UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2024
________________________
(Exact name of registrant as specified in its charter)
________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| 314 Main Street 4th Floor, Suite 100 Cambridge, MA, USA | 02142 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
+86 21 6163 2588
+1 857 706 2604
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| The Stock Exchange of Hong Kong Limited | ||||||||||||||
*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not registered or listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Although Zai Lab Limited (the “Company” or “we”) believes that we have sufficient capital to fund our operations until we reach profitability, we have identified opportunities to access capital through debt facilities with Chinese banks on favorable commercial terms to support our working capital needs in mainland China. Such debt arrangements provide additional capital capacity that gives us enhanced flexibility to execute on our corporate strategic goals.
As described in more detail below, we have entered into certain debt arrangements with the Bank of China, SPD Bank, and Ningbo Bank, as described in more detail below. We may decide to enter into additional debt arrangements later this year.
Bank of China Working Capital Loan Facility
On February 5, 2024, the Company entered into an uncommitted facility letter (the “Facility Letter”) with the Bank of China (Hong Kong) Limited (the “BOC HK”) pursuant to which the BOC HK will provide standby letters of credit for loans of up to $100 million for a term of one year. In accordance with the Facility Letter, the Company has agreed to maintain minimum deposits with BOC HK of $100 million (subject to adjustment to cover any additional outstanding amounts of interest or other fees) and has paid a one-time, non-refundable fee of $700,000 upon entry into the Facility Letter. In connection with any application for or extension of credit pursuant to the Facility Letter, the Company will be required to submit, among other things, a deed of indemnity, charge over deposit(s) and a set-off. The Company is bound by representations and warranties and affirmative and restrictive covenants, including a prohibition on taking certain actions without the prior written consent of the BOC HK that could adversely affect the BOC HK, such as mergers, material changes to the Company’s business, the transfer or mortgage of material assets, or guaranteeing the liabilities of another company.
On February 6, 2024, upon our application, the BOC HK provided us with a standby letter of credit in favor of the Bank of China Pudong Development Zone Branch (the “BOC Pudong Branch”) for $50.0 million which are or may become payable by our wholly-owned subsidiary, Zai Lab (Shanghai) Co., Ltd. (“Zai Lab Shanghai”), and Zai Lab Shanghai subsequently entered into a working capital loan contract (the “Working Capital Loan Agreement”) with the BOC Pudong Branch on February 7, 2024 for a loan of RMB340 million (approximately $47.8 million). The working capital loan is subject to a floating interest rate equal to the latest one-year loan prime rate published by the National Interbank Funding Center as of the business day prior to the actual withdrawal date minus 50 basis points, or approximately 2.95% initially, and is subject to adjustment every six months. Interest is payable quarterly. The proceeds of this loan are required to be used for working capital needs. The loan is subject to penalties to the extent the proceeds are used for a purpose other than stated in the BOC Pudong Branch Working Capital Loan Agreement or are not timely repaid. Each term loan drawn under the BOC Pudong Branch Working Capital Loan Agreement is required to be repaid within one year. The BOC Pudong Branch Working Capital Loan Agreement contains customary representations and warranties and affirmative and restrictive covenants, including a requirement to obtain prior written consent from BOC Pudong Branch before engaging in certain transactions that could have an adverse impact on its debt repayment ability, such as a merger, division, capital reduction, equity transfer, external investment, substantial increase in debt financing, or significant asset transfer, and certain limitations on dispositions of assets and debt guarantees.
The description of the Facility Letter and Working Capital Loan Agreement contained herein is qualified in its entirety by reference to the Facility Letter, a copy of which is attached hereto as Exhibit 10.1, and the Working Capital Loan Agreement, a copy of which is attached hereto as Exhibit 10.2, each of which is incorporated herein by reference.
After the February 7, 2024 working capital loan described above, $50.0 million in standby letters of credit remains available under the Facility Letter, which the Company may decide to utilize later this year.
SPD Bank Working Capital Loan Facility
On February 6, 2024, the Company entered into a maximum-amount guarantee contract (the “Guarantee”) with the Shanghai Pudong Development Bank Co., Ltd. Zhangjiang Hi-Tech Park Sub-branch (the “SPD Bank”) pursuant to which the Company will guarantee working capital loans of up to RMB300 million (approximately $42 million) from SPD Bank to Zai Lab Shanghai over a three-year period. The Company is bound by representations and warranties and affirmative and restrictive covenants, including a prohibition on taking certain actions without the prior written consent of SPD Bank, such as the transfer or mortgage of material assets, significant changes to the Company’s business, or entering into contracts or agreements that have a significant adverse impact on the Company’s ability to perform its obligations under
the Guarantee. Key terms of the specific working capital loans, including amount, term, maturity date, and interest rate, will be included in the specific working capital loan contracts between Zai Lab Shanghai and SPD Bank.
The description of the Guarantee contained herein is qualified in its entirety by reference to the Maximum-Amount Guarantee Contract, a copy of which is attached hereto as Exhibit 10.3, which is incorporated herein by reference.
To date, Zai Lab Shanghai has not entered into any working capital loans with SPD Bank under this debt facility.
Ningbo Bank Working Capital Loan Facility
On February 6, 2024, our wholly-owned subsidiary, Zai Lab (Suzhou) Co., Ltd. (“Zai Lab Suzhou”), entered into a maximum credit contract (the “Maximum Credit Contract”) with Bank of Ningbo Co., Ltd. Suzhou Sub-branch (“Ningbo Bank”). The Ningbo Bank Agreements permit Zai Lab Suzhou to utilize, including through discounting or working capital loan agreements and subject to the terms and conditions in related master agreements, up to RMB230.3 million (approximately $32.4 million), of which the Company is authorized to utilize up to RMB160 million (approximately $22.5 million). Key terms or transaction elements, such as the discount rate for the discounting arrangements and amount, term, maturity date, and interest rate for the working capital loans, will be included in the specific discounting applications or loan notes. The Ningbo Bank Agreements contain customary representations and warranties and affirmative and restrictive covenants. Additionally, Ningbo Bank has the right under the Ningbo Bank Maximum Credit Contract to adjust the maximum credit limit, repayment plan, and other terms based on Zai Lab Suzhou’s credit status and guarantee status, and Ningbo Bank’s financial situation. In connection with the arrangements described in the Ningbo Bank Agreements, Zai Lab Suzhou will pledge interests in certain real property it owns in Suzhou.
The description of the Ningbo Bank agreements contained herein is qualified in its entirety by reference to the Ningbo Bank Maximum Credit Contract, a copy of which is attached hereto as Exhibit 10.4, the Electronic Commercial Draft Discounting Master Agreement, a copy of which is attached hereto as Exhibit 10.5, and the Online Working Capital Loan Master Agreement, a copy of which is attached hereto as Exhibit 10.6, each of which is incorporated herein by reference.
To date, Zai Lab Suzhou has not entered into any discounting arrangements or working capital loans under this Ningbo Bank working capital loan facility.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements relating to our loan arrangements described herein and potential future debt arrangements. All statements, other than statements of historical fact, included in this press release are forward-looking statements, and can be identified by words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “possible,” “potential,” “will,” “would,” and other similar expressions. Such statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees or assurances of future performance. Forward-looking statements are based on our expectations and assumptions as of the date of this press release and are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. We may not actually achieve the plans, carry out the intentions, or meet the expectations or projections disclosed in our forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by forward-looking statements as a result of various important factors, including but not limited to (1) our ability to successfully commercialize and generate revenue from our approved products; (2) our ability to obtain funding for our operations and business initiatives; (3) the results of our clinical and pre-clinical development of our product candidates; (4) the content and timing of decisions made by the relevant regulatory authorities regarding regulatory approvals of our product candidates; (5) risks related to doing business in China; and (6) other factors identified in our most recent annual and quarterly reports and in other reports we have filed with the U.S. Securities and Exchange Commission (SEC). We anticipate that subsequent events and developments will cause our expectations and assumptions to change, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Our SEC filings can be found on our website at www.zailaboratory.com and on the SEC’s website at www.SEC.gov. We do not incorporate the information on or accessible through our website into this report, and you should not consider any information on, or that can be accessed through, our website as part of this report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The disclosure set forth in Item 1.01 above is hereby incorporated by reference into this item.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
10.3+ | ||||||||
| 10.4 | ||||||||
10.5+ | ||||||||
10.6+ | ||||||||
| 104 | The cover page of this report is formatted in Inline XBRL | |||||||
+ Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZAI LAB LIMITED | ||||||||
| By: | /s/ F. Ty Edmondson | |||||||
F. Ty Edmondson | ||||||||
Chief Legal Officer & Corporate Secretary | ||||||||
Date: February 8, 2024 | ||||||||
Exhibit 10.1
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Exhibit 10.2
Working Capital Loan Contract
No.: M112023PK (ZGK) 60
Borrower: Zai Lab (Shanghai) Co., Ltd.
Unified social credit code: 9131000008621843XU
Legal representative/person in charge: Ying Du
Address: 4th Floor, South Building, Building 1, No. 4560 Jinke Road, Pudong New Area, Shanghai Zip Code: 201203
Account opening financial institution and account number: Bank of China Shanghai Zhangjiang Hi-Tech Park Sub-branch 784970025636
Phone: 021-61632588 Fax: /
Lender: Bank of China Limited Shanghai Pudong Development Zone Sub-branch
Legal representative/person in charge: Zhou Leyi
Address: No. 58, Xinjinqiao Road, Pudong New Area, Shanghai Zip Code: 201206
Phone: 021-20512666 Fax: /
The borrower and lender have reached an agreement through equal consultation on the issuance of working capital loans by the lender to the borrower, and hereby enter into this contract.
Article 1 Loan Amount
Loan currency: RMB.
Loan amount: (in words) Three Hundred and Forty Million Yuan;
(in figures) 340,000,000.00.
Article 2 Term of Loan
Term of loan: 12 months, calculated from the actual withdrawal date. If it is an installment withdrawal, it shall be calculated from the first actual withdrawal date.
The borrower shall strictly withdraw funds according to the agreed withdrawal date. If the actual withdrawal date is later than the agreed withdrawal date, the borrower shall still repay according to the repayment date stipulated in this contract.
Article 3 Purpose of Loan
Purpose of loan: Used for purchasing raw materials and other daily business turnover needs.
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Without the written consent of the lender, the borrower shall not change the purpose of the loan, including but not limited to not using the loan for fixed assets, equity and other investments, or for any fields and purposes prohibited by laws, regulations, regulatory provisions, or the state from production and operation, or for refinancing or purchasing other financial products for arbitrage, or for illegally adding implicit local government debts, and other purposes prohibited from using bank loans for investment.
Article 4 Loan Interest Rate and Interest Settlement
1. Loan interest rate
The loan interest rate (annualized interest rate, simple interest for RMB loans, □ simple interest / □ compound interest combination for foreign currency loans (choose one)) shall be set out in subsection (2) below:
(1) Fixed interest rate, annual interest rate / %. The contract interest rate remains unchanged during the loan term.
N/A [intentionally left in blank]
(2) Floating interest rate, priced □ daily / ■ every 6 months / □ every / years (choose one) from the actual withdrawal date (or the first actual withdrawal date if it is a partial withdrawal). The reset date is the first day of the next repricing period, which starts on the corresponding day of the repricing month. If there is no corresponding day in the month, it is the last day of the month. If it is reset daily, the reset date will be the day of the next repricing period.
For each withdrawal:
■ Floating interest rate for RMB loans
A. The interest rate for the first installment (from the actual withdrawal date to the end of this repricing period) shall be the latest loan market quoted interest rate of ■ 1-year / □ 5-year or more (choose one) published by the National Interbank Funding Center as of the working day prior to the actual withdrawal date, □ plus / ■ minus (choose one) 50 basis points;
B. On the day of repricing, along with other installment withdrawals, the applicable interest rate for the floating period shall be repriced based on the latest loan market quoted interest rate of ■ 1-year/ □ 5-year or more (choose one) published by the National Interbank Funding Center as of the working day prior to the repricing date, □ plus / ■ minus (choose one) 50 basis points.
□ Floating interest rate for foreign currency loans
N/A [intentionally left in blank]
2. Interest calculation
(1) For the fixed interest rate in paragraph 1(1) of this article, the floating interest rate for RMB loans in paragraph 1(2) of this article, and the floating interest rate for foreign currency loans in items A and C:
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The interest shall be calculated from the actual withdrawal date of the borrower, based on the actual withdrawal amount and the number of days used.
Interest calculation formula: Interest = principal × actual number of days × daily interest rate.
The daily interest rate calculation base is 360 days per year, and the conversion formula is: Daily interest rate = annual interest rate/360.
(2) N/A [intentionally left in blank]
3. Interest settlement method
The borrower shall settle the interest according to the method as set out in subsection (1) below:
(1) Interest is settled quarterly, with the 20th day of the last month of each quarter as the interest settlement date and the 21st day as the interest payment date.
(2) Interest is settled on a monthly basis, with the 20th of each month as the interest settlement date and the 21st as the interest payment date.
If the last repayment date of the loan principal is not on the interest payment date, the last repayment date of the loan principal shall be the interest payment date, and the borrower shall pay off all payable interest.
4. Penalty interest
(1) For loans that are overdue or not used for the purpose specified in the contract, from the date of overdue or misappropriation, penalty interest shall be charged at the penalty interest rate specified in this paragraph for the overdue or misappropriated portion until the principal and interest are repaid.
For loans that are both overdue and misappropriated, penalty interest shall be charged at a higher penalty interest rate.
(2) For the interest and penalty interest that the borrower cannot pay on time, compound interest shall be charged at the penalty interest rate agreed upon in this paragraph using the interest settlement method stipulated in paragraph 3 of this article.
(3) Penalty interest rate (Note: Fill in truthfully based on the loan currency and interest rate determination method)
The penalty interest rate for RMB loans,
□ The penalty interest rate for fixed rate loans
N/A [intentionally left in blank]
■ The penalty interest rate for floating rate loans
A. The penalty interest rate is reset from the date of overdue or misappropriation in accordance with the repricing period set in paragraph 1 of this article. The penalty interest repricing date is the day of overdue or misappropriation on the corresponding day of the repricing month. If there is no corresponding day in the month, the last day of the month is the penalty interest repricing date.
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B. The penalty interest rate for overdue loans shall be 50% higher than the penalty interest rate determined in item C of this paragraph, and the penalty interest rate for misappropriated loans shall be 100% higher than the penalty interest rate determined in item C.
C. The penalty interest base rate within the first repricing period is the loan interest rate actually implemented in the current period that is overdue or misappropriated. The penalty interest base rate for the next repricing period after each full repricing period is repriced in accordance with the method agreed in paragraph of this article on the reset date.
The penalty interest rate for foreign currency loans,
N/A [intentionally left in blank]
5. Others
(1) The “loan interest rate” and “penalty interest rate” under this contract are both inclusive of tax, i.e., the interest charged by the lender to the borrower already includes the value-added tax (VAT) payable in accordance with national laws and regulations.
(2) If there is a significant change in the pricing basis of the floating interest rate under this contract, it shall be handled in accordance with the then effective market rules. If the lender requests the borrower to sign a supplementary contract on relevant matters at that time, the borrower shall cooperate.
(3) The term “pricing benchmark” in this article has the same meaning as the term “benchmark interest rate”.
(4) Under this contract, “TERM SOFR” refers to the TERM SOFR published and managed by the Chicago Mercantile Exchange (or successor manager) as manager; “TIBOR” refers to the TIBOR published and managed by the Japan Bankers Association (or successor manager) as manager; “EURIBOR” refers to the EURIBOR published and managed by the European Money Markets Institute (or successor manager) as manager; “Overnight SOFR” refers to an overnight SOFR published and managed by the Federal Reserve Bank of New York (or successor manager) as manager; “Overnight SONIA” refers to an overnight SONIA published and managed by the Bank of England (or successor manager) as manager; “Overnight TONA” refers to an overnight TONA published and managed by the Bank of Japan (or successor manager) as manager; “Overnight ESTR” refers to an overnight ESTR published and managed by the European Central Bank (or successor manager) as manager, and “Overnight SARON” refers to an overnight SARON published and managed by the SIX Swiss Exchange (or successor manager) as manager.
