Model Guarantee Exchange Option Agreement

Guarantee Exchange Option Agreement

Party A:___________________________

Legal representative:_____________________

　　 residence ：___________________________

　　 Postal code ：___________________________

Tel:_______________________

Party B:___________________________

Legal representative:_____________________

Domicile:___________________________

Postal code:___________________________

Tel:_______________________

　　 Party C ：___________________________

Legal representative:_____________________

Domicile:___________________________

Postal code:___________________________

Tel:_______________________

Whereas: Party B owns 60% of the equity of Party C. Party C is a limited liability company registered in the Administration for Industry and Commerce of __________ Province on _______, with a registered capital of RMB __________, which is jointly funded by Party B and __________ Company, of which Party B contributes RMB __________, accounting for 60% of the registered capital of Party C. As of the date of signing this Agreement, the registered capital of Party C is RMB _________.

Whereas: Party B, as a shareholder of Party C, in order to develop Party C's business as soon as possible, Party B agrees that Party C applies to Party A for loan guarantee. After review, Party A agrees to provide guarantee for the one-year loan of RMB _________ applied by Party C to Bank of China.

Whereas: since Party A provides guarantee for the bank loan of Party C in which Party B shares, Party A bears huge risks. In order to balance the risks that Party A bears for Party C's guarantee, and implement the principle of incentive and risk coexistence, Party A, Party B and Party C agree through consultation that, except that Party C pays guarantee fees to Party A as agreed in the Guarantee Agreement, Party B gives Party A the right to choose to accept part of the equity of Party C held by Party B, namely equity option. This equity option means that Party A has the right to choose whether to accept Party B's agreed share of the equity of Party C within the exercise period of the equity option agreed in this agreement.

Through consensus, Party A, Party B and Party C, on the principle of voluntariness and good faith, have reached the following terms and conditions regarding the share, price and exercise period of equity options:

Article 1 Equity Options

Equity option: Equity option means that Party A has the right to choose whether to accept the equity of Party C held by Party B within the exercise period of equity option agreed in this agreement. That is, Party A has the right to purchase Party C's equity held by Party B according to the share of equity and the agreed transfer price as agreed in this agreement, or Party A has the right to give up the purchase of Party C's equity held by Party B within the exercise period of equity options as agreed in this agreement. After Party A makes a decision to purchase or give up the purchase of Party C's equity held by Party B after exercising the equity option, Party B must transfer or not transfer its equity held by Party C according to Party A's decision.

Article 2 Share of equity options

2.1 The share of the equity option referred to in this agreement refers to the agreed share of Party C's equity held by Party B that Party B gives to Party A within the exercise period of the equity option agreed in this agreement (see 2.2 for the specific agreed share). The share of equity options in this agreement refers to Party C's share of registered capital, which is calculated as a percentage.

2.2 As of the date of signing this agreement, the registered capital of Party C is RMB _________, and Party B holds 60% of the equity of Party C. Party B agrees to take 60% of Party C's equity held by it as the share of the equity option agreed in this agreement as of the date of signing this agreement (the agreed share is calculated as a percentage).

2.3 If Party C intends to increase the amount of registered capital within the period agreed in this Agreement, it may, with the written consent of Party A, adjust the share of equity options agreed in Item 2.2 of this Agreement accordingly, otherwise the share of equity options agreed in this Agreement shall remain unchanged.

2.4 Party C shall not reduce its registered capital within the period agreed in this Agreement.

2.5 Within the period agreed in this agreement, if Party A waives the equity option, it will not participate in the profit distribution; If the equity option is exercised, Party A is entitled to 100% of the profit distributed by Party C before the exercise.

Article 3 Price of equity options

Party A and Party B agree to take RMB _________ as the transfer price of the equity option agreed in Article 2 above. During the exercise period of the equity option agreed in this agreement, regardless of the increase or decrease in the net assets of Party C, Party A shall pay the price agreed in this article when it decides to purchase 60% of Party C's equity as agreed in the second article above.

Article 4 Exercise Term of Equity Options

Both Party A and Party B agree that the exercise period for Party A to exercise the equity option is _______ years from the date of signing this agreement. During the exercise period of the equity option, Party A has the right to choose whether to accept Party B's agreed share of equity held by Party C.

During the exercise period of the equity option, if Party A chooses to accept Party B's agreed share of equity held by Party C, the equity option held by Party A will be converted into equity, and effective equity change registration procedures will be handled and transfer fees will be paid.

Article 5 Exercise of equity options

Party B guarantees to submit to Party A the resolution documents of the board of directors and the shareholders' meeting of Party C agreeing to the contents of this agreement and waiving the preemptive right to the equity shares of Party C pointed to by the equity options in this agreement at the same time of signing this agreement, and guarantees that the new shareholders of Party C (if any) Agree to the contents of this agreement and waive the preemptive right of Party C's share of equity pointed to by the equity option in this agreement, so as to ensure that Party A exercises the equity option.

Article 6 Assumption of relevant expenses during the exercise of equity options

Relevant fees for the exercise of equity options include: agreement notarization fees charged by the notary office; Shareholder change registration fees charged by the Administration for Industry and Commerce; Other expenses, etc.

For the above expenses, Party A and Party B agree to bear 50% of the expenses respectively.

Article 7 Dispute Settlement

In case of any dispute in the implementation of this Agreement, the three parties shall negotiate in good faith for settlement; If the negotiation fails, either party may submit to the _________ Arbitration Commission for arbitration.

This agreement shall come into force after being signed by Party A, Party B and Party C. This agreement is made in triplicate, with Party A, Party B and Party C each holding one copy, all of which have the same legal effect.