All data and materials that your company/you provided are authentic, complete, lawful and effective, free from any false record, misleading representation or material omission.

Your company/you have carefully read all terms and conditions of this Contract, especially those highlighted with bold front, and fully understood the meanings and legal implications thereof.

Before the Contract is signed, your company/you have the right to propose changes to the Contract. After the Contract comes into effect, your company/you must exercise rights and initiatively perform obligations as agreed in the Contract.

For the purpose of protecting your company’s/your interest, your company/you must notify the Bank in writing within 10 days of any changes to, inter alia, domicile, contact address, telephone, business scope, legal representative, etc.

If your company/you have any doubts regarding this Contract and relevant matters, please consult the Bank.

Loan Amount: Renminbi Twenty-nine Million, Nine Hundred and Eighty Thousand

Loan Term: Six months

The loan term is calculated as follows:

The term of the loan shall commence on the date when the loan is actually released (hereinafter, the “Release Date”); and the Release Date and Due Date of the loan shall be subject to the certificate of indebtedness (IOU).

Lending Rate

The lending rate of the Contract shall be determined in accordance with the following standards, except that the lending rate of the first funding shall be subject to facts recorded in the IOU. (Please mark the selected option with "[X]")

Intended Use of the Loan

The underlying loan shall be used for the (i) purpose:

Working capital;

To use the underlying loan to repay the existing loan (i.e. transfer loan)/reorganization. In particular, the underlying loan shall be applied toward the repayment of credit extension under [insert name of the loan contract] numbered Shen Fa ____Zi No._____

[Insert other purpose]

Party B may request Party A to release the loan under the Contract provided that the conditions set in the "a" Item are met:

The Contract has come into effect.

The Contract has come into effect and the relevant guaranty contract has been signed and necessary formalities such as registration or record filing and notarization have been completed.

_____________________________________________

Payment of Loan proceeds

Payment Method

The Parties agree that the loan proceeds shall be paid in the following manner. (Please mark the selected option with "[X]")

Management of Payments

If entrusted payment is adopted, Party B may request Party A to pay the loan proceeds provided that the following payment conditions are met:

Party B submits the payment request and the business contract and/or other supporting documents in accordance with Party A's requirements, and the counterparty to the transaction, payment amount,etc listed in the payment request are consistent with those set out in the supporting documents;

The intended purpose of loan proceeds as set out in the payment request is consistent with the agreements in the Contract;

Party B has authorized Party A to pay the loan proceeds to a specific counterparty;

_____________________________________________.

If proprietary payment is adopted, Party B shall provide a summary report of loan proceeds payments to Party A each week/month/year, etc, and shall provide information of counterparty to the transaction, payment amount, etc as well as the relevant business contract and/or other supporting documents as requested by Party A.

Party B may not apply the loan proceeds toward investments in fixed assets, equity or otherwise, or use them in productions, operations or any other purposes which are banned by the PRC.

Changes to Payment Methods and Triggers of Changes

In case where proprietary payment is adopted, Party B fails to provide summary reports of loan proceeds payments to Party A on a periodical basis as agreed, or refuse to provide assistances to Party A in account analysis, voucher inspection or on-site investigation or otherwise, the purpose of which are to check whether the loan proceeds are funded for the agreed purposes;

Party B, in breach of the Contract, circumvents entrusted payment of Party A by breaking up the whole into parts;

The credit standing of Party B deteriorates or the profitability of its primary business is underperforming;

The loan proceeds are applied in an abnormal way;

_____________________________________________.

Upon mutual consultation, Party B agrees to open the following account with Party A and accept supervision of Party A with respect to the same:

Upon request of Party A, Party B agrees to open with Party A an account dedicated for release of loan proceeds in the name of Guangdong Jinhao Motorcycle Co., Ltd. The account No. is 11008873930306. The release and withdrawal of loan proceeds shall be processed through the account. Party A shall have the right of dynamic monitoring over the account and upon discovery of any abnormalcy, shall have the right to take measures, including without limitation, freezing the account and suspending payment.

Upon Party A's request, Party B agrees to open with Party A an account dedicated for capital returns.(Please mark the selected option with "[X]")

Before the loan under the Contract is repaid in full, the financial indicators of Party B shall complied with the following agreed conditions: _____________________________________________.

Interest of the loan shall be accrued from the Release Date based on actual release amount and actual term of loan. Interest shall be settled in the manner set out in (i) :

The interest shall be settled quarterly on the 20^th of the last month of each quarter;

The interest shall be settled annually on the 20^th of December of the year.

