SEC Filing | Uxin Limited

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

UXIN LIMITED

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

91818X108**

(CUSIP Number)

Fu Weishen

Cathay Rong IV Limited

Vistra Corporate Services Centre

Wickhams Cay II

Road Town, Tortola, VG 1110

British Virgin Islands

（+852）38921013

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 14, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No: 91818X108	Page 2 of 13 Pages

1	NAME OF REPORTING PERSONS.
	CATHAY RONG IV LIMITED

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☒
				(b)	☐

3	SEC USE ONLY.


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION.
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER.
			0

		8	SHARED VOTING POWER.
			57,045,450

		9	SOLE DISPOSITIVE POWER.
			0

		10	SHARED DISPOSITIVE POWER.
			57,045,450

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	57,045,450

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%

14	TYPE OF REPORTING PERSON.
	OO

SCHEDULE 13D

CUSIP No: 91818X108	Page 3 of 13 Pages

1	NAME OF REPORTING PERSONS.
	CHINA HUARONG MACAU (HK) INVESTMENT HOLDINGS LIMITED

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☒
				(b)	☐

3	SEC USE ONLY.


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION.
	Hong Kong

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER.
			0

		8	SHARED VOTING POWER.
			57,045,450

		9	SOLE DISPOSITIVE POWER.
			0

		10	SHARED DISPOSITIVE POWER.
			57,045,450

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	57,045,450

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%

14	TYPE OF REPORTING PERSON.
	OO, HC

SCHEDULE 13D

CUSIP No: 91818X108	Page 4 of 13 Pages

1	NAME OF REPORTING PERSONS.
	CHINA HUARONG (MACAU) INTERNATIONAL COMPANY LIMITED

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☒
				(b)	☐

3	SEC USE ONLY.


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION.
	Macau

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER.
			0

		8	SHARED VOTING POWER.
			57,045,450

		9	SOLE DISPOSITIVE POWER.
			0

		10	SHARED DISPOSITIVE POWER.
			57,045,450

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	57,045,450

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%

14	TYPE OF REPORTING PERSON.
	OO, HC

SCHEDULE 13D

CUSIP No: 91818X108	Page 5 of 13 Pages

1	NAME OF REPORTING PERSONS.
	HUARONG (HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☒
				(b)	☐

3	SEC USE ONLY.


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION.
	Hong Kong

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER.
			0

		8	SHARED VOTING POWER.
			57,045,450

		9	SOLE DISPOSITIVE POWER.
			0

		10	SHARED DISPOSITIVE POWER.
			57,045,450

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	57,045,450

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%

14	TYPE OF REPORTING PERSON.
	OO, HC

SCHEDULE 13D

CUSIP No: 91818X108	Page 6 of 13 Pages

1	NAME OF REPORTING PERSONS.
	HUARONG REAL ESTATE CO., LTD.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☒
				(b)	☐

3	SEC USE ONLY.


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION.
	People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER.
			0

		8	SHARED VOTING POWER.
			57,045,450

		9	SOLE DISPOSITIVE POWER.
			0

		10	SHARED DISPOSITIVE POWER.
			57,045,450

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	57,045,450

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%

14	TYPE OF REPORTING PERSON.
	OO, HC

SCHEDULE 13D

CUSIP No: 91818X108	Page 7 of 13 Pages

1	NAME OF REPORTING PERSONS.
	CHINA HUARONG ASSET MANAGEMENT CO., LTD.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☒
				(b)	☐

3	SEC USE ONLY.


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION.
	People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER.
			0

		8	SHARED VOTING POWER.
			57,045,450

		9	SOLE DISPOSITIVE POWER.
			0

		10	SHARED DISPOSITIVE POWER.
			57,045,450

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
	57,045,450

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.8%

14	TYPE OF REPORTING PERSON.
	OO, HC

SCHEDULE 13D

	Page 8 of 13 Pages

Item 1.

Security and Issuer

This Schedule 13D is being filed by the undersigned, pursuant to Rule 13d-1(a) under the Act, with respect to the Class A Ordinary Shares, par value US$0.0001 per share (the “Shares”) of Uxin Limited (the “Issuer”) whose principal executive office is located at 2-5/F, Tower E, LSHM Center, No. 8 Guangshun South Avenue, Chaoyang District, Beijing 100102, People’s Republic of China.

Item 2.

Identity and Background

(a-c) This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

Cathay Rong IV Limited (“Cathay”);

China Huarong Macau (HK) Investment Holdings Limited (“China Huarong Macau (HK)”);

China Huarong (Macau) International Company Limited (“China Huarong (Macau)”);

Huarong (HK) Industrial and Financial Investment Limited (“Huarong (HK)”);

Huarong Real Estate Co., Ltd. (“Huarong RE”); and

China Huarong Asset Management Co., Ltd. (“China Huarong AM”).

This Statement relates to Shares held directly by Cathay, with business focused on financial services, asset management and investment. Cathay is a wholly-owned subsidiary of China Huarong Macau (HK), whose business is focused on financial services, asset management and investment. China Huarong Macau (HK) is a wholly-owned subsidiary of China Huarong (Macau), whose business is focused on financial services, asset management and investment, which exercises power to vote and dispose of the Shares. China Huarong (Macau) is a majority-owned subsidiary of Huarong (HK), whose business is focused on financial services, asset management and investment. Huarong (HK) is a wholly-owned subsidiary of Huarong RE, whose business is focused on strategic growth opportunities in real estate, as well as the leisure, tourism, and culture industries. Huarong RE is a wholly-owned subsidiary of China Huarong AM, whose business is focused on distressed asset management, financial services, and investment. In such capacities, the Reporting Persons may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of the Shares reported herein.

The address of the principal business office of Cathay is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. The address of the principal business office of China Huarong Macau (HK) is 12th Floor, China Huarong Tower, 60 Gloucester Road, Wan Chai, Hong Kong. The address of the principal business office of China Huarong (Macau) is 32/F, Bank of China Building, Avenida Doutor Mario Soares, Macau. The address of the principal business office of Huarong (HK) is Unit 1503 Causeway Bay Plaza 2, 463-483 Lockhart Road, Hong Kong. The address of the principal business office of Huarong RE is Room 250, East Building, No. 30 Tianhe Street, Hengqing, Zhuhai, Guangdong, the People’s Republic of China. The address of the principal office of China Huargon AM is No. 8 Financial Street, Xicheng District, Beijing, the People’s Republic of China.

SCHEDULE 13D

	Page 9 of 13 Pages

The board of Cathay comprises of Fu Weisheng, Xu Yong and Lu Minghui. The board of China Huarong Macau (HK) comprises of Geng Tao, who acts as the Chief Executive Officer as well. The board of China Huarong (Macau) comprises of Lai Guoyuan, Geng Tao, Guo Gaofeng, Lao Ngai Leong and Ma Iao Son, and Geng Tao acts as the Chief Executive Officer. The board of Huarong (HK) comprises Gao Gan, Zhou Cheng and Liu Hongyi, and Zhou Cheng acts as the Chief Executive Officer. The board of Huarong RE comprises of Gao Gan, Zhan Feilan, Wang Kefeng, Cai Hongyan and Wang Shouzhi, and Zhan Feilan acts as the Chief Executive Officer. The board of China Huargon AM comprises of Wang Zhanfeng, Li Xin, Li Yi, Wang Cong, Dai Lijia, Zhou Langlang, Song Fengming, Tse Hau Yin, Liu Lunmin and Shao Jingchun, and Li Xin acts as the Chief Executive Officer.

(d) and (e) No Reporting Person has, and to the best knowledge of any such Reporting Person, no officer, director, general partner or partner listed in this Item 2 has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

(f) Cathay is a BVI business company with limited liability incorporated under the laws of the British Virgin Islands. China Huarong Macau (HK) is a company with limited liability incorporated under the laws of Hong Kong. China Huarong (Macau) is a company with limited liability incorporated under the laws of Macau. Huarong (HK) is a company with limited liability incorporated under the laws of Hong Kong. Huarong RE is a company with limited liability incorporated under the laws of the People’s Republic of China. China Huarong AM is a company with limited liability incorporated under the laws of the People’s Republic of China.

Item 3.

Source and Amount of Funds or Other Consideration

As described more fully in response to Item 4 of this Schedule 13D, which is incorporated by reference herein, the Reporting Persons acquired the Shares reported herein pursuant to the execution and enforcement of security interests created by the Facility Agreement (as defined hereunder) in connection with a loan extended by Cathay to Kingkey New Era Auto Industry Limited (“Kingkey”).

SCHEDULE 13D

	Page 10 of 13 Pages

Item 4.

Purpose of Transaction

Pursuant to the facility agreement dated October 25, 2017 (as supplemented by a deed of undertaking dated September 28, 2018, and amended and supplemented from time to time, together the “Facility Agreement”) entered into between Cathay, as lender, and Kingkey, as borrower, Cathay granted a term loan of US$100,000,000 to Kingkey upon the terms and conditions of the Facility Agreement.

In connection with the Facility Agreement, a share charge dated October 25, 2017 (the “Original Share Charge”) was entered into between Kingkey as chargor and Cathay as chargee as continuing security for the payment and performance of the Secured Liabilities (as defined in the Original Share Charge), pursuant to which Kingkey charged in favor of Cathay by way of first fixed charge over the Charged Shares (as defined in the Original Share Charge). The Charged Shares included preferred shares of the Issuer held by Kingkey, which were converted into 57,045,450 Shares upon completion of the initial public offering of the Issuer. Accordingly, and also in connection with the Facility Agreement, a confirmatory security deed relating to the Original Share Charge dated July 27, 2018 was entered into between Kingkey and Cathay (the “Confirmatory Security Deed”, together with the Original Share Charge, the “Share Charge”) confirming that the 57,045,450 Shares constitute part of the Charged Assets (as defined in the Original Share Charge) used to secure the Secured Liabilities under the Original Share Charge.

Also in connection with the Facility Agreement, and in light of the decreasing market price of the Shares, Kingkey, as borrower and chargor, and certain other parties entered into a deed of undertaking in favor of Cathay, as lender and chargee (the “Deed of Undertaking”), pursuant to which Kingkey agreed, among other things, that from December 1, 2018 to the Scheduled Termination Date or Extended Termination Date, as applicable (each as defined in the Deed of Undertaking), to maintain a certain loan LTV Ratio (as defined in the Deed of Undertaking). The Deed of Undertaking further provides that, to the extent the LTV Ratio exceeds a certain percentage agreed and set forth in the Deed of Undertaking for a period of five consecutive Trading Days (as defined in the Deed of Undertaking), Cathay is entitled to notify Kingkey to enter discussions with Cathay for a period of two business days, in order to restore the LTV Ratio to equal to or less than the agreed percentage by either prepaying part of the outstanding loan and accrued interest or providing Cathay with additional securities approved by Cathay. The Deed of Undertaking further provides that, upon expiration of the two business day discussion period, Cathay is entitled to require that Kingkey, within two business days, either make the prepayment or provide additional securities.

Between December 3, 2018 and December 7, 2018, the LTV Ratio was above the agreed percentage. After the two business day discussion period, Kingkey failed to make the prepayment or provide additional securities within two business days, as required under the Deed of Undertaking. Accordingly, on December 14, 2018, under the terms of the Facility Agreement and related documents, Cathay became entitled to enforce the security interests pursuant to the Share Charge.

On December 19, 2018, Cathay issued an instruction letter (the “Instruction Letter”) to enforce its security interests in the Charged Shares, and the Charged Shares have been transferred to Cathay as a result thereof. Cathay may sell such securities in its discretion, including but not limited to converting such securities into American Depositary Shares (“ADSs”) and sell on the public market, as repayment of the outstanding loan and accrued interest under the facility agreement and related documents.

SCHEDULE 13D

	Page 11 of 13 Pages

The summaries contained herein of the Facility Agreement, Original Share Charge, Confirmatory Security Deed, Deed of Undertaking and Instruction Letter do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are included as Exhibits 99.2 through 99.6, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

(a) and (b) As of December 14, 2018 and through the date hereof, each of the Reporting Persons may be deemed to share voting and dispositive power over, and may be deemed to beneficially own, 57,045,450 Shares, representing approximately 6.8% of the Shares outstanding. This beneficial ownership calculation is based on 836,370,523 Shares reported in the Issuer’s prospectus on Form 424B4, filed June 28, 2018, as expected to be outstanding immediately after the Issuer’s initial public offering of its ADSs.

(c) The response to Item 4 of this Schedule 13D is incorporated by reference herein. Other than as described in Item 4, there have been no transactions in the Shares or ADSs by the Reporting Persons during the past 60 days.

(d) No other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.

(e) This Item 5(e) is not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The response to Item 4 of this Schedule 13D is incorporated by reference herein. Except as set forth herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer.

SCHEDULE 13D

	Page 12 of 13 Pages

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1: Joint Filing Agreement, dated December 26, 2018

Exhibit 99.2: Facility Agreement, dated October 25, 2017*

Exhibit 99.3: Share Charge, dated October 25, 2017

Exhibit 99.4: Confirmatory Security Deed, dated July 27, 2018

Exhibit 99.5: Deed of Undertaking, dated September 28, 2018*

Exhibit 99.6: Instruction Letter, dated December 19, 2018

* Portions of each of these Exhibits have been omitted pursuant to a request for confidential treatment and have been filed separately with the U.S. Securities and Exchange Commission.

SCHEDULE 13D

	Page 13 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	CATHAY RONG IV LIMITED
	By: /s/ Fu Weishen
	Name: Fu Weishen
	Title: Director

	CHINA HUARONG MACAU (HK) INVESTMENT HOLDINGS LIMITED
	By: /s/ Geng Tao
	Name: Geng Tao
	Title: Director

	CHINA HUARONG (MACAU) INTERNATIONAL COMPANY LIMITED
	By: /s/ Lai Guoyuan
	Name: Lai Guoyuan
	Title: Director

	HUARONG (HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED
	By: /s/ Gao Gan
	Name: Gao Gan
	Title: Director

	HUARONG REAL ESTATE CO., LTD.
	By: /s/ Gao Gan
	Name: Gao Gan
	Title: Director

	CHINA HUARONG ASSET MANAGEMENT CO., LTD.
	By: /s/ Li Yingchun
	Name: Li Yingchun
	Title: Authorized Signatory

December 26, 2018

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Ordinary Shares of Uxin Limited dated as of December 26, 2018 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

	CATHAY RONG IV LIMITED
	By: /s/ Fu Weishen
	Name: Fu Weishen
	Title: Director

	CHINA HUARONG MACAU (HK) INVESTMENT HOLDINGS LIMITED
	By: /s/ Geng Tao
	Name: Geng Tao
	Title: Director

	CHINA HUARONG (MACAU) INTERNATIONAL COMPANY LIMITED
	By: /s/ Lai Guoyuan
	Name: Lai Guoyuan
	Title: Director

	HUARONG (HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED
	By: /s/ Gao Gan
	Name: Gao Gan
	Title: Director

	HUARONG REAL ESTATE CO., LTD.
	By: /s/ Gao Gan
	Name: Gao Gan
	Title: Director

	CHINA HUARONG ASSET MANAGEMENT CO., LTD.
	By: /s/ Li Yingchun
	Name: Li Yingchun
	Title: Authorized Signatory

December 26, 2018

Exhibit 99.2

EXECUTION VERSION FACILITY AGREEMENT ACTIVE 225736976 DATED 25 OCTOBER 2017USD I 00,000,000 TERM LOAN FACILITY FORKINGKEY NEW ERA AUTO INDUSTRY LIMITED5?-- iffi R @ 1'!f 05Jas BorrowerPROVIDED BY CATHAY RONG IV LIMITEDas Lender

ACTIVE 225736976 3CONTENTS Clause Page 1.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.27.28.29.30.31.32.33. DEFINITIONS AND INTERPRETATION.......................................................................................... 2 THEFACILITY .................................................................................................................................. 12PURPOSE ........................................................................................................................................... 12CONDITIONS OF UTILISATION .................................................................................................... 12REPAYMENT ....................................................................................... ............................................ ..13 PREPAYMENT AND CANCELLATION ................................. ........................................................13 INTEREST .......................................................................................................................................... 16INTERESTPAYMENT......................................................................................................................17TAX GROSS UP AND INDEMNITIES .......................................................... ..................................17INCREASED COSTS ........................................................................................................................21OTHER INDEMNITIES .....................................................................................................................23MITIGATION ..................................................................................................................................... 24COSTS AND EXPENSES ..................................................................................................................24REPRESENTATIONS......................................................................................................................25INFORMATION UNDERTAKINGS .................. ...............................................................................28FINANCIAL COVENANTS ..............................................................................................................30GENERAL UNDERTAKINGS ..........................................................................................................31EVENTS OF DEFAULT ....................................................................................................................37TRANSFER BY THE LENDER .........................................................................................................41CHANGES TO THE OBLIGORS ................................................................. ......................... ............ 42APPLICATION OF PROCEEDS .......................................................................................................42CONDUCT OF BUSINESS BY THE LENDER ................................................................................43PAYMENTMECHANICS ................................................................................................................. 43SET-OFF ...................................................................................... ....................................................... 45NOTICES ............................................................................... ............................................................. 45 CALCULATIONS AND CERTIFICATES ....................................... .................................................47PARTIALINVALIDITY....................................................................................................................48REMEDIES AND WAIVERS ............................................................................................................48AMENDMENTS AND WAIVERS ............................................. ....................................................... 48CONFIDENTIAL INFORMATION ................................................................................. .................. 48COUNTERPARTS .............................................................................................................................. 51GOVERNINGLAW ........................................................................................................................... 51ENFORCEMENT ............................................................................................................................... 51 Schedule Page1. CONDITIONS PRECEDENT ............................................................................................................. 53 Pait 1Pait 2Pait 3 CONDITIONS PRECEDENT TO FACILITY A............................................................53CONDITIONS PRECEDENT TO FACILITY B ............................................................55FORM OF DIRECTOR'S CERTIFICATE ...................................................................... 56 2. FORMS OF UTILISATION REQUEST ............................................................................................ 583. FORM OF COMPLIANCE CERTIFICATE ...................................................................................... 59SIGNATORIES ................ .............................................................. ..................................................................60

2 ACTIVE 225736976 Project U - Facility Agreement THIS AGREEMENT is dated .25_ October 2017 and madeBETWEEN: (I) KINGKEY NEW ERA AUTO INDUSTRY LIMITED }R iffr!ifil!R:§j[i¥ '/f l:H}Eu, a BVIbusiness company incorporated under the laws of the British Virgin Islands with company number 1954209and its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VGl 110, British Virgin Islands as bo1Tower (the Borrnwer); and (2) CATHAY RONG IV LIMITED, a BVI business company incorporated in the British Virgin Islands with its registered address at 30 de Castro Street, Wickhams Cay 1, P.O. Box 4519, Road Town, Tmtola, British Virgin Islands as lender (the Lender). IT IS AGREED as follows:1. DEFINITIONS AND INTERPRETATION1.1 DefinitionsIn this Agreement:Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.Authorisation means an authorisation, consent, approval, resolution, permit, licence, exemption, filing, notarisation or registration.Availability Period means the period from and including the date of this Agreement to and including the date falling two Months after the date of this Agreement.Borrower Share Charge means the Hong Kong law governed share charge dated on or about the date of this Agreement to be entered into between each Shareholder as chargor and the Lender as chargee with respect to all the shares of the Borrower.Break Costs means the amount (if any) determined by the Lender (acting reasonably) which would indemnify it against any loss or liability that it incurs as a consequence of any part of a Loan or an Unpaid Sum being repaid or prepaid other than on the dates when such Loan or Unpaid Sum becomes due and payable, and includes any direct costs incurred as a result of the Lender terminating all or any patt of its fixed rate, swap or other hedging or back-to-back lending a1Tangements.Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong and (only in relation to any date for payment or purchase of US Dollars) New York.Code means the US Internal Revenue Code of 1986.Commitment means a Facility A Commitment or Facility B Commitment.Compliance Certificate means a certificate substantially in the forn1 set out in Schedule 3 (Form of Compliance Certificate), with any amendments the Lender and the Borrower may agree.Confidential Information means all information relating to any Transaction Obligor, the Issuer Group, the PRC Co Group, the Finance Documents, the Facility and the Share Transfer Agreement of which the Lender becomes aware in its capacity as Lender or which is received by the Lender in

ACTIVE 225736976 Project U - Facility Agreement relation to the Finance Documents, the Facility from Transaction Obligor or any of its directors or officers or Representatives or advisers in whatever form, and includes any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that: (a) is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 30 (Confidential Information); (b) is identified in writing at the time of delivery as non-confidential by an Obligor or any of its advisers; or (c) is known by the Lender before the date the information is disclosed to it by an Obligor or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware after due and careful enquiry, unconnected with the Borrower or PRC Co Group and which, in either case, as far as the Lender is aware after due and careful enquiry, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality. Confidentiality Undertaking means, at any time, a confidentiality unde1taking substantially in the then current recommended form of the Loan Market Association or in any other form agreed between the Borrower and the Lender.Corporate Obligor means the Borrower, each Shareholder or the PRC Co.DCM means DCM Hybrid RMB Fund, L.P., a partnership duly fo1med and validly existing under the laws of the Cayman Islands with its registered office located at c/o Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KYl-1104, Cayman Islands.Debt Account means the cash account with account number 11-00001514 and account name Kingkey New Era Auto Industry Limited held and maintained by the Borrower with O-Bank Co., Ltd, Hong Kong and includes any account which is a successor to such Debt Account on any re-numbering or redesignation of accounts and any account into which all or part of a credit balance from the Debt Account is transferred for investment or administrative purposes.Debt Account Minimum Balance means, at any time, an amount equal to three months of interest payable by the Borrower under this Agreement.Deed of Undertaking means the deed of undertaking entered into on or about the date of this Agreement between the PRC Co, the Borrower and the Lender.Default means:(a) an Event of Default; or (b) an event or circumstance specified in Clause 18 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of them) be an Event of Default, provided that any such event which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default until that condition is satisfied. Disruption Event means either or both of:

(a) ACTIVE 225736976 Project U - Facility Agreement a material disruption to the payment or communications systems or to the financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out), provided that the disruption is not caused by, and is beyond the control of, any of the Parties; or (b) the occurrence of any other event which results in a disruption (of a technical or systems related nature) to the treasury or payments operations of a Party preventing that, or any other Party:(i) from performing its payment obligations under the Finance Documents; or (ii) from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.Event of Default means any event or circumstance specified as such in Clause 18 (Events of Default).Extended Termination Date means the date falling 36 Months after the first Utilisation Date.Facility means Facility A or Facility B.Facility A means the term loan facility made available under this Agreement as described in paragraphof Clause 2 (The Facility).Facility A Commitment means USD50,000,000 to the extent not cancelled, reduced or transferred under this Agreement.Facility B means the term loan facility made available under this Agreement as described in paragraphof Clause 2 (The Facility).Facility B Commitment means USD50,000,000 to the extent not cancelled, reduced or transferred under this Agreement.Facility Office means the office or offices through which the Lender will perform its obligations under this Agreement.FATCA means:(a) sections 1471 to 1474 of the Code or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above ; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdi ction. FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA .

