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Strategic Investor Placing Agreement


Party A: _________

Place of residence: _________

Legal representative: _________

Party B: _________

Place of residence: _________

Legal representative: _________

Party C: _________

Place of residence: _________

Legal representative: _________

According to the "Notice on Further Improving the Ways of Issuing Stocks" issued by the China Securities Regulatory Commission, the "Notice on Issues Concerning the Placing of Stocks by Legal Persons" and the "Guidelines on the Issuance of Legal Persons"; Party A will issue additional RMB ordinary shares and go public in order to apply for public offering. In order to promote the development prospects of the company after the public offering of Party A, and the use efficiency of the raised funds, the cooperation between the two parties will be strengthened. After full consultation, the two sides reached the following agreement on the principle of voluntariness, equality and mutual benefit:

I. Party A’s obligations

1. In case of approval by the China Securities Regulatory Commission, Party A shall determine Party B as a strategic investor in Party A's _________ annual issuance of a share;

2. Party A shall place shares in Party B at the Placing Price of the Announcement.

3. Party A promises that there will be no circumstances or facts affecting the placing of Party A to Party B in this legal and factual manner;

Second, Party B’s obligations

1. Continue to conduct business cooperation with Party A, and preferentially order Party A's products under the same conditions or provide preferential tariffs for the raw materials and products delivered by Party A;

2. Assist Party A to obtain production orders for relevant port machinery.

Third, Party C obligations

1. Party C _________ has agreed to determine Party B as a strategic investor for Party A's _________ annual issuance of a share;

2. In view of Party C's _________ annual lead underwriter for the issuance of a share, Party C agrees that Party A and Party B will not be exempted from Party C's underwriting responsibility at the same time as they have reached the intention of investment placement.

3. If Party B fails to perform the placing obligations under this Agreement for other reasons, the shares that it has waived or cannot fulfill the subscription shall be underwritten by Party C.

Fourth, the restrictions on subscription shares

1. Party A shall not have more than two strategic investors;

2. After Party B has obtained the Placing Shares, the shareholding time shall not be less than 6 months.

3. Party A, Party B and Party C promised that the placement will strictly abide by the “Guidelines on the Issuance of Legal Persons” issued by the China Securities Regulatory Commission on August 21, XX.

V. Confidentiality

Party B and Party C undertake to keep confidential the confidentiality of Party A's business secrets obtained during the performance of this Agreement.

Sixth, dispute resolution

All disputes concerning this Agreement and its implementation shall be settled through friendly negotiation.

Seven, the text and the entry into force

For matters not covered by this Agreement, the above parties shall enter into supplementary agreements, which shall have the same legal effect as this Agreement. This Agreement shall enter into force on the signature and seal of the authorized representatives of the parties to the Agreement. This Agreement is in the form of _________ copies, and each party to the Agreement shall hold ______ copies.

person A person B:_________

Legal representative: _________ Legal representative: ______

_________Year ____________________________________________

Place of signing: _________ Signing location: _________

Party C: _________

Legal representative: _________

_________year month day

place of signing:_________

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