Article 5 Withdrawal Conditions
The borrower’s withdrawal must meet the following conditions:
1. This contract and its attachments have come into effect;
2. The borrower has provided guarantees as requested by the lender, and the guarantee contract has come into effect and completed the statutory approval, registration, or filing procedures;
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3. The borrower has reserved the borrower’s documents, bills, seals, personnel list, signature samples related to the conclusion and performance of this contract with the lender, and filled in the relevant vouchers;
4. The borrower has opened the necessary account for the performance of this contract as requested by the lender;
5. The borrow shall submit a written withdrawal application and relevant loan purpose proof documents to the lender 5 banking days before the withdrawal, and complete the relevant withdrawal procedures;
6. The borrower has submitted a resolution and authorization letter from the board of directors or other authorized departments to the lender agreeing to sign and perform this contract;
7. Other withdrawal conditions stipulated by law and agreed upon by both parties / .
If the above withdrawal conditions are not met, the lender has the right to refuse the borrower’s withdrawal application, except when the lender agrees to the loan.
Article 6 Withdrawal Date and Method
1. The borrower shall make withdrawals according to the date and method as set out in subsection (2) below:
(1) Make a one-time withdrawal on / (month) / (day) / (year).
(2) Withdraw the loan within 90 days from January 29th, 2024.
(3) Withdraw in installments according to the following dates:
| Withdrawal date | Withdrawal amount | ||||
| / | / | ||||
| / | / | ||||
| / | / | ||||
2. The lender has the right to refuse the borrower’s withdrawal application for the portion that has not been withdrawn beyond the above-mentioned date.
3. Loan Commitment Service The lender shall provide commitment services to the borrower during the commitment service period (from the effective date of this loan contract to the withdrawal date specified in this contract) for the current period of available but unused loans (hereinafter referred to as “unused loans”). After consultation and agreement between the borrower and the lender, it is agreed as follows:
□ The borrower shall pay a commitment fee for the aforementioned promised services. The specific charging standards and methods will be separately signed in the Commitment Service Agreement during the commitment service period.
□ The lender, based on the principle of “fee reduction and concessions”, waives the commitment fee for the above-mentioned promised services, and the assessed amount of exemption is RMB / .
■ Other: No commitment fee will be charged.
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Article 7 Payment of Loan Funds
1、Loan disbursement account
The borrower shall open the following account with the lender as the loan disbursement account, and the disbursement and payment of the loan shall be processed through this account.
Account name: Zai Lab (Shanghai) Co., Ltd.
Account number: 784970025636
2. Payment method for loan funds
(1) The payment method of loan funds shall be executed in accordance with laws and regulations, regulatory provisions, and the provisions of this contract. The payment method of loan funds for a single withdrawal shall be confirmed in the withdrawal application. If the lender believes that the selected payment method of loan funds in the withdrawal application does not meet the requirements, they have the right to change the payment method or stop the distribution and payment of loan funds.
(2) Entrusted payment by the lender refers to the lender paying the loan funds to the borrower’s counterparty that meets the purpose specified in this contract based on the borrower’s withdrawal application and payment entrustment. According to the relevant regulations of the China Banking Regulatory Commission and the internal management regulations of the lender, loan funds that meet one of the following conditions shall be paid through the lender’s entrusted payment method:
A. The lender has established a new credit business relationship with the borrower, and the borrower’s credit rating has not met the lender’s internal requirements;
B. When applying for withdrawal, the payment recipient is clear (with clear account and account name) and the single withdrawal amount exceeds / yuan (excluding, foreign currency is converted based on the exchange rate of the actual withdrawal date / );
C. Other circumstances stipulated by the lender or agreed upon with the borrower: Adopting entrusted payment method.
(3) The borrower makes independent payments, which means that the lender disburses the loan funds to the borrower’s account based on the borrower’s withdrawal application, and the borrower makes independent payments to the borrower’s counterparty that meets the agreed purpose in the contract. Except for the situation where the lender’s entrusted payment method shall be adopted as stipulated in the preceding paragraph, the payment method for other loan funds is the borrower’s independent payment.
(4) Changes in payment method. After submitting the withdrawal application, if the borrower’s external payment, credit rating, and other conditions change, and the self-paid loan funds meet the conditions stipulated in paragraph 2(2) of this article, the payment method of the loan funds shall be changed. If there is a change in the external payment amount, payment object, loan purpose, etc. under the change of payment method or entrusted
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payment method, the borrower shall provide a written explanation of the change application to the lender, resubmit the withdrawal application and relevant transaction materials proving the purpose of the funds.
3. Specific requirements for entrusted payment of loan funds
(1) Payment entrustment. If the borrower meets the conditions for entrusted payment by the lender, the borrower shall have a clear payment entrustment in the withdrawal application, which authorizes and entrusts the lender to directly pay the loan funds to the designated counterparty account of the borrower that meets the purpose specified in this contract after transferring the loan funds to the designated borrower account. The borrower shall also provide the necessary payment information such as the name of the counterparty receiving the payment, the counterparty account, and the payment amount.
(2) Provide transaction information. If it meets the conditions for entrusted payment by the lender, the borrower shall provide the lender with information on its lending account, counterparty account, and materials proving that the current withdrawal meets the purpose specified in the loan contract at each withdrawal. The borrower shall ensure that all information provided to the lender is true, complete, and valid. If the entrusted payment obligations of the lender are not completed in a timely manner because the information provided by the borrower is untrue, inaccurate, or incomplete, the lender shall not be held responsible, and the repayment obligations already incurred by the borrower under this contract shall not be affected.
(3) Performance of lender’s entrusted payment obligation
A. If entrusted payment is adopted by the lender, the borrower shall submit the payment entrustment and relevant transaction information, and after the lender’s review and approval, the loan funds shall be paid to the borrower’s counterparty through the borrower’s account.
B. If the lender finds through review that the transaction materials such as proof of use provided by the borrower do not comply with the provisions of this contract or have other defects, the lender has the right to request the borrower to supplement, replace, explain or resubmit the relevant materials. Before the borrower submits the relevant transaction materials deemed eligible by the lender, the lender has the right to refuse the disbursement and payment of the relevant funds.
C. If there is a refund from the bank of the counterparty, resulting in the lender being unable to timely pay the loan funds to its counterparty in accordance with the borrower’s payment entrustment, the lender shall not be held responsible, and the borrower’s repayment obligations already incurred under this contract shall not be affected. The borrower hereby authorizes the lender to freeze the funds returned by the counterparty’s bank. In this case, the borrower shall resubmit the relevant transaction information such as payment entrustment and proof of purpose.
(4) The borrower shall not evade the lender’s entrusted payment by breaking it into smaller parts.
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4. After the disbursement of loan funds, the borrower shall provide timely records and information on the use of loan funds as requested by the lender. The aforementioned materials to be provided include but are not limited to proof of purpose .
5. In the event of any of the following circumstances, the lender has the right to re-determine the conditions for loan disbursement and payment or suspend the disbursement and payment of loan funds:
(1) The borrower violates the provisions of this contract and evades the lender’s entrusted payment by breaking it into smaller parts;
(2) The borrower’s credit status has declined or its main business profitability is not strong;
(3) Abnormal use of borrowed funds;
(4) The borrower failed to provide timely records and information on the use of borrowed funds as requested by the lender;
(5) The borrower’s payment of the loan funds violates this provision.
Article 8 Repayment
1. The borrower designates the following account as the fund withdrawal account, and the borrower’s fund withdrawal shall be transferred to that account. The borrower shall provide timely information on the inflow and outflow of funds in the account. The lender has the right to request the borrower to explain the inflow and outflow of large and abnormal funds in the fund withdrawal account and supervise the account.
Account name: Zai Lab (Shanghai) Co., Ltd.
Account number: 784970025636
2. Unless otherwise agreed by both parties, the borrower shall repay the loan under this contract in accordance with the repayment plan as set out in subsection (1) below:
(1) On the expiration date of the loan term, all loans under this contract shall be repaid.
(2) Repay the loan under this contract according to the following repayment plan:
| Repayment date | Repayment amount | ||||
| / | / | ||||
| / | / | ||||
(3) Other repayment plans: / .
If the borrower needs to change the repayment plan mentioned above, they must submit a written application to the lender 30 banking days before the corresponding loan expires. Any change to the repayment plan must be confirmed in writing by both parties.
3. Unless otherwise agreed by both parties, in the event that the borrower simultaneously defaults on the principal and interest of the loan, as well as the cost of realizing the debt, the lender has the right to decide on the order of repayment of the principal or interest, and the cost of realizing the debt. In the case of installment repayment, if there are multiple matured or overdue loans under this contract, the lender has the right to decide
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the repayment order of a certain repayment by the borrower. If there are multiple matured loan contracts between the borrower and the lender, the lender has the right to determine the order in which the borrower fulfills each repayment.
4. Unless otherwise agreed by both parties, the borrower may make early repayment, but shall notify the lender in writing 30 banking days in advance. The amount of early repayment is first used to repay the loan due last, and then in reverse order.
For loans with interest calculated using a single compound interest combination, if it involves early repayment or partial early repayment, the interest corresponding to the early repayment principal shall be settled in a lump sum.
The lender has the right to charge a penalty for early repayment based on the standard of / for the portion repaid early.
5. The borrower shall repay the loan according to the method as set out in subsection (1) below.
(1) The borrower shall deposit sufficient funds into the following repayment account for repayment no later than 10 banking days before the expiration of each principal and interest payment. The lender has the right to actively deduct funds from this account on each principal and interest payment due date.
Repayment account name: Zai Lab (Shanghai) Co., Ltd.
Account number: 784970025636 .
(2) Other repayment methods agreed upon by both parties: / .
Article 9 Guarantee
1. The guarantee for the debts under this contract is:
■ The standby letter of credit/financing guarantee No. 265D24BG000159 issued by Bank of China Limited and its branches, with the corresponding guarantee provided by them.
2. If the borrower or guarantor experiences events that the lender deems may affect its ability to perform, or the guarantee contract becomes invalid, revoked or terminated, or the borrower or guarantor’s financial condition deteriorates or is involved in major litigation or arbitration cases, or the borrower or guarantor’s account is seized, or for other reasons may affect its ability to perform, or the guarantor breaches the guarantee contract or other contracts with the lender. When the collateral depreciates, is damaged, lost, or seized, resulting in a decrease or loss of the collateral value, the lender has the right to demand, and the borrower has the obligation to provide new guarantee, replace the guarantor, etc. for the debts under this contract.
Article 10 Invoice Issuance
1. The borrower may apply to the lender for the issuance of a VAT invoice (□ VAT special invoice / ■ VAT normal invoice) after the lender confirms receipt of the payment. The lender shall issue a VAT invoice to the borrower upon receipt of the borrower’s application for the issuance of a VAT invoice.
2. The borrower can apply for the issuance of VAT invoices at the corresponding business processing agency or other institutions designated by the lender.
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3. The borrower needs to confirm that the payer of the payment, the signatory of the contract, and the purchaser listed on the VAT invoice are the same taxpayer. If there is inconsistency, which results in the borrower being unable to record or deduct input tax in accordance with the law, the relevant losses shall be borne by the borrower.
4. If the borrower loses the invoice after obtaining it, the lender does not need to issue a supplementary VAT invoice.
5. If the lender provides a discount to the borrower through negotiation, the amount of the VAT invoice issued shall be based on the discounted price.
6. If the lender provides free services to the borrower, the lender will not provide VAT invoices.
7. The lender shall issue a VAT invoice to the borrower, and the borrower shall promptly verify the invoice information. If the invoice information is incorrect, the borrower shall promptly apply to the lender to reissue the VAT invoice.
Article 11 Declaration and Commitment
1. The borrower declares as follows:
(1) The borrower is registered and validly existing in accordance with the law, and has full civil rights and behavioral capacity required to sign and perform this contract;
(2) The signing and performance of this contract is based on the borrower’s true expression of intention, and it has obtained legal and effective authorization in accordance with its articles of association or other internal management documents, and will not violate any agreements, contracts, and other legal documents that are binding on the borrower. The borrower has obtained or will obtain all necessary approvals, permits, filings or registrations for the signing and performance of this contract;
(3) All documents, financial statements, vouchers, and other information provided by the borrower to the lender under this contract are true, complete, accurate, and valid;
(4) The transaction background of the borrower’s application to engage in business with the lender is true and legal, and does not involve illegal purposes such as money laundering, terrorist financing, financing for the proliferation of weapons of mass destruction, tax evasion, fraud, etc., and does not violate the sanctions regulations applicable to the United Nations, China, and other countries;
(5) The borrower has not concealed any events that may affect its and the guarantor’s financial condition and performance ability from the lender;
(6) The borrower and loan project meet the national environmental protection standards, are not among the enterprises and projects pronounced and deemed by the relevant national authorities as having prominent energy consumption and pollution problems without effective rectification, and there is no energy consumption and pollution risk;
(7) The purpose of the loan and the source of repayment are true and legal;
(8) Other matters declared by the borrower: / .
2. The borrower undertakes as follows:
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(1) According to the requirements of the lender, the borrower shall regularly or promptly submit its financial statements (including but not limited to annual, quarterly, and monthly reports) and other relevant information to the lender. The borrower ensures that it continues to meet the following financial indicators: / ;
(2) If the borrower has signed or will sign a counter guarantee agreement or similar agreement with the guarantor of this contract regarding its guarantee obligations, such agreement will not prejudice any rights of the lender under this contract;
(3) The borrower shall accept credit inspections and supervision from the lender, and provide sufficient assistance and cooperation. If the borrower makes independent payments, they shall regularly summarize and report on the payment and use of loan funds as required by the lender. The specific date for summarizing and reporting is: / ;
(4) If the borrower undergoes any merger, division, capital reduction, equity transfer, external investment, substantial increase in debt financing, significant asset and debt transfer, or other matters that may have an adverse impact on the borrower’s debt repayment ability, the borrower must obtain the written consent of the lender in advance;
If the following situations occur, the borrower shall promptly notify the lender:
A.Changes in the articles of association, business scope, registered capital, and legal representative of the borrower or guarantor;
B.Any form of joint venture, foreign joint venture, cooperation, contracted operation, reorganization, restructuring, planned listing or other changes in business operations;
C.Involved in major litigation or arbitration cases, or property or collateral being seized, impounded, or regulated, or new collateral being established;
D.Closure, dissolution, liquidation, suspension of business for rectification, revocation, suspension of business license, filing (being filed) for bankruptcy, etc.;
E.Shareholders, directors, and current senior management personnel are suspected of major cases or economic disputes;
F.The borrower’s breach of contract under other contracts occurs;
G.Encountering operational difficulties and deteriorating financial conditions;
(5) The repayment order of the borrower’s debts to the lender shall take priority over the borrowing of the borrower’s shareholders, and shall not be inferior to similar debts of other creditors;
(6) When the net profit after tax for the relevant accounting year is zero or negative, or the net profit after tax is insufficient to make up for the accumulated losses in previous accounting years, or the net profit before tax is not used to pay off the principal, interest, and expenses that the borrower shall pay off in that accounting year, or the net profit before tax is insufficient to pay off the next period principal, interest, and expenses, the borrower shall not distribute dividends or bonuses to shareholders in any form;
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(7) The borrower does not dispose of its own assets in a way that reduces its solvency, and promises that the total amount of its external guarantees shall not be higher than one time of its own net assets, and the total amount of external guarantees and the number of individual guarantees shall not exceed the limit specified in its company’s articles of association;
(8) Except for the purposes specified in this contract or with the consent of the lender, the borrower shall not transfer the loan funds under this contract to an account under the same name or of a related party.
For the transfer of funds from the borrower’s account with the same name or from a related party’s account, the borrower shall provide corresponding supporting documents;
(9) The loan conditions provided by the borrower to the lender under this contract, including guarantee conditions, loan interest rate pricing, debt repayment order, etc., shall not be lower than the conditions currently or in the future given to any other financial institution;
(10) The borrower shall timely go to the State Administration of Foreign Exchange to handle the registration of foreign exchange loans, approval of principal and interest repayment, and other procedures;
(11) The lender has the right to recover the loan in advance based on the borrower’s fund recovery situation;
(12) Cooperate with the lender to conduct due diligence work, provide and update information on the institution and its beneficial owners, and provide background information on the transaction;
(13) Other commitments made by the borrower: .
① All working capital loans are entrusted for payment, and the borrower provides real usage and trade background information for the lender to review. The credit is used according to actual needs to ensure compliance with the credit purpose;
② The credit funds shall not be used for related party transactions, and the credit is limited to the use of the borrower’s individual company in Shanghai;
③ The sales proceeds corresponding to the borrower’s credit shall be directly withdrawn to the lender to ensure that the settlement share matches the credit share;
④ During the credit period of the lender, the borrower’s equity changes/new credit from other banks/external guarantees/external investments must be notified to the lender in advance. The shareholder loan shall not be returned until the borrower's loan is repaid;
⑤ The borrower’s credit balance with the lender shall not exceed the borrower’s available external debt limit.