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.Finance Document means:this Agreement;each Individual Guarantee;the Deed of Undertaking;a Security Document; orany other document designated as such by the Lender and the Borrower.Finance Lease means any lease, hire purchase contract or other agreement which would, in accordance with GAAP in force on the date of this Agreement, be treated as a balance sheet liability.Financial Indebtedness means any indebtedness for or in respect of:moneys borrowed;any acceptance under any acceptance credit facility (including any dematerialised equivalent); ACTIVE 225736976 Project U - Facility Agreement (c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d) any redeemable preference share; (e) any Finance Lease; (f) receivables sold or discounted (other than any receivables to the extent they are sold or discounted on a non-recourse basis); (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) will be taken into account); (h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; (i) the acquisition cost of any asset or service to the extent payable before or after its acquisition or possession by the party liable where the advance or deferred payment: (i) is arranged primarily as a method of raising finance or of financing the acquisition or the construction of that asset or service; or (ii) is due to be made more than six Months before or after the date of acquisition or supply; (i) any other transaction of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing; or

ACTIVE 225736976 6 Project U - Facility Agre em ent (k) any liability in respect of any guarantee, ind emnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to U) above. GAAP means generally accepted accounting principles in Hong Kong.Holding Company means , in relation to a person, any other person in respect of which it is a Subsidi ary.Hong Kong means the Hong Kong Special Administrative Region of the People's Republic of China.Increased Costs has the meaning given to it in Clause 10 (Increased Costs).Indirect Tax means any goods and services tax, consumption tax, value added tax or any tax of a similar nature wherever imposed.Individual Guarantee means each guarantee entered into on or about the date of this Agreement between each of the Individual Guarantors and the Lender.Individual Guarantor means:-older of Hong Kong id entity card with number-as at the date of this Agreement; or-holder of Hong Kong identity card with numbe-as at the date of this Agreement.Initial Valuation Report means the repott issued by an independent third party in respect of the valuation of the market value of all the issued shares of the Issuer Group, including the Preference Shares.Interest Period means, in relation to a Loan, six Months and, in relation to an Unpaid Sum, each period determined in accordance with Clause 7.3 (Default Interest).Interest Rate mean per annum.IRR means the internal rate of return, determined by iterative process, which results in a net present value approximating -when such discount rate is ap ied to the funds given and received by the Lender from time to time , using negative s the starting amount , and including but not limited to payments of interest, all princip al prepayments and repayments and other paynments made by the Borrower under the Finance Docunments, and calculated using XIRR function in Microsoft Office Excel.Issuer means Uxin Limit ed, an exempted company incorporated and validly existing und er the laws of the Cayman Islands with registered address at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, grand Cayman, KYl-1205, Cayman Islands.Issuer Group means the Issuer and its Subsidiaries for the time being.Lender Representat ive Director means any person appointed by the Lender pursuan t to Clause l 7.14 (Appoin tment of directors).

Loan means a loan made or to be made under a Facility or the principal amount outstanding for the time being of that loan.Material Adverse Effect means a material adverse effect on: ACTIVE 225736976 Project U - Facility Agreement (a) the business, assets or financial condition of the PRC Co Group as a whole or each of the Borrower and an Individual Guarantor; (b) the ability of any Transaction Obligor to perform its obligations under any Finance Document; (c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to, any Finance Document; or (d) any right or remedy of the Lender in respect of a Finance Document in any capacity.Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: (a) if the numerically c01Tesponding day is not a Business Day, that period will end on the next Business Day in the calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period will end on the last Business Day in that calendar month; and (c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. New Lender has the meaning given to it in Clause 19 (Transfer by the Lender).Obligor means the Borrower or an Individual Guarantor.Original Financial Statements means: (a) in relation to the Borrower, its unaudited financial statements for the period from its incorporation date to 30 September 2017; and (b) in relation to the PRC Co, its audited consolidated financial statements for its financial year ended 31 December 2016. Party means a party to this Agreement.PRC means the People's Republic of China, but excluding, for the purposes of the Finance Documents, Taiwan and the special administrative regions of Hong Kong and Macau.PRC Co means }?-:J&: l;r]if -0i=il, a company incorporated under the laws of the PRC with company registration numberPRC Co Group means the PRC Co and its Subsidiaries for the time being.Preference Share Charge means the Hong Kong law governed share charge dated on or about the date of this Agreement to be entered into between the Borrower as chargor and the Lender as chargee

with respect to an aggregate ofup to 5,704,545 Preferences Shares held or to be held by the Borrower from time to time.Preference Shares means the redeemable conve1iible preferred shares issued or to be issued by the Issuer.Receiver means a receiver, a receiver and manager, or an administrative receiver of the whole or any pmi of the Security Assets.Related Fund in relation to a fund (the first fund), means: (a) a fund which is managed or advised by the same investment manager or investment adviser as the first fund; or (b) if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund. Relevant Jurisdiction means:in relation to a Corporate Obligor:its jurisdiction of incorporation; (ii) any jurisdiction where any asset subject to any Security Interest created or expressed to be created by it under a Security Document is situated; (iii) the jurisdiction whose laws govern the perfection of any Security Interest created or expressed to be created by it under a Security Document; and (b) (iv) any jurisdiction where it conducts its business; orin relation to an Individual Guarantor, the jurisdiction of his place of ordinary residence. Relevant Market means the Hong Kong interbank market. (d) Repeating Representations means each of the representations and warranties set out in Clauses 14.2 (Status) to 14.7 (Governing law and enforcement) and 14.9(b) (the registration of the particulars of the Preference Share Charge with the Registrar of Corporate Affairs of the British Virgin Islands and in the Borrower's register of charges which registrations, filings, Taxes and fees will be made and paid promptly after the date of the Preference Share Charge. No default) to 14.16 (Immunity) (but excluding paragraph (b) of Clause 14.13 (Financial statements)).Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.Reserved Matters means, in respect of the Borrower, the actions which may not be taken without the approval of the Lender Representative Director as set out in paragraph (a) of miicle 7.2 of the second amended and restated memorandum of association of the Borrower.Scheduled Termination Date means the date falling 24 Months after the first Utilisation Date. ACTIVE 225736976 Project U Facility Agreement

Secured Liabilities means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to the Lender under each Finance Document from time to time.Security Asset means each asset of a Transaction Obligor which from time to time is, or is intended to be, subject to any Security Interest created under a Security Document.Security Document means:the Borrower Share Charge;the Preference Share Charge; or ACTIVE 225736976 9 Project U -Facility Agreement (c) any other document evidencing or creating (or expressed to evidence or create) security over any asset to secure any obligation of any Obligor to the Lender under the Finance Documents. Security Interest means a mortgage, charge, pledge, lien, assignment by way of security, hypothecation or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.Share Transfer Agreement means the share transfer agreement dated 25 August 2017 entered into between Dai Kun (mft ) and DCM in connection with certain Preference Shares.Shareholder means:(a) Acme Celestial Limited ii '61, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1951774; or (b) Excellent Ace Holdings Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1953285. Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature that is imposed by law or by a government agency (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of them).Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.Tax Payment means either an increase in a payment made by an Obligor to the Lender under Clause9.2 (Tax gross-up) or a payment under Clause 9.3 (Tax indemnity).Termination Date means:(a) the Scheduled Termination Date; or (b) provided that the conditions under Clause 5.2 (Extension option) are satisfied, the Extended Termination Date. Transaction Obligor means:

(c) ACTIVE 225736976 10 Project U -Facility Agreement an Obligor; (d) each Shareholder; or (e) the PRC Co.Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.US means the United States of America.US Dollars or US$ means the lawful currency of the United States of America for the time being.US Tax Obligor means:(a) a person who is resident for tax purposes in the US; or (b) a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes. Utilisation means a utilisation of any Facility.Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is or is to be made.Utilisation Request means a notice substantially in the form set out in Part 1 of Schedule 2 (F01ms of Utilisation Request). 1.2 Construction(a) Unless this Agreement expressly provides to the contrary, any reference in this Agreement to: (i) a Party or any other person includes its successors in title, permitted assigns and permitted transferees to, or of, all or any combination of its rights and obligations under the Finance Documents; (ii) an amendment includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and amended will be construed accordingly; (iii) assets includes present and future properties, revenues and rights of every description; (iv) control means the power to direct the management and policies of an entity (whether through the ownership of voting capital, by contract or otherwise). (v) disposal includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly; (vi) a Finance Document or any other agreement or instrument includes (without prejudice to any restriction on amendments) any amendment to that Finance Document or other agreement or instrument, including any change in the purpose of, any extension of or any increase in the amount of a facility or any additional facility; (vii) including (or similar expressions) means including without limitation;

(viii) ACTIVE 225736976 11 Project U -Facility Agreement indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (ix) "know your customer" checks is to the identification checks that the Lender requests to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer; (x) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association or body (including a partnership, trust, fund, joint venture or consottium), or any other entity (whether or not having separate legal personality); (xi) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which a person to which it applies is generally accustomed to comply) of any governmental, inter-governmental or supranational body, agency or department, or of any regulatory, self-regulatory or other authority or organisation; (xii) a currency is a reference to the lawful currency for the time being of the relevant country; (xiii) a provision of law is a reference to that provision as amended and includes any subordinate legislation; (xiv) a time of day is a reference to Hong Kong time; and (b) (xv) any reference in this Agreement importing a gender includes the other gender.A Clause or a Schedule is a reference to a clause of or a schedule to this Agreement. (c) The headings in this Agreement are for ease of reference only and do not affect its interpretation. (d) Unless this Agreement expressly provides to the contrary: (i) a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; (ii) a Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived; and (iii) any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of any Obligor is outstanding or any Commitment is in force under the Finance Documents. 1.3 (e) Any reference within a Clause to this Clause means the entirety of that Clause.Third party rights (a) Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) (the Third Parties Ordinance) to enforce or to enjoy the benefit of any term of that Finance Document.

(b) ACTIVE 225736976 12 Project U -Facility Agreement Notwithstanding any term of any Finance Document, the consent of any person who is not a party to a Finance Document is not required to rescind or vary that Finance Document at any time. 2. THE FACILITY 3. Subject to the terms of this Agreement, the Lender makes available to the Borrower:a term loan facility in an aggregate amount equal to the Facility A Commitment; anda term loan facility in an aggregate amount equal to the Facility B Commitment.PURPOSE 3.1 Purpose (a) The Borrower must apply all amounts borrowed by it under Facility A towards the purchase of 4,026,808 Preference Shares from DCM and the costs and expenses associated with such purchase. (b) The Borrower must apply all amounts b01Towed by it under Facility B towards repaying the shareholder loans used for (i) the subscription of 1,677,737 series G Preference Shares (or any part thereof) and/or the purchase of 4,026,808 Preference Shares from DCM (or any part thereof) and (ii) the Taxes, costs and expenses associated with such repayment, subscription or purchase. 3.2 Monitoring The Lender is not bound to monitor or verify the application of any utilisation of the Facilities. 4. CONDITIONS OF UTILISATION 4.1 Initial conditions precedent (a) No Utilisation Request under Facility A may be given unless the Lender has received (or waived receipt of) all of the documents and other evidence listed in Part 1 of Schedule 1 (Conditions precedent) in form and substance satisfactory to the Lender. The Lender must notify the Bo1Tower promptly on being so satisfied. (b) No Utilisation Request under Facility B may be given unless the Lender has received (or waived receipt of) all of the documents and other evidence listed in Part 2 of Schedule 1 (Conditions precedent) in form and substance satisfactory to the Lender. The Lender must notify the Bo1Tower promptly on being so satisfied. 4.2 Further conditions precedent The Lender will only be obliged to comply with Clause 4.7 (Advance of Loan) if on the date of the Utilisation Request and on the proposed Utilisation Date for the relevant Loan:no Default is continuing or would result from the proposed Loan; andthe Repeating Representations are correct in all material respects.

4.3 ACTIVE 225736976 13 Project U -Facility Agreement 4.4 Maximum numberOnly one Loan may be utilised under Facility A.Only one Loan may be utilised under Facility B.Delivery of a Utilisation Request The Borrower may borrow a Loan by delivery to the Lender of a duly completed Utilisation Request not later than 11:00 a.m. five Business Days before the Utilisation Day. 4.5 Completion of a Utilisation Request 4.6 A Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:the proposed Utilisation Date is a Business Day within the Availability Period; andthe currency and amount of the Loan comply with Clause 4.6 (Currency and amount).Currency and amount(a) The currency specified in a Utilisation Request must be US Dollars. (b) The amount of the proposed Loan must be less than or equal to the amount of Facility A Commitment or Facility B Commitment, as the case may be. 4.7 Advance of Loan (a) If the conditions set out in this Agreement have been met, the Lender must make a requested Loan available on the Utilisation Date through its Facility Office to the Borrower which will be paid into the Debt Account. (b) The Lender's obligation to make a Loan is subject to the amount of the Loan not exceeding the relevant Commitment on the respective Utilisation Date. 5. REPAYMENT 5.1 Repayment of Loans The Bmrnwer must repay the Loans in full on the Te1mination Date. 5.2 Extension option The Termination Date shall be extended to the Extended Termination Date if the Borrower delivers a written request to the Lender not less than 30 days before the Scheduled Termination Date and the Lender provides its written consent to such request before the Scheduled Termination Date, provided that on the Scheduled Termination Date, no Default is continuing. 6. PREPAYMENT AND CANCELLATION 6.1 Illegality (a) If, in any applicable jurisdiction, it becomes unlawful for the Lender to perform any of its obligations as contemplated by any Finance Document or to fund or maintain any Loan or it

becomes unlawful for any Affiliate of the Lender for the Lender to do so, the Lender must notify the Borrower promptly on becoming aware of that event. ACTIVE 225736976 14 Project U - Facility Agreement (b) (c) After the Lender notifies the Borrower under paragraph (a) above:with immediate effect, the Lender will not be obliged to fund any Loan; andon the date specified in paragraph (c) below:the Borrower must repay or prepay each Loan; andthe Commitment will be cance lled .The date for: (i) repayment or prepayment of a Loan and cancellation of the corresponding Commitment will be: (A) the last day of the Interest Period of that Loan which is current on the date of the Lender's notice to the Borrower under paragr aph (a) above; or (B) if earlier, the date specified in that notice (which must be no earlier than the last day of any applicable grace period permitted by law); and (ii) cancellation of the other Commitment will be the date specified in the Lender's notice to the Borrower (which must be no earlier than the last day of any applicable grace period permitted by law). 6.2 Voluntary prepayment (a) The Borrower may, if it gives the Lender not less than 15 days' prior notice, prepay the whole or any part of a Loan at any time. (b) A prepayment of part of a Loan must be in a minimum amount of US$ I0,000,000 and in integral multiple ofUS$10,000,000. (c) If the Borrower elects to prepay a Loan within the respective time period specified below, the Borrower must pay the corresponding minimum amount in respect of such prepayment of the Loan to the Lender. For the avoidance of doubt, the said minimum amount includes all principal prepaymen ts or repayments , in te rest payments and other payments paid and payable by the Borrower under the Finance Document and if the actual amount payable is greater than the corresponding minimum amount payable to the Lender, then the Borrower shall pay the greater actual amount payable. Time Period Minimum amount payable to the Lender From and including the first Utilisation Date to the last day of the 6th Month after the first Utilisation Date Amount equivalent to an IRR of-er annum as at the last day of the 6th Month after first Utilisation Date

From and including the first day of the 7th Month to the last day of the 12th Month after the first Utilisation Date Amount equivalent to an IRR o-er annum calculated on the basis of the actual number of days elapsed since the first Utilisation Date From and including the first day of the 13th Month after the first Util isat ion Date Amount equivalent to an IRR o er annum calculated on the basis of the actual number of days elapsed since the first Utilisation Date ACTIVE 225736976 15 Project U - Facility Agreement 6.3 Automatic cancellation The unutilised Commitment will be automatic ally cancelled at close of business on the last day of the Availability Period. 6.4 Right of repayment and cancellation(a) If: (i) any sum payable to the Lender by an Obligor is required to be increased under paragraph (c) of Clause 9.2 (Tax gross-up); or (ii) the Lend er claims any amount from the Borrower unde r Clause 9.3 (Tax indemnity) or Clause IO (Increased Costs), the Borrower may, while the circumstances giving rise to the requirement for that increase or payment of that amount continue, give notice to the Lender of its intention to cancel the Commitment and repay or prepay all outstanding Loans. (b) On receipt of a notice of prepayment and cancellation under paragraph (a) above:(i) the Commitmen t will immediately be reduced and (ii) the Borrower must repay or prepay each Loan on the date specified in paragraph (c) below. (c) The date for repayment or prepayment of a Loan will be: (i) the last day of the Interest Period for that Loan which is current on the date of the notice under paragraph (a) above; or (ii) if earlier , the date specified in the Borrower's notice to the Lender under paragraph(a) above. 6.5 Prepayment of Loans Any repayment or prepayment of a Loan may not be re-borrowed. 6.6 MiscellaneousAny notice of cance llat ion or prepayment under this Clause :is irrevocable; andunless a contrary indication appears in this Agreement , must spec ify:

(A) the date on which the relevant cancellation or prepayment is to be made; and (b) (B) the amount of that cancellation or prepayment.Any prepayment under this Agreement must be made together with accrued interest on the amount prepaid, any Break Costs and the minimum amount of IRR payable to the Lender und er Clause 6.2 (Voluntary Prepayment), without premium or penalty. (c) No prepayment or cancellation is allowed except at the times and in the manner expressly provided for in this Agreement. (d) No amount of the Commitments cancelled under this Agreement may be subsequently reinstated. (e) If all or part of a Loan is repaid or prepaid and is not available for re-borrowing, an equivalent amount of the Commitment will be deemed to be cancelled on the date of repayment or prepayment. 7. INTEREST 7.1 Calculation of interest The rate of interest on each Loan is the Interest Rate. 7.2 Payment of interest Except where this Agreement expressly provides to the contrary, the Borrower must pay accrued interest on each Loan on the last day of each Interest Period. 7.3 Default interest (a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest will accrue on the Unpaid Sum before and after judgment) at the rate o • '!: • • date of actual payment (bothI er annum. ACTIVE 225736976 16 Project U - Facility Agreement (b) If an Event of Default occurs and the Lender in its sole discretion so requests in writing, interest will accrne on each Loan from the date on which the Lender notifies the Borrower as being the date on which any Event of Default has occurred at the rateper annum, without double counting the default interest payable pursuant to paragraph (a) above. (c) Any interest accruing under this Clause 7.3 (Default interest) will be immediately payable by the Obligor on demand by the Lender. (d) Unpaid interest arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain im media tely due and payable.

8. ACTIVE 225736976 17 Project U - Facility Agreement INTEREST PAYMENT 8.1 Interest Period The Interest Period for any Loan shall be six Months. Each Interest Period for a Loan shall stait on the first Utilisation Date or (if a Loan has already been made) on the last day of the preceding Interest Period of such Loan. 8.2 Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, it will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). 8.3 Break Costs The Borrower must pay to the Lender its Break Costs. The Lender shall provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue. 9. TAX GROSS UP AND INDEMNITIES 9.1 Definitions(a) In this Clause: Tax Credit means a credit against, relief or remission for, or repayment of any Tax. (b) Unless this Clause expressly provides to the contrary, a reference to determines or determined means a dete1mination made in the absolute discretion of the person making the determination. 9.2 Tax gross-up (a) Each Obligor must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Borrower must, promptly on becoming aware that an Obligor must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), notify the Lender accordingly. The Lender must notify the Borrower on becoming so aware in respect of a payment payable to it. (c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor must be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) If an Obligor is required to make a Tax Deduction, that Obligor must make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (e) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction or payment must deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.

9.3 Tax indemnity (a) Except as provided below, the Borrower must pay to the Lender an amount equal to the cost, loss or liability which the Lender determines will be or has been (directly or indirectly) incurred for or on account of Tax by it in respect of a payment received or receivable (or any payment deemed to be received or receivable) or otherwise under a Finance Document. (b) Paragraph (a) above does not apply:(i) with respect to any Tax assessed on the Lender: (A) under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or (B) under the law of the jurisdiction in which the Lender's Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; orto the extent a cost, loss or liability:is compensated for by an increased payment under Clause 9.2 (Tax gross-up), Clause 9.8 (FATCA Deduction and gross up by Obligor); (B) relates to a FATCA Deduction required to be made by a Party; or (C) is compensated for by a payment under paragraph (b) of Clause 9.9 (FATCA Deduction by the Lender). (c) If the Lender makes or intends to make a claim under paragraph (a) above it must notify the B01Tower promptly of the event which will give, or has given, rise to the claim. 9.4 Tax Credit If an Obligor makes a Tax Payment and the Lender determines that:a Tax Credit is attributable to:an increased payment of which that Tax Payment forms part;that Tax Payment; ora Tax Deduction in consequence of which that Tax Payment was required; andit has obtained and utilised that Tax Credit,the Lender must pay an amount to the Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor. ACTIVE 225736976 ]8 Project U -Facility Agreement

9.5 ACTIVE 225736976 19 Project U - Facility Agreement Stamp taxes The Borrower must pay and indemnify the Lender against any cost, loss or liability the Lender incurs in relation to all stamp duty, stamp duty land tax, registration or other similar Tax payable in respect of any Finance Document, except for any such Tax payable: (a) in respect of an assignment or, transfer or sub-participation of the Loan or any rights under this Agreement (or patt thereof) by the Lender; or (b) upon a voluntary registration made by any party if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise asse1t the rights of such Patty or obligations of another patty under a Finance Document. 9.6 Indirect Tax (a) All amounts set out or expressed in a Finance Document to be payable by an Obligor to the Lender shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by the Lender to an Obligor in connection with a Finance Document, that Obligor shall pay to the Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax promptly after receipt ofan invoice showing the amount ofindirect Tax. (b) Where a Finance Document requires the Borrower to reimburse the Lender for any costs or expenses, the Borrower shall also at the same time pay and indemnify the Lender against all Indirect Tax incmTed by the Lender in respect of the costs or expenses to the extent that the Lender reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax. 9.7 FATCA information (a) Subject to paragraph (c) below, each Patty must, within ten Business Days of a reasonable request by another Party:confirm to that other Patty whether it is:a FATCA Exempt Party; ornot a FATCA Exempt Party; and (ii) supply to that other Patty such forms, documentation and other info1mation relating to its status under FATCA as that other Party requests to enable that other Party to comply with FATCA. (b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be, a FATCA Exempt Patty, that Party must notify that other Party reasonably promptly. (c) No Patty is obliged to do anything under paragraph (a) or (b) above which would or might in its reasonable opinion constitute a breach of any applicable:law or regulation;fiduciary duty; or

ACTIVE 225736976 20 Project U - Facility Agreement (d) (iii) duty of confidentiality.If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information relating to its status under FATCA requested in accordance with paragraph (a) above (including where paragraph (c) above applies), then that Party may be treated for the purposes of the Finance Documents (and payments made under them) as ifit is not a FATCA Exempt Party until it provides the requested confirmation, forms, documentation or other infornrntion. (e) If the Borrower is a US Tax Obligor and notifies the Lender of that, or the Lender reasonably believes that its obligations under FATCA require it, the Lender must, within ten Business Days of:(i) where the Borrower is a US Tax Obligor, the date of this Agreement; or (ii) where the BotTOWer is not a US Tax Obligor, the date (if any) that the Lender may select, provide to the Borrower: (A) a withholding certificate on Form W-8, F01m W-9 or any other relevant form; or (B) any withholding statement or other document, authorisation or waiver the Lender may require to certify or establish its status under FATCA. (f) If any withholding certificate, withholding statement, document, authorisation or waiver the Lender provides to the Borrower pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, the Lender must promptly update it and provide the updated version to the B01TOwer unless it is unlawful for the Lender to do so (in which case, the Lender must promptly notify the Borrower). 9.8 FATCA Deduction and gross up by Obligor (a) If an Obligor is required to make a FATCA Deduction, that Obligor must make that FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA. (b) If a FATCA Deduction is required to be made by an Obligor, the amount of the payment due from the Obligor will be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required. (c) The Borrower must promptly on becoming aware that an Obligor must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction) notify the Lender accordingly. Similarly, the Lender notify the Borrower and that Obligor on becoming so aware in respect of a payment payable to the Lender. (d) Within 30 days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Obligor making that FATCA Deduction or payment must deliver to the Lender evidence reasonably satisfactoty to the Lender that the FATCA Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant governmental or taxation authority.

