due and to be payable on the date specified for payment in the relevant clause or if no date is specified in the relevant clause then such payment shall fall due 21 days after the occurrence of the relevant Trigger Date (in either case the "Due Date") In the event have of any right delay in making the payment required under this Deed interest shall be payable on the amount payable at the rate of four percent above the National Westminster Bank plc base lending rate from time to terminate or cancel time in force from the date that the relevant payment falls due to the date of actual payment Any sums which become payable under this Agreement.Deed on a date more than twelve months after the date of this Deed by the Owner to the Council other than the Council’s Costs and the Monitoring Officer Costs shall be subject to Indexation Where a sum is subject to Indexation the actual sum due to the Council (“the Indexed Sum”) shall be calculated in accordance with the formula except where the Inflation Index at the Due Date is less than the Inflation Index at the Base Date when the sum in question shall not be subject to Indexation: Where:

Liability for Breach. 5.1 Except as otherwise provided herein, if a party (hereinafter the “Breaching Party”I) fails to perform an Party B’s violation of any obligation hereunder or violates this Agreement in other manner, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Periodterm hereof shall be regarded as a serious violation of labor discipline and company rules and regulations, the Aggrieved Parties and Party A shall have the right to request immediately terminate the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation labor relationship with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B without giving any economic compensation and recover losses from Party B; (II) If Party B violates any of his/her obligations hereunder after the rescission or Party C is the Breaching Partytermination hereof, Party A shall have the right to unilaterally terminates this Agreement immediately request Party B to make timely, full and request the Breaching Party to provide the damages. complete compensation; (III) If Party B violates the non-competition obligation hereunder within two years after the rescission or termination hereof, Party A is shall have the Breaching Partyright to immediately rescind this Contract, stop paying the aforementioned economic compensation and recover losses from Party B. If Party B violates the non-competition obligation, he/she shall pay Party A liquidated damages equal to ten times the total amount of economic compensation payable by Party A to Party B during the non-competition period under this Contract. However, if all economic and business losses suffered by Party A and its affiliated enterprises due to Party B’s breach are more than the aforesaid liquidated damages, Party B or shall also pay timely, full and complete compensation for the difference. If it is difficult to calculate the losses of Party C A and its affiliated enterprises, the amount of damages shall waive be based on the benefits obtained by Party A’s obligation B due to provide damages, and unless otherwise provided by his/her conduct. If the lawsact of Party B constitutes a crime, Party A shall transfer the case to the judicial organ for investigation of criminal responsibility; (IV) Party B or shall also bear reasonable expenses paid by Party C shall A for stopping and investigating the breach, including but not in any event have any right limited to terminate or cancel this Agreementinvestigation and evidence collection fees, evaluation fees, lawyer’s fees, litigation costs, etc.

Liability for Breach. 5.1 Except I. After the validation of the Contract, the Borrower and the Lender shall fulfill obligations hereunder. If either party fails to fulfill any obligation hereunder in whole or in part, the said party shall bear corresponding liability for breach of the Contract. II. In case of the Borrower failing to use the loan according to the purpose as otherwise provided agreed herein, if a party (hereinafter pay the “Breaching Party”) fails to perform an obligation hereunder loan fund in the manner as agreed herein or violates this Agreement in abide by the matters as stated and committed, or information distortion of its document on the application for loan, breakthrough of the stipulated financial indicators, major cross default events and other mannernon-performance of any clause hereof, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties Lender shall have the right to request take one or more of the Breaching Party following measures: (I) requiring the correction of the breach within a prescribed time limit; (II) stopping issuing loans that have not been issued hereunder, and stopping paying the unpaid loan funds hereunder; (III) requiring the Borrower to assume all liabilities caused supplement the provision of conditions for loan release and payment which meet the requirements of the Lender, or to cancel the use of the loan by its breach and compensate the Aggrieved Parties for all actual