Article 12 Disclosure of Related Party Transactions within the Borrower’s Group
Both parties agree to apply the terms of section 2 below:
1. The borrower is not a group customer determined by the lender in accordance with the Guidelines for the Risk Management by Commercial Banks for Granting Credit to Consumer Groups (referred to as the “Guidelines”).
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2. The borrower is a group customer determined by the lender in accordance with the Guidelines for the Risk Management by Commercial Banks for Granting Credit to Consumer Groups (referred to as the “Guidelines”). The borrower shall promptly report the details of any related-party transactions of more than 10% net asset to the lender, including the relationship of the parties, transaction items and nature, transaction amounts or corresponding proportions, pricing policies (including transactions with no amount or only symbolic amounts).
In any of the following circumstances, the lender has the right to stop extending the loan or cancel the loan which has not yet been drawn by the borrower, and the right to recover part or all of the loan in advance: The borrower uses false contracts with related parties to obtain funds or credit from banks by discounting or pledging accounts receivable, notes receivable, and other debt without actual transactions; the borrower undergoes major mergers, acquisitions, and reorganizations that the lender believes may affect loan security; the borrower intentionally evades bank claims through related-party transactions; other circumstances stipulated in Article 18 of the Guidelines.
Article 13 Default Events and Handling
One of the following events shall constitute or be deemed as a breach of contract by the borrower under this contract:
1. The borrower fails to fulfill its payment and repayment obligations to the lender in accordance with the provisions of this contract;
2. The borrower fails to use the loan funds in accordance with the provisions of this contract or fails to use the obtained funds for the purposes specified in this contract, or the borrower may use the loan funds to transfer loans or purchase other financial products for arbitrage, or the borrower illegally adds implicit local government debt;
3. The statements made by the borrower in this contract are untrue or violate the commitments made in this contract;
4. In the event of the occurrence of situations as stipulated in Article 11, Section 2(4) of this contract, the lender believes that it may affect the financial condition and performance ability of the borrower or guarantor, and the borrower fails to provide new guarantee or replace the guarantor in accordance with the provisions of this contract;
5. The borrower’s credit condition has declined, or the borrower’s financial indicators such as profitability, debt repayment ability, operational ability, and cash flow have deteriorated beyond the level stipulated in this contract or other financial agreements;
6. The borrower breaches other contracts with the lender or other institutions of Bank of China Limited; a default event occurs under the credit contract between the borrower and other financial institutions;
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7. The guarantor violates the provisions of the guarantee contract, or breaches any other contract with the lender or other institutions of Bank of China Limited;
8. The borrower terminates its business or undergoes dissolution, revocation, or bankruptcy events;
9. The borrower is involved in or may be involved in major economic disputes, litigation, arbitration, or if its assets are seized, impounded, or enforced, or if it is investigated and punished by judicial or tax, industry and commerce administrative authorities in accordance with the law, which has already or may affect its performance of obligations under this contract;
10. The borrower’s main investors or key management personnel have undergone abnormal changes, disappeared, or have been investigated or restricted in personal freedom by judicial authorities in accordance with the law, which has already or may affect its performance of obligations under this contract;
11. When the lender reviews the financial condition and performance ability of the borrower annually (i.e., every full year from the effective date of this contract), it finds that there are situations that may affect the financial condition and performance ability of the borrower or guarantor;
12. If there is a large or abnormal inflow or outflow of funds in the designated fund withdrawal account, and the borrower cannot provide any explanatory materials approved by the lender;
13. The borrower refuses to cooperate with the lender in conducting due diligence, and the borrower or its transaction/counterparty is suspected of money laundering, terrorist financing, nuclear weapon proliferation, violation of applicable sanctions, or other illegal and irregular activities, or the borrower or guarantor is included in the United Nations, China, and other applicable sanctions list or scope;
14. The borrower violates other provisions regarding the rights and obligations of the parties in this contract.
When a default event as stipulated in the preceding paragraph occurs, the lender has the right to take the following measures separately or simultaneously depending on the specific situation:
1. Require the borrower and guarantor to rectify its breach of contract within a specified period of time;
2. Reduce, suspend or cancel, or terminate the credit limit to the borrower in whole or in part;
3. Suspend or terminate the acceptance of the borrower’s withdrawal and other business applications under this contract or other contracts between the borrower and the lender in whole or in part. Suspend or cancel all or part of loans that have not been disbursed or trade financing that has not been processed, terminate disbursement, payment, and processing;
4. Announce that all or part of the outstanding principal and interest of the loan/trade financing funds and other payable amounts under this contract and other contracts between the borrower and the lender shall become immediately due;
5. Terminate or rescind this contract, and terminate or rescind all or part of any other contracts between the borrower and the lender;
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6. Request the borrower to compensate for any losses incurred to the lender due to its breach of contract, including but not limited to litigation costs, lawyer fees, notarization fees, enforcement fees, and other related expenses incurred in realizing the creditor’s rights;
7. Deduct the funds of the borrower from the accounts opened by the lender and other institutions of Bank of China Limited to settle all or part of the borrower’s debt to the lender under this contract. The outstanding amount in the account is considered to be due early. If the account currency is different from the pricing currency of the lender’s business, the conversion shall be based on the foreign exchange rate applicable to the lender at the time of deduction;
8. Exercise security interests;
9. Require the guarantor to assume the guarantee responsibility;
10. Other measures deemed necessary and possible by the lender.
Article 14 Reservation of Rights
If one party fails to exercise part or all of its rights under this contract, or fails to request the other party to perform or assume part or all of its obligations or liabilities, it shall not constitute a waiver of that right or an exemption of that obligation or liability.
Any tolerance, extension or postponement of the exercise of rights under this contract by one party shall not affect any rights it enjoys under this contract, laws and regulations, nor shall it be deemed as a waiver of such rights.
Article 15 Change, Modification and Termination
This contract may be changed or modified in writing by mutual agreement of both parties, and any change or modification shall constitute an integral and inseparable part of this contract.
Unless otherwise provided by laws and regulations or agreed by the parties, this contract shall not be terminated until all rights and obligations under it have been fully fulfilled.
Unless otherwise provided by laws and regulations or agreed by the parties, the invalidity of any provision of this contract shall not affect the legal validity of other provisions.
Article 16 Application of Law and Dispute Resolution
This contract is governed by the laws of the People’s Republic of China.
After the effective date of this contract, all disputes arising from the conclusion and performance of this contract or related to this contract may be resolved through negotiation between the two parties. If the negotiation fails, either party may adopt the method as set out in section 2 below to resolve the issue:
1. Arbitration. Submit to
□ China International Economic and Trade Arbitration Commission
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□ Beijing Arbitration Commission (Beijing International Arbitration Center)
□ / Arbitration Commission
Arbitration shall be conducted at / (place of arbitration) in accordance with the arbitration rules in effect at the time of arbitration application submission. The arbitration award shall be final and binding on all parties.
2. Litigation. The parties may negotiate and choose a court in China to resolve the dispute through litigation.
■ File a lawsuit to the people’s court of the domicile of the lender or other institutions of Bank of China Limited that exercise its rights and obligations in accordance with this contract or individual agreements in accordance with the law.
□ File a lawsuit to the China International Commercial Court of the Supreme People’s Court in accordance with the law (for international commercial disputes with an amount of RMB 300 million or more).
□ File a lawsuit to the people’s court with jurisdiction in accordance with the law.
During the dispute resolution period, if the dispute does not affect the performance of other provisions of this contract, such other provisions shall continue to be fulfilled.
Article 17 Attachments
The following attachments and other attachments jointly confirmed by both parties constitute an integral part of this contract and have the same legal effect as this contract.
1. Withdrawal application form (format);
2. …
Article 18 Other Agreements
1. Without the written consent of the lender, the borrower shall not transfer any rights or obligations under this contract to a third party.
2. If the lender needs to entrust other institutions of Bank of China Limited to fulfill the rights and obligations under this contract due to business needs, or transfer the borrowing business under this contract to other institutions of Bank of China Limited to undertake and manage, the borrower shall agree. Other institutions of Bank of China Limited authorized by the lender, or other institutions of Bank of China Limited undertaking loan business under this contract, have the right to exercise all rights under this contract, and have the right to file a lawsuit, submit to an arbitration institution or apply for compulsory enforcement in the name of the institution for disputes under this contract.
3. Without affecting any other provisions of this contract, this contract shall be legally binding on both parties and their respective successors and assignees in accordance with the law.
4. Unless otherwise agreed, the residential addresses of both parties specified in this contract shall be the contact addresses and the valid delivery address confirmed by both parties. The scope of delivery address covers
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various notices, contracts, and other documents during the performance of the contract by both parties, as well as the delivery of relevant documents and legal documents in case of disputes arising from this contract. It also includes the first instance, second instance, retrial, and enforcement procedures after the dispute enters arbitration and civil litigation.
If there is a change in the above addresses, the party making the change will notify the other party in writing of the updated address 10 working days in advance. In arbitration and civil litigation proceedings, when either party changes its address, it shall fulfill its obligation to serve a notice of address change to the arbitration institution or court. If one party fails to fulfill the notification obligation in the aforementioned manner, the delivery address confirmed in this contract shall still be deemed as a valid delivery address.
If a legal document is not actually received by one party due to inaccurate delivery address provided or confirmed by one party, failure to timely inform the other party and the court, or refusal to sign for the designated recipient after the delivery address is changed, etc., the date of return of the document shall be deemed as the date of delivery. For direct delivery, the date when the courier records the situation on the delivery receipt on the spot shall be deemed as the date of delivery.
5. The transactions under this contract are based on their respective independent interests. If in accordance with relevant laws, regulations, and regulatory requirements, other parties in the transaction constitute related parties or persons of the lender, no party shall seek to use such relationships to affect the fairness of the transaction.
6. The titles and business names in this contract are for the convenience of reference only and shall not be used to interpret the content of the terms and the rights and obligations of the parties.
7. The lender has the right to provide information related to this contract and other relevant information of the borrower to the financial credit information basic database and other legally established credit information databases in accordance with relevant laws, regulations, and regulatory provisions, for the appropriate qualified institutions or individuals to inquire and use in accordance with the law. The lender also has the right to query the borrower’s relevant information through the financial credit information database and other legally established credit information databases for the purpose of entering into and performing this contract.
8. If the withdrawal date or repayment date falls on a statutory holiday, it shall be postponed to the first working day after the holiday.
9. If the lender is unable to perform this contract or fulfill its obligations in accordance with the provisions of this contract due to changes in laws, regulations, regulatory provisions or regulatory requirements, the lender has the right to terminate or modify the performance of this contract in accordance with changes in laws, regulations, regulatory provisions or regulatory requirements. If this contract is terminated or changed due to such reasons,
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which makes it impossible for the lender to perform or perform in accordance with the provisions of this contract, the lender shall be exempted from liability.
10. The borrower may consult and complain about this contract and its business and fees through the contact phone number of the lender listed in this contract.
Article 19 Effectiveness of the Contract
This contract shall come into effect from the date when it is signed and stamped with the official seal/contract special seal by the legal representatives (person in charge) or authorized signatories of both parties.
This contract is made in duplicate , one copy for each party and each copy bearing the same legal effect.
Borrower: Zai Lab (Shanghai) Co., Ltd. Lender: Bank of China Limited Shanghai Pudong Development Zone Sub-branch
(company chop) (contract chop)
Authorized signatory: YING DU Authorized signatory: Qi Chuang
(name chop) /s/ Qi Chuang
February 7, 2024 February 7, 2024
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PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Exhibit 10.3
No.: ZB9716202400000004
Maximum-Amount Guarantee Contract
Contract Version No.: SPDB202112
Maximum-Amount Guarantee Contract
Creditor: Shanghai Pudong Development Bank Co., Ltd. Zhangjiang Hi-Tech Park Sub-branch
Guarantor: ZAI LAB LIMITED
WHEREAS:
To ensure that the debtor fully and promptly performs its various obligations under the master contract and to secure the realization of the creditor’s rights, the guarantor listed above (hereinafter collectively referred to as the “guarantor”) voluntarily assumes the guarantee liability in accordance with this contract and enters into the following agreement.
Article 1 Guarantee Liability
1.1 Guarantee manner
The guarantee manner hereunder is joint and several liability guarantee.
The guarantor confirms that when the debtor fails to perform its debts in accordance with the stipulations of the master contract, regardless of whether the creditor has other guarantee rights (including but not limited to guarantees, mortgages, pledges, and other guarantee manners) in the creditor’s rights under the master contract, the creditor has the right to request any guarantor hereunder to assume the guarantee liability first within the guarantee scope stipulated herein without requiring other guarantors to perform the guarantee liability first.
1.2 Guarantee scope
In addition to the main creditor’s rights stated in this contract, the scope of guarantee hereunder also covers the interest arising therefrom (the interest referred to in this contract includes interest, penalty interest, and compound interest), liquidated damages, damages, handling fees, and other expenses incurred for the signing or performance of this contract as well as the expenses incurred by the creditor to realize the guarantee rights and creditor’s rights (including but not limited to litigation fees, attorney’s fees, travel expenses, etc.) and the security deposit required by the creditor to be made up by the debtor in accordance with the master contract.
1.3 Guarantee period
The guarantee period is calculated separately for each creditor’s right held by the creditor toward the debtor and starts from the date of the expiration of the debt performance period of each creditor’s right contract to three years after the date of the expiration of the debt performance period stipulated in the said creditor’s right contract.
The guarantor bears the guarantee liability for the repayment obligations performed by phase under each individual contract during the period of occurrence of the creditor’s rights. The guarantee period shall start from the date of the expiration of each debt performance period to three years after the date of the expiration of the last repayment period of the said individual contract.
The terms “due” and “expiration” in this contract include situations where the creditor declares that the main creditor’s rights are due early.
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Where the main creditor’s rights declared to be due early are all or part of the creditor’s rights during the determination period of the creditor’s rights, the early maturity date declared shall be the maturity date of all or part of the creditor’s rights, with the determination period of the creditor’s rights becoming due simultaneously. The declaration by the creditor covers any claim made by the creditor to a competent authority by a complaint or application or other document.
Where the creditor and the debtor reach an extension agreement on the main debt performance period, the guarantee period will end three years after the date of the expiration of the debt performance period newly stipulated in the extension agreement.
1.4 Changes to the master contract
The guarantor hereby confirms that any grace given by the creditor to the debtor or any modification or change of any provision of the master contract between the creditor and the debtor does not require the consent of the guarantor but requires notification to the guarantor if it does not increase the liability of the guarantor. The rights and interests of the creditor hereunder will not be affected by such change and the guarantor’s guarantee liability will not be reduced accordingly.
Notwithstanding the foregoing, where the creditor provides the debtor with the service of issuing the letters of credit, letters of guarantee, or standby letters of credit, any amendment to the master contract (including the letter of credit, letter of guarantee, or standby letter of credit issued by the creditor to the debtor) by the creditor and the debtor does not require the consent of the guarantor but requires notification to the guarantor if it does not increase the liability of the guarantor, and such amendment shall be deemed to have obtained the prior consent of the guarantor and the guarantor’s guarantee liability will not be reduced accordingly.
Article 2 Representations and Warranties
2.1 Representations and warranties of the guarantor
The guarantor makes the following representations and warranties to the creditor:
(1)It is a civil subject with full capacity for civil rights and civil conduct as well as the right to sign this contract and it has obtained all authorizations and approvals that are required for the signing of this contract and the performance of its obligations hereunder.
(2)The signing and performance of this contract do not violate the laws, articles of association, relevant documents of competent authorities, judgments, and awards that are binding on the guarantor or conflict with any contracts or agreements it has signed or any other obligations it has assumed.
(3)All materials and information provided by it are in compliance with applicable legal requirements and are true, valid, accurate, complete, and free of any concealment.
(4)The financial information provided by it truthfully, completely, and fairly reflects the financial condition of the guarantor. There have been no material adverse changes in the guarantor’s operating condition or financial condition since the issuance of the most recent audited financial statement.
(5)It will complete the filing, registration, or other procedures required for this contract.