9.9 ACTIVE 225736976 21 Project U - Facility Agreement FATCA Deduction by the Lender (a) The Lender may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and the Lender is not required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. If the Lender becomes aware that it must make a FATCA Deduction in respect of a payment to another Party (or that there is any change in the rate or the basis of such FATCA Deduction) must notify that Party. (b) The Borrower must pay to the Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been (directly or indirectly) suffered by the Lender as a result of it making a FATCA Deduction in respect of a payment due to it under a Finance Document. (c) The Lender making, or intending to make, a claim under paragraph (b) above must promptly notify the Borrower of the FATCA Deduction which will give, or has given, rise to the claim. 9.10 Other information (a) Subject to paragraph (b) below, each Party must, within ten Business Days ofa reasonable request by another Party, supply to that other Party such forms, documentation and other information relating to its status as that other Party requests to enable that other Party to comply with any applicable law or regulation implementing similar international arrangements for the exchange of Tax or financial information between jurisdictions. (b) No Party is obliged to do anything under paragraph (a) above which would or might in its reasonable opinion constitute a beach of any applicable:law or regulation;fiduciary duty; orduty of confidentiality. 10. INCREASED COSTS 10.1 DefinitionsIn this Agreement:Basel II means the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel Ill).Basel III means: (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee in December 2010, each as amended; (b) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee in November 2011, as amended; and

(c) any fmther guidance or standards published by the Basel Committee relating to "Basel III".Basel Committee means the Basel Committee on Banking Supervision.CRD IV means (A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prndential requirements for credit institutions and investment firms and amending Regulation (EU No 648/2012) and (B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.Increased Costs means: ACTIVE 225736976 22 Project U - Facility Agreement (a) a reduction in the rate ofreturn from the Facility or on the Lender's (or its Affiliate's) overall capital; (b) an additional or increased cost; or (c) a reduction of any amount due and payable under any Finance Document,which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into a Finance Document or funding or performing its obligations under any Finance Document.10.2 Increased CostsExcept as provided below in this Clause, the Borrower must pay to the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of: (a) the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation; (b) compliance with any law or regulation made after the date of this Agreement; or (c) the implementation or application of, or compliance with, Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, the Lender or any of its Affiliates). 10.3 Increased Costs claims (a) If the Lender intends to make a claim for any Increased Costs it must notify the Borrower of the circumstances giving rise to and the amount of the claim. (b) The Lender must, as soon as reasonably practicable after a demand by the Borrower, provide a ce1tificate confirming the amount of its Increased Costs. ExceptionsThe Borrower need not make any payment for any Increased Costs to the extent that the Increased Cost is:attributable to a Tax Deduction required by law to be made by an Obligor;attributable to a FATCA Deduction required to be made by a Party;

ACTIVE 225736976 23 Project U - Facility Agreement (c) compensated for by paragraph (b) of Clause 9.9 (FATCA Deduction by the Lender); (d) compensated for by Clause 9.3 (Tax indemnity) (or would have been compensated for under Clause 9.3 (Tax indemnity) but was not compensated for solely because any of the exclusions in paragraph (b) of Clause 9.3 (Tax indemnity) applied); (e) attributable to the wilful breach by the Lender or any of its Affiliates of any law or regulation; or (f) attributable to the implementation or application of, or compliance with, Basel II or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, the Lender or any of its Affiliates). 11. OTHER INDEMNITIES 11.1 Currency indemnity (a) The Borrower must (or must procure that an Obligor will) as an independent obligation indemnify the Lender against any cost, loss or liability arising out of or as a result of: (i) the Lender receiving an amount in respect of an Obligor's liability under the Finance Documents; or (ii) that liability being converted into a claim, proof, order, judgment or award,in a cmTency other than the currency in which the amount is expressed to be payable under the relevant Finance Document. (b) To the extent permitted by law, each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable. 11.2 Other indemnities (a) The Borrower must (or must procure that an Obligor will) indemnify the Lender against any cost, loss or liability incurred by the Lender as a result of:(i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date; (iii) funding, or making arrangements to fund, a Loan requested in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by the Lender alone); (iv) a Loan (or part of a Loan) not being prepaid in accordance with the Finance Documents; (v) investigating any event which the Lender reasonably believes to be a Default; (vi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement;

(vii) ACTIVE 225736976 24 Project U - Facility Agreement the taking, holding, protection or enforcement of the Security Interests under the Security Documents; (viii) the exercise ofany of the rights, powers, discretions and remedies vested in the Lender in connection with the Security Interests under the Security Documents, by the Finance Documents or by law; or (ix) acting or relying on any notice, request or instruction which the Lender reasonably believes to be genuine, correct and appropriately authorised. (b) The B01Tower's liability in each case includes any cost, loss or liability incurred on account of funds borrowed, contracted for or utilised to fund any Loan or any other amount payable under any Finance Document. 12. MITIGATION 12.1 Mitigation (a) The Lender must, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable under or pursuant to, or being cancelled pursuant to, any of Clause 6.1 (Illegality), Clause 9 (Tax gross up and indemnities), Clause 10 (Increased Costs) including without limitation transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. (b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents. 12.2 Limitation of liability (a) The Borrower must indemnify the Lender promptly for any cost, loss or liability reasonably incurred by the Lender as a result of steps taken by it under this Clause. (b) The Lender is not obliged to take any steps under this Clause if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it. 13. COSTS AND EXPENSES 13.1 Transaction expensesThe Borrower must pay to the Lender the amount of all costs and expenses (including legal fees and transaction costs) reasonably incurred by it (or by any Receiver) in connection with the negotiation, preparation, printing, execution and perfection of: (a) this Agreement and any other documents referred to in this Agreement or in a Security Document; (b) any other Finance Documents executed after the date of this Agreement; and (c) costs and expenses in relation to the Initial Valuation Report.13.2 Amendment costsIf:

(a) ACTIVE 225736976 25 Project U - Facility Agreement an Obligor requests an amendment, waiver or consent in connection with a Finance Document; or (b) an amendment is required or expressly contemplated under a Finance Document,the Borrower must reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by it (or by any Receiver) in responding to, evaluating, negotiating or complying with that request or amendment.Enforcement costsThe Borrower must pay to the Lender the amount of all costs and expenses (including legal fees) incurred by it (or by any Receiver) in connection with:the enforcement of, or the preservation of any rights under, any Finance Document; or (b) any proceedings instituted by or against the Lender (or any Receiver) as a consequence of it entering into a Finance Document. 14. REPRESENTATIONS RepresentationsThe representations and warranties set out in this Clause are made by the Borrower to the Lender on the dates set out in Clause 14.17 (Times for making representations).StatusEach Corporate Obligor: (a) is a limited liability company, duly incorporated, validly existing and (where applicable) in good standing under the law of its jurisdiction of original incorporation and in good standing; (b) has the power to own its assets and carry on its business as it is being conducted.14.3 Binding obligations (a) The obligations expressed to be assumed by a Transaction Obligor in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations. (b) Each Finance Document to which a Transaction Obligor is a party is in the proper form for its enforcement in the jurisdiction of incorporation or jurisdiction of residence (as the case may be) of that Transaction Obligor. Non-conflict with other obligationsThe entry into and performance by a Transaction Obligor of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:any law or regulation applicable to it;in respect of a Corporate Obligor only, its constitutional documents; orany agreement or instrument binding on it any of its assets.

Power and authorityEach Transaction Obligor has the power to enter into and perform, and has taken all necessary action to authorise its entry into and performance of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.Validity and admissibility in evidenceAll Authorisations required or desirable: ACTIVE 225736976 26 Project U - Facility Agreement (a) to enable a Transaction Obligor lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and (b) to make the Finance Documents to which a Transaction Obligor is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected and are in full force and effect.Governing law and enforcementAny:submission under a Finance Document to the jurisdiction of particular courts;agreement as to the governing law of a Finance Document; andagreement not to claim any immunity to which it or its assets may be entitled, is legal, valid and binding under the laws of its Relevant Jurisdictions. (b) Any judgment obtained in relation to a Finance Document in the courts to whose jurisdiction an Obligor submitted will be recognised and enforced by the courts of its Relevant Jurisdictions. Deduction of TaxA Transaction Obligor is not required to make any Tax Deduction from any payment it may make under any Finance Document to a Lender.No filing or stamp taxesUnder the laws of its Relevant Jurisdictions, it is not necessary that the Finance Documents be registered, filed, recorded, notarised or enrolled with any court or other authority in any of those jurisdictions or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to them or the transactions contemplated by them except for: (a) the registration of the paiticulars of the Borrower Share Charge with the Registrar of Corporate Affairs of the British Virgin Islands and in each Shareholder's register of charges which registrations, filings, Taxes and fees will be made and paid promptly after the date of the Borrower Share Charge; and (b) the registration of the pa1ticulars of the Preference Share Charge with the Registrar of Corporate Affairs of the British Virgin Islands and in the Borrower's register of charges which registrations, filings, Taxes and fees will be made and paid promptly after the date of the Preference Share Charge.

14.10 No default ACTIVE 225736976 27 Project U -Facility Agreement (a) No Event of Default is continuing or might reasonably be expected to result from the ent1y by an Obligor into, or the performance of that Obligor, or any transaction contemplated by, any Finance Document. (b) No other event or circumstance is continuing which constitutes a default under any other agreement or instrument which is binding on an Obligor or to which any assets of an Obligor are subject to an extent or in a manner which has or is reasonably likely to have a Material Adverse Effect. Non-Hong Kong companyEach of the Bo1rower and the PRC Co is not registered as a non-Hong Kong company within the meaning of Part 16 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong).No misleading information (a) All information supplied by an Obligor or on behalf of an Obligor to the Lender in connection with the Finance Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated to be given. (b) The financial projections supplied to the Lender have been prepared on the basis of recent historical information and on the basis ofreasonable assumptions. (c) Nothing has occurred or been omitted from the information referred to in paragraphs (a) and(b) above and no information has been given or withheld that results in that information being untrue or misleading in any material respect. 14.13 Financial statements (a) The unaudited consolidated financial statements or audited financial statements (as applicable) of each Obligor most recently delivered to the Lender (which, at the date of this Agreement, are its Original Financial Statements):(i) were prepared in accordance with GAAP, consistently applied; and (ii) give a true and fair view of its financial condition as at the date to which they were drawn up and operations during the relevant financial year (consolidated, if applicable). (b) There has been no material adverse change in its business or financial condition since the date to which its Original Financial Statements were drawn up. Pari passu rankingThe payment obligations of an Obligor under the Finance Documents rank at least pari passu with the claims of all its unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.No proceedings pending or threatenedNo litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if adversely determined, would be reasonably be expected to have a Material

Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened in writing against any Obligor.14.16 Immunity ACTIVE 225736976 Project U - Facility Agreement 28 (a) The entry into by an Obligor of each Finance Document to which it is a party, and the exercise by it of its rights and performance by it of its obligations under each Finance Document to which it is a party, constitute private and commercial acts performed for private and commercial purposes. (b) The transactions contemplated by each Finance Document to which it is a party are commercial transactions. (c) Each Obligor will not be entitled to claim immunity from suit, recognition, enforcement, execution, attachment or other legal process, or other relief in any proceedings taken in any Relevant Jurisdiction in relation to any Finance Document. 14.17 Times for making representations (a) The representations and warranties set out in this Clause are made by each Obligor (or, if the relevant provision so states, the Borrower) on the date of this Agreement. (b) The Repeating Representations are deemed to be made by each Obligor (or, if the relevant provision so states, the Borrower) by reference to the facts and circumstances then existing on the date of each Utilisation Request, on the first day of each Interest Period and on each date during the Availability Period. 15. INFORMATION UNDERTAKINGS The undertakings in this Clause remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.15.1 Financial statementsThe Borrower must supply to the Lender, to the extent permitted by applicable laws and regulations: (a) (b) as soon as the same become available, but in any event within 180 days after the end of each of its financial years:its unaudited consolidated financial statements for that financial year; andthe audited financial statements of each Corporate Obligor for that financial year; andas soon as the same become available, but in any event within 120 days after the end of each half of each of its financial years:its consolidated financial statements for that financial half-year; andthe financial statements of each Corporate Obligor for that financial half-year. 15.2 Compliance Certificate (a) The Borrower must supply to the Lender a duly completed Compliance Certificate with each set of its financial statements delivered to the Lender under this Agreement.

(b) A Compliance Ce1tificate must be signed by one director of the Borrower.15.3 Requirements as to financial statements ACTIVE 225736976 Project U - Facility Agreement 29 (a) The Borrower must ensure that each set of financial statements delivered under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up. (b) The Borrower must ensure that each set of financial statements of a Corporate Obligor delivered under this Agreement is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the relevant Obligor) deliver to the Lender: (i) a full description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods on which that Obligor's Original Financial Statements were prepared; and (ii) sufficient infonnation, in form and substance as may be reasonably required by the Lender to enable the Lender to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and that Obligor's most recent audited financial statements delivered to the Lender under this Agreement. Any reference in this Agreement to those financial statements will be construed as a reference to those financial statements as adjusted to reflect the basis on which the relevant Original Financial Statements were prepared. (c) If the Borrower notifies the Lender of a change under paragraph (b) above, the Borrower and the Lender must enter into negotiations in good faith for a period of not more than 30 days with a view to agreeing any amendments to this Agreement required to put the Borrower and the Lender to the extent practicable in the same position as they would have been in if the change had not happened. Any such amendments agreed by the Borrower and the Lender will bind all the Parties. (d) If no agreement is reached under paragraph (c) above on the required amendments to this Agreement, the Borrower must ensure that its auditors ce1iify those amendments and the certificate of the auditors will, in the absence of manifest error, bind all the Parties. 15.4 Information - miscellaneousThe Borrower must supply to the Lender, to the extent permitted by applicable laws and regulations: (a) at the same time as they are dispatched, copies of all documents dispatched by the Borrower to its creditors generally (or any class of them); (b) promptly on becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations which are current, threatened or pending against the Borrower and which have or could reasonably be expected to have, if adversely determined, a Material Adverse Effect;

31 Project U -Facility Agreement ACTIVE 225736976 (c) promptly on request, such fmther information regarding the financial condition, business and operations of the Borrower as the Lender may reasonably request; and (d) promptly on request, information on the assets owned by an Individual Guarantor as the Lender may reasonably request. 15.5 Notification of Default (a) Each Obligor must notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly on becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor). (b) Promptly on request by the Lender, the Borrower must supply to the Lender a ce1tificate, signed by two of its directors or senior officers on its behalf, certifying that no Default is continuing (or, if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it). 15.6 "Know your customer" checksEach Obligor must, promptly on request by the Lender, supply, or procure the supply of, any documentation or other evidence reasonably requested by the Lender (whether for itself or on behalf of any prospective new Lender) to enable the Lender or prospective new Lender to carry out and be satisfied with the results of any "know your customer" checks or other similar checks required under any applicable law or regulation in connection with the transactions contemplated by the Finance Documents. 16. FINANCIAL COVENANTS The undertakings in this Clause remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.16.1 DefinitionsIn this Agreement:Cash means, at any time, cash at bank or in hand or in transit, or payments made by cheques or debit cards which are yet to be received in cleared funds, or any credit balance on an account to which a member of the PRC Co Group (or together with other members of the Group) is beneficially entitled and for so long as: (a) repayment of those moneys are not contingent on the prior discharge of any other indebtedness of any member of the PRC Co Group other than any indebtedness included in the calculation Consolidated Total Net Debt; (b) there is no Security Interest over those moneys except for the Security Interest creaed or expressed to be created pursuant to a Security Document; and (c) such moneys (save for and in such circumstances, moneys securing the indebtedness referred to in parentheses in paragraphs (a) and (b) above) are capable of being applied in repayment or prepayment of the Facilities within 90 days without any condition other than the lapse of time and notice being given having to be fulfilled. Consolidated Total Borrowings means, in respect of the PRC Co Group, at any time, the aggregate of the following liabilities calculated at the nominal, principal or other amount at which the liabilities

would be carried in a consolidated balance sheet of the Borrower drawn up at that time (or in the case of any guarante e, indemnity or similar assura nce referred to in paragraph (i) below, the maximum liability under the relevant instrument):any moneys borrowed ;any redeemable preference shares;any acceptance under any acceptance credit (includ in g any demat erialise d equivalent);any bond, note, debenture, loan stock or other similar instrument;any indebtedness under a Finance Lease; 32 Project U -Facility Agreement ACTIVE 225736976 (f) any moneys owin g in connection with the sale or discounting of receivables (except to the extent that there is no recourse); (g) any indebtedness arising from any deferred payment agreements arranged primari ly as a method of raising finance or financ ing the acquisition of an asset; (h) any in de btedness arising in connection with any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing ; and (i) any i ndebtedness of any person of a type referred to in the above paragraphs which is the subject of a guarantee, indemnity or simi la r assurance against financial loss given by a member of the PRC Co Group. Consolidated Total Net Debt means , at any time, the Consolidated Total Borrowings less the aggregate amou nt of Cash held by memb ers of the PRC Co Group.Owner's Equity means , at any time, the amou nt representi ng the equity stake currently held on the books by the equity holde rs of PRC Co, calcul ated as the conso lid ated total assets of the PRC Co Group minus the consolidated total liabiliti es of the PRC Co Group.16.2 Gearing The Conso lid ated Total Net Debt of the PRC Co must not excee of the PRC Co at any time. 17. GENERAL UNDERTAKINGS fthe Owner' s Equity The undert akings in this Clause remain in force from the date of this Agreement for so long as any amount is outstand ing under the Finance Documents or any Commitment is in force.GeneralThe Borrower agrees to, and procure the relevant Transaction Obli gor to, be bound by the unde1i akings set out in this Clause relating to it.AuthorisationsEac h Transaction Obli gor must promptly:obtain, compl y with and do all that is necessary to maintain in full force and effect; and

33 Project U -Facility Agreement ACTIVE 225736976 (b) supply ce1iified copies to the Lender of,any Authorisation required under any applicable law or regulation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in each of its Relevant Jurisdictions of any Finance Document.Compliance with lawsEach Transaction Obligor must comply in all respects with all laws to which it may be subject, if failure to comply would materially impair its ability to perform its obligations under the Finance Documents.Pari passu rankingEach Transaction Obligor must ensure that its payment obligations under the Finance Documents at all times rank at least pari passu with the claims of all its unsecured and unsubordinated creditors, except for obligations mandatorily prefetTed by law applying to companies generally.Negative pledge (a) In this Clause 17.5 (Negative pledge), Quasi-Security Interest means an arrangement or transaction described in paragraph (c) below. (b) Except as provided below, a Corporate Obligor (other than the PRC Co) may not create or allow to exist any Security Interest over any of its assets (including any Preference Shares that it subsequently acquires that are not charged under a Security Document). (c) Except as provided below, a Corporate Obligor (other than the PRC Co) may not:(i) sell, transfer or otherwise dispose of any of its receivables on recourse terms; (ii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect,in circumstances where the airnngement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (d) Paragraphs (b) and (c) above do not apply to any Security Interest or Quasi-Security Interest listed below: (i) any netting or set-off arrangement entered into by a Corporate Obligor (other than the PRC Co) in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (ii) any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a Corporate Obligor (other than the PRC Co) for the purpose of: (A) hedging any risk to which a Corporate Obligor (other than the PRC Co) is exposed in its ordinary course of trading; or

(B) 34 Project U -Facility Agreement ACTIVE 225736976 its interest rate or cmTency management operations which are carried out in the ordinary course of business and for non-speculative purposes only, excluding, in each case, any Security Interest or Quasi-Security Interest under a credit support arrangement in relation to a hedging transaction; (iii) any lien arising by operation of law and in the ordinary course of trading; (iv) any Security Interest or Quasi-Security Interest over or affecting any asset acquired by a Corporate Obligor after the date of this Agreement if: the Security Interest or Quasi-Security Interest was not created in contemplation of, or since, the acquisition of that asset by a Corporate Obligor (other than the PRC Co);the principal amount secured has not been increased in contemplation of, or since, the acquisition of that asset by a Corporate Obliger (other than the PRC Co); and (C) the Security Interest or Quasi-Security Interest is removed or discharged within three Months of the date of acquisition of that asset; or (v) any Security Interest or Quasi-Security Interest entered into pursuant to any Finance Document. 17.6 Disposals (a) Except as provided below, a Corporate Obligor (other than the PRC Co) may not, either in a single transaction or in a series of transactions (whether related or not), dispose of all or any part of any asset without the prior written consent of the Lender. (b) Paragraph (a) above does not apply to any disposal:(i) made in the ordinary course of trading of the disposing entity; or (ii) of assets in exchange for other assets comparable or superior as to type, value and quality. 17.7 Financial Indebtedness (a) Except as provided below, a Corporate Obligor (other than the PRC Co) may not incur or permit to be outstanding any Financial Indebtedness without the prior written consent of the Lender. (b) Paragraph (a) above does not apply to:(i) any Financial Indebtedness incurred under the Finance Documents; (ii) any loan advanced by a shareholder or a director of a Corporate Obligor to that Corporate Obligor; (iii) any Financial Indebtedness of any person acquired by a Corporate Obliger which is incurred under arrangements in existence at the date of the acquisition and not

incurred or increased in contemplation ofit, but only until the date three Months after the date of the acquisition; or 35 Project U -Facility Agreement ACTIVE 225736976 (iv) any derivative transaction protecting against or benefiting from fluctuations in any rate or price entered into in the ordinary course of business, provided that a Corporate Obligor must not incur or permit to be outstanding any Financial Indebtedness that has the benefit of any Security Interest over any Preference Shares that it subsequently acquires.17.8 Mergers (a) A Corporate Obligor (other than the PRC Co) may not enter into any amalgamation, demerger, merger or corporate reconstruction without the prior written consent of the Lender. (b) A Corporate Obligor (other than the PRC Co) may not enter into any corporate restructuring or reorganisation without the prior written consent of the Lender. Change of businessEach Corporate Obligor must ensure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement.Guarantees and indemnities (a) Except as provided below, the Borrower will not incur or allow to remain outstanding any guarantee, indemnity or other assurances against loss in respect of any obligation of any person. (b) Paragraph (a) above does not apply to:(i) any guarantee or indemnity provided under the Finance Documents; (ii) guarantees and indemnities which constitute, are part of or are given under or in connection with any Financial Indebtedness of a Corporate Obligor expressly permitted under the Finance Documents; (iii) guarantees granted by the Borrower in its ordinary course of business; or (iv) guarantees or loans to which the Lender has given its prior written consent. AcquisitionsA Corporate Obligor (other than the PRC Co) may not acquire any business, shares or other ownership interests in any other person other than the Preference Shares without the prior written consent of the Lender.Environmental mattersIn this Clause 17.12 (Environmental matters):Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

36 Project U -Facility Agreement ACTIVE 225736976 (i) air (including, without limitation, air within natural or man-made structures, whether above or below ground); (ii) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and (iii) land (including, without limitation, land under water).Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.Environmental Law means any applicable law or regulation which relates to: (i) the pollution or protection of the Environment; (ii) the conditions of the workplace; or (iii) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment including, without limitation, any waste. Environmental Permit means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Corporate Obligor conducted on or from properties owned or used by any Corporate Obligor.Each Obligor must:comply with all Environmental Law;obtain, maintain and ensure compliance with all requisite Environmental Permits; and (iii) implement procedures to monitor compliance with and to prevent liability under any Environmental Law, where failure to do so would have or would be reasonably likely to have a Material Adverse Effect or result in any liability for the Lender. (c) Each Obligor must, promptly on becoming aware, notify the Lender of:(i) any Environmental Claim started, or to its knowledge, threatened; (ii) any facts or circumstances reasonably likely to result in any Environmental Claim being started or threatened; and (iii) any suspension, revocation or non-renewal of any Environmental Permit,which has or (in the case of a claim, if it was substantiated) would be reasonably likely to or would have a Material Adverse Effect or result in any liability for the Lender.17.13 Use of proceedsThe Borrower must ensure that the utilisation of the Facility and the proceeds of each Loan are used in accordance with Clause 3 (Purpose) of this Agreement.