Before each interest settlement date, Party B shall deposit the payable interest into the account opened with Shenzhen Development Bank for debiting payments, from where Party A may directly debit the interest payments. If Party B fails to pay the interest as scheduled, Party A shall have the right to accrue compound interest on the due interest.

Referred to the court at the place of Party A for litigation.

Referred to the arbitration commission at__________for arbitration.

_____________________________________________.

Party B shall repay all the principal and interest of the loan on and before the expiry date thereof; Party B shall give a one month notice to Party A and discuss with Party A regarding the repayment arrangements if it is difficult to make repayment as scheduled.

Any earlier repayment of Party B shall be applied with Party A in advance and subject to mutual agreement.

Party B hereby irrevocably authorizes Party A to debit all principal and interest of the loan that are due and payable, either as scheduled or ahead of schedule, from the account that Party B opens with Shenzhen Development Bank.

Withdraw and apply all loan proceeds in accordance with the Contract;

Refuse any additional conditions that are not set out in the Contract; and

Assign indebtedness to any third parties with written consent of Party A.

Truthfully provide documents and materials, information of all bank accounts and savings and loan balance as requested by Party A, and assist Party A in investigation, examination and check;

Provide Party A with the monthly financial statements and latest changes of registration in a timely manner;

Accept supervision and check of Party A over its application of loan proceeds as well as production, operating and financial activities, assist Party A in management of loan payments, after-funding management and relevant checks;

Apply the loan proceeds toward purposes agreed in this Contract;

Repay principal and interest of the loan in full amount in a time manner as agreed in this Contract;

Obtain the written consent of Party A before assigning the indebtedness hereunder either in part of in entirety to any third parties;

Obtain the written consent of Party A and take safeguards to ensure the safe payment or repayment of principal and interests of the underlying loan and all other relevant costs in the event that Party B conducts significant property right transfer, system change, merger/consolidation, division, equity transfer, significant asset transfer, financing activities that materially increase the overall indebtedness, investment in other entities and any other acts that are sufficient to impact rights and interests of Party A; and

Inform Party A in a timely manner in the event that any significantly unfavorable matters that may affect the solvency occur to Party B.

A "group client" shall mean an enterprise or institution client with legal person status which:

Controls or is controlled by, directly or indirectly, another enterprise or institution with legal person status through equity holding or operation;

Is under common control of a third party enterprise or institution with legal person status;

Is directly under common control of or indirectly controlled by the major personal investor and/or any key senior executive or any family member who is in close relationship (by "close relationship", it shall mean immediate family member within three generations and collateral kinship within two generations )with the same; or

Shall be treated as group client in respect of credit extension management because it may be possible that assets and profit are not transferred at fair value price owing to other association relationship.

If Party B is a group client, it shall provide a written report to Party A within 10 days after any related transaction the value of which accounts for over 10% of the net asset value of Party B occurs, which report shall contain descriptions of the association relationship of the trading parties, subject matter and nature of the transaction, transaction amount or relevant percentages and the pricing policy (including transactions which involve no amounts or symbolically minor amounts).

Request Party B to provide documents and materials related to the loan;

Request Party B to repay and pay principal and interest of the loan as scheduled;

Be informed of Party B's production, operating and financial activities as well as the plans of operation and repayment, and be entitled to after-funding management and relevant checks on Party B;

Supervise over Party B to ensure that it applies the loan proceeds toward intended purposes under the Contract, conduct management of loan payment over Party B, and in the case of proprietary payment, has the right to require periodical summary reports of loan proceeds payments from Party B and may check whether loan proceeds are paid and applied for agreed purposes through account analysis, voucher inspection or on-site investigation, etc.

Directly debit the the principle and interest of the loan from Party B's account;

Require earlier repayment of loan from Party B or stop release of the part of loan proceeds which Party B has not used if Party B fails to perform obligations under this Contract;

Recover the loan ahead of schedule according to the capital returns of Party B;

Request Party B to pay and repay all the principal and interests of the underlying loan and all other relevant costs, or assign the indebtedness hereunder to assignee acceptable to Party A, or request Party B to provide guaranty measures acceptable to Party A in the event that Party B conducts significant property right transfer, system change, merger/consolidation, division, equity transfer, significant asset transfer, financing activities that materially increase the overall indebtedness, investment in other entities and any other acts that are sufficient to impact rights and interests of Party A;

Transfer, at its sole discretion, rights and obligations hereunder to third parties. In the case of such transfer, Party B shall be deemed given consent to the transfer;

Participate in financing of large amount, sales of significant assets, merger and acquisition, division, reformation into stock company, bankruptcy or liquidation proceedings, if any, of Party B, so as to protect the creditor's rights of Party A.