(6)It is aware of and acknowledges the financing variety and purpose under the master contract (the guarantor confirms that it will actively learn about the contents of the master contract through the debtor or creditor. Where the financing purpose under the master contract is to repay a former loan with a new loan, the guarantor confirms that the new loan is still a creditor’s right guaranteed hereunder and it is not necessary to obtain the guarantor’s further consent when the new loan occurs)
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(7)To the knowledge of the guarantor, here are no circumstances or events that would or could have a significant adverse impact on the guarantor’s ability to perform.
Article 3 Covenants
3.1 Guarantor’s commitments
(1) The guarantor undertakes not to take the following actions without the written consent of the creditor:
a. Transfer (including in the form of sale, gift, debt, exchange, etc.), mortgage, pledge, or otherwise dispose of all or most of its material assets;
b. Make significant changes in its business system or form of property ownership organization, including but not limited to restructuring, equity transfer, change in actual controller or major shareholder, consolidation (merger), splitting, and capital reduction;
c. Carry out or apply for bankruptcy, restructuring, dissolution, business closure, or being revoked or abnormally suspended by the superior competent authority;
d. Sign a contract/agreement that has a significant adverse impact on the ability of the guarantor to perform its obligations hereunder or assume relevant obligations with such an impact.
(2) The guarantor undertakes to notify the creditor immediately within five (5) bank business days upon occurrence of the following events:
a. Because of the occurrence of relevant events, the representations and warranties made by the guarantor in this contract become untrue, inaccurate, incomplete, illegal, or invalid;
b. The guarantor or its controlling shareholder, actual controller, affiliated persons, or legal representative is involved in litigation or arbitration or its assets are detained, seized, frozen, or subject to enforcement or other measures with the same effect are taken;
c. Changes are made to the legal representative of the guarantor or its authorized agent, person-in-charge, main financial person-in-charge, mailing address, business name, office address, or other matters or the guarantor changes its domicile, regular place of residence, and work unit, departs from its city of residence for a long time, changes its name, or experiences adverse change in income level;
d. Application for reorganization or bankruptcy by other creditors or revocation by a superior authority.
(3) The guarantor undertakes to cooperate in providing the corresponding financial information in the signing and performance of this contract at the request of the creditor.
(4) The guarantor undertakes that when the debtor fails to make up the security deposit (including making up the security deposit in advance) in accordance with the requirements of the creditor under the master contract, the guarantor shall bear joint and several responsibilities for making up the security deposit (the said security deposit shall also serve as a pledge for the main creditor’s rights, but signing a separate security pledge contract is not necessary). The guarantor’s making up the security deposit will not exempt it from the guarantee liability it shall assume in accordance with this contract. Any losses (including interest losses) incurred by the guarantor in making up the security deposit in accordance with this contract shall be borne by the guarantor.
(5) The guarantor confirms that the guarantor may not exercise the right of recourse and related rights (including but not limited to offsetting any debts owed to the debtor) against the debtor
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as a result of the assumption of the guarantee liability of this contract until all the creditor’s rights under the creditor’s master contract have been fully settled.
(6)Where the debtor repays all or part of the debts in advance or the debtor makes an individual settlement to the creditor, the guarantor shall continue to bear joint and several guarantee liability for the creditor’s rights against the debtor formed after such early repayment or individual settlement is revoked.
(7)The guarantor acknowledges that the guarantor’s guarantee responsibility will not be released even if the creditor waives or changes the mortgage or pledge provided by the debtor itself or changes the sequence of the mortgage or pledge provided by the debtor itself.
3.2 Deduction agreement
(1) When the guarantor has a debt due or shall make up for the security deposit, the creditor has the right to deduct the funds directly from any account opened by the guarantor with Shanghai Pudong Development Bank Co., Ltd., to settle the due debt or to make up for the security deposit.
(2) The creditor has the right to use the money obtained therefrom to pay off the principal, interest, or other expenses. At the same time, if multiple debts are due but unpaid, the creditor will determine the sequence of the settlement thereof.
3.3 Exchange rate conversion
Where exchange rate conversion is involved hereunder, conversion shall be based on the foreign exchange price determined by the creditor, with the relevant exchange rate risks and losses being borne by the guarantor.
3.4 Certificate of creditor’s rights
The valid certificate of the creditor’s rights guaranteed by the guarantor shall be the accounting voucher or other valid supporting materials issued and recorded by the creditor in accordance with its own business regulations.
3.5Authorization to use and disclose information
(1)The guarantor agrees and irrevocably authorizes that: Following the requirements of the Credit Reporting Regulations and other credit reporting laws and regulations as well as regulatory requirements and the collection demands of the basic financial credit information database established by the state, the creditor has the right to provide the basic financial credit information database established by the state, for inquiry and use by qualified units, with all the information on the contracts/agreements/commitments signed by the guarantor and the creditor, including relevant performance information of all such contracts/agreements/commitments, as well as the basic enterprise information and other information provided by the guarantor; at the same time, the creditor also has the right to inquire and use the credit information of the guarantor that has been entered into the basic financial credit information database established by the state. This authorization covers all links of the creditor’s necessary business management of the business under this contract and the master contract before and after the signing of this contract, with the validity expiring along with the actual termination of this contract.
(2)The guarantor agrees and irrevocably authorizes that: 1) When the debtor fails to repay the financing principal and interest on time under the master contract, the creditor has the right to provide the financing information and guarantee information under the master contract to a collection agency for the purpose of collecting the debtor’s arrears; 2) the creditor has the right to transfer the rights or obligations under the master contract and this contract to any third party and to disclose any information related to the master contract and this contract (including any information provided by the debtor and the guarantor to the creditor for the purpose of the master contract and this contract) to transferees (including intended transferees), law firms, asset assessment
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agencies, accounting firms, and other third-party cooperating agencies. 3) The creditor may also disclose the guarantee information hereunder to its headquarters, branches, affiliates, and other intermediaries as well as the personnel employed by them. At the same time, the disclosures made by the creditor in accordance with the requirements of any laws and regulations and the requirements of regulatory authorities, government agencies, or judicial agencies are also within the permitted scope.
3.6 Notices and service
(1)The creditor confirms that the address listed on the signature page of this contract is its valid address for service. The guarantor shall directly serve or mail notices served to the creditor hereunder to the address listed on the signature page of this contract until the creditor announces the change of such address. The guarantor agrees that all notices it sends to the creditor shall be deemed to have been served when actually received by the creditor.
(2)The guarantor confirms that the address listed on the signature page of this contract and the service information such as fax and email addresses are valid mailing or electronic addresses for service. Various non-litigation notices and other documents hereunder as well as legal documents such as letters, summonses, and notices issued to it during any litigation (including any litigation procedures and enforcement procedures such as first instance, second instance, and retrial) arising from this contract will be deemed served as long as they are sent by mail or electronic service methods such as fax and email to the mailing or electronic addresses for service listed on the signature page of this contract. The specific service date shall be subject to the provisions on service date in the Civil Procedure Law. Any change of the aforementioned mailing or electronic address for service without prior notice to the creditor will not have legal effect, in which case the address for service confirmed in this contract shall still be deemed as the valid address for service.
Article 4 Defaults and Responses
4.1 Defaults
Any of the following conditions will constitute a default by the guarantor against the creditor:
(1) Any representations or warranties made by the guarantor in this contract are untrue, inaccurate, misleading, invalidated, or violated.
(2) The guarantor violates any of the covenants stipulated in Article 3 of this contract or other obligations stipulated herein.
(3) The guarantor suspends business, ceases production, closes business, makes rectification, carries out restructuring, reaches an impasse, conducts liquidation, or is taken over, escrowed, or dissolved, its business license is revoked or canceled, or it goes bankrupt.
(4) The financial condition of the guarantor deteriorates, its operation becomes severely difficult, or an event or circumstance occurs that adversely affects its normal operations, financial condition, or solvency.
(5) The guarantor or its controlling shareholder, actual controller, affiliated persons, or legal representative is involved in major litigation or arbitration or its major assets are detained, seized, frozen, or subject to enforcement or other measures with the same effect are taken, causing an adverse impact on the guarantor's solvency.
(6) The guarantor is a natural person who dies or is declared dead or transfers assets or attempts to transfer assets under the pretense of marriage.
(7) Other circumstances occur which the creditor reasonably judges may cause or have caused a significant impact on the performance ability of the guarantor hereunder.
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4.2 Responses to defaults
In the event of any of the defaults mentioned in the above paragraph or where the laws provides that the creditor may exercise the guarantee rights hereunder, the creditor has the right to declare that the main creditor’s rights and/or the determination period of the creditor’s rights is due early and/or request the guarantor to assume the guarantee liability in accordance with the law or make up the security deposit as stipulated herein.
Article 5 Miscellaneous
5.1 Applicable laws
This contract shall be governed by and construed in accordance with the laws of the People’s Republic of China (for the purpose of this contract, the laws of Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan are not included herein).
5.2 Resolution of disputes
All disputes regarding this contract shall be resolved through friendly negotiation; where negotiation fails, a lawsuit shall be filed with the People’s Court with jurisdiction over the domicile of the creditor. During the dispute, the parties hereto shall continue to perform the undisputed terms.
5.3 Effectiveness, change, and dissolution
(1) This contract will take effect after being signed (or affixed with the seal) and affixed with the official seal by the legal representative of the guarantor or its authorized agent and being signed (or affixed with the seal) and affixed with the official seal (or special seal for contracts) by the legal representative/person-in-charge of the creditor or its authorized agent, and will end after all debts hereunder are paid off (if the guarantor is a natural person, only a signature is required; if the guarantor is an overseas company, it must be signed (or affixed with the seal) and affixed with the official seal (if applicable) by the guarantor’s legal representative or person with the authority to sign).
(2) The invalidity, cancellation, or unenforceability of any clause of this contract will not affect the validity and enforceability of other contract clauses.
(3) After this contract takes effect, neither party to this contract may arbitrarily change or prematurely dissolve this contract. If this contract needs to be changed or rescinded, the parties to the contract shall negotiate and reach a written agreement.
5.4 Miscellaneous
(1) For the purpose of this contract, when this contract refers to “laws,” it shall refer to laws, regulations, rules, local regulations, judicial interpretations, and any other applicable provisions.
(2) For the purpose of this contract, the documents mentioned in this contract such as “contract” and “master contract” include subsequent amendments, changes, or supplements to such documents; the entities of all parties mentioned in this contract, including but not limited to the guarantor, the creditor, and the debtor, all include such entities themselves and their subsequent legal successors or inheritors.
(3) For the purpose of this contract, the “financing” mentioned herein, unless otherwise agreed by the parties to this contract, refers to the financial credit or credit support provided by the creditor to the debtor through various types of banking business including but not limited to loans, bank acceptance drafts, letters of guarantee, letters of credit, and standby letters of credit.
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(4) The appendices to this contract are part of this contract and have the same legal effect as the main text of this contract.
(5) Where matters not covered in this contract need to be supplemented, both parties may agree and record them in Article 6 of this contract or may reach a separate written agreement as an appendix to this contract.
(6) Unless otherwise specified in this contract, the relevant terms and expressions in this contract have the same meaning as those in the master contract.
Article 6 Contract Element Clauses
6.1 The master contract guaranteed by this contract:
A series of contracts signed by the debtor and creditor to handle various types of financing businesses in accordance with the stipulations of Article 6.3 of this contract, and _____________/____________________________ (contract name and number) signed by the debtor and creditor.
6.2 The debtor under the master contract:
Zai Lab (Shanghai) Co., Ltd.
6.3 Guaranteed creditor’s rights:
The guaranteed main creditor’s rights under this contract are the creditor’s rights incurred by the creditor when handling various financing businesses with the debtor during the period from February 6, 2024, to February 5, 2027 (the aforementioned period is the determination period for determining the maximum-amount guaranteed creditor’s rights, that is, “the determination period of the creditor’s rights”), as well as the prior creditor’s rights agreed by both parties (if any). The balance of the principal of the aforementioned main creditor’s rights shall not exceed an amount equivalent to RMB (currency) Three Hundred Million yuan (in words) within the determination period of the creditor’s rights.
The maximum amount of creditor’s rights guaranteed hereunder covers all the creditor’s rights, including the maximum balance of the principal of the main creditor’s rights aforementioned and the interest generated from the main creditor’s rights stipulated in Article 1.2 of this contract (interest referred to in this contract includes interest, penalty interest, and compound interest), liquidated damages, damages, handling fees, and other expenses incurred for the signing or performance of this contract as well as the expenses incurred to realize the guarantee rights and creditor’s rights (including but not limited to litigation fees, attorney’s fees, travel expenses, etc.). The guarantor confirms that the guarantee liability of the guarantor hereunder shall be based on the maximum amount of the creditor’s rights
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determined according to the guarantee scope stipulated herein and is not limited to the maximum balance of the principal of the main creditor’s rights.
Other stipulations on the maximum amount of creditor’s rights guaranteed hereunder: / .
6.4 Text
The original of this contract is executed in triplicate, with the creditor holding two copies, the guarantor holding one copy, and /
holding zero copies, all having the same legal effect.
6.5 Other matters stipulated by the parties (if any)
/
(The rest of this page is intentionally left blank)
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(This page is a signature page, no body text)
This contract is signed by the following parties. The guarantor confirms that at the time of signing this contract, the parties hereto have explained and discussed all the clauses in detail, have no doubts about all the clauses hereof, and have an accurate understanding of the legal meaning of the rights and obligations of both parties and the liability limitation or exemption clauses hereof.
| Creditor (Official Seal or Special Seal for Contracts): | |||||
Legal Representative/Person-in-Charge or Authorized Agent (Signature or Seal): Shanghai Pudong Development Bank Co., Ltd. Zhangjiang Hi-Tech Park Sub-branch (contract chop) Tian Ye (name chop) | Principal Place of Business: No. 56 Boyun Road,Shanghai Postal Code: 201203 Phone: [***] Contact Person: Zhan Yi | ||||
| Date of Signing: February 6, 2024 | |||||
| Guarantor (Official Seal): | |||||
Legal Representative/Guarantor or Authorized Agent (Signature or Seal): /s/ Xiaopeng Feng For and on behalf of Zai Lab Limited ID Type/No. (to be filled in by a natural person guarantor): | Domicile: Building 1, No. 4560 Jinke Road Postal Code: 201203 Phone: [***] Fax: / Email Address: [***] Contact Person: Jin Caixuan | ||||
| Date of Signing: February 6, 2024 | |||||
| Guarantor (Official Seal): | |||||
Legal Representative/Guarantor or Authorized Agent (Signature or Seal): ID Type/No. (to be filled in by a natural person guarantor): | Domicile: Postal Code: Phone: Fax: Email Address: Contact Person: | ||||
| Date of Signing: (Month) (Day), (Year) | |||||
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Exhibit 10.4
Maximum Credit Contract
(Version 2015011)
No.: NBCB7501MS21712
Party A (Creditor): Bank of Ningbo Co. Suzhou Branch
Party B (Debtor): Zai Lab (Suzhou) Co., Ltd.
Party C (Guarantor): Zai Lab (Suzhou) Co., Ltd.
In order to clarify the rights and obligations of all parties, in accordance with the provisions of the Contract Law, the Guarantee Law, etc., all parties have reached a consensus through equal negotiation and entered into this contract.
I. The maximum credit limit under this contract is equivalent to RMB (in words) Two Hundred and Thirty million Two Hundred and Sixty Thousand Yuan. This amount is the maximum limit for all business transactions specified in Article 3 of this contract that occur during the period specified in Article 2 of this contract, and can be used for turnover.
The parties agree that Party A has the right to adjust Party B’s maximum credit limit, credit card limit (including temporary adjustments), personalized repayment plan, business term, etc., based on Party B’s credit status, guarantee status, and Party A’s financial situation. Party A does not need to obtain Party B’s consent or provide explanations to Party B and Party C. Once such adjustment decision is made, it shall take effect immediately, and Party C undertakes to continue to bear joint and several guarantee liability in accordance with the provisions of this contract.
The maximum credit limit stated in this contract only applies to the business under this contract. Party B may simultaneously enter into multiple Maximum Credit Contracts and other single or maximum business contracts with Party A, each of which is independent of each other.
II. The occurrence date of all business under this contract must be within the period from January 8, 2024 to September 27, 2029.