37 Project U -Facility Agreement ACTIVE 225736976 17.14 Appointment of directors (a) At any time so long as any amount is outstanding under this Agreement or any Commitment is in force, the Lender has the right to appoint (and to replace and/or remove any such persons appointed) a director of the BoITower. (b) The Borrower shall give effect to the appointment of the Lender Representative Director nominated pursuant to paragraph 5(e) of Part 1 to Schedule 1 (Conditions precedent). (c) If the Lender appoints, replaces or removes the Lender Representative Director, the BoITower must take all actions that are necessary or may be required by the Lender to give effect to such appointment, replacement or removal of the Lender Representative Director, provided that such replacement Lender Representative Director is able to execute the duties of a non executive director or is otherwise approved by the BoITower. (d) Each Corporate Obligor must ensure that: (i) the Lender Representative Director will not be removed or replaced without the prior written consent of the Lender; (ii) upon his appointment by the Lender, the Lender Representative Director shall have the following rights in respect of the Borrower, in addition to any other rights he may have in his capacity as a director of the BoITower: (A) to attend any board or committee meetings and receive all notices, materials, proposed resolutions and adopted resolutions in respect thereof; and (B) to access and review any documents or contracts (including, but not limited to, any corporate records, financial records and any agreement or document entered into by the Borrower or any person on their behalf); (iii) upon his appointment by the Lender, the Lender Representative Director has the veto right in respect of the Reserved Matters; and (iv) without prejudice to and notwithstanding any other prov1s1on in the Finance Documents, the BoITower will not dispose of all or any material part of any asset without the consent of the Lender Representative Director. (e) For avoidance of doubt, the Borrower may proceed with any matter or resolution relating to the purchase of the Preference Shares and/or the repayment of shareholder loans under Clause3.1 (Purpose) without the prior consent of the Lender or the Lender Representative Director. (f) The Lender shall procure the Lender Representative Director to attend all board meetings of the Borrower or consider all written resolutions discussing or concerning any matter that require his consent (and such consent shall not be unreasonably withheld). Articles of associationThe Borrower take all actions necessary to amend its articles of association to:incorporate the Reserved Matters; and (b) facilitate any transfer of shares pursuant to the Borrower Share Charge and procure its board of directors to register such transfer.

17.16 Debt Account 38 Project U -Facility Agreement ACTIVE 225736976 (a) The Borrower must not remove or replace, or permit to be removed or replaced, the signatory of the Debt Account who is designated by the Lender without the prior written consent of the Lender. (b) The Borrower shall ensure that, at all times with effect from the first Utilisation Date and for so long as any Loan is outstanding, the aggregate balance standing to the credit of the Debt Acount is not less than the Debt Account Minimum Balance. (c) The Borrower must, on or before the date falling ten days prior to the due date of any principal amount of the Loan or any interest on it, deposit an amount equal to the relevant principal and accrued interest into the Debt Account. 17.17 Group StructureThe Borrower may not create or acquire any Subsidiary without the prior written consent of the Lender. 18. EVENTS OF DEFAULT 18.1 Events of DefaultEach of the events or circumstances set out in this Clause is an Event of Default (other than Clause18.15 (Acceleration)).Non-paymentA Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document in the manner and at the place and in the currency in which it is expressed to be payable, unless:its failure to pay is caused by:administrative or technical error; ora Disruption Event; andpayment is made within three Business Days of its due date.Financial covenants and failure to completeAny requirement of Clause 16 (Financial covenants) is not satisfied. (b) The acquisition of certain Preference Shares from DCM pursuant to the Share Transfer Agreement fails to complete by 30 November 2017. 18.4 Other obligations (a) A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 18.2 (Non-payment) or Clause 18.3 (Financial covenants). (b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the earlier of (A) the Lender giving notice to the Borrower of the failure to comply and (B) any Obligor becoming aware of the failure to comply.

MisrepresentationAny representation, warranty or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or in any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, unless the circumstances giving rise to·the misrepresentation, breach of wa1rnnty or misstatement:are capable ofremedy; and 39 Project U -Facility Agreement ACTIVE 225736976 (b) are remedied within ten Business Days of the earlier of the Lender giving notice of the misrepresentation, breach of warranty or misstatement to the Borrower and any Obligor becoming aware of the misrepresentation, breach of warranty or misstatement. 18.6 Cross-defaultAny of the following occurs in respect of a Transaction Obligor: (a) any of its or his Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period); (b) any of its or his Financial Indebtedness is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default (however described); (c) any commitment for any of its or his Financial Indebtedness is cancelled or suspended by any of its or his creditors as a result of an event of default (however described); or (d) any of its or his creditors becomes entitled to declare any of its Financial Indebtedness due and payable before its specified maturity as a result of any event of default (however described). Insolvency· A Transaction Obligor (other than an Individual Guarantor):is unable or admits inability to pay its debts as they fall due; (ii) is deemed or is declared for the purposes of any applicable law to be unable to pay its debts as they fall due; (iii) suspends making payments on any of its debts; or (iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of its indebtedness. (b) An Individual Guarantor: (i) is, or is deemed for the purposes of any applicable law to be, unable to pay his debts as they fall due or bankrupt, suspends making payments on any of his debts or by reason of actual or anticipated financial difficulties, commences negotiations with one or more of his creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of his indebtedness;

40 Project U -Facility Agreement ACTIVE 225736976 (ii) admits his inability to pay his debts as they fall due; (iii) commits an act of bankruptcy; or (iv) dies, is of unsound mind, or becomes mentally incapacitated or unable to manage his affairs. (c) A moratorium is declared in respect of any indebtedness of any Corporate Obligor.18.8 Insolvency proceedings (a) Except as provided below, any corporate action, legal proceedings or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor (other than an Individual Guarantor); (ii) a compos1t10n, compromise, assignment or arrangement with any creditor of any Transaction Obligor (other than an Individual Guarantor); (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Transaction Obligor (other than an Individual Guarantor or any of its assets; (iv) enforcement of any Security Interest over any assets of any Transaction Obligor (other than an Individual Guarantor); or (b) (v) any analogous procedure or step is taken in any jurisdiction.Any of the following occurs in respect of an Individual Guarantor:(i) a certificate is issued for the summary administration of his estate; (ii) he enters into any composition, scheme, individual voluntary arrangement or other arrangement with his or her creditors or has an interim order made in relation to him; (iii) any person presents a petition or files documents with a court or any registrar for his bankruptcy; (iv) a bankruptcy order is made against him or he is otherwise adjudicated bankrupt; (v) a receiver, receiver and manager, judicial manager, trustee in bankruptcy, nominee, supervisor, official manager or similar person is appointed in respect of him or any of his assets; or (c) (vi) any other analogous step or procedure is taken in any jurisdiction.Paragraph (a) or (b) above does not apply to a petition for winding-up presented by a creditor which is frivolous or vexatious or which is being contested in good faith and with due diligence, and, in each case, is discharged, stayed or dismissed within 14 days of commencement.

Creditors' processAny expropriation, attachment, sequestration, distress, execution or analogous event affects any asset or assets of a Transaction Obligor and is not discharged within 14 days.Cessation of businessA Transaction Obligor ceases, or threatens to cease, to carry on business except as a result of any disposal allowed under this Agreement.Unlawfulness 41 Project U -Facility Agreement ACTIVE 225736976 (a) It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents. (b) Any Finance Document is not effective in accordance with its terms or is alleged by a Transaction Obligor to be ineffective in accordance with its terms for any reason. (c) A Security Document does not create a Security Interest it purports to create.RepudiationA Transaction Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.LitigationAny investigation, litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency has been commenced, or are pending, against any Transaction Obligor or any asset of an Obligor which proceedings alone or together with any other such proceedings the Lender reasonably consider to have or be likely to have a Material Adverse Effect.Material adverse changeAny event or series of events occurs which, in the opinion of the Lender, has or is reasonably likely to have a Material Adverse Effect.AccelerationIf an Event of Default is continuing, the Lender may, by notice to the Borrower:cancel all or part of the Commitment; (b) declare that all or part of the Loans, together with accrued interest (including Default Interest), and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable; (c) declare that all or part of the Loans, together with accrued interest (including Default Interest), and all other amounts accrued or outstanding under the Finance Documents be payable on demand by the Lender; and/or (d) exercise any or all of its rights, powers, authorities, discretions or remedies under the Finance Documents (including but not limited to the Deed of Undertaking). Any such notice will take effect in accordance with its terms.

19. 42 Project U -Facility Agreement ACTIVE 225736976 TRANSFER BY THE LENDER Assignments and transfers by the LenderSubject to the other provisions of this Clause, the Lender may:assign any of its rights; ortransfer by novation all of its rights and obligations,under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).Conditions of assignment or transfer (a) The consent of the B01rnwer is not required for an assignment or transfer by the Lender of any of its obligations owed to the Borrower under the Finance Documents in respect of the Commitment. (b) If: (i) the Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a Tax Payment or a payment relating to Increased Costs, then unless the assignment or transfer is made as a result of Clause 12 (Mitigation), the relevant Obligor need only make that Tax Payment or payment relating to Increased Costs to the same extent that it would have been obliged to pay if the assignment, transfer or change had not occuned.ProcedureA transfer of obligations will be effective only if the New Lender confirms to the Borrower in form and substance satisfactory to the Borrower that it is bound by the terms of this Agreement as the Lender. On the transfer becoming effective in this manner, the Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.Security over Lender's rightsIn addition to the other rights provided to the Lender under this Clause, the Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or othe1wise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of the Lender including, without limitation: (a) any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and (b) if the Lender is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by the Lender as security for those obligations or securities,

43 Project U -Facility Agreement ACTIVE 225736976 except that no such charge, assignment or Security Interest will: (i) release the Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or (ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the Lender under the Finance Documents. 20. CHANGES TO THE OBLIGORS 20.1 Assignments and transfers by ObligorsNo Obligor may assign any of its rights or transfer any of its rights and obligations under the Finance Documents without the prior consent of the Lender. 21. APPLICATION OF PROCEEDS Order of applicationSubject to Clause 21.2 (Prospective liabilities), all amounts from time to time received or recovered by the Lender or any Receiver pursuant to the terms of any Finance Document or in connection with the realisation or enforcement of all or any part of any security created by the Security Documents (for the purposes of this Clause, the Recoveries) will be held by the Lender to apply them at any time as the Lender (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause), in the following order:in or towards payment of any sums owing to any Receiver; (b) in or towards payment of all costs and expenses incurred by the Lender or any Receiver in connection with any realisation or enforcement of the Security Documents; and (c) in payment to the Lender in accordance with this Agreement.Prospective liabilitiesAfter the Lender exercises any of its rights under Clause 18.15 (Acceleration), the Lender may, in its discretion, hold any amount of the Recoveries in one or more interest bearing suspense or impersonal accounts in its name with any financial institution (including itself) and for so long as the Lender thinks fit (the interest being credited to the relevant account) for later application under Clause 21.1 (Order of application) in respect of:any sum payable to the Lender or any Receiver; andany part of the obligations and liabilities secured by the Security Documents,that the Lender reasonably considers, in each case, might become due or owing at any time in the future.Investment of proceedsExcept as otherwise provided in any Security Document, the Lender may:

(a) ACTIVE 225736976 43 Project U - Facility Agreement invest any Recoveries in its name or unde1: its control in any investments which may be selected by the Lender; or (b) place any Recoveries on deposit in its name or under its control at any bank or institution (including itself) and on such terms as the Lender may agree. 21.4 Currency conversion (a) For the purpose of, or pending the discharge of, any of the obligations and liabilities secured by the Security Documents, the Lender may convert any moneys it receives or recovers from one currency to another, at a market rate of exchange. (b) The obligations of any Obligor to pay in the due currency may only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion. 21.5 Permitted deductionsThe Lender may, in its discretion: (a) set aside by way ofreserve amounts required to meet, and make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and (b) pay all Taxes which may be assessed against it in respect of any of the assets subject to a Security Interest under the Security Documents, or as a consequence of performing its duties, or by virtue ofits capacity as Lender, under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement). 22. CONDUCT OF BUSINESS BY THE LENDER No provision of any Finance Document will: (a) interfere with the right of the Lender to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit; (b) oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or (c) oblige the Lender to disclose any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax. 23. PAYMENT MECHANICS 23.1 Payments to the Lender (a) On each date on which an Obligor is required to make a payment to the Lender under a Finance Document, that Obligor must make the payment available to the Lender (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Lender to the Obligor concerned as being customary at the time for settlement of transactions in the relevant currency in the place of payment. (b) Unless a Finance Document specifies that payments under it are to be made in another manner, each payment must be made to such account and with such bank as the Lender specifies.

23.2· ACTIVE 225736976 44 Project U - Facility Agreement No set-off by Obligors All payments to be made by an Obligor under the Finance Documents will be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.23.3 Business Days (a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day will be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). (b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date. 23.4 Currency of account (a) Unless a Finance Document specifies otherwise, US Dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document. (b) Each payment in respect of costs, expenses or Taxes must be made in the currency in which the costs, expenses or Taxes are incurred. (c) Any amount expressed to be payable in a currency other than US Dollars will be paid in that other currency. 23.5 Change of currency (a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then: (i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country will be translated into, or paid in, the currency or currency unit of that country designated by the Lender (after consultation with the Borrower); and (ii) any translation from one currency or cutTency unit to another will be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Lender (acting reasonably). (b) If a change in any cutTency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), the Finance Documents will, to the extent the Lender (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise reflect the change in currency. 23.6 Disruption to payment systems (a) If the Lender determines (in its discretion) that a Disruption Event has occurred or the Lender is notified by the Borrower that a Disruption Event has occurred:

(i) ACTIVE 225736976 45 Project U - Facility Agreement the Lender may, and must if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Lender may decide are necessary in the circumstances; and (ii) the Lender is not obliged to consult with the Borrower in relation to any changes if, in its opinion, it is not practicable to do so in the circumstances and, in any event, is not obliged to agree to any changes. (b) Any agreement between the Lender and the B01TOwer will (whether or not it is finally determined that a Disruption Event has occurred) be binding on the Parties as an amendment to (or, as the case may be, a waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 29 (Amendments and waivers). (c) Notwithstanding any other provision of this Agreement, the Lender will not be liable (whether in contract, tort or otherwise and whether caused by the Lender's negligence, gross negligence or any other categmy of liability whatsoever, but not including any claim based on the fraud of the Lender) for any cost, loss or liability whatsoever any person incurs or any diminution in value arising as a result of the Lender taking or not taking any action under or in connection with this Clause 23.6 (Disruption to payment systems). 23.7 Timing of paymentsIf a Finance Document does not provide for when a particular payment is due, that payment will be due within three Business Days of demand by the person to whom the payment is to be made. 24. SET-OFF Following an Event of Default which is continuing, the Lender may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 25. NOTICES Communications in writingAny communication to be made under or in connection with the Finance Documents must be made in writing and, unless otherwise stated, may be made by fax or letter.AddressesThe contact details of the Borrower for this purpose are: Address: Fax number: E-mail: Attention: Room 2703-06, 27/F, Office Tower, Convention Plaza, 1 Harbour Road, Wan chai, Hong Kong+852 3468 7289company@kingkeyenterprise.com Judy Lam (b) The contact details of the Lender for this purpose are:

Address: Fax number: E-mail: Attention: ACTIVE 225736976 46 Project U - Facility Agreement Suites 2001-2005, 20/F, AJA Central, r Connaught Road Central, Hong Kong (852) 3612 5770liyinsheng@chamc.com.cn Kenneth Li (c) The Borrower or the Lender may change its contact details by giving five Business Days' notice to the Lender or (in the case of the Lender) to the other Parties. 25.3 Delivery (a) Except as provided below, any communication made or delivered by one Party to another under or in connection with the Finance Documents will only be effective:(i) ifby way of fax, when received in legible form; or (ii) ifby way ofletter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address, and, if a particular department or officer is specified as part of its address details provided under Clause 25.2 (Addresses), if addressed to that department or officer. (b) Any communication to be made or delivered to the Lender will be effective only when actually received by the Lender. (c) All communications from or to an Obligor (other than the Borrower) must be sent through the B01Tower. (d) Each Obligor (other than the Borrower) irrevocably appoints the Borrower to act as its agent: (i) to give and receive all communications under or in connection with the Finance Documents; (ii) to exercise any rights or discretions on its behalf under the Finance Documents; (iii) to supply all information concerning itself to the Lender; and (iv) to sign all documents on its behalf under or in connection with the Finance Documents. (e) Any communication made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors. (f) The Lender may assume that any communication made by the Borrower (or by the Bo1Tower on behalf of an Obligor) is made with the consent of each other Obligor. (g) Any communication which would otherwise become effective on a non-working day or after business hours in the place of receipt will be deemed only to become effective on the next working day in that place.

ACTIVE 225736976 47 Project U - Facility Agreement 25.4 Electronic communication (a) Any communication to be made between any of the Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website), if the relevant Patties: (i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and (ii) notify each other of any change to their electronic mail address or any other such information supplied by them. (b) Any electronic communication as specified in paragraph (a) above to be made between an Obligor and the Lender may only be made in that way to the extent that that Obligor and the Lender agree that, unless and until notified to the contrary, this is an accepted form of communication. (c) For the purposes of the Finance Documents, an electronic communication will be treated as being in writing. (d) Any electronic communication as specified in paragraph (a) above made between the Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by an Obligor to the Lender only if it is addressed in such a manner as the Lender may specify for this purpose. (e) Any electronic communication which would otherwise become effective on a non-working day or after business hours in the place in which the Party to whom the relevant communication is sent (or made available) has its address for the purposes of this Agreement will be deemed only to become effective on the next working day in that place. (f) Any reference in a Finance Document to a communication being sent or received will be construed to include that communication being made available in accordance with this Clause25.4 (Electronic communication). 25.5 English language (a) Any communication made under or in connection with any Finance Document must be in English. (b) All other documents provided under or in connection with any Finance Document must be:(i) in English; or (ii) if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document. 26. CALCULATIONS AND CERTIFICATES 26.1 AccountsIn any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

ACTIVE 225736976 48 Project U - Facility Agreement Certificates and determinationsAny certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.Day count conventionsAny interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice. 27. PARTIAL INVALIDITY If, at any time, any tem1 of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, that will not affect: (a) the legality, validity or enforceability in that jurisdiction of any other term of any Finance Document; or (b) the legality, validity or enforceability in other jurisdictions of that or any other tetm of any Finance Document. 28. REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under a Finance Document will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law and may be waived only in writing and specifically. 29. AMENDMENTS AND WAIVERS (a) Any term of or any right or remedy under a Finance Document may be amended or waived only with the consent of the Borrower and the Lender and any such amendment or waiver will be binding on all the Parties. (b) The Lender must notify the other Parties promptly of any amendment or waiver effected by it under paragraph (a) above. (c) Each Obligor agrees to any amendment or waiver permitted by this Clause which is agreed to by the Borrower. 30. CONFIDENTIAL INFORMATION 30.1 Confidentiality (a) The Lender must keep all Confidential Information confidential and not disclose it to any person, save to the extent permitted by Clause 30.2 (Disclosure of Confidential Information). (b) The Lender must ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. 30.2 Disclosure of Confidential InformationThe Lender may disclose:

ACTIVE 225736976 49 Project U - Facility Agreement (a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as the Lender considers appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there is no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; (b) to any person: (i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents to any of that person's Affiliates, Related Funds, Representatives and professional advisers; (ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers; (iii) appointed by the Lender or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf; (iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraphs (b)(i) or (b)(ii) above; (v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange, listing authority or similar body, or pursuant to any applicable law or regulation; (vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; (vii) to whom or for whose benefit the Lender charges, assigns or otherwise creates Security Interests (or may do so) pursuant to Clause 19.4 (Security over Lender's rights); (viii) who is a Party; or with the consent of the Borrower,in each case, such Confidential Information as the Lender considers appropriate if:in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there is no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

ACTIVE 225736976 50 Project U - Facility Agreement (B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; (C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price sensitive information except that there is no requirement to inform if, in the opinion of the Lender, it is not practicable so to do in the circumstances; (c) to any person appointed by the Lender or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents if such service provider has entered into such form of confidentiality undertaking agreed between the Borrower and the Lender; and (d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information. 30.3 Entire agreementThis Clause: (a) constitutes the entire agreement between the Parties in relation to the obligations of the Lender under the Finance Documents regarding Confidential Information; and (b) supersedes any previous agreement, whether express or implied, regarding Confidential Information. Inside informationThe Lender acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Lender undertakes not to use any Confidential Information for any unlawful purpose.Notification of disclosureThe Lender agrees (to the extent permitted by law and regulation) to inform the Borrower: (a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 30.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and (b) on becoming aware that Confidential Information has been disclosed in breach of this Clause.

ACTIVE 225736976 51 Project U - Facility Agreement 30.6 Continuing obligationsThe obligations in this Clause are continuing and, in particular, will survive and remain binding on the Lender for a period of 12 months from the earlier of: (a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and 31. (b) the date on which the Lender othe1wise ceases to be the Lender.COUNTERPARTS Each Finance Document may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. 32. GOVERNING LAW This Agreement is governed by Hong Kong law. 33. ENFORCEMENT 33.1 Jurisdiction (a) Unless specifically provided in another Finance Document in relation to that Finance Document, the Hong Kong courts have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute relating to the existence, validity or termination of any Finance Document) (a Dispute). (b) The Patties agree that the Hong Kong courts are the most appropriate and convenient comts to settle Disputes and accordingly no Party will argue to the contrary. (c) This Clause 33.1 (Jurisdiction) is for the benefit of the Lender only. As a result, to the extent permitted by law: (i) the Lender will not be prevented from taking proceedings relating to a Dispute in any other comts with jurisdiction; and (ii) the Lender may take concurrent proceedings in any number of jurisdictions.Service of processWithout prejudice to any other mode of service allowed under any relevant law, the Borrower: (i) irrevocably appoints Kingkey Enterprise Hong Kong Limited <* J!J' ffi'Eu) as its agent under the Finance Documents for service of process in relation to any proceedings before the Hong Kong courts in connection with any Finance Document; and (ii) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned. (b) If any person appointed as process agent under this Clause 33.2 (Service of process) is unable for any reason so to act, the B01TOwer (on behalf of all the Obligors) must promptly (and in

ACTIVE 225736976 52 Project U - Facility Agreement any event within ten days of the event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another process agent for this purpose.Waiver of immunityEach Obligor irrevocably and unconditionally:waives all rights of immunity to which it or its assets may be entitled;agrees not to claim any immunity from: (i) proceedings brought in any jurisdiction against it or its assets by the Lender in relation to a Dispute; (ii) recognition or enforcement in any jurisdiction of any judgment or order given in relation to a Dispute; or (iii) execution, attachment or other legal process in any jurisdiction against it or its assets in relation to a Dispute, and, in each case, to ensure that no such claim is made on its behalf; (c) submits to the jurisdiction of any court in relation to the recognition of any judgment or order given in relation to a Dispute; and (d) consents generally to the enforcement in any jurisdiction of any judgment or order given in relation to a Dispute and the giving of any relief in any jurisdiction, whether before or after final judgment, including, without limitation: (i) relief by way of interim or final injunction or order for specific performance or recovery of any assets; and (ii) execution, attachment or other legal process against any assets (irrespective of their use or intended use). THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

ACTIVE 225736976 53 Project U - Facility Agreement SCHEDULE 1CONDITIONS PRECEDENT PARTlCONDITIONS PRECEDENT TO FACILITY A 1. Corporate documentation (a) A copy of the constitutional documents of each Corporate Obligor. (b) A copy of the resolutions of the board of directors of each Transaction Obligor (other than an Individual Guarantor): (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute and deliver the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute and deliver the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, ifrelevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (c) A specimen of the signature of each person authorised by the resolutions refe1Ted to in paragraph (b) above. (d) A copy of a resolution signed by the holder of the issued shares in the Bmrnwer: (i) approving the amendments to the memorandum and articles of association of the Borrower to include the rights of the Lender Representative Director; and (ii) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party. (e) Evidence that the second amended and restated memorandum and articles of association of the Bmrnwer has been filed with the Registrar of Corporate Affairs of the British Virgin Islands. (f) A Director's Certificate from each Corporate Obligor substantially in the form of Part 3 of this Schedule. 2. Individual Guarantor documentation (a) A ce1tified copy of the Hong Kong or PRC identity card or passpmt of each Individual Guarantor as being a correct and complete copy of the relevant original document. (b) A certified copy of a specimen signature of each Individual Guarantor. 3. Finance Document (a) The following Finance Documents each duly entered into by the patties to it:(i) this Agreement;

ACTIVE 225736976 54 Project U - Facility Agreement (ii) each Individual Guarantee; (iii) the Deed of Undertaking; (iv) the Botrnwer Share Charge; and (b) (v) the Preference Share Charge.An original or, as the case may be, a copy of each notice and other document required to be executed and sent or delivered, and each acknowledgement or consent required to be obtained under a Security Document. (c) All share certificates, duly executed instruments of transfer and other documents of title (if any) required to be provided under a Security Document (other than the documents referred to in clause I(a) of Part 2 to this Schedule 1). 4. Legal opinions (a) A legal opinion of Sidley Austin, legal advisers to the Lender in respect of Hong Kong law, addressed to the Lender. (b) A legal opinion of Hamey Westwood & Riegels, legal advisers to the Lender in respect of British Virgin Islands law, addressed to the Lender. 5. Other documents and evidence (a) Evidence that each agent under the Finance Documents for service of process in Hong Kong has accepted its appointment. (b) A warning notice to each Individual Guarantor as guarantor under or in connection with the Finance Documents, acknowledged and signed by each Individual Guarantor, pursuant to the Code of Banking Practice of Hong Kong and the relevant circular issued by The Hong Kong Association of Banks and the Law Society of Hong Kong. (c) A copy of the Original Financial Statements. (d) A copy of the Initial Valuation Report to the satisfactory of the Lender in all respects. (e) Evidence that the Lender Representative Director has been nominated for appointment in respect of the Borrower and such appointment will be effective on the first Utilisation Date. (f) Evidence that the signatory of the Debt Account who is designated by the Lender has been duly appointed as a joint signatory to the Debt Account and so acknowledged by the relevant bank. (g) Evidence that the joint authorised signatories of the Debt Account maintained by the Borrower are changed to one signato1y designated by the Lender and one signato1y designated by the Borrower, and specimen signatures of those signatories are lodged with the relevant banks. (h) Evidence that the aggregate balance standing to the credit of the Debt Acount is not less than the Debt Account Minimum Balance. (i) The Lender has obtained all internal approvals for the Utilisation.