Release the loan proceeds in accordance with the conditions set out in this Contract; and

Keep financial, production and operation information of Party B confidential, unless otherwise required by laws, regulations or regulatory bodies.

All costs arising from credit standing investigation, examinations or checks, notarization, testimony, registration and otherwise in connection with this Contract shall be solely borne by Party B;

In the event that Party B fails to repay principal and interest of the loan when the same fall due, Party B shall bear and/or indemnify Party A against all costs necessary for calling the principal and interest, including without limitation, cost of releasing public announcement, cost for service of documents, appraisal cost, attorney fees, litigation cost, travelling expense, evaluation cost, auction cost, property preservation cost, and enforcement cost.

Events of Default

Under any one of the following circumstances, an event of default shall be deemed having occurred:

Any relevant certification or document provided by or any representation, guarantee or undertaking made by Party B to Party A is not authentic, accurate or complete or contains false record, misleading representation or material omission;

Party B conceals the truth of significant circumstance, or fails to cooperate in Party A's investigation, examination and check;

Party B changes the intended purposes of the loan proceeds without consent, misappropriates the loan or uses the loan proceeds for illegal or non-compliant transactions;

Party B breaches the stipulations of this Contract on payment of loan proceeds;

Party B surmounts the financial indicators agreed in this Contract;

Party B fails to use foreign currency loan in accordance with the relevant administrative provisions of the PRC;

Any considerable change occurs to the preservation or custody and value of the mortgaged (pledged) properties;

Party B breaches any other similar contracts (including without limitation, credit extension contracts, loan contracts and guaranty contracts) signed with Party A or any third party or any securities of debt nature issued by Party B, or becomes involved into litigation or arbitration proceedings for any dispute arising from such contracts or securities;

The guarantor of Party B breaches the agreements in the guaranty contract (the guaranty contract can be in any such forms, including without limitation, contract of guarantee, mortgage or pledge) or incurs event of breach under the guaranty contract, or the contract has not come into effect, become invalid or revoked;

Party B is negligent in managing creditor's rights or exercising recourse when the same fall due, or has any act of malicious property transfer or evading indebtedness by disposing of major properties thereof for no considerations or unreasonably low price or with any other improper means;

Party B cheats fund or credit extension from Party A or any other banks with false contracts and arrangements with any third parties (including without limitation, related parties of Party B), which false contracts and arrangements include but are not limited to receivable notes not being backed by true deals, and discount on credits rights in any other forms or pledges, etc;

Party B intentionally evades or invalidates creditor's rights of the Bank by related transaction or otherwise;

Party B suffers financial crisis, e.g., the operation thereof is faced with significant problem, the financial status thereof deteriorates seriously, or significant financial or asset losses (including without limitation, asset losses arising from providing guaranty to third parties) occur;

Party B, owing to illegal or non-compliant operations, has been subject to administrative punishment or criminal sanction or is being investigated by relevant departments and may be possibly subject to administrative punishment or criminal sanction;

Party B is to undergo or subject to division, merger/consolidation, significant merger and acquisition, acquisition and reorganization, disposal of major assets, capital decrease, liquidation, restructuring or revocation, or is dissolved, being declared bankrupt or otherwise;

The controlling shareholder or actual controller of Party B is changed, which in the opinion of Party A, has endangered or may endanger the realization of creditor's rights hereunder; or any significant events occur to the controlling shareholder or actual controller, or legal representative or any senior executives of Party B, which events including without limitation, having been subject to administrative punishment or criminal sanction owing to illegal or non-compliant operations or is being investigated by relevant departments and may possibly be imposed with administrative punishment or criminal sanction, being involved in litigation or arbitration case, serious deterioration of financial conditions, or declaring or being adjudicated bankruptcy or dissolution;

Any unfavorable change occurs to the sector that Party B engages in, which in the opinion of Party A, has endangered or may endanger the realization of creditor's rights hereunder;

Party B fails to handle settlement, savings or other related businesses with Party B in accordance with the agreements of the Parties; and

Other circumstances related to Party B which have endangered or may endanger the realization of creditor's rights hereunder.