economic losses caused Borrower in a manner of “payment by the Borrower itself”; (IV) unilaterally decide to the Aggrieved Parties acceleration of maturity of all or part of the debts; (V) unilaterally terminating or dissolve the Contract, and requiring the Borrower to pay off the due or undue loan principal and interest and pay or compensate for the relevant losses; (VI) requiring the Borrower to pay the overdue interest penalty in case of overdue loan; requiring the Borrower to pay the interest penalty for misappropriation in case that the Borrower misappropriates the loan; requiring the Borrower to pay the compound interest on the unpaid interest; (VII) requiring the Borrower to add or replace the Guarantor, collateral, pledge/mortgage right; (VIII) implementing or realizing rights under any guarantee related to the loan; (IX) deducting the payment directly from any account opened by the Borrower in the Lender’s office, all branches of Industrial Bank and subsidiaries, without going through judicial proceedings, or entrusting the Borrower’s bank opening the account to deduct the payment from its breachaccount, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, the loan principal and furthermoreinterest (including interest penalty and compound interest), the Aggrieved Parties shall also have relevant expenses hereunder; in case that the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement currency of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed money in the Equity Pledge Agreement, and have priority in compensation with the proceeds account is different from the discountingloan currency, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A Lender shall have the right to unilaterally terminates this Agreement immediately convert the it into the loan currency at the middle price announced by the Lender on the day of the deduction, in order to pay off the loan principal and request interest; (X) filing a lawsuit or arbitration to require the Breaching Party Borrower to pay off the loan principal and interest, with the expenses incurred by the creditor to realize its creditor’s rights to be borne by the Borrower; (XI) The Lender has the right to detain or retain any movable or immovable property, tangible property or intangible property of the Borrower under the control and possession of the Lender or to take other measures deemed appropriate by the Lender; (XII) Other measures prescribed by laws and regulations or as agreed herein or as deemed appropriate by the Lender. III. Subject to the preconditions for withdrawal and conditions for payment of loan funds as agreed herein, if the Lender fails to provide the damagesloan according to the agreed date and amount, causing the loss to the Borrower, it shall compensate the Borrower for the direct economic loss arising thereby. If Party A is However, the Breaching PartyLender shall not be liable for compensating any foreseeable or unforeseen indirect losses of the Borrower arising therefrom. IV. During the performance of the Contract, Party B or Party C shall waive Party A’s obligation to provide damages, and unless otherwise if the materials provided by the lawsBorrower are untrue, Party B inaccurate, and incomplete or Party C have other defects, causing the wrong payment by the Lender upon authorization, late payment, the Borrower’s handling of the independent payment in violation of the Contract or other losses, the Lender shall not in assume any event liability. V. The Lender shall not bear any liability for the disputes over the loan release or payment or other losses, due to the freeze of the account for granting the loan or the account of payment object as agreed herein, or for other reasons. VI. Where the Guarantor (i.e. Guarantor, Mortgagor or Pledgor) hereunder falls into any one of the following circumstances, the Lender shall have any the right to terminate take measures as agreed in Paragraph 2 of this article: (I) Where the Guarantor fails to perform the agreement under the guarantee contract, or cancel this Agreement.the credit status deteriorates, or the event that other guarantee ability is weakened occurs; (II) Where the Mortgagor fails to perform the mortgage contract, or intentionally damages the collateral, or the value of the collateral may be or have been significantly reduced, or other events damaging the Lender’s mortgage right occur; (III) Where the Pledgor fails to perform the pledge contract, or the value of the collateral has been or may be significantly reduced, or the right to pledge must be cashed before the loan is paid off, or other events damaging the pledge of the Lender occur;