ACTIVE 225736976 55 Project U - Facility Agreement PART2CONDITIONS PRECEDENT TO FACILITY B 1. Conditions Precedent (a) All share certificates, duly executed instruments of transfer and other documents of title (if any) in relation to the 4,026,808 Preference Shares to be acquired by the Borrower from DCM required to be provided under the Preference Share Charge. (b) The Lender has obtained all internal approvals for the Utilisation.

ACTIVE 225736976 56 Project U - Facility Agreement PART3FORM OF DIRECTOR'S CERTIFICATE To: [Cathay Rong IV Limited] as LenderKINGKEY NEW ERA AUTO INDUSTRY LIMITED 5.R iJr00A i¥§elH!i q]- US term loanagreement dated [ ], 2017 (the Agreement)I refer to the Agreement. Terms defined in the Agreement have, unless defined in this certificate, the same meaning when used in this certificate.I am a director of [ ] (the Company). I am authorised to give this certificate and certify as follows: 1. Each original and copy document delivered by the Company to the Lender under Schedule 1 (Conditions precedent) to the Agreement (including the documents listed below and attached to this certificate) is true, complete and in full force and effect on the date of this certificate:the memorandum and articles of association of the Company;the certificate of incorporation of the Company;the business registration certificate of the Company; and (d) the minutes of a meeting of the board of directors of the Company held on [ ] (the "Board Approval"). 2. Neither the ent1y into of the Finance Documents by the Company, nor the exercise by it of its rights or performance of its obligations under the Finance Documents will breach any borrowing or other power or restriction binding on the Company under its [memorandum or articles of association]. 3. Each resolution adopted at the meeting referred to above is in full force and effect without modification. 4. The Board Approval constitutes all corporate action necessaiy on the part of the Company to: (a) approve the terms of, and the transactions contemplated by, the Finance Documents to which the Company is a party and resolve that the Company execute the Finance Documents to which it is a party; (b) authorise a specified person or persons to execute the Finance Documents to which the Company is a party on its behalf; and (c) authorise a specified person or persons, on the Company's behalf, to sign and/or despatch all documents and notices (including the Utilisation Request) to be signed and/or despatched by the Company under or in connection with the Finance Documents to which it is a party. 5. The following is a complete list of all persons who are directors of the Company as at the date of this Certificate and who were directors on the date of the meeting referred to above. 6. Each person listed below:

(a) ACTIVE 225736976 57 Project U - Facility Agreement occupies the position stated against his name (and occupied that position on the date each Finance Document was signed by him); (b) is the person duly authorised in the minutes to sign the Finance Documents (and any other document in connection with the Finance Documents) on behalf of the Company; and (c) has his true signature appearing opposite his name.Name Position Specimen Signature 7. Unless disclosed to the Lender in writing, the Company has not created any Security Interests which are subsisting as at the date of this Certificate. 8. Unless we notify you to the contrary in writing, you may assume that this Certificate remains true and correct [up until the date of the first Utilisation by the Company under the Agreement].' 9. At the date of this certificate, the Company is solvent. For Director Include if the Obliger to which the certificate relates is a borrower.

SCHEDULE2FORMS OF UTILISATION REQUESTTo: [Cathay Rong IV Limited] as Lender From:Date:KINGKEY NEW ERA AUTO INDUSTRY LIMITED *i!lH-lr Rffi PcVi}§J- USO term loan facility agreement dated [ ) 2017 (the Agreement) ACTIVE 225736976 58 Project U - Facility Agreement 1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: (a) Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day); and 3. (b) Amount: [ ].We confirm that each condition precedent under the Agreement which is required to be satisfied on the date of this Utilisation Request is satisfied. 4. The proceeds of this Loan should be credited to [account]. 5. This Utilisation Request is irrevocable. By:

SCHEDULE3FORM OF COMPLIANCE CERTIFICATETo: [CATHAY RONG IV LIMITED] as LenderFrom: KINGK.EY NEW ERA AUTO INDUSTRY LIMITED 5R¥ Jr R]:j[i¥* P 0'§'.IDate:KINGKEY NEW ERA AUTO INDUSTRY LIMITED 5R¥ Jr R]:j[i¥* P 06'.J - USD term loanfacility agreement dated [ ) 2017 (the Agreement) ACTIVE 225736976 59 Project U - Facility Agreement 1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate. 2. We confirm that as at [date]:(a) [Consolidated Total Borrowings were [ ] and Cash was [ Total Net Debt was [ ] per cent. of Owner's Equity;] ]; therefore, Consolidated 3. [We set out below calculations establishing the figures in paragraph 2 above: ].] 4. [We confirm that as at [relevant testing date] [no Default is continuing]/[the following Default[s] [is/are] continuing and the following steps are being taken to remedy [it/them]: ]].] By: for .............................................

SIGNATORIESBorrower EXECUTED AND DELIVERED ASA DEEDby Chen ,Jiarongfor and on behalf ofKINGKEY NEW ERA AUTO INDUSTRY LIMITED 3R£H4r R 0'6J )))))) W\c.l CJlw.J (Witn ss signature) Witness name: Witness address: Facility Agreement - signature page ofKingkey New Era Auto Industry Limited

Lender SIGNED by Lvt .J { U.2.HOY for and on behalf of CATHAY RONG IV LIMITED l_1 . l_\n_ Facility Agreement - signature page of Cathay Rong IV Limited

Exhibit 99.3

EXECUTION VERSION DATED 25 OCTOBER2017betweenKINGKEY NEW ERA AUTO INDUSTRY LIMITED: t!I!iif.ITlJl!!)'9:*:@ irn 'BJas ChargorandCATHAY RONG IV LIMITEDas Chargee SHARE CHARGEin respect of certain preferred shares ofUXIN LIMITEDTHE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF THIS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY mHl gffi ?iPtrSIDLEY AUSTIN LEVEL39TWO INT'L FINANCE CENTRE 8 FINANCE STREET CENTRAL, HONG KONGTel: (852) 2509 7888Fax: (852) 2509 3110Founded 1866 ACTIVE 225925785

TABLE OF CONTENTS Clause Heading Page Number 1.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.27.28. INTERPRETATION......................................................................................................2CHARGING CLAUSE ..................................................................................................5 RESTRICTIONS AND FURTHER ASSURANCE ......................................................6 CHARGED SHARES ....................................................................................................9GENERAL UNDERTAKINGS ................................................................................... 10REPRESENTATIONS AND WARRANTIES ............................................................ 11 ENFORCEMENT ........................................................................................................13RECEIVER ..................................................................................................................14WIDE CONSTRUCTION OF ENFORCEMENT POWERS ......................................17 CHARGEE'S RIGHTS ................................................................................................ 17ORDER OF DISTRIBUTIONS ................................................................................... 17 LIABILITY OF THE CHARGEE AND DELEGATES ..............................................18 POWER OF ATTORNEY ..........................................................................................18PROTECTION OF THIRD PARTIES ........................................................................19COVENANT TO PAY ................................................................................................19DISCHARGE OF SECURITY ....................................................................................22 EXPENSES, STAMP DUTY ANDINTEREST .........................................................22 PAYMENTS ................................................................................................................ 23TAX GROSS UP.......................................................................................................... 24OTHER INDEMNITIES .............................................................................................. 24SET-OFF .................................................................................... ..................................25 RIGHTS, AMENDMENTS, WAIVERS AND DETERMINATIONS .......................26 PARTIAL INVALIDITY............................................................................................. 26NOTICES .....................................................................................................................26CHANGES TO PARTIES ................................................................. .................. ........27COUNTERPARTS ...................................................................................................... 28THIRD PARTY RIGHTS ............... .............................................................................28GOVERNINGLAW .................................................................................................... 28 SCHEDULE 1 RIGHTS OF CHARGEE ............................................................................................. 31SCHEDULE 2 CHARGED SHARES .................................................................................................. 33 SCHEDULE 3 FORM OF INSTRUMENT OF TRANSFER ..............................................................34 SCHEDULE 4 FORM OF IRREVOCABLE DEED OF APPOINTMENT OF PROXY AND POWER OF ATTORNEY .......................................................................................................... 35SCHEDULE 5 FORM OF DEED OF IRREVOCABLE UNDERTAKING AND CONFIRMATION FROM THE CHARGED COMPANY ........................................................................36

THIS DEED is dated 25 October 2017 and madeBETWEEN:(1) KINGKEY NEW ERA AUTO INDUSTRY LIMITED %HUfi!Jfillf'\:]l:l: * Pl:Vi}Eu, a BVI business company limited by shares incorporated under the laws of the British Virgin Islands with registered number 1954209 whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the "Chargor"); and (2) CATHAY RONG IV LIMITED, a BVI business company with limited liability (company number 1943694) incorporated under the laws of the British Virgin Islands with its registered address at 30 de Castro Street, Wickhams Cay 1, P.O. Box 4519, Road Town, Tortola, British Virgin Islands as chargee (the "Chargee" which expression includes its successors and permitted assigns). BACKGROUND:(A) The Chargor is entering into this Deed in connection with the Facility Agreement (as defined below). (B) The Parties intend this Deed to take effect as a deed of the Chargor (notwithstanding that the Chargee may have executed it under hand only). THIS DEED WITNESSES THE FOLLOWING:INTERPRETATIONDefinitionsTerms defined in the Facility Agreement (as defined below) shall, unless otherwise defined in this Deed or unless a contrary intention appears, bear the same meaning when used in this Deed and the following terms shall have the following meanings:"Acquisition Date" means the date on which the Chargor becomes the registered legal owner of the Second Batch Shares."Articles" means thirteenth amended and restated memorandum of association of the Company adopted by special resolution on 28 July 2017."Authorisation" means an authorisation, consent, approval, resolution, licence, filing, notarisation, registration or exemption."Charged Assets" means the assets from time to time subject, or expressed to be subject, to the Charges."Charged Shares" means:First Batch Shares;Second Batch Shares; and (c) any Ordinary Shares or Preferred Shares acquired by the Chargor in respect of any Charged Shares by reason of a conversion, share split, share dividend, reclassification or otherwise. 2 ACTIVE 225925785

"Charges" means all or any of the Security created or expressed to be created by or pursuant to this Deed."Companies Ordinance" means the Companies Ordinance (Cap. 622) of the Laws of Hong Kong."Company" means Uxin Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands with its registered address at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KYl-1205, Cayman Islands, defined as the "Issuer" in the Facility Agreement."CPO" means the Conveyancing and Property Ordinance (Cap. 219) of the Laws of Hong Kong."Deed" means this deed of share charge."Delegate" means a delegate or sub-delegate appointed under Clause 10.2 (Delegation)."Dividends" means, in respect of the Chargor, all present and future: ACTIVE 225925785 3 Project U - Preference Share Charge (a) dividends and distributions of any kind including cash dividends, stock dividends, liquidating dividends, non-cash dividends and any other sum received or receivable in respect of any of the Charged Shares owned by the Chargor; (b) rights, shares, money or other assets accruing or offered by way of stock splits or reclassifications redemption, bonus, option or otherwise in respect of any of the Charged Shares owned by the Chargor; (c) allotments, offers, warrants and rights accruing or offered in respect of any of the Charged Shares owned by the Chargor; and (d) other rights and assets attaching to, deriving from or exercisable by virtue of the ownership of, any of the Charged Shares owned by the Chargor. "Enforcement Notice" means any written notice given by the Chargee to the Chargor after the occurrence of an Event of Default which is continuing stating that the Charges have become enforceable."Event of Default" means any event or circumstance specified as such in clause 18 (Events of Defaults) of the Facility Agreement."Facility Agreement" means the Facility Agreement dated _l§_ October 2017 entered into between, among others, the Chargor as borrower and the Chargee as lender."First Batch Shares" means the 1,677,737 Series G Preferred Shares held or to be held by the Chargor;"Indebtedness" means any obligation for the payment or repayment of money, whether as principal or surety or in any other capacity and whether present or future, actual or contingent, secured or unsecured."Ordinary Shares" means the ordinary shares of the Company, par value of US$0.000 l per share.

"Party" means a party to this Deed, and includes its successors in title, permitted assigns and permitted transferees."Preferred Shares" has the meaning given in the Articles."Receiver" means each of the receivers and/or receivers and managers appointed under this Deed or under the powers conferred on the Chargee by any law whether appointed simultaneously or to act jointly and/or severally or to act in place of any one or more receivers and/or receivers and managers previously appointed under this Deed or otherwise, and includes all delegates, attorneys or agents of any such Receiver."Second Batch Shares" means collectively the 2,000,000 Series A Preferred Shares, 1,412,053 Series B Preferred Shares and 614,755 Series C Preferred Shares held or to be held by the Chargor as of the Acquisition Date."Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under each Finance Document."Secured Party" means each of the Chargee, any Receiver or Delegate."Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or mrnngement having a similar effect."Security Period" means the period beginning on the date of this Deed and ending on the date on which all the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full and in accordance with the provisions of this Deed."Series A Preferred Shares" has the meaning given in the Articles. "Series B Preferred Shares" has the meaning given in the Articles. "Series C Preferred Shares" has the meaning given in the Articles. "Series G Preferred Shares" has the meaning given in the Articles."Transaction Obligor" has the meaning given to it in the Facility Agreement. ACTIVE 225925785 4 Project U - Preference Share Charge 1.2 Construction (a) The provisions of clause 1.2 (Construction) of the Facility Agreement apply to this Share Charge mutatis mutandis as if they were set out in full again here, with references to "this Agreement" being construed as references to this Deed and with such other changes as are appropriate to fit this context. (b) Unless a contrary indication appears, any reference or references in this Deed to: (i) "Chargee", "Chargor", "Obligor" and "Party" and any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees; (ii) any form of propetiy or asset shall include a reference to all or any part of that property or asset; (iii) "assets" includes present and future properties, revenues and rights of every description;

(iv) ACTIVE 225925785 Project U - Preference Share Charge a Charged Asset includes the proceeds of sale of that Charged Asset; (v) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; (vi) a provision of law is a reference to that provision as amended or re-enacted from time to time; (vii) Clauses and Schedules are to clauses of and schedules to this Deed; (viii) words importing the plural include the singular and vice versa; (ix) words importing a gender include every gender; (x) an obligation not to do something will also be treated as an obligation not to permit it to be done; (xi) the word "including" is without limitation; and (xii) the words "other", "or otherwise" and "whatsoever" shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to. (c) The Charges shall be and are "enforceable" in accordance with Clause 7(Enforcement) only. (d) Any covenant of the Chargor under this Deed (other than a payment obligation) remains in force during the Security Period. (e) In the context of the rights, powers, privileges, discretions and immunities conferred on the Chargee or a Receiver, references to "charge" or "mortgage" in any provision of the CPO shall, for the purposes of this Deed, be deemed to be references to the Charges and references to "mortgaged land" in any provision of the CPO shall, for the purposes of this Deed, be deemed to be references to the Charged Assets. (f) If the Chargee considers that an amount paid to it under any Finance Document or any Charge is capable of being avoided or otherwise set aside on the liquidation of the payer or otherwise, then that amount will not be considered to have been irrevocably paid for the purposes of this Deed. 1.3 Headings and Contents The headings and the table of contents in this Deed do not affect its interpretation. 2. CHARGING CLAUSE 2.1 General All Security created under this Deed:is created in favour of the Chargee;is created over present and future Charged Assets;

ACTIVE 225925785 Project U - Preference Share Charge (c) is created by the Chargor as beneficial owner of the Charged Assets; and (d) is security for the payment and discharge of all the Secured Liabilities. 2.2 Charge The Chargor, as legal and beneficial owner and as continuing security for the payment or discharge of all Secured Liabilities, charges in favour of the Chargee by way of a first fixed charge: (a) all of its rights, title and interest present and future in and to the Charged Shares and the Dividends; and (b) all of its rights, title and interest in and to the Charged Shares and the Dividends including all benefits, present and future, actual and contingent accruing in respect of the Charged Shares and the Dividends (to the extent not effectively charged under paragraph (a) above). 2.3 Share registration The Chargor agrees that at any time after the Charges become enforceable, the Chargee may, at the cost of the Chargor, register the Charged Shares in the name of the Chargee or its nominee or other Delegate. 2.4 Retention of documents Subject to the release of any documents upon partial release pursuant to Clause 16 (Discharge of Security), the Chargee shall be entitled to continue to hold any document delivered to it pursuant to Clause 3.3 (Delivery of documents) until the Charges are released and if, for any reason (other than pursuant to Clause 16 (Discharge of Security)), it releases any such document to the Chargor or the Company before such time, the Chargee may by notice to the relevant Chargor require that such document be redelivered to it and the Chargor shall immediately comply with that requirement or procure that it is complied with. 3. RESTRICTIONS AND FURTHER ASSURANCE 3.1 Security The Chargor shall not create or attempt to create or permit to subsist any Security over or affecting the Charged Assets or any part of them, except as created by this Deed. 3.2 Disposal The Chargor shall not (and shall not agree to) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, withdraw, transfer, assign or otherwise dispose of the Charged Assets or any part of them, except with the prior written consent of the Chargee or as permitted in the Deed of Undertaking. 3.3 Delivery of documents (a) Immediately upon the execution of this Deed the Chargor shall deposit with the Chargee or to its order, at such place(s) as the Chargee may from time to time direct and permit the Chargee or its nominee to hold and retain:

(i) ACTIVE 225925785 Project U - Preference Share Charge all the original share certificates or other documents of title in respect of the First Batch Shares in suitable form for transfer by delivery and a certified copy of the register of members of the Company showing the Chargor as the registered owner of the First Batch Shares; (ii) all instruments of transfer (undated and signed in blank) substantially in the form of Schedule 3 (Form of Instrument of Transfer) in respect of the First Batch Shares duly signed by or on behalf of the Chargor and other documents which may be requested by the Chargee from time to time in order to enable the Chargee or its nominees to be registered as the owner or otherwise obtain legal title to any of the Security; (iii) a duly executed and dated deed of irrevocable appointment of proxy and power of attorney from the Chargor substantially in the form set out in Schedule 4 (Form of Irrevocable Deed of Appointment of Proxy and Power of Attorney); and (iv) a signed and dated letter of itTevocable undertaking and confirmation from the Company substantially in the form set out in Schedule 5 (Form of Deed of Irrevocable Undertaking and Corifirmationfrom the Company). (b) On or promptly after the Acquisition Date, the Chargor shall deposit with the Chargee or to its order, at such place(s) as the Chargee may from time to time direct and permit the Chargee or its nominee to hold and retain: (i) all the original share ce1iificates or other documents of title in respect of the Second Batch Shares in suitable fo1m for transfer by delive1y and a ce1tified copy of the register of members of the Company showing the Chargor as the registered owner of the Second Batch Shares; (ii) all instruments of transfer (undated and signed in blank) substantially in the form of Schedule 3 (Form of Instrument of Transfer) in respect of the Second Batch Shares duly signed by or on behalf of the Chargor and other documents which may be requested by the Chargee from time to time in order to enable the Chargee or its nominees to be registered as the owner or otherwise obtain legal title to any of the Security; (iii) a duly executed and dated deed of irrevocable appointment of proxy and power of attorney from the Chargor substantially in the form set out in Schedule 4 (Form of Irrevocable Deed of Appointment of Proxy and Power of Attorney); and (iv) a signed and dated letter of itTevocable undertaking and confirmation from the Company substantially in the form set out in Schedule 5 (Form of Deed of Irrevocable Undertaking and Corifirmationfrom the Company). (c) In addition, the Chargor shall deliver or procure that there shall be delivered to the Chargee all other documents the Chargee considers necessmy or desirable to enable the Chargee to register such Charged Assets in its name or in the name of its nominees or any Delegate, after the delivety of an Enforcement Notice. (d) The Chargor shall promptly deliver to the Chargee ce1tificates or other instruments representing or evidencing the Charged Assets acquired or received after the date of this Deed with instruments of transfer in blank duly executed by the Chargor. If at any time the Chargee notifies the Chargor that it requires additional instruments of

ACTIVE 225925785 Project U - Preference Share Charge 8 transfer in blank, the Chargor shall promptly execute m blank and deliver the requested instrument of transfer to the Chargee. (e) At any time after the Charges have become enforceable, the Chargee shall have the right to complete, date and put into effect the documents referred to in paragraphs (a),(b) and (c) above and to appoint such persons as the Chargee shall think fit asdirectors of the Company. 3.4 Further assurance The Chargor shall at its own expense promptly do whatever the Chargee requires: (a) to perfect (by registration or in any other way), create, maintain or protect the Charges or the priority of the Charges; (b) to facilitate the realisation of the Charged Assets or the exercise of any rights vested in the Chargee, any Delegate or any Receiver after the Charges become enforceable; and/or 3.5 (c) to adequately protect the Chargee's interest under this Deed.Registration and security filings Without prejudice to the generality of Clause 3.4 (Further assurance), the Chargor shall: (a) immediately create and maintain a register of charges (the "Register of Charges") of the Chargor in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended) to the extent this has not already been done; (b) assist the Chargee to register particulars of the Charges with the Registry of Corporate Affairs of the British Virgin Islands; (c) provide the Chargee with a certified true copy of the updated Register of Charges of the Chargor, immediately after entry of the particulars of the Charges has been made, and in any event within five (5) Business Days of the date of this Deed for the First Batch Shares and within five (5) Business Days of the Acquisition Date for the Second Batch Shares; (d) procure the following notation to be entered in the register of members of the Company in respect of the First Batch Shares promptly after the date of this Deed and in respect of the Second Batch Shares promptly after the Acquisition Date: "[ ] Series [A/B/C/G] preferred shares registered in the name of KINGKEY NEW ERA AUTO INDUSTRY LIMITED * Ji!Jr!@U ijj: fom. 0-6] are charged infavour of CATHAY RONG IV LIMITED pursuant to a share charge dated [ ] 20 I 7, as amended from time to time. The date on which this annotation was entered in the Register of Members is [enter date]."immediately upon entry of such details has been made, and in any event within 15 Business Days after the date of this Deed or Acquisition Date (as the case may be), provide a certified true copy of the annotated register of members of the Company to the Chargee; and (e) if the Chargor becomes registered under Part 16 of the Companies Ordinance, it shall:

(i) Project U - Preference Share Charge ACTIVE 225925785 register particulars of the Charges with the Companies Registry in Hong Kong, promptly upon and in any event within one (1) month of being registered under Pait 16 of the Companies Ordinance; and (ii) provide the Chargee with a certified true copy of the registration of charge in respect of the Charges issued by the Companies Registry in Hong Kong evidencing that the requirements under the relevant sections of the Companies Ordinance as to registration have been complied, immediately upon receipt of the same from the Companies Registry in Hong Kong. 3.6 Part 16 Companies representation The Chargor represents and wmrnnts to the Chargee that it is not registered under Part 16 of the Companies Ordinance as of the date of this Deed. 4. CHARGED SHARES 4.1 Voting and other rights until the Charges become enforceable Until the Charges have become enforceable, the Chargor shall be entitled to exercise or direct the exercise of the voting and other rights attached to the Charged Shares as it sees fit provided that:(a) it does so for a purpose not inconsistent with any Finance Document; and (b) the exercise or failure to exercise those rights would not have a Material Adverse Effect on the value of the Charged Shares and would not otherwise prejudice the interests of the Chargee. 4.2 Voting and other rights if the Charges become enforceable At any time after the Charges become enforceable: (a) the Chargee shall be entitled to exercise or direct the exercise of the voting and other rights attached to any Charged Share as it sees fit; and (b) the Chargor shall comply or procure the compliance with any directions of the Chargee in respect of the exercise of those rights and shall promptly following a written request by the Chargee execute and/or deliver to the Chargee such forms of proxy as it may require in connection with that exercise. 4.3 Dividends (a) When the Charges have become enforceable, the Chargor shall pay all Dividends (if any Dividend has been paid or made payable) to the Chargee. (b) All Dividends received by the Chargor contrary to the provisions of this Clause 4.3 shall be:held on trust for the benefit of the Chargee;segregated from other property or funds of the Chargor; and (iii) forthwith delivered to the Chargee in the same form as so received (with any necessary endorsement).