Liability for Breach

Claim acceleration of loan maturity to recover ahead of schedule part or all of the released principal and interest thereon of the loan and request payment of relevant costs, including without limitation, costs arising from credit standing investigation, examination and notarization in connection with this Contract, as well as the attorney fees, litigation cost, arbitration cost, travelling expense, announcement cost, costs for service of documents, enforcement costs and any other costs incurred by Party A in connection with realization of the creditor's rights;

Stop or terminate the release or payment of any monies hereunder that have not been released or paid;

Debit principal, interest and costs of the loan directly from the account of Party B or the guarantor;

Request Party B to furnish, against the creditor's rights hereunder, new guaranty satisfactory to Party A;

Exercise rights in connection with the guaranty, requiring the guarantor to perform guaranty duties or realizing the creditor's rights by disposing of the mortgaged and/or pledged properties;

Accrue, as from the due date and for the actual number of days of delay payment, interest on the principal of the due loan based on the lending rate set out herein plus 50% penalty interest rate, and accrue compound interest on the interest which fails to be paid as scheduled based on the penalty interest rate, in the event that Party B fails to repay principal and interest of the loan as agreed when the loan falls due as scheduled or ahead of schedule;

Where the repayment of the loan is delayed for not more than 90 days (inclusive), the money repaid from Party B shall be applied in the following order: (i) interests (including penalty interest and compound interest), and (ii) principal. Where the repayment of the loan is delayed for over 90 days, the the money repaid from Party B shall be applied in the following order: (i)principal; and (ii) interests (including penalty interest and compound interest).

In the case where Party B misappropriates the loan proceeds, Party A shall have the right to accrue, as from the misappropriation date and for the actual number of misuse, interest on the part of proceeds which is used against agreements based on the lending rate set out herein plus 100% penalty interest rate, and accrue compound interest on the interest which fails to be paid as scheduled based on the penalty interest rate;

Claim subrogation right against debtors of Party B, in which case Party B should provide all necessary cooperation and assistance as per Party A's request and solely bear all costs incurred by Party A in exercising the subrogation right;

Request the court to revoke such acts of Party B as waiving creditor's rights which fall due, property transfer for no considerations, or property transfer at conspicuously unreasonable low price. In this case, Party B should provide all necessary cooperation and assistance as per Party A's requirements and solely bear all costs incurred by Party A in connection therewith; and

Other remedies vested in Party A by laws or agreements of the Parties.

Party B is a company legally incorporated in its incorporation jurisdiction and has effective existence, good standing and all corporate rights, government permits and approvals to engage in the businesses that it practices for the time being;

Party B has all legal authority, rights and authorization to sign, deliver and perform this Contract. This Contract constitutes an agreement effective and binding on Party B, and may be enforced against Party B in accordance with the terms and conditions set forth herein;

Party B guarantees that all materials provided to Party A are authentic, complete, legitimate and effective, free or any false record, misleading representation or material omission;

Party B hereby undertakes that it will fully perform all obligations hereunder with good faith, and refrain from any acts or omissions (including omission of any acts required to be done, or doing any impermissible acts) which may endanger the realization of creditor's rights hereunder without prior written consent of Party A;

Party B hereby undertakes that it will notify Party A in writing within ten days after any changes to the domicile, contract address, telephone, business scope, legal representative, etc. If Party B fails to perform the said notification obligation, any notices and documents from Party A shall be deemed duly served when they are delivered to the original contract address; and

Party B hereby acknowledges that it has carefully read and thus is fully aware of and understand all terms and contents of this Contract, and that it signs the Contract at its true will.

Any tolerance or grace given by Party A to any breach or delay of Party B or any delay of Party A in exercising the rights hereunder during the term of the Contract shall not prejudice, affect or restrict any rights invested in Party A by this Contract and relevant laws, or be deemed as Party A's consent or connivance of any acts destructive to the Contract, or deemed as Party A's waiver of actions against existing or future breaches of Party B.

In the event that this Contract, either in part or in entirety, becomes legally invalid for any reason whatsoever, Party B shall nevertheless perform all repayment duties hereunder, and Party A has the right to terminate the Contract and immediately thereupon be entitled to recourse against Party B for all principal and interest of the underlying loan and all other relevant monies.

All notices and requests of Party A and Party B in connection with this Contract shall be in written form.

In the event that any date stipulated by this Contract or the last day of any stipulated period happens to be a statutory holiday, the date shall be postponed to the first workday after the statutory holiday (period).

Effectiveness conditions of the Contract: this Contract shall become effective immediately after being signed by the Parties (the authorized signatories should personally sign or stamp the Contract and affixed it with official seals).

Termination conditions of the Contract: this Contract shall terminate immediately after Party B repays all principal and interest of the underlying loan and all other costs.