Liability for Breach. ​ 5.1 Except as Unless otherwise provided hereinspecified elsewhere in this Agreement, if a party any Party (hereinafter the “Breaching Party”) fails to perform an obligation its obligations hereunder or violates otherwise breaches this Agreement in Agreement, each other manner, the other parties Party (hereinafter the “Aggrieved PartiesNon-Breaching Party”) may may: (a) send a written notice to the Breaching Party indicating Party, stating the nature and scope of the breach and requesting requiring the Breaching Party to remedy the breach at its own cost expense within the a reasonable period provided specified in the notice (hereinafter the “Remedy Period”); if . If the Breaching Party fails to remedy it during the breach within the Remedy Period, the Aggrieved Parties Non-Breaching Party shall have the right to request require the Breaching Party to assume bear all liabilities caused by arising from its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by Non-Breaching Party due to its breach, including but not limited to lawyer’s attorney's fees, litigation or arbitration fees costs arising from any litigation or arbitration proceedings relating procedures related to such breach, and furthermore. In addition, the Aggrieved Parties Non-Breaching Party shall also have the right to request require the Breaching Party to enforce this Agreement and request the competent arbitral Agreement, or apply to relevant arbitration institution or court to order the specific performance and/or enforcement of the terms agreed hereinprovisions hereof; (b) terminate this Agreement, Agreement and request require the Breaching Party to assume bear all liabilities caused by arising from its breach and make full compensation for damages due to its breach, and provide all damages; or (c) discountconvert the pledged equity into money, or auction or sell off the pledged equity interests as agreed in according to the provisions of the Equity Interest Pledge Agreement, and have priority in compensation with the proceeds take precedence over others to be compensated from the discountingprice of the conversion, auctioning auction or selling off sale, and request require the Breaching Party to assume bear all losses caused thereby. The Non-Breaching Party's exercise of the aforesaid remedial rights by the Aggrieved Parties said relief shall not prevent them from affect its exercise of any other remedial rights pursuant to relief in accordance with the provisions of this Agreement and the laws.. ​ 5.2 Each of the Parties Party agrees and acknowledges that except as compulsorily provided by the PRC Lawsthat, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates terminate this Agreement immediately and request require the Breaching Party to provide the damages. If make full compensation for damages unless otherwise stipulated by Chinese Laws; if Party A is the Breaching Party, Party B or and Party C shall waive exempt Party A’s A from the obligation to provide of compensation for damages, and unless otherwise provided by the laws, under no circumstance shall Party B or and Party C shall not in any event have any the right to terminate or cancel rescind this Agreement.Agreement unless otherwise stipulated by law. ​

Liability for Breach. 5.1 Except as ​ 7.1 Unless otherwise provided hereinspecified elsewhere in this Agreement, if a party either Party (hereinafter the “Breaching Party”) fails to perform an obligation its obligations hereunder or violates otherwise breaches this Agreement in other mannerAgreement, the other parties Party (hereinafter the “Aggrieved PartiesNon-Breaching Party”) may may: (a) send a written notice to the Breaching Party indicating Party, stating the nature and scope of the breach and requesting requiring the Breaching Party to remedy the breach at its own cost expense within the a reasonable period provided specified in the notice (hereinafter the “Remedy Period”); if . If the Breaching Party fails to remedy it during the breach within the Remedy Period, the Aggrieved Parties Non-Breaching Party shall have the right to request require the Breaching Party to assume bear all liabilities caused by arising from its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by Non-Breaching Party due to its breach, including but not limited to lawyer’s attorney's fees, litigation or arbitration fees costs arising from any litigation or arbitration proceedings relating procedures related to such breach, and furthermore. In addition, the Aggrieved Parties Non-Breaching Party shall also have the right to request require the Breaching Party to enforce this Agreement and request the competent arbitral Agreement, or apply to relevant arbitration institution or court to order the specific performance and/or enforcement of the terms agreed hereinprovisions hereof; (b) terminate this Agreement, Agreement and request require the Breaching Party to assume bear all liabilities caused by arising from its breach and make full compensation for damages due to its breach, and provide all damages; or (c) discountconvert the pledged equity into money, or auction or sell off the pledged equity interests as agreed in according to the provisions of the Equity Interest Pledge Agreement​ Agreement concluded by both Parties and the existing shareholder of Party B on [Execution Date] and take precedence over others to be compensated from the price of the conversion, auction or sale, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request require the Breaching Party to assume bear all losses caused