(c) ACTIVE 225925785 10 Project U - Preference Share Charge The Chargor shall promptly notify the Chargee of their acquisition of, or agreement to acquire, any Charged Shares and any declaration, payment, allotment, offer or issue of any Dividend. 4.4 Communications The Chargor shall, as soon as practicable after receipt, deliver to the Chargee a copy of every circular, notice, report, set of accounts or other documents received by it or its nominee in connection with the Charged Shares or in connection with or from the Company. 4.5 Payment of calls etc. The Chargor must promptly pay or procure the payment of all calls, instalments or other payments due and payable in respect of any of the Charged Assets. The Chargor shall upon receipt, deliver to the Chargee a copy of every circular, notice, report, set of accounts or other documents received by it or its nominee in connection with the Charged Assets or in connection with or from the Company. 4.6 Power of attorney If any Charged Share is not held in the Chargor's name other than pursuant to this Deed, the Chargor shall promptly execute and deliver to the Chargee an irrevocable power of attorney expressed to be given by way of security and executed as a deed by the person in whose name that Charged Share is held. That power of attorney shall appoint the Chargee and every Delegate the attorney of the holder and shall be substantially in the form of the power of attorney in Clause 13 (Power of Attorney) of this Deed. 4.7 Exchange certificates The Chargee shall have the right at any time to exchange certificates or instruments representing or evidencing Charged Assets for certificates or instruments of smaller or larger denominations to represent any smaller or larger number of Charged Shares that may be issued to the Chargor, as may be reflected on the register of members of the Company from time to time. 5. GENERAL UNDERTAKINGS 5.1 Authorisations(a) The Chargor shall promptly: (i) obtain, comply with and do all that is necessary to maintain in full force and effect; and (ii) supply certified copies to the Chargee of,any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under this Deed and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of this Deed. (b) The Chargor shall promptly make or file any of the registrations specified in Clause 6.5 (Validity and admissibility in evidence) and 3.5 (Registration and security filings) within any prescribed time limit(s), if any.

5.2 ACTIVE 225925785 11 Project U - Preference Share Charge Compliance with laws The Chargor shall comply in all respects with all laws to which it is subject, if failure so to comply would materially impair its ability to perform any of its obligations under this Deed. 5.3 No prejudicial conduct The Chargor shall not do, or permit to be done, anything which would (in the opinion of the Chargee) depreciate, jeopardise or otherwise prejudice the Charges or diminish the value of the Charged Assets or the effectiveness of the Charges. 5.4 No winding up The Chargor shall not without the prior written consent of the Chargee paiiicipate in any vote concerning a members' liquidation or compromise in respect of the Company pursuant to sections 179A and 199 of the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands or Part VI of the Insolvency Act, 2003 (as amended) of the British Virgin Islands. 6. REPRESENTATIONS AND WARRANTIES The Chargor, for so long as this Deed is subsisting, makes the representations and warranties set out in this Clause 6 to the Chargee on the date of this Deed. 6.1 Status and capacity The Chargor represents and warrants that: (a) it is a company, duly incorporated with limited liability, validly existing and in good standing under the law of its jurisdiction of incorporation; and 6.2 (b) it has the power to own its assets and cany on its business as it is being conducted.Binding obligations The obligations expressed to be assumed by the Chargor in this Deed and any other documents executed by it pursuant to or in connection with this Deed are legal, valid, binding and enforceable. 6.3 Non-conflict with other obligations The entty into and performance by the Chargor of, and the transactions contemplated by, this Deed or any Finance Document do not and will not conflict with or constitute a default under or breach of:any law or regulation applicable to it;the constitutional documents of the Chargor or the Company; orany agreement or instrument binding upon it or any of its assets,nor (except for the Charges) result in the existence of, or oblige it to create, any Security over any of the Charged Assets.

Project U - Preference Share Charge ACTIVE 225925785 12 6.4 Power and authority It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delive1y of, this Deed and any other documents executed by it pursuant to or in connection with this Deed. 6.5 Validity and admissibility in evidence All Authorisations required or desirable to: (a) enable it lawfully to enter into, exercise its rights and comply with its obligations in this Deed; (b) make this Deed admissible in evidence in its jurisdiction of incorporation; and (c) enable it to create the Charges and to ensure that the Charges have and will have the priority and ranking which they are expressed to have, have been obtained or effected and are in full force and effect save for the making of the appropriate filings of this Deed in accordance with Clause 3.5 (Registration and security filings) which shall be completed promptly within the relevant time limit. 6.6 Legal and beneficial ownership The Chargor is the sole beneficial and legal owner of the relevant Charged Assets on the relevant date as specified in Schedule 2 (Charged Shares). 6.7 Shares fully paid etc. (a) The shares described in Schedule 2 (Charged Shares) and to the extent applicable, the other Charged Assets, are duly authorised, validly issued and fully paid and are not subject to any option to purchase or similar rights. (b) The Charged Assets, subject to this Deed, are transferable and not subject to any restriction by any law or contract (including any conditional or unconditional outstanding option, wairnnt or other convertible, subscription, acquisition or purchase rights granted to any person) or otherwise. 6.8 No proceedings pending or threatened No litigation, investigation, arbitration or administrative proceedings of or before any court, arbitral body or agency is pending or, threatened by or against the Chargor with respect to this Deed or the transaction contemplated by this Deed or having a Material Adverse Effect on the Chargor's ability to observe any of its obligations hereunder. 6.9 No existing Security Except for the Charges, no Security exists on or over the Charged Assets and the Charges are not subject to any prior or pari passu Security.JurisdictionAny judgment obtained in Hong Kong in relation to this Deed will be recognised and be enforceable by the courts of the Chargor' s jurisdiction of incorporation.Nature of Security

Project U - Preference Share Charge ACTIVE 225925785 13 This Deed creates those Security it purports to create and is not liable to be amended or otherwise set aside on the Chargor's liquidation or otherwise.Pari passu rankingThe Chargor' s payment obligations under this Deed rank at least pari passu with the claims of all its other unsecured and unsubordinated creditor, except for obligations mandatorily preferred by law applying to the Chargor generally.Immunity (a) The entry into by it of this Deed constitutes, and the exercise by it of its rights and performance of its obligations under this Deed will constitute, private and commercial acts performed for private and commercial purposes. (b) It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in any jurisdiction in relation to this Deed. 6.14 No adverse consequences (a) It is not necessary under the laws of any jurisdiction in which the Chargor 1s incorporated or holds any asset or carries on any business:(i) in order to enable the Chargee to enforce its rights under this Deed; or (ii) by reason of the entry into by the Chargee or the performance by it of its obligations under this Deed, that the Chargee should be licensed, qualified or otherwise entitled to carry on business in any jurisdiction in which the Chargor is incorporated. (b) The Chargee is not or will not be deemed to be resident, domiciled or carrying on business in any jurisdiction in which the Chargor is domiciled or incorporated by reason only of the ent1y into, performance and/or enforcement of this Deed. 6.15 Times for making representations and warranties (a) The representations and warranties set out in this Deed (including in this Clause) are made on the date of this Deed. (b) Unless a representation and warranty is expressed to be given at a specific date, each representation and warranty under this Deed is deemed to be repeated by the Chargor on each date during the Security Period. (c) When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition. 7. ENFORCEMENT 7.1 When enforceable The Charges shall be enforceable and, save as may be provided in this Deed, the powers conferred to in this Deed shall be exercisable following the occurrence of an Event of Default. 7.2 Discretion

After the Charges have become enforceable, the Chargee and any nominee of the Chargee: ACTIVE 225925785 14 Project U - Preference Share Charge (a) may enforce, without demand, fmiher notice, legal process or any other action with respect to the Chargor and without first appointing a Receiver under this Deed (or notwithstanding such appointment), all or any part of any Charges (at the times, in the manner and on the terms as the Chargee thinks fit) and take possession and hold or dispose of all or any pmi of the Charged Assets; and (b) whether or not it has appointed a Receiver, may exercise all or any of the powers, authorities and discretions given to mmigagees and Receivers by the CPO as varied or extended by this Deed or otherwise conferred by law. 7.3 Power of sale The statutory power of sale, of appointing a Receiver and other statutory powers conferred on mmigagees by Section 51 (Powers of mortgagee and receiver) and Section 53 (Sale by mortgagee) of the CPO and the Fourth Schedule (Powers of mortgagee and receiver) to the CPO as varied and extended by this Deed shall arise after the Charges become enforceable and no restriction imposed by any ordinance or other statutory provision in relation to the exercise of any power of sale shall apply to this Deed. 7.4 No requirement of notice period Except as required by applicable law or other terms of this Deed (including, Clause 7.1 (When enforceable) and the latter part of this Clause 7.4), the Chargee is not required to give any prior notice of non-payment or Event of Default to the Chargor before enforcing the Charges, there is no minimum period for which Secured Liabilities must remain due and unpaid before the Charges can be enforced and Paragraph 11 of the Fomih Schedule to the CPO (Powers of Mortgagee and Receiver) (and any similar provision under other laws unless such law cannot be waived by the Chargor by this Deed under such relevant law) does not apply to this Deed. 7.5 No liability as mortgagee in possession Nothing done by or on behalf of the Chargee or any Receiver pursuant to this Deed shall render it liable to account as a mortgagee in possession for any sums, except in the case of gross negligence, fraud or wilful misconduct on the part of the Chargee. 7.6 Vicarious liability The Chargor may not take any proceedings against any director, officer, employee or agent of the Chargee in respect of any claim it might have against the Chargee or in respect of any act or omission of any kind (including fraud) by that officer, employee or agent in relation to this Deed or the Charges. 8. RECEIVER 8.1 Appointment of Receiver (a) Without prejudice to the prov1s1ons of Clauses 7.1 (When enforceable), 7.2 (Discretion), 7.3 (Power of sale) and 7.5 (No liability as mortgagee in possession) above, the Chargee may appoint any one or more persons to be a Receiver of all or any part of the Charged Assets if the Charges have become enforceable. (b) Any appointment under sub-paragraph (a) above may be by deed, under seal or in writing under its hand.

8.2 ACTIVE 225925785 15 Project U - Preference Share Charge Removal The Chargee may by writing under its hand remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated. 8.3 Remuneration The Chargee may fix the remuneration of any Receiver appointed by it. 8.4 Agent of Chargor (a) A Receiver will be deemed to be the agent of the Chargor for all purposes. The Chargor is responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incmTed by a Receiver. (b) The Chargee will not incur any liability (either to the Chargor or to any other person) by reason of the appointment of a Receiver or for any other reason. 8.5 Relationship with agent To the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may after the Charges become enforceable be exercised by the Chargee in relation to any Charged Asset without first appointing a Receiver and notwithstanding the appointment of a Receiver. 8.6 Powers of the Receiver(a) General (i) A Receiver has all of the rights, powers and discretions set out below in this Clause 8.6 in addition to those conferred on it by any law. (ii) If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing it states otherwise) exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver. (b) Possession A Receiver may take immediate possession of, get in and collect any Charged Asset and without prejudice to the foregoing, cause to be registered all or any part of the Charged Assets in its own name or in the name of its nominee(s) or in the name of any purchaser(s) thereof. (c) Employees (i) A Receiver may appoint and discharge managers, officers, agents, accountants, servants, employees, workmen and others for the purposes of this Deed upon such terms as to remuneration or otherwise as it thinks fit. (ii) A Receiver may discharge any person appointed by the Chargor.

(d) Borrow money A Receiver may raise and borrow money either unsecured or on the Security of any Charged Asset either in priority to the Security or otherwise and generally on any terms and for whatever purpose which it thinks fit. (e) Sale of assets (i) A Receiver may sell, exchange, convert into money and realise any Charged Asset by public auction or private contract and generally in any matter and on any terms which it thinks fit. (ii) The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which it thinks fit. (f) Compromise A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims to be a creditor of the Chargor or relating in any way to any Charged Asset. (g) Legal actions A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Charged Asset which it thinks fit. (h) Receipts A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Charged Asset. (i) Delegation A Receiver may delegate its powers in accordance with this Deed. G) Covenants, guarantees and indemnities A Receiver may enter into bonds, covenants, guarantees, commitments, indemnities and other obligations or liabilities as it shall think fit, make all payments needed to effect, maintain or satisfy such obligations or liabilities and use the company seal(s) (if any) of the Chargor and the Company. (k) Acquisitions A Receiver may purchase, lease, hire or otherwise acquire any assets or rights of any description that it, in its absolute discretion, considers necessary or desirable for the improvement or realisation of the whole or any paii of the Charged Assets or otherwise for the benefit of the whole or any part of the Charged Assets. (I) Protection of assets ACTIVE 225925785 A Receiver may effect any repair or insurance and do any other act which the Chargor might do in the ordinary conduct of its business to protect, preserve, maintain, manage or improve any Charged Asset as it thinks fit.]6 Project U - Preference Share Charge

(m) Other powersA Receiver may: Project U - Preference Share Charge ACTIVE 225925785 17 (i) do all other acts and things which it may consider desirable or necessary for realising any Charged Asset or incidental or conductive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or law; (ii) exercise in relation to any Charged Asset all the powers, authorities and things which it would be capable of exercising if it were the absolute beneficial owner of that Charged Asset; and 9. (iii) use the name of the Chargor for any of the above purposes.WIDE CONSTRUCTION OF ENFORCEMENT POWERS The powers of the Chargee under this Deed shall be constrned in the widest possible sense and all Pmties intend that the Chargee shall have powers as may be conferred (or, if not expressly conferred, as is not restricted) by any applicable law. 10. CHARGEE'S RIGHTS Rights of ChargeeAt any time after the Charges become enforceable, the Chargee shall have the rights set out in Schedule 1 (Rights ofChargee).DelegationThe Chargee may delegate in any manner to any person any rights exercisable by the Chargee under this Deed. Any such delegation may be made upon such terms and conditions (including power to sub-delegate) as the Chargee thinks fit.Any Receiver may delegate in any manner to any person any rights exercisable by the any Receiver under this Deed. Any such delegation may be made upon such terms and conditions (including power to sub-delegate) as any Receiver thinks fit.OtherThe Chargee shall not be obliged to exercise any of the rights or powers vested in it by this Deed. 11. ORDER OF DISTRIBUTIONS (a) All amounts received or recovered by the Chargee, any Receiver or any Delegate in exercise of their rights under this Deed shall be applied in the following order of priority: (i) in or towards payment of or provision for all costs and expenses incurred by the Chargee, any Receiver or any Delegate under or in connection with any Finance Document and of all remuneration due to any Delegate under or in connection with this Deed; (ii) in or towards payment of or provision for all of the Secured Liabilities;

(iii) Project U - Preference Share Charge ACTIVE 225925785 18 in or towards payment of or provision for any Secured Liabilities not covered in paragraphs (i) and (ii) above; and (b) (iv) in payment of the surplus (if any) to the Chargor or other person entitled to it.This Clause does not prejudice the right of the Chargee to recover any sh01ifall from the Chargor. 12. LIABILITY OF THE CHARGEE AND DELEGATES (a) No Chargee, Receiver or Delegate shall (either by reason of taking possession of the Charged Assets or for any other reason and whether as m01igagee in possession or otherwise) be liable to the Chargor or any other person for any costs, losses, liabilities or expenses relating to the realisation of any Charged Assets, save for any gross negligence, fraud or wilful misconduct of the Chargee, any Receiver, any Delegate or their respective officers, employees or agents in relation to the Charged Assets. (b) Nothing in this Deed shall be construed as placing on the Chargee any liability whatsoever in respect of any calls, instalments or other payments relating to any of the Charged Assets or any rights, shares or other securities accruing, offered or arising as aforesaid, and the Chargor shall indemnify the Chargee in respect of all calls, instalments or other payments relating to any of the Charged Assets owned by it and to any rights, shares and other securities accruing, offered or arising as aforesaid in respect of any of the Charged Assets. 13. POWER OF ATTORNEY 13.1 AppointmentThe Chargor by way of security i1Tevocably and severally appoints the Chargee and every Delegate and any Receiver severally as his attorney (with full power of substitution) on its behalf and in its name or otherwise, at such time and in such manner as the attorney thinks fit: (a) to do anything which the Chargor is obliged to do under this Deed (including to execute charges over, transfers, conveyances, assignments and assurances of, and other instruments, notices, orders and directions relating to, the Charged Assets); and (b) to exercise any of the rights and powers conferred on the Chargee or any Receiver or any Delegate in relation to the Charged Assets or under this Deed, the CPO, the Companies Ordinance or generally under Hong Kong law. RemovalThe Chargee may by writing under its hand remove any Delegate appointed by it and may, whenever it thinks fit, appoint a new Delegate in the place of any Delegate whose appointment may for any reason have terminated.RatificationThe Chargor ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall do in the exercise or purported exercise of the power of attorney granted by it in Clause 13.1 (Appointment).

14. Project U - Preference Share Charge ACTIVE 225925785 19 PROTECTION OF THIRD PARTIES No duty to enquireNo person dealing with the Chargee or any Receiver or any Delegate shall be concerned to enquire:whether the power or rights confe1Ted by or pursuant to this Deed are exercisable; (b) whether any consents, regulations, restrictions or directions relating to such rights have been obtained or complied with; (c) otherwise as to the propriety or regularity of acts purpmiing or intended to be inexercise of any such rights; or (d) as to the application of any money borrowed or raised.14.2 Protection to purchasersSubject to the provisions of this Deed, all the protection to purchasers contained in Sections 52 (Protection of purchaser), 53 (Sale by mortgagee) and 55 (Mortgagee's receipt) of the CPO or in any other applicable legislation shall apply to any person purchasing from or dealing with the Chargee, any Delegate or any Receiver. 15. COVENANT TO PAY Covenant to pay or discharge Secured LiabilitiesThe Chargor covenants that it shall on demand pay or discharge the Secured Liabilities when the Secured Liabilities become due and to indemnify the Chargee against any of the losses, costs, charges, expenses and liabilities arising from any breach or failure to pay or discharge the Secured Liabilities in accordance with their respective terms (which indemnified sums shall be treated as Secured Liabilities for the purposes of this Deed).Potential invalidityNeither the covenant to pay in Clause 15.1 (Covenant to pay or discharge Secured Liabilities), nor the Charges shall extend to or include any liability or sum which would, but for this Clause 15.2, cause such covenant or security to be unlawful under any applicable law.Incorporation of TermsThe Clauses 7.3 (Default interest), 9 (Tax gross up and indemnities), 11.1 (Currency indemnity), 23 (Payment mechanics) and 26 (Calculations and certificates) of the Facility Agreement shall apply to this Deed mutatis mutandis as if the Chargor were the Borrower and as if any reference therein to "this Agreement" or any "Finance Document" included a reference to this Deed.Certificate of BalanceA ce1iificate of balance signed by any duly authorised officer of the Chargee shall, in the absence of manifest e1rnr, be conclusive evidence against the Chargor of the amount of the Secured Liabilities owing at any time.

Continuing SecuritySubject to Clause 16 (Discharge of Security), the Charges are continuing Security and will extend to the ultimate balance of the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.ReinstatementIf any payment by the Chargor or any discharge given by the Chargee (whether in respect of the obligations of any person or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: Project U - Preference Share Charge ACTIVE 225925785 20 (a) the liability of the Chargor and the Charges shall continue as if the payment, discharge, avoidance or reduction had not occurred; (b) the Chargee shall be entitled to recover the value or amount of that security or payment from the Chargor, as if the payment, discharge, avoidance or reduction had not occurred; and (c) the amount paid shall not be considered to have been paid for the purposes of determining whether all the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full. 15.7 Waiver of defencesNeither the obligations of the Chargor under this Deed nor the Charges will be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Deed or any of the Charges (without limitation and whether or not known to it or the Chargee) including: (a) any time, waiver or consent granted to, or composition with, the Chargor or any other person; (b) the release of the Chargor or any other person under the terms of any composition or arrangement with any creditor of the Chargor or any such person; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce any rights against, or security over assets of, the Chargor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any death, mental or other incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status or constitution of the Chargor or any other person; (e) any amendment (however fundamental) or replacement of any Finance Document or any other related document or Security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other related document or Security; (g) any insolvency, bankruptcy, liquidation, winding-up or similar proceedings (as applicable); or

(h) Project U - Preference Share Charge ACTIVE 225925785 21 any other Security, guarantee or indemnity now or thereafter held by the Chargee or any other person in respect of the Secured Liabilities or any other liabilities. Immediate recourseThe Chargor waives any right it may have of first requiring the Chargee to proceed against or enforce any other rights or Security or claim payment from any person before claiming from the Chargor under this Deed. This waiver applies irrespective of any law to the contra1y.AppropriationsUntil all the Secured Liabilities have been iITevocably paid in full and all financing or facilities which might give rise to the Secured Liabilities have been terminated or redeemed, the Chargee (or any trustee or agent on its behalf) may: (a) refrain from applying or enforcing any other moneys, Security or rights held or received by it (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Chargor shall not be entitled to the benefit of the same; and (b) hold in a suspense account any moneys received from the Chargor or on account of the Chargor's liability under this Deed. Deferral of Chargor's rightsUntil all the Secured Liabilities have been i1Tevocably paid or discharged in full, the Chargor will not exercise any rights which it may have by reason of performance by it of its obligations under this Deed to:be indemnified by any person; (b) claim any contribution from any other provider of any Security for or any other guarantor of any person's obligations under or in connection with any Finance Document; and/or (c) take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Chargee (or any trustee or agent on its behalf) or of any guarantee or other Security taken pursuant to, or in connection with, any Finance Document. The Chargor must hold in trust for and immediately pay or transfer to the Chargee for any payment or distribution or benefit of any Security received by it contrary to this Clause or in accordance with any directions given by the Chargee under this Clause.15.11 Additional Security (a) The Charges are in addition to and are not in any way prejudiced by any other guarantees or Security now or subsequently held by the Chargee. (b) No prior Security held by the Chargee (in its capacity as such or otherwise) over any Charged Asset will merge into the Charges.