III. The business under this contract is the content described in item 1 below:
1. Self-operated business: Including but not limited to RMB/foreign currency loans, bank/commercial acceptance draft discounting, bank acceptance draft acceptance, bank guarantee letter (guarantee), standby letter of credit, account overdraft, export package loan, import letter of credit, shipping guarantee, import refinancing, import bill advance, export bill advance (including export commercial invoice financing), forfaiting, export factoring, invoice discounting, loan commitment, borrowing and repurchase entrusted loans, non-standard channel financing business, credit card credit business (including credit card consumption, withdrawal, credit card consumption installment, credit card cash installment, etc.), financial derivative product transactions, / and other domestic and foreign currency on and off balance sheet credit business varieties (including contingent debt business), etc.
2. Entrusted debt investment business.
3. / .
If engaging in entrusted debt investment business, Party A (substantive trustee) authorizes /
(nominal trustee) to sign the relevant Entrusted Debt Investment Agreement, fulfill all rights and obligations related to the trustee under the Entrusted Debt Investment Agreement, and these rights and obligations shall ultimately be borne by Party A (i.e. substantive trustee).
IV. When handling each specific business, both Party A and Party B shall sign a separate specific business master contract. The amount, term, actual start and maturity date, interest rate, etc. of each specific business shall be subject to the corresponding main contract and promissory note (if any), credit card application form signed when applying for credit card, usage contract, customer instructions, etc.
V. If there is any dispute between the parties, it shall be resolved through negotiation. If it fails, a lawsuit shall be filed with the people’s court in the location where Party A is located.
VI. The electronic stamp affixed to this contract has the same legal effect as the physical stamp affixed.
VII. Supplementary terms: /
. (The remaining part of this page is intentionally left blank)
The following is the signature page of Party B/Party C for the Maximum Credit Contract (Contract No. NBCB7501MS21712) signed between Zai Lab (Suzhou) Co., Ltd. (Party B), Zai Lab (Suzhou) Co., Ltd. (Party C), and Bank of Ningbo Co. Suzhou Branch (Party A).
Party B (stamp): Party C (stamp):
Zai Lab (Suzhou) Co., Ltd. Zai Lab (Suzhou) Co., Ltd.
(company chop) (company chop)
JAMES SHUIZHONG YAN JAMES SHUIZHONG YAN
(name chop) (name chop)
Signing date: February 6, 2024
The following is the signature page of Party A for the Maximum Credit Contract (Contract No.: NBCB7501MS21712) signed between Zai Lab (Suzhou) Co., Ltd. (Party B), Zai Lab (Suzhou) Co., Ltd. (Party C), and Bank of Ningbo Co. Suzhou Branch (Party A).
Party A (stamp):
Bank of Ningbo Co. Suzhou Branch
(contract chop)
Lin Ping
(name chop)
Signing date: February 6, 2024
PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Exhibit 10.5
Electronic Commercial Draft Discounting Master Agreement
Standard Terms
Please refer to the supplementary terms for the names of Party A and Party B, as well as other relevant information.
Upon the application of Party A, Party B agrees to cooperate with Party A on electronic commercial draft discounting. Both parties have reached an agreement on the following terms through full negotiation in accordance with the relevant provisions of the Negotiable Instruments Law of the People’s Republic of China, the Payment and Settlement Measures of the People’s Bank of China, and the Measures for the Administration of Electronic Commercial Draft Business, and hereby enter into this agreement.
Article 1 Definition
1. An electronic commercial draft is a commercial draft in electronic form, which is made by the issuer in the form of data message and by which a trusted payer pays unconditionally a fixed amount to the beneficiary or to the draft holder on a designated date. Electronic commercial drafts are divided into electronic bank acceptance drafts, electronic finance company acceptance drafts, and electronic commercial acceptance drafts.
2. Discounting refers to the act of Party A endorsing and transferring the rights of the draft to Party B before the maturity date, and Party B paying the agreed amount to Party A after deducting a certain amount of interest.
3. The electronic commercial draft discounting business under this agreement includes the “Ultrafast E-Discounting” business. “Ultrafast E-Discounting” refers to the electronic bank acceptance drafts and financial company acceptance draft discounting services Bank of Ningbo provides to the legal entities and their branches registered on internet platforms or those recommended by platforms.
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PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
4. The discount date, also known as the discount value date, refers to the date on which Party B transfers the actual payment amount to Party A’s designated account.
Discounted interest = face value of draft × interest calculation days × discounted annual interest rate ÷ 360 days
Actual discount amount paid = face value of draft - discount interest
The discount interest days are calculated from the discount date (inclusive) to the interest end date (not inclusive).
Unless otherwise agreed by both parties, if the draft maturity date is a working day, it shall be the interest end date; if the draft maturity date falls on a statutory holiday, the first working day after the statutory holiday shall be the interest end date.
Article 2 Discount Conditions
Party A shall initiate a discount application for the electronic commercial drafts it holds with Party B through electronic channels such as online banking of Bank of Ningbo or other banks, through the draft market infrastructure recognized by the People’s Bank of China. This means that Party A agrees to conduct a discount transaction with Party B in accordance with the transaction elements submitted in the discount application. Party B will review the discount application initiated by Party A in accordance with the laws, regulations, and internal requirements. After approving Party A’s discount application, Party B shall conduct discounting on the electronic commercial drafts in the application. If the review is not successful, Party B will refuse to handle the discounting for Party A, who fully agrees to the decision and has no objection to this.
Article 3 Party A undertakes and agrees
1. Party A hereby undertakes and guarantees that the electronic commercial drafts in its application for discounting meets all the following conditions:
(1) Party A promises that the issuance, acquisition, and transfer of the electronic commercial drafts are legal, compliant, and valid, with a genuine transaction relationship and debt relationship, except for those obtained free
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of charge in accordance with the law due to taxation, inheritance, and gift giving;
(2) The electronic signature and recorded items on the electronic commercial drafts are complete, true, legal, valid, and clear and explicit. All endorsements of the electronic commercial drafts are continuous, true, and legal, without the words “not transferable”, “not endorsable”, “not pledgeable” or other words that prohibit or restrict the rights of Bank of Ningbo;
(3) Party A undertakes to be responsible for the legality of the electronic commercial drafts it holds for discounting, and the acquisition of the commercial drafts is without malicious intent or gross negligence;
(4) The electronic commercial drafts have not yet matured;
(5) The electronic commercial drafts have not been involved and will not be involved in public notice procedures, preservation measures, or other litigation/arbitration procedures in the future;
(6) The electronic commercial drafts do not involve any circumstances that prohibit, restrict or adversely affect the exercise of draft rights by Bank of Ningbo.
2. Party A hereby undertakes and guarantees that its discount application to Bank of Ningbo under this agreement meets all the following conditions:
(1) Party A is an individual industrial and commercial household, legal person and its branches, as well as an unincorporated organization established in accordance with the law within the territory of the People’s Republic of China. Party A’s application for discounting electronic commercial drafts under this agreement does not violate the provisions of laws and regulations and its company articles of association, nor does it violate any legally binding agreement or contract on Party A.
(2) Party A has completed all the necessary authorizations and approvals for signing this contract. Signing this contract represents the true intention of Party A and will not result in a violation of any agreements or commitments it has signed with any third party. The signing and performance of this agreement shall not violate its articles of association or any legally binding agreements or documents. The signing and performance of this agreement by Party A has obtained the necessary and legal internal and external approvals
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and authorizations. Party A engages in industries that are not prohibited or restricted by policies, and promises to strictly abide by such laws, regulations, and rules after signing this contract.
(3) Party A is the legal and legitimate holder of the electronic commercial drafts and has the right to apply for electronic commercial draft discounting from Party B as a discounting applicant. Once the drafts are discounted, Party B has all the rights to the electronic commercial drafts.
(4) Party A has a genuine and legal transaction relationship and debt relationship with its direct predecessor or drawer. Based on this transaction relationship, Party A has lawfully obtained the electronic commercial drafts in the discount application under this agreement from its direct predecessor or drawer, and has paid the corresponding consideration when obtaining the drafts. Party A promises that the electronic commercial drafts in the discounting application and the materials submitted to Party B under the discounted commercial drafts to reflect the true transaction relationship and debt relationship are true, legal, and valid.
(5) There are no negative records in Party A’s business information, and its legal representative has not been included in the list of dishonest persons subject to enforcement.
(6) The use of funds obtained from discounting electronic commercial drafts by Party A is legitimate and in compliance with regulatory regulations.
3. The authorization and commitment of Party A regarding the “Ultrafast E-Discounting” service:
If Party A enables the “Ultrafast E-Discounting” service, Party A agrees and authorizes the internet platform to provide its information (including but not limited to enterprise name, province and city, unified social credit code, annual sales revenue, contact person name, contact phone number, annual discount amount, image of business license, image of legal person’s ID, etc.) to Bank of Ningbo and its various branches. Meanwhile, Bank of Ningbo and its branches are authorized to provide this unit’s “Ultrafast E-Discounting” information in your bank (including but not limited to draft number, face amount, draft maturity date, discount date, discount interest rate, discount actual payment
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PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
amount, interest calculation period, acceptance bank name, etc.) to the internet platform. If Party A is an individual industrial and commercial household or an unincorporated organization, this clause shall not apply. The specific name of the internet platform can be found in the supplementary terms.
Article 4 Rights and Obligations of Party A and Party B
1. During the term of this agreement, Party B has the right to know the business activities of Party A. Party B has the right to request Party A to provide information related to discounting. Party A shall promptly provide Party B with the information on the purpose of discounting funds and true transaction background information as requested by Party B. Party B shall enter the business premises of Party A to investigate, review, and inspect the use of credit, as well as the assets, financial status, and business situation of Party A. Party A shall cooperate, and Party B shall have the right to supervise Party A to use the discounted funds for the purposes specified in this contract.
2. Party A promises to strengthen environmental risk management in the process of operation and management, and voluntarily accepts the supervision of Party B or the entrusted party on the environmental risk situation of Party A. When an environmental risk event occurs during the operation of Party A, Party A shall proactively inform Party B, and Party B has the right to request Party A to provide relevant materials such as environmental risk reports if it deems necessary.
3. Party B shall bear the obligation of confidentiality for the information provided by Party A, except as otherwise provided by laws, regulations, regulatory authorities, or agreed by both parties, or where the information provided by Party A does not constitute confidential information.
4. When discounting each electronic commercial draft under this cooperation agreement, there is no need to sign contracts one by one.
Article 5 Breach of Contract Clause
1. After discounting electronic commercial drafts, any of the following events can constitute a breach of contract as referred to in this clause. Party B has the right to independently judge and claim the rights of the draft from Party A and/or other draft debtors, recover the draft payment and related
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PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
expenses. Party B has the right to charge the overdue penalty interest to Party A for the portion that has not been paid upon maturity in accordance with the provisions of the overdue loan. Please refer to the supplementary terms for the specific proportion of overdue penalty interest to be charged.
(1) The discounted commercial drafts cannot be fully recovered on time, including but not limited to the following situations:
① The discounted electronic commercial draft has been refused payment by the acceptor upon maturity;
② The discounted electronic commercial draft has been seized, frozen, or protected by litigation in accordance with the law;
③ There are disputes over the ownership of discounted electronic commercial draft, resulting in Party B being unable to receive the payment on time;
④ After the discounted electronic commercial draft expires, Party B has not yet received the payment for the draft;
(2) Party A violates any statements, warranties, and commitments made;
(3) Party A violates any obligations it shall fulfill as stipulated in this contract;
(4) Party A conceals true and important information (such as business or financial status, providing false information or circumstances, etc.);
(5) Party A or guarantor evades bank claims through related party transactions or other means;
(6) Party A or guarantor is negligent in managing and recovering due debts, or disposes of its main property at an unreasonable low price or in other inappropriate ways to transfer property or evade debts;
(7) Party A utilizes false contracts and arrangements with any third party, including but not limited to discounting or pledging debts such as accounts receivable without real trade background, to obtain funds or credit from Party B or other banks;
(8) Party A or guarantor violates the obligations agreed upon with Party B or a third party, or the obligations stipulated by laws and regulations, or is involved in disputes or lawsuits, or any of its assets are subject to preservation measures such as seizure, freezing, or withholding;
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(9) Party A or guarantor has died, ceased production, closed down, cancelled registration, been suspended for rectification, suspended business execution or revoked, liquidated, reorganized, taken over, declared bankrupt, or dissolved;
(10) The controlling shareholder of Party A or the guarantor transfers the shares they hold, or there is a major event involving the controlling shareholder, actual controller, legal representative, or senior management personnel of Party A or the guarantor;
(11) Party A, the legal representative or main person in charge of Party A or the guarantor has made significant business errors, or has been subject to administrative or criminal sanctions, or has been investigated by relevant departments, or other situations that may affect their business or guarantee capabilities;
(12) Party A or guarantor’s credit condition has declined, their business activities have encountered difficulties, their financial condition has deteriorated, or they have exceeded the financial indicators set by Party B or agreed upon by both parties;
(13) If Party A disposes of any assets (including but not limited to gift, transfer, assign, or sell at a low price) before paying off the draft payment, which may or has already affected its ability to repay its debts to Party B;
(14) If the guarantee contract under this contract becomes invalid, the guarantor’s guarantee ability decreases, or the value of the collateral decreases, which affects the security of the creditor’s rights under this contract;
(15) The guarantor violates the provisions of the guarantee contract;
(16) If any of the events listed in items (2), (4), (8), (9), and (11) of this paragraph occur to the affiliated parties, actual controllers, issuers, or acceptors of Party A, as well as other changes that are not conducive to the realization of Party B’s creditor’s rights, and Party A fails to provide another guarantee recognized by Party B as required by Party B;
(17) Any other events that, in the judgment of Party B, have an adverse impact on Party A’s performance of repayment obligations under this contract, in addition to the aforementioned events.
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Party B has complete independence to judge whether the above situation occurs.
2. When any breach of contract occurs, Party B has the right to take the following measures:
(1) Stop discounting payments;
(2) Party B has the right to recognize that all the credits it extends to Party A to become due prematurely, including but not limited to loans, discounting, bank acceptance drafts, international trade financing, bank guarantees, etc., and demand that Party A repay all outstanding debts, including but not limited to the principal and interest of the discounting amount (including overdue penalty interest), as well as all expenses incurred by Party B to realize the creditor’s rights under this agreement. Party A agrees and authorizes Party B to deduct the corresponding amount from all accounts opened by the first party in Bank of Ningbo and its branches for repayment and notify Party A;
(3) Requesting Party A to provide guarantee measures recognized by Party B;
(4) Exercise the right to guarantee, require the guarantor to fulfill the guarantee responsibility, or realize the creditor’s rights by disposing of the collateral and/or pledge;
(5) Party B shall, in accordance with the law, assert the right of subrogation against the debtor of Party A, or request the court to revoke the act of Party A waiving its due creditor’s rights, transferring property for free, or transferring property at an obviously unreasonable low price. Party A shall provide all the necessary cooperation and assistance as requested by Party B;
(6) Take other remedial measures as stipulated by laws, regulations, and contractual agreements.
Article 6 Service
Party A confirms that the address and contact information specified in the supplementary terms of this contract shall be the address and contact information for service for notices served by Party B and legal documents related to debt collection, litigation (arbitration), and such address and contact information shall apply to all procedures and stages of the disputes including
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but not limited to collection, arbitration, mediation, first instance, second instance, retrial, execution, supervision, public notice and special procedures.
The process server (including but not limited to Party B, trial courts, arbitration institutions, etc.) may send notices or legal documents in one or more of the following ways. If multiple methods are used for serving, the service time shall be based on the earliest service:
(1) If served by mail or express delivery, it shall be deemed served 5 days after the process server sends the mail or express delivery, regardless of whether it is signed for, rejected or returned.
(2) Personal service can either be verbal notice or transfer of written materials or legal documents recording the notice by the process sender to the person being served. If there is a service receipt, the date on which the situation is recorded shall be the service date. If the service is refused upon personal service, the process server may take photos or videos to record the service, and retain the notice and legal documents, which shall be deemed as served. If it is collected by others, the date of collection by others shall be deemed as the service date.
(3) Electronic service, including but not limited to modern communication methods such as SMS, fax, email, instant messaging tools (such as WeChat, QQ, etc.) through the mobile phone number, fax number or email address specified in this contract, shall be deemed served as long as the process server has sent the relevant notices and legal documents to the address specified in the supplementary terms.
(4) All parties agree that online litigation activities such as service, investigation, mediation, trial, and execution can be carried out through electronic litigation platforms such as mobile micro courts.