thereby. The Non-Breaching Party's exercise of the aforesaid remedial rights by the Aggrieved Parties said relief shall not prevent them from affect its exercise of any other remedial rights pursuant to relief in accordance with the provisions of this Agreement and the laws.. ​ 5.2 Each of the 7.2 Both Parties agrees agree and acknowledges that except as compulsorily provided by the PRC Lawsacknowledge that, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates terminate this Agreement immediately and request require the Breaching Party to provide the damages. If Party A is the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damages, and make full compensation for damages unless otherwise provided stipulated by the Chinese laws, Party B or Party C shall not in any event have any right to terminate or cancel this Agreement.. ​

Liability for Breach. 5.1 Except as otherwise provided herein, if a party (hereinafter the “Breaching Party”) 1. In case Party A fails to perform an obligation hereunder or violates this Agreement in other mannerhis obligations under Article V hereof, that is, Party A fails to notify the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Third Party indicating the nature and scope of the breach and requesting transfer of the Breaching Party to remedy at its own cost within receivables or the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Third Party fails to remedy it during the Remedy Periodreceive such notice, the Aggrieved Parties shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement transfer of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties receivables shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws. 5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Partytake effect. In such cases, Party A shall have repay the right Transfer Price he has received under Article III hereof to unilaterally terminates Party B and shall pay Party B a penalty at the rate of ten thousandths per diem calculated from the day next to the Date of Buyback or the advanced Date of Buyback proclaimed by Party B to the date on which Party A has actually repaid the Transfer Price. Party B shall not return the Transfer Discount received from Party A under Article III hereof. 2. In case Party A fails to perform his obligations for guaranty under 1, 2 of Article VIII hereof causing this Agreement immediately and request the Breaching Party to provide the damages. If be invalid, Party A is shall repay the Breaching Transfer Price to Party B in accordance with Article III hereof and shall pay a penalty to Party B as compensation for damage at the rate of then thousandths per diem calculated from from the day next to the Date of Buyback or the advanced Date of Buyback proclaimed by Party B to the date on which Party A has actually repaid the Transfer Price. Party B shall not return the Transfer Discount received from Party A under Article III hereof. 3. In case Party A fails to perform his obligations for guaranty under 3, 4 of Article VIII hereof and amends the Sales Contract with the Third Party or Party A fails to perform his obligations under the Sales Contract causing the Third Party’s failure to perform, or refusal to perform or incomplete performance of his obligations to pay the receivables to Party A, Party A shall bear the liability to buy back the part in connection with the Third Party failure to perform, or refusal to perform or incomplete performance of his obligations and shall pay Party B the amount of buyback in full on the day next to the Date of Buyback or the advanced Date of Buyback proclaimed by Party B. For any delay of the payment, Party B shall be entitled to receive a penalty from Party A at the rate of ten thousandths per diem until Party A has actually bought back. 4. In case Party A fails to perform his obligations for guaranty under 5 of Article VIII hereof causing Party A unable to receive the payment in full on the Date of Buyback, Party A shall bear the liability to buyback the part on which the Third Party fails to pay and shall pay Party B the amount of buyback in full on the day next to the Date of Buyback or the advanced Date of Buyback proclaimed by Party C B. For any delay of the payment, Party B shall waive be entitled to receive a penalty from Party A at the rate of ten thousandths per diem until Party A has actually bought back. 5. In case Party A fails to perform his obligations to buy back within the time limit specified in 2 of Article IX, Party A shall continue to bear his obligations to buy back and shall pay Party B a penalty calculated at ten thousandths per diem from the day next to the date of expiration of performance time limit stipulated in 2 of Article IX until Party A has actually bought back. 6. Party A hereby irrevocably authorizes Party B to deduct the payment described in this paragraph and all foregoing paragraphs directly from any of Party A’s obligation to provide damages, and unless otherwise provided by account opened at the laws, Party B or Party C shall not in any event have any right to terminate or cancel this AgreementBank of Communications.