15.12 Security held by ChargorThe Chargor must not, without the prior consent in writing of the Chargee, hold any Security from any other Transaction Obligor in respect of the Chargor's liability under this Deed. The Chargor will hold any Security held by it in breach of this provision on trust for the Chargee. Project U - Preference Share Charge ACTIVE 225925785 22 16. DISCHARGE OF SECURITY 16.1 Release (a) After the Secured Liabilities have been irrevocably paid or discharged in full or as required or permitted by the Finance Documents, the Chargee shall at the request and cost of the Chargor promptly release, reassign or discharge (as appropriate) the relevant Charged Assets from the Charges within 15 Business Days. (b) Where any of the Charged Assets has been disposed of or realised by the Chargee pursuant to its enforcement powers under this Deed, the Chargee shall only be obliged to return the share certificate(s) then representing the remaining Charged Assets not yet disposed of or realised by the Chargee pursuant to its enforcement powers under this Deed (but not necessarily the original share certificates originally delivered to the Chargee by the Chargor) with the instruments of transfer duly executed in favour of the Chargor or such other person as the Chargor may direct. Retention of SecurityIf any amount paid or credited to the Chargee under this Deed is capable of being avoided or otherwise set aside on the liquidation or bankruptcy of the Chargor or any other person, or otherwise , that amount shall not be considered to have been paid for the purposes of determining whether all the Secured Liabilities have been iITevocably paid.ConsolidationAny restrictions on the consolidation of Security shall be excluded to the fullest extent permitted by law and the Chargee shall, so far as it is lawful and subject to other provisions of this Deed, be entitled to consolidate all or any of the Charges with any other Security whether in existence on the date of this Deed or in the future. 17. EXPENSES, STAMP DUTY AND INTEREST Amendment costsIf the Chargor requests an amendment, waiver or consent, the Chargor shall, within five (5) Business Days of demand, reimburse the Chargee (and its directors, officers, employees and agents) for the amount of all costs and expenses (including legal fees) incurred by the Chargee in responding to, evaluating, negoti atin g or complying with that reques t.Enforcement costsThe Chargor shall, jointly and severally , within three (3) Business Days of demand , pay to the Chargee (and its directors , officers, employees and agents) the amount of all costs , losses, liab ilit ie s and expenses (including legal fees and fees of any experts and agents) incurred by the Chargee , any Receiver or any Dele g ate in relation to this Deed (including the adminis tratio n, pro tection, rea lis ation, enforcement or preservation of any rights under or in connection with this Deed, or any cons id eration by the Chargee as to whether to realise or enforce the sa me , and/or any amendm ent, waiver, consent or release).

17.3 Stamp taxesThe Chargor shall jointly and severally pay and, within five (5) Business Days of demand, indemnify the Chargee (and its directors, officers, employees and agents) against any cost, loss or liability it incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Deed. ACTIVE 225925785 23 Project U - Preference Share Charge 18. PAYMENTS DemandsAny demand for payment made by the Chargee shall be accompanied by a statement of the relevant Secured Liabilities.PaymentsAll payments by the Chargor under this Deed (including damages for its breach) shall be made in US Dollars or such other relevant currency (in the case of amounts payable under Clause 17 (Expenses, Stamp Duty and Interest)) and to such account, with such financial institution and in such other manner as the Chargee may direct.Continuation of accountsAt any time after: (a) the receipt by the Chargee of notice (either actual or otherwise) of any subsequent Security affecting the Charged Assets; or (b) any step is taken in relation to the bankruptcy of the Chargor,the Chargee may open a new account in the name of the Chargor with a bank it chooses (whether or not it permits any existing account to continue). If the Chargee does not open such a new account, it shall nevertheless be treated as if it had done so when the relevant event occurred. No moneys paid into any account, whether new or continuing, after that event shall discharge or reduce the amount recoverable pursuant to this Deed.18.4 SubrogationSo long as any Charge remains outstanding: (a) any rights of the Chargor, by reason of the performance of any of its obligations under this Deed, the enforcement of any of the Charges or any action taken pursuant to any rights conferred by or in connection with this Deed, to be indemnified by any person, to prove in respect of any liability in the winding-up of any person or to take the benefit of or enforce any Security, guarantees or indemnities, shall be exercised and enforced only in such manner and on such terms, as the Chargee may require; and (b) any amount received or recovered by the Chargor (i) as a result of any exercise of any such rights or (ii) in the winding-up of any person, shall be held in trust for and immediately paid to the Chargee.

19. ACTIVE 225925785 24 Project U - Preference Share Charge TAX GROSS UP DefinitionsIn this Clause 19:"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under this Deed."Tax Payment" means an increased payment made by the Chargor to the Chargee under Clause 19.2 (Tax gross-up).Tax gross-up (a) The Chargor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Chargor shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Chargee accordingly. (c) If the Tax Deduction is required by law to be made by the Chargor, the amount of the payment due from the Chargor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due ifno Tax Deduction had been required. (d) If the Chargor is required to make a Tax Deduction, the Chargor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (e) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Chargor shall deliver to the Chargee evidence satisfactory to the Chargee that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. 20. OTHER INDEMNITIES 20.1 Currency indemnity (a) If any sum due from the Chargor under this Deed (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:(i) making or filing a claim or proof against the Chargor; (ii) obtaining or enforcing an order, judgment or award 111 relation to any litigation or arbitration proceedings, the Chargor shall jointly and severally as an independent obligation, within five (5) Business Days of demand, indemnify the Chargee against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to the Chargee at the time of

its receipt of that Sum provided that any payment made to the Chargee shall be in HK$. ACTIVE 225925785 25 Project U - Preference Share Charge (b) The Chargor waives any right he may have in any jurisdiction to pay any amount under this Deed in a currency or currency unit other than that in which it is expressed to be payab le . 20.2 Other indemnitiesTo the fullest extent permitted by applicable law, the Chargor shall indemnify the Chargee (and its directors, officers, employees and agents), any Receiver and any Delegate against all losses, liabilities, damages, costs and expenses incurred by it or them in the execution or performance of the terms and conditions of this Deed and against all actions, proceedings, claims, demands , costs, charges and expenses (including legal fees and fees of any expe1ts or agents) which may be incurred, sustained or arise in respect of the non-performance or non observance of any of the undertakings and agreements of the Chargor in this Deed or in respect of any matter or thing done or omitted relating in any way whatsoever to the Charged Assets , including losses, liabilities, damages, costs and expenses suffered or incurred in connection w ith: (a) the perfection, preservation, protection, enforcement, realisation or exercise, or attempted perfection, prese rvation, protection, enforcement, realisation or exercise, of any Security created, or any powers conferred, by this Deed or by law; (b) the exchange of any share certificate(s) or other documents of title in respect of the Charged Assets of any denomination(s) for any share ce1iificate(s) or other documents of title of other denomination(s); and (c) any Charged Assets being deemed not to be freely transferable or deliverable or to be defect ive, except to the extent such losses, liabi lities, damages, costs and expenses suffered or incurred are caused by the gross negligence, fraud or wilful misconduct of the Chargee (and its directors, officers, employees and agents), Receiver and Delegate, and, for the avoidance of doubt, each of the indemnities in this paragraph shall survive discharge of the Secured Liabilities.20.3 Indemnities separateEach indemnity in this Deed sha ll: (a) constitute a separate and independent obligation from the other obligations in any Finance Document; (b) give rise to a separate and independent cause of action; (c) apply irrespective of any indulgence granted by any person; (d) continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any Obligation or any other judgment or order; and (e) apply whether or not any claim under it relates to any matter disclosed by the Chargor or otherwise known to the Chargee. 21. SET-OFF

The Chargee may set off any matured obligation due from the Chargor under this Deed or any other Finance Document against any matured obligation owed by the Chargee to the Chargor under this Deed or any other Finance Document, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Chargee may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 22. RIGHTS, AMENDMENTS, WAIVERS AND DETERMINATIONS AmbiguityWhere there is any ambiguity or conflict between the rights conferred by law and those conferred by or pursuant to this Deed, the terms of this Deed shall prevail.Remedies and waiversNo failure to exercise, nor any delay in exercising, on the part of the Chargee or any Delegate any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.Amendments and waiversAny term of this Deed may be amended or the observance of any te1m of this Deed may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the prior written consent of the Chargee and the Chargor.DeterminationsAny dete1mination by or ce1iificate of the Chargee or any Delegate under or in connection with this Deed shall be conclusive evidence of the matters to which it relates.Chargor's WaiverThe Chargor waives, to the extent permitted under applicable law, all rights it may otherwise have to require that the Charges be enforced in any particular order or manner or at any pmiicular time or that any sum received or recovered from any person, or by virtue of the enforcement of any of the Charges or any other Security, which is capable of being applied in or towards discharge of any of the Secured Liabilities is so applied. 23. PARTIAL INVALIDITY If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 24. NOTICES 24.1 Communications in writingAny notice required or permitted pursuant to this Deed shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, or similar means to the address or fax number of the relevant Party as provided in Clause 24.2 ACTIVE 225925785 26 Project U Preference Share Charge

ACTIVE 225925785 28 Project U - Preference Share Charge below (or at such other address as such Party may designate by five (5) days' advance written notice to the other Party given in accordance with this Clause 24).24.2 AddressesThe addresses and fax numbers for service of a notice in connection with this Deed are. To the Chargee: Name: Address: Facsimile: Attention: Email: To the Chargor: Name: Address: Facsimile: Attention: CATHAY RONG IV LIMITEDSuites 2001-2005, 20/F, AIA Central, 1 ConnaughtRoad Central, Hong Kong(852) 3612 5770Kenneth Li liyinsheng@chamc.com.cn KINGKEY NEW ERA AUTO INDUSTRY LIMITED*¥ii'Jr!lfilf ,f 05JRoom 2703-06, 27/F, Office Tower, Convention Plaza 1 Harbour Road, Wan chai, Hong Kong+852 3468 7289Judy Lam Deemed noticeAny notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered (a) if delivered by hand, at the time of delivery; (b) if sent by pre-paid post, on the fourth (4th) Business Day after the time of posting; and (c) if given or made by fax, immediately after it has been despatched with a confirmation that all pages have been transmitted except where despatch is not on a Business Day. If a communication would otherwise be deemed to have been delivered outside normal business hours (after 5:30 p.m. on a Business Day) in the time zone of the territory of the recipient under the preceding provisions of this Clause 24, it shall be deemed to have been delivered at 9:30 a.m. on the next opening of business in the territory of the recipient. In proving service of a communication, it shall be sufficient to show that delivery by hand was made or that the envelope containing the communication was properly addressed and posted as a pre-paid letter or that the facsimile transmission was despatched and a confirmatory transmission report or other acknowledgement of good receipt was received.Exceptions relating to legal processFor the avoidance of doubt, the provisions of this Clause 24 shall not apply in relation to the service of any claim form, application notice, order, judgment or other notice of legal process relating to or in connection with any proceeding, suit or action arising out of or in connection with this Deed. 25. CHANGES TO PARTIES 25.1 No transfer by the ChargorUnless with the prior written consent of the Chargee (which consent may be given or withheld at the absolute discretion of the Chargee), the Chargor shall not and shall not agree to transfer or assign all or any part of its rights and/or obligations under this Deed to any person.

ACTIVE 225925785 29 Project U - Preference Share Charge 25.2 Transfer by the Chargee (a) The Chargee may at any time transfer or assign all or any pm1 of its rights and/or obligations under this Deed to any person. (b) The Chargor agrees to execute all documents and take all action that may be required by the Chargee in respect of any assignment or transfer, or proposed assignment or transfer, at the costs of the Chargee. Any such assignee or transferee shall be and be treated as a Party for all purposes of this Deed and shall be entitled to the full benefit of this Deed to the same extent as ifit were an original pm1y in respect of the rights or obligations assigned or transferred to it. (c) Notwithstanding any transfer or assignment by the Chargee pursuant to any Finance Document and/or this Clause 25.2, the Chargor's obligations under Clause 25.2(b) above will continue for the benefit of the assignee or successor of the Chargee. 25.3 Assignments and transfersThe Chargor: (a) upon request of the Chargee or any successor Chargee will execute and authorises the Chargee to execute on its behalf any and all instruments for fully vesting in and confirming to the successor Chargee all such rights and obligations; and (b) by way of security irrevocably authorises the Chargee to execute on its behalf any document the Chargee considers necessary in relation to the creation, or maintenance of the Charges and any transfer or assignment contemplated by this Deed or any other Finance Documents. 26. COUNTERPARTS This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed. 27. THIRD PARTY RIGHTS (a) Unless expressly provided to the contrary in the Finance Documents or this Deed, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623) (the "Third Parties Ordinance") to enforce or enjoy the benefit of any term of this Deed. (b) Notwithstanding any term of the Finance Documents or this Deed, the consent of any person who is not a Party is not required to rescind or vary this Deed at any time. (c) Any Receiver and/or Delegate may, subject to this Clause 27 and the Third Pm1ies Ordinance, rely on any clause of this Deed which expressly confers rights on it. 28. GOVERNING LAW 28.1 Jurisdiction (a) The Hong Kong courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed) (a "Dispute").

(b) ACTIVE 225925785 30 Project U - Preference Share Charge The Pmties agree that the Hong Kong comts are the most appropriate and convenient comts to settle Disputes and accordingly no Pmty will argue to the contrary. 28.2 Service of process (a) Without prejudice to any other mode of service allowed under any relevant law, the Chargor: (i) irrevocably appoints Kingkey Enterprise Hong Kong Limited ( ¥- 5rt;){!; ff lt0-'§'J) as his agent under this Deed for service of process in relation to any proceedings before the Hong Kong courts in connection with this Deed; and (ii) agrees that failure by a process agent to notify the relevant Chargor of the process will not invalidate the proceedings concerned. (b) If any person appointed as process agent under this Clause 28.2 (Service of process) is unable for any reason so to act, the Chargor must promptly (and in any event within ten days of the event taking place) appoint another agent on terms acceptable to the Chargee. Failing this, the Chargee may appoint another process agent for this purpose. Waiver of immunityThe Chargor irrevocably and unconditionally:waives all rights of immunity to which it or its assets may be entitled;agrees not to claim any immunity from: (i) proceedings brought in any jurisdiction against it or its assets by the Chargee in relation to a Dispute; (ii) recognition or enforcement in any jurisdiction of any judgment or order given in relation to a Dispute; or (iii) execution, attachment or other legal process in any jurisdiction against it or its assets in relation to a Dispute, and, in each case, to ensure that no such claim is made on its behalf; (c) submits to the jurisdiction of any court in relation to the recognition of any judgment or order given in relation to a Dispute; and (d) consents generally to the enforcement in any jurisdiction of any judgment or order given in relation to a Dispute and the giving of any relief in any jurisdiction, whether before or after final judgment, including, without limitation: (i) relief by way of interim or final injunction or order for specific performance or recovery of any assets; and (ii) execution, attachment or other legal process against any assets (irrespective of their use or intended use).

ACTIVE 225925785 31 Project U - Preference Share Charge THIS DEED has been entered into on the date stated at the beginning of this Deed.

ACTIVE 225925785 32 Project U - Preference Share Charge SCHEDULE 1 RIGHTS OF CHARGEEAfter the Charges become enforceable, the Chargee shall have the right, either in its own name or in the name of the Chargor or otherwise and in such manner and upon such terms and conditions as the Chargee thinks fit, and either alone or jointly with any other person:(a) Take possessionto take possession of the Charged Assets, and to require payment to it of all Dividends including to complete any instruments of transfer and to procure the transfer of the Charged Assets into the name of the Chargee or its nominee and, if necessary, take possession of and collect the certificate(s) and/or other documents of title relating to the Charged Assets; (b) Deal with Charged Assets to sell, transfer, assign, exchange or otherwise dispose of or realise the Charged Assets to any person either by public offer or auction, tender or private contract and for a consideration of any kind; (c) Borrow money to b01rnw or raise money either unsecured or on the security of the Charged Assets (either inpriority to the Charges or otherwise); (d) Rights of ownership to exercise and do (or permit the Chargor or any nominee of him to exercise and do) all such rights and things as the Chargee would be capable of exercising or doing if it was the absolute beneficial owner of the Charged Assets; (e) Claims to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person relating to the Charged Assets; (f) Legal actions to bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Charged Assets; (g) Redemption of Security to redeem any Security (whether or not having priority to the Charges) over the Charged Assets and to settle the accounts of any person with an interest in the Charged Assets; (h) Spend money in the exercise of any of the above powers, to spend such sums as the Chargee may think fit and the Chargor shall within three (3) Business Days of a written demand pay to the Chargee or the Receiver (as the case may be) all sums so spent together with interest on those sums at such rates as the Chargee may from time to time determine from the time they are paid or incurred, and those sums (together with such interest) shall be secured by the Charges; and

ACTIVE 225925785 33 Project U - Preference Share Charge (i) Other powers to do anything else the Chargee may think fit for the realisation of the Charged Assets or incidental to the exercise of any of the rights conferred on it under or by virtue of this Deed, the Companies Ordinance and other applicable statutory provisions and common law.

ACTIVE 225925785 34 Project U - Preference Share Charge SCHEDULE2 CHARGED SHARES Column A Column B Column C Column D Relevant Date Company Registered shareholder(s) Charged Shares Date of this Deed Uxin Limited Kingkey New Era Auto Industry Limited * Jr!IID1 R* * §] 1,677,737 Series G Preferred Shares Acquisition Date Uxin Limited Kingkey New Era Auto Industry Limited * Jr!IID1 R* * §] 2,000,000 Series A Preferred Shares, 1,412,053 Series B Preferred Shares and 614,755 Series C Preferred Shares

SCHEDULE3FORM OF INSTRUMENT OF TRANSFERUXIN LIMITEDincorporated in the Cayman Islands Company No. [ ](the Company)SHARE TRANSFER INSTRUMENTWe, Kingkey New Era Auto Industry Limited *¥ !f.fd!ij R * ifJ'/HH0 "j§J, of [address of transferor] (the "Transferor"), for good and valuable consideration received by us from [name oftransferee], of [address of transferee] (the "Transferee"), hereby transfers to the Transferee the[number] Series [A/B/C/G] preferred shares of US$[0.0001] par value standing in our name in the share register of the Company.This share transfer instrnment is governed by Cayman Islands law.As witness the hand of a duly authorised representative of the Transferor and a duly authorised representative of the Transferee this day of ,20 . ACTIVE 225925785 35 Project U - Preference Share Charge Executed for and on behalf of [name of transferee]acting by its duly authorised director Executed for and on behalf ofKingkey New Era Auto Industry Limited )) *¥JF.fr!JmPt:* 0"j§Jacting by its duly authorised director (Director) ))) (Director)

SCHEDULE 4FORM OF IRREVOCABLE DEED OF APPOINTMENT OF PROXY AND POWER OF ATTORNEYWe, Kingkey New Era Auto Industry Limited *¥li'.Jr!Jm71:ijl:i¥ 1':l 05-l, refer to the share charge dated 2017 (the "Share Charge") entered into between you as Chargee and Kingkey New Era Auto Industry Limited *¥li'.Jr!Jm71:ijl:j¥ 1':J 05-l (the "Chargor") whereby, inter alia, the Chargor granted a fixed charge over its interest in the Charged Shares (as defined in the Share Charge) in the Company (as hereinafter defined) in favour of the Chargee.Upon delivery of an Enforcement Notice (as defined in the Share Charge) by the Chargee, we hereby irrevocably appoint[*] (and its successors or permitted assigns) as our: ACfIVE 225925785 35 Project U - Preference Share Charge I. proxy to vote at meeting of the [preferred] shareholders ofUxin Limited (the "Company") in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name; and 2. duly authorised representative and duly appointed attorney-in-fact to sign resolutions in writing of the Company in respect of our existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name. This proxy and this power of attorney granted hereunder are irrevocable by reason of being given for valuable consideration.IN WITNESS whereof this instrument has been duly executed as a deed this day of EXECUTED AND DELIVEREDas a DEEDby for and on behalf ofKINGKEY NEW ERA AUTO INDUSTRY LIMITED*¥MiJl!71:iji: 1':l 05.1in the presence of: )))))))) Signature of WitnessName: Address: _ Occupation: _

SCHEDULE 5FORM OF DEED OF IRREVOCABLE UNDERTAKING AND CONFIRMATION FROM THE CHARGED COMPANY[Date}Cathay Rong IV Limited (the "Chargee", which expression includes, where the context so permits, its nominees, assigns and successors)Dear SirsUxin Limited (the "Company")We refer to the share charge dated 2017 (the "Share Charge") entered into between you as Chargee and Kingkey New Era Auto Industry Limited }'j=iJ!Hi'Ji}JllD @: /ffe.i as chargor (the "Chargor") whereby, inter alia, the Chargor granted a fixed charge over its interest in the Charged Shares (as defined in the Share Charge) in the Company in favour of the Chargee.Unless otherwise defined herein, terms defined in the Share Charge have the same meaning in this deed poll.This deed of undertaking and confirmation is given pursuant to the Share Charge. ACTIVE 225925785 36 Project U - Preference Share Charge 1. For valuable consideration receipt of which is hereby acknowledged, the Company hereby irrevocably and unconditionally undertakes to register (and hereby permits you or your nominee(s), if you or your nominee have custody of the original register of members of the Company to register) in the Company's register of members any and all share transfers to you or your nominee in respect of the Charged Shares submitted to the Company by you if an Event of Default (as defined in the Share Charge) is subsisting and upon the delivery of an Enforcement Notice by the Chargee. 2. The Company hereby confirms that it will instruct its registered office provider to make an annotation of the existence of the Share Charge and the Charges (as defined in the Share Charge) created thereby in the Company's register of members promptly pursuant to the Share Charge. 3. The Company hereby confirms that the register of members of the Company to be provided to the Chargee pursuant to the Share Charge will be a certified true copy of the original register of members of the Company and it will not redesignate or otherwise seek to recreate the register of members. 4. The Company hereby confirms it will ensure the register of members and register of directors of the Company are kept with the current registered office provider. IN WITNESS whereof this deed poll has been duly executed by the Company on the day and year first above written. EXECUTED AND DELIVEREDas a DEEDby _for and on behalf ofUxin Limitedin the presence of: ))))))

ACTIVE 225925785 37 Project U - Preference Share Charge Signature of WitnessName: Address: _ Occupation: _

In ,:vitness whereof this Deed has been executed as a deed on the date stated at the beginning. THECHARGOREXECUTED and DELIVERED as a deed by )Chen Jiarong )for and on behalf of )KINGKEY NEW ERA AUTO INDUSTRY )LIMI ED ffiJU lf[ff€ 0EJ ) ) c.bt»,\ (Wit ss signature)Witne s name: Witness address: Preference Share Charge - signature page ofKingkey New Era Auto Industry Limited

THECHARGEE SIGNEDby J_.LA JIU ZHOUfor and on behalf ofCATHAY RONG IV LIMITED l_? _1v _ Preference Share Charge - signature page of Cathay Rong IV Limited