Party A guarantees that the address and contact information provided to Party B are accurate and valid. If there is any change, Party A will promptly notify the process server to make the change. If the incorrect contact information is provided or the changed contact information is not communicated in a timely manner, resulting in the failure to receive the notice or legal document, as long as the process server has already sent the notice or legal document in any of the above agreed ways, it shall be deemed
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served, and Party A shall bear any adverse consequences that may arise from this.
If there is a transfer of creditor’s rights, the above notice service terms can also apply to notices sent by the assignee of the creditor’s rights as the delivery party.
If Party A fails to repay the loan on time or engages in other illegal activities, and Party B entrusts a mediation institution to mediate, file a lawsuit or apply for arbitration, Party A authorizes and agrees that the mediation institution, people’s court, or arbitration institution may, in accordance with the law, retrieve other phone numbers under the name of each communication operator from the mediation institution, people’s court or arbitration institution in order to obtain contact, provided that Party B still cannot obtain their phone number, and agree that the repaired contact information is one of the addresses for serving documents via SMS or phone.
Article 7 Supplementary Provisions
1. The electronic commercial draft data messages received, stored, and sent by Party B and the draft market infrastructure recognized by the People’s Bank of China related to this agreement, as well as the discount vouchers provided by Party B’s business system, are all integral parts of this agreement and have equal legal effect.
2. The application and processing of each electronic commercial draft discount under this agreement shall be based on the electronic commercial draft data messages received, stored, and sent in the draft market infrastructure recognized by Party B and the People’s Bank of China, as well as the discount vouchers provided by Party B’s business system. Party A confirms the accuracy, authenticity, and legality of the electronic commercial draft data messages received, stored, and sent in the draft market infrastructure recognized by Party B and the People’s Bank of China, as well as the discount vouchers provided by Party B’s business system, and will not raise any objections.
3. Party B has the right to designate Bank of Ningbo and any of its branches as the actual discounter/handling bank for Party A to handle the specific discounting business. Regardless of whether the actual
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discounter/handling bank of the discount business is Party B or not, all payment obligations under the discount business shall be fulfilled by Party A to Party B, and all rights shall be enjoyed by Party B. If Party A fails to repay the principal, interest, and all payable expenses to Party B in accordance with the provisions of this agreement, or fails to fulfill other obligations, Party B, as a creditor, has the right to directly claim the debt from Party A and/or the guarantor in accordance with the law.
4. This contract is governed by the laws of the People’s Republic of China.
5. Any disputes arising during the performance of this contract shall be resolved through consultation between both parties. If no agreement can be reached through negotiation, both parties agree that the plaintiff shall choose one of the following addresses in the People’s Court with jurisdiction to file a lawsuit: a. The domicile of Party B and its branch offices, and the location of their office; b. The domicile of the assignee of the creditor’s rights (if any); c. The place of contract signing; d. Place of Contract Performance. The parties to the contract agree that the hearing can be held with the aid of audio-visual transmission technology according to the situation of the competent court. Please refer to the supplementary terms for the place of signing of the contract.
6. In case of disputes arising from the performance of this contract, if the parties fail to reach an agreement through negotiation and file a lawsuit with the people’s court in accordance with the law, the value of claim shall be within the maximum limit allowed by laws, regulations, judicial interpretations, or local courts. All parties agree that the respondent court shall apply the small claims procedure for trial, and the time limit for providing evidence and defense shall not exceed seven days (which can be calculated simultaneously). Small claims procedure is the final instance of first instance, and no party is allowed to file an appeal.
In case of disputes arising from the performance of this agreement, if the parties fail to reach an agreement through negotiation and file a lawsuit with the people’s court in accordance with the law, all parties agree that the court that accepts the case lawsuit shall merge this case with other similar cases for
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trial and agree to conduct a written trial. All parties are aware and agree to submit personal information related to the case to the court during the merged hearing process, and express it in the relevant legal documents. All parties agree and promise to waive the defense of personal information protection issues arising from the merged hearing. All parties undertake to keep confidential the information of other parties known during the merged hearing process.
Article 8 Reminder and Declaration
1. This contract shall take effect once stamped by both parties. The electronic stamp affixed by Party B shall have the same legal effect as the physical stamp affixed. The specific discount business for each electronic commercial draft shall be based on the discount voucher provided by Party B. The validity period of this agreement shall be one year from the effective date. If no written objection is raised by both parties one month before the expiration of the validity period, the validity period shall be automatically extended for one year, and so on.
2. Both parties have the right to request the rescission of this agreement at any time, but must give written notice to the other party five working days in advance. The agreement shall be rescinded from the date specified in the written notice.
3. The standard terms of this agreement, the supplementary terms of this agreement, the discount vouchers provided by Party B’s business system, the electronic commercial draft data messages received, stored and sent by Party B and the People’s Bank of China recognized commercial bill related systems, Party A’s commitments, certificates, statements, etc. constitute a complete agreement. The above contract components are entered into electronically and in other ways recognized by Party B.
Party A is fully aware of and has fully understood the meaning and corresponding legal consequences of the terms of this agreement. At the same time, Party A hereby declares that: It has paid special attention to the obligations and terms unfavorable to itself and confirm its acceptance.
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Supplementary Terms of Electronic Commercial Draft Discounting Master Agreement
Party A: Zai Lab (Suzhou) Co., Ltd.
Party B: Bank of Ningbo Co. Suzhou Branch
Article 1 Party B has the right to charge an additional penalty interest of fifty percent (in words) on the unpaid portion at the discount rate.
Article 2 Party A □ agrees/does not agree to enable “Ultrafast E-Discounting”. If Party A agrees to enable the “Ultrafast E-Discounting” service, Party A is aware and acknowledges that the internet platform referred to in Article 3(3) of this agreement is / .
Article 3 Place of signing of the contract: No. 749, Ganjiang East Road, Gusu District, Suzhou City.
Article 4 Party A’s address for service and contact information:
Postal and express delivery address for service: Building 8, Biotech Industrial Park, No. 218, Sangtian Street, Suzhou Industrial Park
Recipient (or agent): Wei Xiao
Job title: Head of Finance
ID number: [***]
Contact phone number: [***]
Fax receiving number: /
Mobile SMS receiving number: [***]
Email: /
If Party A has not provided its address to Party B, or if the provided address is not detailed enough (such as not accurate to the door number), Party A agrees to use its registered address as a mailing or express delivery address. If Party A does not provide a clear email address, it agrees to use the email registered with the mobile operator as the address for service. Party A shall ensure that the email address registered with the mobile operator functions normally from the date of signing this contract.
The standard terms of this agreement and its supplementary terms constitute a complete contract.
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The following is the signature page of Party A for the standard terms and supplementary terms of the Electronic Commercial Draft Discounting Master Agreement signed between Zai Lab (Suzhou) Co., Ltd. (Party A) and Bank of Ningbo Co. Suzhou Branch (Party B).
Party A (official stamp):
Zai Lab (Suzhou) Co., Ltd.
(company chop)
JAMES SHUIZHONG YAN
(name chop)
Signing date: February 6, 2024
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The following is the signature page of Party B for the standard terms and supplementary terms of the Electronic Commercial Draft Discounting Master Agreement signed between Zai Lab (Suzhou) Co., Ltd. (Party A) and Bank of Ningbo Co. Suzhou Branch (Party B).
Party B (stamp):
Bank of Ningbo Co. Suzhou Branch
(contract chop)
Lin Ping
(name chop)
Signing date: February 6, 2024
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Exhibit 10.6
Online Working Capital Loan Master Agreement
Bank of Ningbo
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Online Working Capital Loan Master Agreement
Standard Terms
No.: 07500LK24CC1Gck
Please refer to the supplementary terms for the names of the lender and borrower
In accordance with relevant national laws, regulations, and rules, and through mutual consultation and agreement between the borrower and lender, this agreement is hereby entered into for mutual compliance. The online working capital loan in this agreement refers to the business in which the lender and the borrower sign a master loan agreement, which specifies a validity period within which the borrower can apply for loans through the lender’s online banking and other electronic channels through self-service.
Article 1 Credit Matters
1.1 The borrower initiates a loan application through electronic channels such as the lender’s online banking, and the lender agrees to issue a loan to the borrower based on the borrower’s application after review.
1.2 The loan amount, purpose, value date, maturity date, interest rate, interest rate adjustment method, and repayment method for each online working capital loan under this agreement shall be subject to the records in the promissory note issued by the lender on electronic channels such as online banking. The borrower has no objection to this. The above-mentioned promissory notes are an integral part of this agreement and cannot be separated.
1.3 The type of loan for offline and online loans under this agreement is a working capital loan. Without the written consent of the lender, the borrower shall not change the loan purpose specified in the promissory note.
1.4 The value date for each online working capital loan under this agreement must be within the validity period of this agreement.
1.5 In the performance of the agreement, if a certain value date or maturity date is a non-bank working day, it shall be postponed to the next bank working day.
1.6 Interest rates and adjustment methods
1.6.1 The RMB loan interest rate is determined based on the loan prime rate (LPR) by adding or subtracting basis points, and the annual interest rate is calculated using the following formula: Daily interest rate = annual interest rate/360. The specific loan interest rate shall be based on the promissory note recorded at the time of each loan disbursement. The interest rate and calculation
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rules for foreign currency loans shall be subject to the promissory note records and relevant supplementary agreements (if any) at the time of each loan disbursement.
1.6.2 Loan interest shall be calculated based on the actual number of days since the loan is transferred to the borrower’s designated account.
1.6.3 Before the disbursement of the loan, if the LPR is adjusted and applied to the loan under this agreement, the new LPR shall be applied and the new loan interest rate shall be re-determined and executed according to the basis points addition or subtraction stipulated in Article 1.6.1 of this agreement.
1.6.4 After the loan is disbursed, if the LPR is adjusted and applied to the loan under this agreement, the adjustment method of the loan interest rate shall be based on the corresponding promissory note. The specific situation is as follows:
(1) Adjustment on January 1st of the following year: Starting from January 1st of the following year after the date of each LPR adjustment, the adjusted LPR will be applied (if the LPR has been adjusted twice or more within a calendar year). Determine and implement the new loan interest rate based on the last adjusted LPR within the calendar year and the corresponding basis points for addition and subtraction;
(2) Adjustment on a monthly/quarterly/semi-annual/annual basis: Adjustment on a monthly/quarterly/semi-annual/annual basis refers to the adjustment of the corresponding day of each month/quarter/half-year/year (if there is no corresponding day, it is the last day of that month/quarter/half-year/year), and the LPR at the time of the adjustment (if the LPR is adjusted twice or more within the period specified in this clause). Determine and implement the new loan interest rate based on the last adjusted LPR during the period and the corresponding basis points for addition and subtraction. (The terms “month/quarter/half-year/year” in this clause are collectively referred to as “periods”.)
(3) Fixed interest rate: Continue to execute the original interest rate recorded in the corresponding promissory note, regardless of the interest in the periods;
(4) Immediate adjustment: Starting from the day of each LPR adjustment, the new loan interest rate will be determined based on the adjusted LPR and corresponding basis points, and the interest will be calculated based on the interest rate applicable in the specific period.
1.6.5 The lender may adjust the loan interest rate in a timely manner based on changes in external market interest rates and actual business needs.
1.7 Repayment method
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The repayment of principal and interest adopted in this contract shall be based on the corresponding promissory note, and the specific situation is as follows:
(1) Adopting equal principal and interest repayment on schedule
① If the repayment date of each installment is the corresponding day of the entire period from the date of loan disbursement (if there is no corresponding day, the repayment date is the last day of the ending month), from the month of loan disbursement, the loan principal and interest shall be repaid in equal amounts for each installment. The calculation formula is:
Equal repayment of principal and interest per installment = loan principal balance × interest rate of the period × (1 + loan interest rate of the period) number of repayment periods ÷ [(1 + loan interest rate of the period) number of repayment periods -1]
② If the repayment date of each installment is not the corresponding day of the entire loan disbursement date, the calculation formula for the repayment principal and interest of each installment except for the first and last installments is the same as above. The calculation formula for the repayment principal and interest of the first and last installments is:
First repayment of loan principal = balance of loan principal × interest rate of the period × (1 + loan interest rate of the period) number of repayment periods ÷ [(1 + loan interest rate of the period) number of repayment periods -1] - loan principal balance × interest rate of the period
First interest repayment = loan principal balance × actual number of days in the first period × daily interest rate
First principal and interest repayment amount = first principal repayment + first interest repayment
Final principal repayment = loan principal balance
Final interest repayment = loan principal balance × actual number of days in the final period × daily interest rate
Final principal and interest repayment amount = final principal repayment + final interest repayment
(2) Adopting equal principal repayment on schedule
① If each repayment date is the corresponding day of the entire loan period from the date of loan disbursement (if there is no corresponding day, the repayment date is the last day of the final month), the loan principal shall be repaid in equal installments from the month of loan disbursement, and the loan interest shall decrease gradually with the principal. The calculation formula is:
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Principal repayment per installment = loan principal ÷ total number of installments
Interest on each installment of the loan = (loan principal - cumulative repaid principal) × interest rate of the period
The amount of principal and interest to be repaid in each installment = principal to be repaid in each installment + interest to be repaid in each installment
② If the repayment date of each installment is not the corresponding day of the entire loan disbursement date, the calculation formula for the repayment principal and interest of all other installments except for the first and last installments is the same as above. The calculation formula for the repayment principal and interest of the first and last installments is:
First principal repayment = loan principal ÷ total number of installments
First interest repayment = loan principal balance × actual number of days in the first period × daily interest rate
First principal and interest repayment amount = first principal repayment + first interest repayment
Final principal repayment = loan principal balance
Final interest repayment = loan principal balance × actual number of days in the final period × daily interest rate
Final principal and interest repayment amount = final principal repayment + final interest repayment
(3) If interest is settled on a monthly/quarterly/semi-annual/annual basis and principal is repaid in installments, the interest settlement date shall be the 20th day of the end of each month/quarter-end month/half-year-end month/year-end month, and the interest payment date shall be the calendar day following the interest settlement date. The loan principal shall be repaid in installments. The number of repayment installments, repayment amount for each installment, and repayment date of the loan principal shall be subject to the attached promissory note;
(4) If interest is settled on a monthly/quarterly/semi-annual/annual basis and the principal and interest are repaid upon maturity, the interest settlement date shall be the 20th day of the end of each month/quarter-end month/half-year-end month/year-end month, and the interest payment date shall be the calendar day following the interest settlement date. The principal and interest of the loan shall be repaid upon maturity;
(5) For loans that adopt a one-time repayment of principal and interest upon maturity, the principal and interest shall be repaid in full at the maturity of the loan, and the interest shall be settled together with the principal.
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1.8 Withdrawal Conditions
Unless waived in whole or in part by the lender, the borrower shall meet the following conditions before each withdrawal; otherwise, the lender has the right to refuse the borrower’s withdrawal application:
1.8.1 The borrower shall continue to be legal and valid, and shall continue to comply with its commitments under this agreement;
1.8.2 This agreement has come into effect and the guarantee agreement under this agreement is legally established and has come into effect;
1.8.3 The obligations under this agreement have been fully fulfilled and there has not been any breach of contract as stipulated in this agreement;
1.8.4 Other relevant materials for loan processing have been provided as requested by the lender.
1.9 Payment of loan funds
1.9.1 The payment methods for loan funds under this agreement include the following two payment methods:
(1) Entrusted payment by the lender refers to the lender paying the loan funds to the borrower’s counterparty that meets the purpose specified in this contract based on the borrower’s withdrawal application and payment entrustment;
(2) The borrower makes independent payment, which means that the lender disburses the loan funds to the borrower’s account based on the borrower’s withdrawal application, and the borrower makes independent payment to the borrower’s trading partners who meet the agreed purpose in the agreement;
The lender may independently decide the payment method for the loan under this agreement based on the relevant information provided by the borrower, in combination with relevant laws, regulations, and lender policies.
1.9.2 The borrower agrees that in the case of entrusted payment, the lender shall first transfer the loan to the borrower’s account, and then directly transfer it to the borrower’s trading partner account from the borrower’s account.
During the period when the loan funds remain in the borrower’s account, the borrower shall not withdraw them, and if compulsory measures are taken during this period, including but not limited to freezing, deduction, etc., the borrower shall bear the responsibility, which is not related to the lender. The borrower shall still be responsible for repayment.
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1.9.3 Regardless of whether the lender is entrusted to make payment or the borrower makes payment independently, once the loan funds are transferred to the borrower’s account according to the borrower’s application or commission, it shall be deemed that the borrower has successfully withdrawn funds under this agreement, and the lender’s obligation to lend has been fulfilled. The borrower shall repay the loan in accordance with the loan agreement.
1.9.4 If the borrower adopts the entrusted payment method of the lender, the borrower shall provide corresponding business agreements and other supporting materials related to the loan purpose, as well as payment entrustment letters and other materials as requested by the lender. The lender shall fulfill the loan obligation after apparent review and approval. Otherwise, the lender has the right to refuse the loan. If the borrower makes independent payments, the borrower shall report the payment status of the loan funds as required by the lender every three months after the loan, provide loan fund usage records and materials that meet the lender’s requirements, and provide corresponding account information, payment vouchers and other materials to the lender for inspection. Otherwise, the lender has the right to exercise any one or more of the lender’s rights as stipulated in Article 2.3 of this agreement.
1.9.5 Under the condition of independently payments, the lender agrees that the borrower may choose to go to the lender’s counter, use online banking (if applicable), or complete the loan withdrawal procedures in a manner agreed upon by other lenders. The borrower agrees to process the loan withdrawal in accordance with the relevant regulations of the lender, and confirms all loans processed through counters, online banking, or other methods agreed upon by the lender.
1.10 Fund recovery account: The borrower shall open a dedicated account for fund recovery at the lender or any branch of Bank of Ningbo, and promptly provide the lender with information on the inflow and outflow of funds in the account. The specific fund recovery account shall be consistent with the repayment account. The lender has the right to recover the loan in advance based on the borrower’s fund recovery situation.
1.11 Repayment account: The borrower shall open a repayment account with the lender or any branch of Bank of Ningbo, and deposit the full amount of principal and interest repayment into the repayment account before each repayment date, and authorize the lender to deduct from the repayment account. The specific repayment account shall be subject to the repayment account specified in the promissory note. If the borrower has outstanding loan principal, interest or other expenses, they shall promptly deposit them into the repayment account and authorize the lender to deduct them at any time. If there is a change in the LPR,
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the borrower shall timely and fully deposit the repayment of principal and interest. Otherwise, all consequences arising from this, including but not limited to the imposition of penalty interest and adverse effects on the borrower’s credit record, shall be borne by the borrower themselves and have no involvement with the lender. If the repayment account is reported lost, frozen, suspended, or settled, or if the borrower needs to change the repayment account, the borrower shall go to the lender to handle the procedures for changing the repayment account. Before the change procedures take effect, if the original repayment account can no longer transfer funds, the borrower shall go to the counter to process the repayment. If the borrower fails to handle the procedures for changing the repayment account in a timely manner or fails to go to the counter for repayment in a timely manner, resulting in the failure to repay the due loan principal, interest, and other expenses on time and in full, the borrower shall bear the liability for breach of contract.
1.12 In this agreement, “period” refers to a month or an integer multiple of a month, and the corresponding “interest rate of the period” is an integer multiple of the annual interest rate / 12 × month(s). “Quarter-end month” refers to March, June, September, or December; “half-year end month” refers to June or December; “year-end month” refers to December.
1.13 After the lender and borrower sign this agreement, there is no need to sign a working capital loan agreement for each transaction when handling the online lending business.
Article 2 Rights and Obligations of the Lender
2.1 The lender has the right to recover or recover in advance the loan principal, interest, compound interest, penalty interest, and other debts in accordance with this agreement and the corresponding promissory notes.
2.2 The lender has the right to understand the borrower’s production and operation, financial activities, material inventory, and loan usage, and to inspect the use and management of the collateral at any time. The lender requires the borrower to provide truthful and complete financial statements, documents, and information on a monthly basis, and has the right to query, print, save, and use the borrower’s basic information and credit reports through the People’s Bank of China credit reporting system or other institutions and systems in accordance with relevant regulations.
2.3 During the validity period of this agreement, if the borrower or its affiliates or actual controllers encounter any of the following situations, the lender has the right to recognize all the credits it extends to the borrower to become due prematurely, including but not limited to loans, discounting, bank acceptance drafts, international trade financing, bank guarantees,
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etc., and has the right to: (1) Rescind the relevant agreements and agreements signed with the borrower in advance, including but not limited to this agreement; (2) Stop issuing new loans and announce that all loans under this agreement will expire early, and all loan principal, interest, and expenses will be recovered in advance; (3) Directly deduct the corresponding amount from any account of the borrower to repay the loan principal, interest, and expenses, and notify the borrower; (4) Request additional collateral measures recognized by the lender; (5) File a lawsuit to the people’s court and take asset preservation measures such as seizure, freezing, and withholding; (6) Other asset preservation measures. At the same time, all branches of Bank of Ningbo also have the aforementioned rights over the borrower.
(1) The borrower has been suspended, closed down, dissolved, taken over, deregistered, declared bankrupt, suspended for rectification, revoked or revoked of business license;
(2) The borrower conceals important facts related to the conclusion of this agreement or provides false information, situations or statements, or the provided information containing false information; or provide false statements, vouchers, documents and other materials to the lender during the validity period of this agreement;
(3) If the borrower fails to repay the loan principal and interest in accordance with this agreement and the corresponding promissory note (including announcement of early maturity; including situations where the loan has been repaid after going overdue);
(4) The borrower fails to use the loan in accordance with this agreement and the corresponding promissory note;
(5) The borrower fails to fulfill the obligations agreed upon with the lender or a third party or the obligations stipulated by laws and regulations;
(6) Disposal (including but not limited to gift, transfer, assign, or sell at a low price) of any assets by the borrower before repaying the lender’s debt, which may or has already affected its ability to repay its debts to the lender;
(7) The borrower’s credit condition has declined, their business activities have encountered difficulties, their financial condition has deteriorated, or they have exceeded the financial indicators set by the lender or agreed upon by both parties;
(8) The borrower fails to pay the loan funds in the agreed manner;
(9) The borrower is involved in economic disputes or lawsuits, or any of its assets are subject to preservation measures such as seizure, freezing, or withholding;
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(10) If the borrower is prosecuted or fined for suspected illegal activities, or if the legal representative or main person in charge of the borrower is detained, arrested, subjected to compulsory measures, prosecuted, sentenced or fined for suspected illegal activities;
(11) The borrower fails to perform any of the obligations stipulated in this agreement and the corresponding promissory note, or violates any of the terms and commitments stipulated in this agreement and the corresponding promissory note;
(12) The guarantee agreement under this agreement becomes invalid; the guarantor’s guarantee ability decreases; the value of the collateral decreases; preservation measures such as seizure, freezing, or deduction of the collateral are adopted, affecting the security of the creditor’s rights under this agreement;
(13) The guarantor violates the provisions of the guarantee agreement;
(14) The borrower’s affiliated parties or actual controllers have experienced the events listed in items (1), (5), (7), (9), and (10) of this clause, as well as other changes that are not conducive to the realization of the lender’s creditor rights, and the borrower has failed to provide the lender’s recognized guarantee as required by the lender; (the definition of related parties can be found in Accounting Standard for Business Enterprises No. 36 - Disclosure of Related Parties and its modified versions; the definition of actual controller can be found in the Company Law of the People’s Republic of China and its modified versions.)
(15) Any other events that, in the judgment of the lender, have an adverse impact on the borrower’s repayment obligations under this agreement, in addition to the aforementioned events.
The lender has complete independence to judge whether the above situation occurs.
2.4 During the loan payment process, if the lender, based on its independent judgment, believes that the borrower has one or more of the following situations, the lender has the right to: (1) Change the loan payment method from independent payment to entrusted payment (including partial entrusted payment); (2) Stop the disbursement and payment of loan funds; (3) Negotiate with the borrower to supplement the loan disbursement and payment terms.
(1) The borrower’s credit status has declined;
(2) The borrower’s main business profitability is not strong;
(3) The borrower’s loan fund usage is abnormal.
2.5 If the borrower fails to repay the loan principal, interest, compound interest, penalty interest and other debts due (including early maturity) as agreed, the lender has the right to deduct the corresponding amount from all accounts opened by the borrower with Bank of
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Ningbo and its branches for repayment and notify the borrower. When the lender deducts the borrower’s outstanding fixed deposit and needs to withdraw it in advance, interest shall be calculated and paid according to the demand deposit interest rate announced on the withdrawal date. If partial advance withdrawal is required, interest shall be calculated and paid based on the current deposit interest rate announced on the withdrawal date, while interest shall be calculated and paid based on the fixed deposit interest rate on the account opening date of the remaining portion upon maturity. The interest loss incurred due to deduction shall be borne by the borrower. The borrower hereby irrevocably authorizes the lender to deduct the above-mentioned amount at any time.
2.6 If the borrower breaches this agreement, evades the lender’s supervision, conceals important facts related to this agreement, or provides false information and circumstances or is involved in other illegal activities, the lender has the right to provide the relevant information to the collection agency for collection purposes in accordance with the law, or notify relevant departments or authorities. The borrower irrevocably authorizes the lender to provide the relevant information such as the borrower’s name and contact information to the collection agency for the purpose of collection. The collection agency has the obligation to keep the borrower’s information confidential and shall not use the borrower’s information beyond the collection purpose. Meanwhile, the lender has the right to hold the borrower liable for breach of contract in accordance with laws, regulations, and the provisions of this agreement.
2.7 The lender has the right to participate in activities such as large-scale financing, asset sales, and bankruptcy liquidation of the borrower.
2.8 The borrower and the mortgager (pledger) shall complete legal procedures such as mortgage (pledge) registration and property insurance in accordance with the lender’s requirements, and the guarantee and insurance shall remain valid. The lender has the right to request to become the first priority insurance claim holder and obtain copies of relevant insurance agreements or insurance documents. Otherwise, the lender has the right to refuse to provide the loan under this agreement.
2.9 The lender has the right to request the borrower to promptly complete the loan reconciliation work.
2.10 On the premise that the borrower and guarantor fulfill the obligations stipulated in this agreement and the guarantee agreement, the lender shall issue a loan to the borrower in accordance with the provisions of this agreement and the corresponding promissory note. The lender has the
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right to entrust the head office and other branches of Bank of Ningbo, any payment bank or agent bank of Bank of Ningbo to issue loans to the borrower in accordance with the provisions of this agreement. The borrower has no objection to this and promises that the performance of the head office and other branches, payment banks or agents of Bank of Ningbo shall be deemed as the lender’s performance. All payment obligations under this agreement shall be fulfilled by the borrower to the lender, and all rights are enjoyed by the lender. If the borrower defaults, the lender has the right to directly claim creditor’s rights against the borrower.
2.11 Any event that poses a threat to the normal operation of the guarantor of the loan under this agreement or has a significant adverse impact on its corresponding guarantee ability for its debts under this agreement, including but not limited to production suspension, business closure, cancellation of registration, revocation of business license, bankruptcy, difficulties in business activities, deterioration of financial condition, legal representative or main person in charge suspected of engaging in illegal activities If it involves litigation activities, major economic disputes, asset preservation measures such as seizure, freezing, or deduction of assets, or if the value of collateral, pledge, or pledge rights used as collateral for loans under this agreement decreases and asset preservation measures such as seizure, freezing, or deduction are taken, and the borrower fails to provide the required collateral as requested by the lender, the lender also has the right to take all the measures stipulated in Article 2.3 of this agreement.
Article 3 Borrower’s Commitment and Authorization
3.1 The borrower shall provide genuine, complete, and effective materials to the lender.
3.2 The borrower shall cooperate with the lender to manage loan payments, post loan management, and related inspections.
3.3 The borrower shall not use the loan funds for fixed assets, equity and other investments, and shall not use the loan funds for areas and purposes prohibited by the state from production and operation; it shall not evade the lender’s entrusted payment by breaking up the whole into parts.
3.4 The borrower undertakes to fully fulfill all obligations under this agreement.
3.5 The borrower promises to strengthen environmental risk management during the operation and management process, and voluntarily accepts the supervision of the borrower’s environmental risk situation by the lender or the entrusted party. When an environmental risk event occurs during the borrower’s business process, they must proactively inform the lender. Based on the its
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judgment, the lender has the right to request the borrower to provide relevant materials such as environmental risk reports.
3.6 The borrower agrees to irrevocably authorize the lender (including each branch of the lender) to have the right, in accordance with the law, to access credit information service platforms established by national or local governments in accordance with the law, such as financial credit information basic databases, inclusive financial credit information service platforms, or through various risk information sharing systems, risk warning systems, etc., when reviewing the borrower’s credit business application and post-loan risk management of credit business information databases for water and electricity usage, as well as other legally established credit information databases or credit reporting agencies, for querying, printing, using, and storing basic information and credit information of the unit. At the same time, the borrower agrees to irrevocably authorize the lender to provide the borrower’s basic information and credit information to the above-mentioned platform, system, information database or institution in accordance with the law for the purpose of meeting regulatory reporting requirements. Regardless of whether the business stipulated in this agreement is approved or not, the borrower agrees that the lender shall retain the borrower’s credit report and other information, and the lender shall ensure the use of the aforementioned query information within the authorized scope.
Article 4 Rights and Obligations of the Borrower
4.1 The borrower has the right to obtain and use the loan in accordance with this agreement and the corresponding promissory note.
4.2 The borrower shall settle the loan principal, interest, compound interest, penalty interest, as well as reasonable expenses such as litigation fees, preservation fees, execution fees, lawyer fees, travel expenses, etc. in accordance with this agreement and the corresponding promissory notes, and hereby irrevocably authorizes the lender to deduct them in accordance with Article 2.5 of this agreement.
4.3 The borrower can use the loan for the purposes agreed upon in this agreement, without misappropriating or diverting the loan.
4.4 The borrower shall provide the lender with truthful and complete financial statements or other relevant materials and information on a monthly basis, and actively cooperate with the lender’s inspection of its production and operation, financial status, material inventory, and loan usage under this agreement.
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4.5 If the borrower takes any actions such as shareholding reform, merger, consolidation, separation, capital reduction, external investment, substantial increase in debt financing, application for suspension of business for rectification, application for dissolution, application for bankruptcy, or other actions that may cause changes in the debt relationship under this agreement or affect the realization of the lender’s loan rights before the debt repayment under this agreement is completed, the borrower shall notify the lender in writing 30 days before the implementation of the above actions, simultaneously implementing debt repayment responsibilities or early repayment of debts, and obtaining written consent from the lender, or the above actions shall not be taken.
4.6 Any other event that poses a threat to the normal operation of the borrower or has a significant adverse impact on the performance of repayment obligations under this agreement, including but not limited to any of the circumstances stipulated in Article 2.3 of this agreement, shall be communicated in writing to the lender within 3 days of the occurrence of the above situation and repayment measures shall be implemented.
4.7 If the borrower provides guarantee for the debts of others or sets up mortgage or pledge guarantees with their main assets to third parties before the completion of debt repayment under this agreement, which may affect their ability to repay the debts under this agreement, they shall notify the lender in writing in advance and obtain the written consent of the lender.
4.8 The borrower shall not withdraw or transfer funds, dispose of assets at a low price, gift assets, or transfer shares without authorization, in order to evade debts to the lender or weaken their own debt repayment ability.
4.9 If the borrower changes its name, legal representative, legal address, business scope, mailing address, contact phone number, etc., it shall send the lender a written notice and relevant proof of change issued by the competent authorities for industry and commerce within 5 days after the change. Otherwise, all responsibilities and consequences arising from this shall be borne by the borrower.
4.10 If the guarantor of the loan under this agreement ceases production, closes business, cancels registration, has its business license revoked, goes bankrupt, or incurs operational losses, and partially or completely loses the corresponding guarantee ability for the debt under this agreement, or if the value of the collateral, pledged property, or pledge rights used as collateral for the loan under this agreement decreases or there is a ownership dispute, the borrower shall provide other guarantee measures recognized by the lender within 10 days after the occurrence of the above situation.
4.11 The borrower is obliged to cooperate with the lender’s loan reconciliation work.
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4.12 The borrower shall bear the legal services, insurance, transportation, registration, storage, appraisal, notarization, deposit, guarantee and other expenses related to this agreement and the guarantees under this agreement in accordance with the requirements of laws and regulations.
4.13 Upon receiving the collection letter or collection document delivered directly or by mail from the lender, the borrower shall immediately sign for acceptance and deliver the receipt to the lender either immediately or within 3 days.
4.14 The borrower needs to strengthen environmental and social risk management. If the borrower is involved in significant environmental and social risks, it shall submit an environmental and social risk report. The borrower declares and guarantees that the internal management documents related to environmental and social risks comply with legal and regulatory requirements and are effectively implemented, and there are no major litigation cases related to environmental and social risks. The borrower undertakes to accept the supervision of the lender. If the borrower’s statements, guarantees, and commitments related to environmental and social risk management are not fulfilled seriously, or if it is punished by the relevant government departments or strongly questioned by the public and/or media due to poor environmental and social risk management, the lender has the right to revoke the credit commitment already made, suspend the disbursement of the loan until the borrower takes mitigation measures recognized by the lender, recovers the loan issued in advance, exercise relevant mortgage and pledge rights when the loan cannot be repaid.
Article 5 Liability for Breach of Contract
5.1 After this agreement takes effect, both parties shall fulfill the obligations and commitments stipulated in this agreement. If either party fails to fulfill in full or in part the agreed obligations or commitments, it shall bear the corresponding liability of breach of contract and compensate for the losses caused to the other party as a result.
5.2 If the borrower’s losses are caused by the lender’s breach of contract, the lender shall be responsible for compensation. The scope of compensation is limited to the borrower’s direct losses and does not include indirect losses, expected losses, etc.
5.3 If the borrower fails to repay the loan principal as agreed upon loan maturity (including being announced as early maturity), the lender will charge a certain percentage of penalty interest on the overdue loan based on the actual number of overdue days, at the loan interest rate level agreed upon in this agreement. Please refer to the supplementary terms for the specific proportion of overdue penalty interest.
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5.4 If the borrower fails to use the loan for the agreed purpose, the lender has the right to charge a certain percentage of misappropriation penalty interest on the loan amount used by the borrower from the date of default, based on the actual number of days of default, at the loan interest rate level specified in this agreement. The specific proportion of misappropriation penalty interest is detailed in the supplementary terms.
5.5 For any unpaid interest payable by the borrower, the lender has the right to charge compound interest to the borrower. Compound interest shall be charged on the unpaid interest payable by the borrower during the loan period in accordance with the interest rate and settlement method stipulated in this agreement. If the borrower’s loan is overdue or not used for the purpose specified in this agreement, the unpaid interest shall be compounded at the total interest rate and interest settlement method of the loan interest rate and penalty interest rate specified in this agreement.
5.6 When the loan interest rate under this agreement is adjusted, the penalty interest rate shall be automatically adjusted in accordance with the percentages agreed in Articles 5.3 and 5.4 of this agreement based on the adjusted loan interest rate, and shall apply simultaneously with the loan interest rate, calculated based on the specific periods.
5.7 If the borrower intentionally conceals important facts related to the conclusion of this agreement or provides false information or circumstances, the lender has the right to charge the borrower a penalty of 10% of the loan balance already issued under this agreement.
5.8 The borrower shall bear the expenses paid by the lender in the process of realizing the creditor’s rights, including but not limited to litigation fees, arbitration fees, preservation fees, enforcement fees, lawyer’s fees, travel expenses, and other expenses for realizing the creditor’s rights.
5.9 If the borrower violates the obligations stipulated in this agreement or the guarantor of the loan under this agreement violates the obligations stipulated in the guarantee agreement, the borrower shall not only bear the liability for breach of contract as stipulated in this agreement, but also have the right to recognize all the credits it extends to the borrower to become due prematurely, including but not limited to loans, discounting, bank acceptance drafts, international trade financing, bank guarantees, etc., and has the right to take all measures stipulated in Article 2.3 of this agreement.
5.10 If there is a mortgage guarantee for the creditor’s rights under this agreement, and the relevant mortgage certificates fail to go through the relevant certificate and mortgage registration procedures as required by the lender before the certificate expiration, the lender
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has the right to declare that all the credits it extends to the borrower to become due prematurely, and has the right to require the borrower to take remedial measures such as early deposit of full security deposit and additional guarantee.
Article 6 Effectiveness, Modification, Transfer, Rescission and Termination of the Agreement
6.1 This agreement shall take effect once stamped by both parties of the loan. The electronic stamp affixed to this contract has the same legal effect as the physical stamp. The validity period of this agreement shall be one year from the effective date. If no written objection is raised by both parties one month before the expiration of the validity period, the validity period shall be automatically extended for one year, and so on. If there are still outstanding working capital loan under the original agreement, the original agreement shall remain binding on all parties until all businesses under the original agreement are completed. All business that occurs after the effective date of this agreement shall be handled in accordance with the provisions of this agreement.
6.2 With the consent of the lender, the borrower may apply for early repayment, and the lender has the right to charge a corresponding penalty according to a certain percentage of the early repayment amount. The penalty collection percentage is detailed in the supplementary terms.
6.3 If the borrower requests an extension of the loan, they shall submit a written application for extension and a written opinion from the guarantor agreeing to continue the guarantee to the lender 7 days before the loan matures. After the lender reviews and agrees, an extension agreement shall be signed. Only after the extension agreement takes effect can the loan under this agreement be extended accordingly.
6.4 After this agreement takes effect, except as otherwise agreed in this agreement or as required by laws and regulations, neither party shall unilaterally modify or rescind this agreement. If this agreement needs to be changed or rescinded, both parties shall negotiate and reach a written agreement. Until a written agreement is reached, all provisions of this agreement shall remain valid. In case of any change of the agreement, the consent of the customer shall be sought through telephone, SMS, etc., and the announcement shall be made through our bank’s WeChat official account or website.
6.5 The lender may transfer its rights under this agreement to a third party without obtaining the borrower’s consent. The notice of the transfer of rights by the lender can be made in writing or by publishing an announcement on the lender’s official website (http://www.nbcb.com.cn), partner channel official website, public media, or other forms recognized
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by regulatory authorities. The borrower hereby irrevocably authorizes the lender as its agent to sign all necessary agreements and documents with the aforementioned third parties to complete the relevant transfer. The borrower hereby confirms that the agreements and documents signed between the lender and the aforementioned third party constitute valid legal documents between the borrower and the third party, confirming the debt relationship between the borrower and the third party, and have legal binding force on both the borrower and the third party.
The lender shall transfer the loan creditor’s rights under this agreement to a third party. If the borrower has the corresponding right of defense or set off against the lender, they shall raise the right of defense or set off within five working days from the date of announcement. Failure to raise the right of defense or set off shall be deemed as recognition of the transfer of the creditor’s rights.
6.6 Without the written consent of the lender, the borrower shall not transfer any of its obligations under this agreement to a third party.
Article 7 Application of Law and Dispute Resolution
7.1 The conclusion, validity, interpretation, performance, and dispute resolution of this agreement shall be governed by the laws of the People’s Republic of China (excluding the laws of Hong Kong, Macau, and Taiwan for the purpose of this Agreement).
7.2 In case of disputes arising from the performance of this agreement, both parties may resolve them through negotiation. If no agreement can be reached through negotiation, both parties agree that the plaintiff shall choose one of the following addresses for the People’s Court with jurisdiction to file a lawsuit: a. The location of the lender and its branch offices, and the location of its office; b. The borrower’s place of residence; c. The domicile of the assignee of the creditor’s rights (if any); d. The place of signing the agreement; e. The place of performance of the agreement. The parties to the agreement agree that the hearing can be held with the aid of audio-visual transmission technology according to the situation of the competent court. Please refer to the supplementary terms for the place of signing the agreement.
7.3 In case of disputes arising from the performance of this agreement, if the parties fail to reach an agreement through negotiation and file a lawsuit with the people’s court in accordance with the law, the value of claim shall be within the maximum limit allowed by laws, regulations, judicial interpretations, or local courts. All parties agree that the respondent court shall apply the small claims procedure for trial, and the time limit for providing evidence and defense shall not
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exceed seven days (which can be calculated simultaneously). Small claims procedure is the final instance of first instance, and no party is allowed to file an appeal.
7.4 In case of disputes arising from the performance of this agreement, if the parties fail to reach an agreement through negotiation and file a lawsuit with the people’s court in accordance with the law, all parties agree that the court that accepts the case lawsuit shall merge this case with other similar cases for trial and agree to conduct a written trial. All parties are aware and agree to submit personal information related to the case to the court during the merged hearing process, and express it in the relevant legal documents. All parties agree and promise to waive the defense of personal information protection issues arising from the merged hearing. All parties undertake to keep confidential the information of other parties known during the merged hearing process.
7.5 During the negotiation, litigation or arbitration period, the provisions of this agreement that are not involved in the disputes shall still be fulfilled by all parties, and neither party shall refuse to perform any obligations under this agreement on the grounds that the dispute resolution process is ongoing.
Article 8 Other Matters
8.1 The invalidity or revocation of certain provisions under this Agreement shall not affect the validity of other provisions, which shall remain valid.
8.2 Service
8.2.1 The borrower confirms that the address and contact information specified in the supplementary terms of this agreement shall be the address and contact information for service for notices served by the lender and legal documents related to debt collection, litigation (arbitration), and such address and contact information shall apply to all procedures and stages of the disputes including but not limited to collection, arbitration, mediation, first instance, second instance, retrial, execution, supervision, public notice and special procedures.
The process server (including but not limited to lenders, trial courts, arbitration institutions, etc.) may send notices or legal documents in one or more of the following ways. If multiple methods are used for serving, the service time shall be based on the earliest service:
(1) If served by mail or express delivery, it shall be deemed served 5 days after the process server sends the mail or express delivery, regardless of whether it is signed for, rejected or returned.
(2) Personal service can either be verbal notice or transfer of written materials or legal documents recording the notice by the process sender to the person being served. If there is a
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service receipt, the date on which the situation is recorded shall be the service date. If the service is refused upon personal service, the process server may take photos or videos to record the service, and retain the notice and legal documents, which shall be deemed as served. If it is collected by others, the date of collection by others shall be deemed as the service date.
(3) Electronic service, including but not limited to modern communication methods such as SMS, fax, email, instant messaging tools (such as WeChat, QQ, etc.) through the mobile phone number, fax number or email address specified in this agreement, shall be deemed served as long as the process server has sent the relevant notices and legal documents to the address specified in the supplementary terms.
(4) All parties agree that online litigation activities such as service, investigation, mediation, trial, and execution can be carried out through electronic litigation platforms such as mobile micro courts.
The borrower guarantees that the address and contact information provided to the lender are accurate and valid. If there is any change, the borrower will promptly notify the process server of the change. If the incorrect contact information is provided or the changed contact information is not communicated in a timely manner, resulting in the failure to receive the notice or legal document, as long as the process server has already sent the notice or legal document in any of the above agreed ways, it shall be deemed served, and the borrower shall bear any adverse consequences that may arise from this.
If there is a transfer of creditor’s rights, the above notice service terms can also apply to notices sent by the assignee of the creditor’s rights as the delivery party.
8.2.2 If the borrower fails to repay the loan on time or engages in other illegal activities, and the lender entrusts a mediation institution to mediate, file a lawsuit or apply for arbitration, the borrower authorizes and agrees that the mediation institution, people’s court, or arbitration institution may, in accordance with the law, retrieve other phone numbers under the name of each communication operator from the mediation institution, people’s court or arbitration institution in order to obtain contact, provided that the lender still cannot obtain their phone number, and agree that the repaired contact information is one of the addresses for serving documents via SMS or phone.
8.3 Both parties hereby agree to confirm the legal validity of telephone recordings and faxes, and promise that they can be submitted as evidence to dispute resolution institutions such as courts and arbitration commissions. During the period when the original document is
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in transit, the validity of the fax document is equivalent to that of the original document. The fax number specified by the borrower in this agreement shall not be changed arbitrarily. When the fax number is changed, the borrower shall provide a written explanation to the lender. Otherwise, the borrower shall bear all responsibilities arising from this. The borrower shall ensure the fax it sends is consistent with the original; otherwise, the borrower shall bear the corresponding responsibilities.
8.4 The headings of each clause in this agreement are for the convenience of reference only, and no provision of this contract shall be interpreted or understood solely based on the headings.
8.5 Except as stipulated in this agreement or relevant laws and regulations, any act, omission, delay in taking action or any other measures taken by the observant party for the breach or non-performance of any agreement or obligation contained in this agreement at any time shall not be considered as a waiver of any rights enjoyed by the observant party under this agreement, unless the observant party expressly states in writing.
8.6 If either party to this agreement requests notarization of the agreement, the parties shall jointly submit a notarization application to the notary office and clearly grant the agreement the effect of compulsory execution. The notarization fees and relevant expenses shall be borne by the borrower. At the same time, the borrower agrees that this agreement shall have compulsory enforcement effect after being notarized. If the borrower fails to fulfill its obligations under this agreement, the lender may apply for enforcement to the people’s court with jurisdiction in accordance with the law.
8.7 If this agreement cannot be fully fulfilled due to changes in regulations, rules, policies, or the introduction of emergency measures, the lender shall not be liable for any responsibility.
8.8 Any matters not covered in this agreement shall be handled in accordance with laws and regulations, the People’s Bank of China, the China Banking and Insurance Regulatory Commission, and relevant regulations of the lender.
Article 9 The standard terms of this agreement, the supplementary terms of this agreement, the supplementary agreement to this agreement, the promissory note, the borrower’s commitment, proof, and payment entrustment letter shall constitute a complete agreement. The above-mentioned agreement components may be entered into in paper, electronic form, or other methods recognized by the lender.
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Article 10 Reminder and Declaration
The lender has drawn the borrower’s attention to a comprehensive and accurate understanding of the terms of this agreement. The contracting parties are fully aware of and have fully understood the meaning and corresponding legal consequences of the terms of this agreement.
The borrower is aware that: If the interest rate rises between the value date and the maturity date, choosing a floating rate will increase interest expenses. If the interest rate decreases between the value date and the maturity date, choosing a fixed interest rate will increase interest expenses.
At the same time, the borrower hereby declares that: It has paid special attention to the obligations and terms unfavorable to itself, especially those highlighted in bold, and confirm their acceptance.
(The above is the standard terms section of this agreement, and the following is the supplementary terms section of this agreement)
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Supplementary Terms of Online Working Capital Loan Master Agreement
No.: 07500LK24CC1Gck
Lender: Bank of Ningbo Co. Suzhou Branch
Borrower: Zai Lab (Suzhou) Co., Ltd.
Article 1 If the borrower fails to repay the loan principal as agreed, the lender shall charge an additional penalty interest of fifty percent (in words) for overdue payment. If the borrower fails to use the loan for the agreed purpose, the lender shall charge an additional misappropriation penalty interest of eighty percent (in words).
Article 2 With the consent of the lender, the borrower may apply for early repayment, and the lender has the right to charge a corresponding penalty of / % of the early repayment amount.
Article 3 Place of signing: No. 749, Ganjiang East Road, Gusu District, Suzhou City.
Article 4 The borrower’s address for service and contact information:
Postal and express delivery address for service: Building 8, Biotech Industrial Park, No. 218, Sangtian Street, Suzhou Industrial Park
Recipient (or agent): Wei Xiao Job title: Head of Finance ID number: [***]
Contact phone number: [***]
Fax receiving number: /
Mobile SMS receiving number: [***]
Email address: /
If the borrower’s address has not been provided to the lender, or if the provided address is not detailed enough (such as not accurate to the door number), the borrower agrees that its registered address is a mailing or express delivery address. If the borrower does not provide a clear email address, it agrees to use the mobile operator’s email as the address for service. The borrower shall ensure that the email address registered with the mobile operator functions normally from the date of signing this contract.
The standard terms and supplementary clauses of this agreement constitute a complete agreement.
(The remaining part of this page is intentionally left blank)
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The following is the borrower’s signature to the standard terms and supplementary terms of the Online Working Capital Loan Master Agreement (Contract No.: 07500LK24CC1Gck) between Zai Lab (Suzhou) Co., Ltd. (Borrower) and Bank of Ningbo Co. Suzhou Branch (Lender).
Borrower (official stamp):
Zai Lab (Suzhou) Co., Ltd.
(company chop)
JAMES SHUIZHONG YAN
(name chop)
Signing date: February 6, 2024
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PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K, THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY [***], THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
The following is the lender’s signature to the standard terms and supplementary terms of the Online Working Capital Loan Master Agreement (Contract No.: 07500LK24CC1Gck) between Zai Lab (Suzhou) Co., Ltd. (Borrower) and Bank of Ningbo Co. Suzhou Branch (Lender).
Lender (stamp):
Bank of Ningbo Co. Suzhou Branch
(contract chop)
Lin Ping
(name chop)
Signing date: February 6, 2024
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