Exhibit 99.4

Execution Version ACTIVE 233852776 Dated 2/, Jtv 2018 betweenKINGKEY NEW ERA AUTO INDUSTRY LIMITEDJR RFC.i1Ui• N 5Jas Chargor and CATHAY RONG IV LIMITEDas Chargee CONFIRMATORY SECURITY DEEDrelating to the share charge over certain shares of Uxin Limited dated 25 October 2017 THE TAKING OR SENDING BY ANY PERSON OF AN ORIGINAL OF TIDS DOCUMENT INTO THE CAYMAN ISLANDS MAY GIVE RISE TO THE IMPOSITION OF CAYMAN ISLANDS STAMP DUTY mHIGili Fi SIDLEY AUSTIN LEVEL39TWO INT'L FINANCE CENTRE 8 FINANCE STREET CENTRAL, HONG KONGTel: (852) 2509 7888Fax: (852) 2509 3110Founded 1866

ACTIVE 233852776 Table of Contents Page 1. Definitions and Interpretation ............................................................................................. 22. Acknowledgement of Continuing Security......................................................................... 53. Covenant to Pay .................................................................................................................. 54. Creation of Security ............................................................................................................ 55. Restrictions on Dealings ..................................................................................................... 66. Further assurance ................................................................................................................ 67. Representations and Warranties ..........................................................................................78. Undertakings ......................... ...........................................................................................7...9. Protections and Rights of the Chargee................................................................................710. Delivery of Documents .......................................................................................................811. Registration and security filings .........................................................................................912. Miscellaneous ..................................................................................................................... 913. Governing Law ................................................................................................................. 1014. Enforcement ...................................................................................................................... 10 (i)

3 ACTIVE 233852776 tt>l This Deed is dated { 2018 and made Between:(1) KINGKEYNEWERAAUTOINDUSTRYLIMITED* f.frJl!Fi: BJ,aBVI business company limited by shares incorporated under the laws of the British Virgin Islands with registered number 1954209 whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VGl 110, British Virgin Islands (the "Chargor"); and (2) CATHAY RONG IV LIMITED, a BVI business company with limited liability (company number 1943694) incorporated under the laws of the British Virgin Islands with its registered address at 30 de Castro Street, Wickhams Cay 1, P.O. Box 4519, Road Town, Tortola, British Virgin Islands as chargee (the "Chargee" which expression includes its successors and permitted assigns). Whereas: (A) By a share charge dated 25 October 2017 and entered into between the Chargor and the Chargee (the "Original Share Charge"), the Chargor granted Security over certain Preferred Shares to secure the Secured Liabilities (as defined below). (B) On 1 June 2018, such Preferred Shares were converted to 57,045,450 Class A Ordinary Shares (as defined below) upon an initial public offering of certain shares of the Company on NASDAQ. (C) The Parties agreed and acknowledged that the Original Share Charge continues in full force and effect and the 57,045,450 Class A Ordinary Shares constitute part of the Charged Assets under the Original Share Charge to secure the Secured Liabilities.{D) The Parties intend this Deed to take effect as a deed notwithstanding the Chargee may only execute it under hand.This Deed witnesses as follows: 1.1.1 DEFINITIONS AND INTERPRETATIONDefinitionsIn this Deed, terms defined and expressions construed or interpreted in the Original Share Charge and used but not redefined herein shall have the meanings set out in the Original Share Charge, mutatis mutandis, as if the same were set out in full in this Deed. In addition, unless the context otherwise requires, the following words and expressions shall have the following meanings:"ADSs" means the U.S. dollar-denominated American depositary shares of the Company. "Charges" means all or any of the Security created or expressed to be created by or pursuant to this Deed."Charged Property" means the assets from time to time subject, or expressed to be subject, to the Charges."Charged Shares" means the 57,045,450 Class A Ordinary Shares owned by the Chargor, any additional Class A Ordinary Share, any Dematerialized Share, any ADS and any other share acquired or to be acquired by the Chargor in respect of any of the 57,045,450 Class A Ordinary Shares by reason of a conversion, share split, share dividend, reclassification or otherwise."Class A Ordinary Shares" means the Class A ordinary shares of the Company.

4 ACTIVE 233852776 "Clearance System" means:(a) NASDAQ; (b) any system or facility providing means for the deposit of and clearance of transactions in shares, stock and other investments; or (c) any nominee or depositary for such person."Company" means Uxin Limited, an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands with its registered address at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KYl-1104, Cayman Islands;"Dematerialized Shares" means the electronic format of any Class A Ordinary Shares and/or ADSs held by a depositary of a Clearance System."Dividends" means all present and future: (a) dividends and distributions of any kind including cash dividends, stock dividends, liquidation dividends, non-cash dividends and any other sum received or receivable in respect of any of the Charged Shares owned by the Chargor; (b) rights, shares, money or other assets accruing or offered by way of stock splits or reclassifications redemption, bonus, option or otherwise in respect of any of the Charged Shares owned by the Chargor; (c) allotments, offers, warrants and rights accruing or offered in respect of any of the Charged Shares owned by the Chargor; and (d) other rights and assets attaching to, deriving from or exercisable by virtue of the ownership of, any of the Charged Shares owned by the Chargor. "Enforcement Notice" means any written notice given by the Chargee to the Chargor after the occurrence of an Event of Default which is continuing stating that the Charges have become enforceable."Event of Default" means any event or circumstance specified as such in clause 18 (Events of Defaults) of the Facility Agreement."Finance Documents" has the meaning ascribed to it in the Facility Agreement. "Hong Kong" has the meaning ascribed to it in the Facility Agreement. "NASDAQ" means the Nasdaq Stock Market, Inc.."Party" means a party to this Deed."Related Rights" means, in relation to the Charged Shares: (a) all rights under any license, agreement for sale, lease or other disposal in respect of the Charged Shares; (b) all rights, powers, benefits, claims, contracts, warranties, remedies, security, guarantees, indemnities and/or covenants for title in respect of the Charged Shares; (c) any right against any securities account or any Clearance System (including any right to deliver any securities to or to the order of the Chargor);

5 ACTIVE 233852776 (d) (e) (f) any right under any agreement with an account bank or similar agreement in respect of any Dematerialised Shares;any moneys and proceeds of sale or otherwise paid or payable in respect of all or any part of the Charged Shares; and/orall Dividends. 1.2 "Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under each Finance Document."Secured Party" means each of the Chargee, any Receiver or Delegate."Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect."Security Document" has the meaning ascribed to it in the Facility Agreement."U.S." means the United States of America.Interpretation (a) (b) The principles of Clause 1.2 (Construction) of the Original Share Charge shall be deemed to be incorporated into this Deed save that references in the Original Share Charge to "this Deed" shall be construed as references to this Deed and with such other changes as are appropriate to fit this context.A Finance Document or other agreement or instrument is a reference to that Finance Document or other agreement or instrument (as applicable) as amended, novated, supplemented, extended and/or restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any liability or the addition of any new liability under that Finance Document or that other agreement or instrument (as applicable). 1.3 1.4 ClausesIn this Deed any reference to a "Clause" or a "Schedule" is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Deed.DesignationEach of the Parties to this Deed designate this Deed as a Finance Document and a Security Document.1.5 Third Party Rights (a) (b) (c) Unless expressly provided to the contrary in this Deed, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong) (the "Third Parties Ordinance") to enforce or to enjoy the benefit of any term of this Deed.Notwithstanding any term of this Deed, the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.Any Receiver or Delegate may, subject to this Clause 1.5 and the Third Parties Ordinance, rely on any Clause of this Deed which expressly confers rights on it.

6 ACTIVE 233852776 2. ACKNOWLEDGEMENT OF CONTINUING SECURITYThe provisions of the Original Share Charge shall apply and continue in full force and effect between the parties thereto, including, without limitation, in respect of the Charged Assets and the Secured Liabilities. The Chargor hereby acknowledges and agrees that: (a) (b) (c) the Charged Shares constitute part of the Charged Assets under the Original Share Charge which secure (as and from the date of the emergence of such Charged Shares to secure) the payment and discharge of the Secured Liabilities under the Finance Documents on the terms set out therein;the Original Share Charge continues to have full force and effect in accordance with its terms therein and to secure the priority and the payment and discharge in full of the Secured Liabilities thereunder notwithstanding, including without limitation, this Deed or any additions, amendments and/or supplements of or to the Finance Documents from time to time; andno Security granted pursuant to the Original Share Charge is released, suspended or otherwise ceases to be effective as a result of the execution of this Deed. 3.3.1 3.2 COVENANT TO PAYCovenant to PayThe Chargor shall, on demand of the Chargee, pay to the Chargee and discharge the Secured Liabilities when they become due.DemandsThe making of one demand under this Deed will not preclude the Chargee from making any further demands. 4.4.1 CREATION OF SECURITYGeneral (a) (b) Without prejudice to the acknowledgement and agreement set out in Clause 2 (Acknowledgement of Continuing Security) above, the Chargor hereby grants in favour of the Chargee a security interest over the Charged Shares and the Related Rights.All Security created under this Deed: (i)(ii) (iii)(iv)(v) is created in favour of the Chargee;is created over present and future Charged Property including the Charged Shares and the Related Rights;is created by the Chargor as beneficial owner of the Charged Property; is security for the payment and discharge of all Secured Liabilities; andis created in addition to and does not affect the first ranking Security created by the Original Share Charge. (c) If any Chargor' s right, title or interest in and to, and the benefit of, any asset described in Clause 4.2 (Fixed Charge) and/or Clause 4.3 (Floating Charge) cannot be, or is not effectively, charged pursuant to Clause 4.2 (Fixed Charge) and/or Clause 4.3 (Floating

7 ACTIVE 233852776 Charge), in each case, for whatever reason, that Chargor shall, upon becoming aware of that fact:(i) promptly notify the Chargee of the same and the reason; (ii) hold the benefit of such asset on trust for the Chargee as security for the payment and discharge of all Secured Liabilities; and (iii) take all such steps as the Chargee may require to remove any impediment to such assignment or charge (as the case may be). 4.2 Fixed ChargeThe Chargor, as legal and beneficial owner and as continuing security for the payment or discharge of all Secured Liabilities, charges in favour of the Chargee: (a) by way of first legal mortgage, all of its rights, title and interest present and future in and to the Charged Shares and the Related Rights; and (b) all of its rights, title and interest in and to the Charged Shares and the Related Rights including all benefits, present and future, actual and contingent accruing in respect of the Charged Shares and the Related Rights (to the extent not effectively charged under paragraph (a) above), 4.3 provided that with effect from the date that the first ranking charge created under the Original Share Charge becomes ineffective, the Fixed Charge created under this Deed shall immediately become a first ranking charge.Floating ChargeThe Chargor charges and agrees to charge by way of floating charge all or any part of the subject matter of the Security referred to in clause 4.2 (Fixed Charge) not otherwise effectively charged by way of fixed charge pursuant to clause 4.2 (Fixed Charge) or any other provision of this Deed. 5. RESTRICTIONS ON DEALINGSOther than the Security created under the Original Share Charge or this Deed, the Chargor shall not: (a) (b) (c) create or purport to create or permit to subsist any security or quasi-security over any Charged Property;sell, transfer or otherwise dispose of, or purport to sell, transfer or otherwise dispose of, any Charged Property (including, for the avoidance of doubt, transfer of all or any legal or beneficial ownership or interest in any Charged Property (whether by way of any legal or equitable transfer, any trust arrangement or any other arrangement or transaction having a similar effect, and whether voluntary or involuntary)); orexercise any of its rights or powers in relation to any of the Charged Property in any manner which would prejudice the ability of the Chargee to realise the securities created under the Original Share Charge, or where applicable, this Deed. 6. FURTHER ASSURANCEThe provisions of clause 3.4 (Further assurance) of the Original Share Charge apply to this Deed as though they were set out in full in this Deed, except that references to the Original

8 ACTIVE 233852776 Share Charge will be construed as references to this Deed, with all necessary modifications to references to the parties. 7. REPRESENTATIONS AND WARRANTIES (a) The Chargor makes (on the date of this Deed and on each date of the Security Period) to the Chargee by reference to the facts and circumstances then existing the representations and warranties set out or referred to and expressed to be made by it in clause 6 (Representations and Warranties) of the Original Share Charge and where such representation or warranty concerns the Original Share Charge, as if any reference thereto included, to the extent relevant, a reference to this Deed. (b) (c) The Chargor represents that the First Batch Shares and Second Batch Shares (such terms as defined in the Original Shares Charge) were converted into 57,045,450 Class A Ordinary Shares.Subject to the making of the appropriate registrations and delivery of a perfection notice (if any), in each case, expressly specified in this Deed, this Security has or will have the ranking in priority which it is expressed to have in this Deed except for obligations mandatorily preferred by law applying to companies generally. 8. UNDERTAKINGSThe Chargor, for so long as this Deed is subsisting, undertakes to the Chargee that: (a) it shall not convert any of the Class A Ordinary Shares into electronic format without the prior written consent of the Chargee, and notwithstanding any provisions hereof, upon the conversion of the Class A Ordinary Shares into electronic format, any security account at which the Dematerialized Shares are held or deposited shall constitute part of the Charged Property to secure the Secured Liabilities pursuant to Clause 4.2 (Fixed Charge) and/or Clause 4.3 (Floating Charge) and shall be subject to the terms of this Deed; and (b) it shall not take any action whatsoever to procure or permit the Company to convert the Class A Ordinary Shares to ADSs without the prior written consent of the Chargee, and notwithstanding any provisions hereof, upon conversion of the Class A Ordinary Shares to ADSs, any account at which the ADSs are held or deposited shall constitute part of the Charged Property to secure the Secured Liabilities pursuant to Clause 4.2 (Fixed Charge) and/or Clause 4.3 (Floating Charge) and shall be subject to the terms of this Deed. 9. PROTECTIONS AND RIGHTS OF THE CHARGEEThe Chargor acknowledges and agrees that all protections, immunities, indemnities (including any currency indemnity), disclaimers and limitations of liability applicable to the Chargee set out in the Original Share Charge and other Finance Documents (to the extent applicable and not already provided for in this Deed) apply as if set out in full in this Deed to the extent not already provided for in this Deed mutatis mutandis as if set out in full in this Deed. In the event of any conflict between the other Finance Documents and this Deed with respect to any such provisions as affecting the Chargee, those provisions which are more beneficial to the Chargee shall prevail.

9 ACTIVE 233852776 10. DELIVERY OF DOCUMENTS (a) Immediately upon the execution of this Deed, the Chargor shall deposit with the Chargee or to its order, at such place(s) as the Chargee may from time to time direct and permit the Chargee or its nominee to hold and retain: (i) all the original share certificates or other documents of title in respect of the Charged Shares in suitable form for transfer by delivery and a certified copy of the register of members of the Company showing the Chargor as the registered owner of the Charged Shares; (ii) all instruments of transfer (undated and signed in blank) substantially in the form of Schedule 3 (Form of Instrument of Transfer) to the Original Share Charge in respect of the Charged Shares with all necessary modifications to fit the circumstances in this Deed duly signed by or on behalf of the Chargor and other documents which may be requested by the Chargee from time to time in order to enable the Chargee or its nominees to be registered as the owner or otherwise obtain legal title to any of the Security; (iii) a duly executed and dated deed ofirrevocable appointment of proxy and power of attorney from the Chargor substantially in the form set out in Schedule 4 (Form of Irrevocable Deed of Appointment of Proxy and Power of Attorney) to the Original Share Charge with all necessary modifications to fit the circumstances in this Deed; and (iv) a signed and dated letter of irrevocable undertaking and confirmation from the Company substantially in the form set out in Schedule 5 (Form of Deed of Irrevocable Undertaking and Confirmation from the Company) to the Original Share Charge with all necessary modifications to fit the circumstances in this Deed. (b) On or promptly after the date of conversion of any Charged Shares into electronic format or the conversion of any Charged Shares to ADSs, the Chargor shall deposit with the Chargee or to its order, at such place(s) as the Chargee may from time to time direct and permit the Chargee or its nominee to hold and retain any document and information as required by the Chargee from time to time to create security over the relevant Dematerialized Shares or the ADSs. (c) In addition, the Chargor shall deliver or procure that there shall be delivered to the Chargee all other documents the Chargee considers necessary or desirable to enable the Chargee to register such Charged Property in its name or in the name of its nominees or any Delegate, after the delivery of an Enforcement Notice. (d) The Chargor shall promptly deliver to the Chargee certificates or other instruments representing or evidencing the Charged Property acquired or received after the date of this Deed with instruments of transfer in blank duly executed by the Chargor. If at any time the Chargee notifies the Chargor that it requires additional instruments of transfer in blank, the Chargor shall promptly execute in blank and deliver the requested instrument of transfer to the Chargee. (e) At any time after the Charges have become enforceable, the Chargee shall have the right to complete, date and put into effect the documents referred to in paragraphs (a), (b), (c) and (d) above and to appoint such persons as the Chargee shall think fit as directors of the Company.

10 ACTIVE 233852776 REGISTRATION AND SECURITY FILINGSWithout prejudice to the generality of Clause 6 (Further assurance), the Chargor shall: {i) immediately create and maintain a register of charges (the "Register of Charges") of the Chargor in accordance with section 162 of the BVI Business Companies Act, 2004 (as amended) to the extent this has not already been done; (ii) assist the Chargee to register particulars of the Charges with the Registry of Corporate Affairs of the British Virgin Islands; and (iii) provide the Chargee with a certified true copy of the updated Register of Charges of the Chargor, immediately after entry of the particulars of the Charges has been made, and in any event within ten (10) Business Days of the date of this Deed. (b) The Chargor represents and warrants to the Chargee that it is not registered under Part 16 of the Companies Ordinance as of the date of this Deed. If the Chargor becomes registered under Part 16 of the Companies Ordinance, it shall: (i) register particulars of the Charges with the Companies Registry in Hong Kong, promptly upon and in any event within one (1) month of being registered under Part 16 of the Companies Ordinance; and (ii) provide the Chargee with a certified true copy of the registration of charge in respect of the Charges issued by the Companies Registry in Hong Kong evidencing that the requirements under the relevant sections of the Companies Ordinance as to registration have been complied, immediately upon receipt of the same from the Companies Registry in Hong Kong. MISCELLANEOUSIncorporation of termsWithout prejudice to clause 8 above, the provisions of clause 4 (Charged Shares) to clause 25 (Changes to Parties) and schedule 1 of the Original Share Charge shall be incorporated into this Deed with all necessary modifications as if set out in full herein and as if references in those clauses to "the Share Charge" or "this Deed" are references to this Deed and cross references to specified clauses thereof are references to the equivalent clauses set out or incorporated herein, except that the provisions of clause 6.9 (No existing Security) of the Original Share Charge shall be replaced with "Except for the Charges created under the Original Share Charge and the Charges created under this Deed, no Security exists on or over any Charged Property and the Charged Property are not subject to any prior or pari passu Security other than the one created under the Original Share Charge".CounterpartsThis Deed may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.OthersThis Deed shall be without prejudice to the ability of the Chargor and the Chargee to make further amendments and/or supplements to the Original Share Charge in the future without confirmations that are similar to this Deed.

11 ACTIVE 233852776 GOVERNING LAWThis Deed is governed by Hong Kong law.ENFORCEMENT14.1 Jurisdiction of Hong Kong courts (a) (b) The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including any dispute regarding the existence, validity or termination of this Deed) (a "Dispute").The Parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. (c) This Clause 14.1 is for the benefit of the Chargee only. As a result, the Chargee shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Chargee may take concurrent proceedings in any number of jurisdictions.14.2 Service of Process (a) Without prejudice to any other mode of service allowed under any relevant law, the Chargor: (i) irrevocably appoints Kingkey Enterprise Hong Kong Limited (J?-: 1Ul7i/f;l;lfij" &-0E]) as its agent under this Deed for service of process in relation to any proceedings before the Hong Kong courts in connection with this Deed; and (ii) agrees that failure by a process agent to notify the relevant Chargor of the process will not invalidate the proceedings concerned. (b) If any person appointed as process agent under this Clause 14.2 (Service of Process) is unable for any reason so to act, the Chargor must promptly (and in any event within ten days of the event taking place) appoint another agent on terms acceptable to the Chargee. Failing this, the Chargee may appoint another process agent for this purpose. The Chargor expressly agrees and consents to the provisions ofthis Clause 14.2.Waiver oflmmunitiesThe Chargor irrevocably and unconditionally:waives all rights of immunity to which it or its assets may be entitled;agrees not to claim any immunity from: (i) (ii) (iii) proceedings brought in any jurisdiction against it or its assets by the Chargee in relation to a Dispute; recognition or enforcement in any jurisdiction of any judgment or order given in relation to a Dispute; or execution, attachment or other legal process in any jurisdiction against it or its assets in relation to a Dispute,

and, in each case, to ensure that no such claim is made on its behalf; (e) submits to the jurisdiction of any court in relation to the recognition of any judgment or order given in relation to a Dispute; and (t) consents generally to the enforcement in any jurisdiction of any judgment or order given in relation to a Dispute and the giving of any relief in any jurisdiction, whether before or after final judgment, including, without limitation: (i) relief by way of interim or final injunction or order for specific performance or recovery of any assets; and (ii) execution, attachment or other legal process against any assets (irrespective of their use or intended use). In Witness Whereof the parties have executed and delivered this Deed as a deed on the day and year first above written. ACTIVE 233852776 II

In witness whereof this Deed has been executed as a deed on the date stated at the beginning.THECHARGOR ) EXECUTED and DELIVERED as a deed by )_ChenJiarong_, _ _ _ _ _ _ )for and on behalf of )KINGKEY NEW ERA AUTO INDUSTRY )LIMITED }j{Uft .iDffiRl-'-4- ) in the presence of:- ( itness slgnature) 1-f<N Witness name: Ci-fE:tvC l<'.11\)'i Witness address: ACTIVE 233852776 11

THECHARGEE SIGNED by LU -T) / J ') 1..1IA/l I for and on behalf of CATHAY RONG IV LIMITED )) - --\--1-\ litt- _ ACnVB 233852776

Exhibit 99.5

Execution VersionDATED 28 SEPTEMBER 2018 KINGKEY NEW ERA AUTO INDUSTRY LIMITEDIrJ!t1t.$ 1Sli¾fflas BorrowerandTHE PARTIES LISTEDas security providersin favour ofCATHAY RONG IV LIMITEDas Lender DEED OF UNDERTAKINGrelating to the US$100,000,000 term loan facility for Kingkey New Era Auto Industry Limited J?: iJij fe.$.il 1f -0"§'.J ACTIVE 235301564

(3) ACTIVE 235301564 Project U - Deed of Undertaking (4) (5) THIS DEED OF UNDERTAKING (the "Deed") is dated 28 September 2018 and madeBYKINGKEY NEW ERA AUTO INDUSTRY LIMITED * flj-J4t,;Jp:m t:ff!Sf!¾i:iJ, a BVI Business company incorporated under the laws of the British Virgin Islands with company number 1954209 and its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the "Borrower");ACME CELESTIAL LIMITED (•:R:tr l¾i:iJ), a BVI business company with limited liability (company number 1951774) incorporated under the laws of the British Virgin Islands, whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands; EXCELLENT ACE HOLDINGS LIMITED, a BVI business company with limited liability (company number 1953285) incorporated under the laws of the British Virgin Islands, whose registered office is at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands; , a holder of Hong Kong ID card number-and People's Republic of China ID card numbea ■■■■■■-■with address at Flat A 45/F Residence Bel-Air Phase 2 South Tower 7 Pokfulam, Hong Kong; , a holder of Hong Kong ID card number-with address at Flat A, 45/F., South Tower 7, Residence Bel-Air, 28-38 Bel-Air Avenue, Pokfulam, Hong Kong; and (6) * lll:tf l¾i:iJ, a company incorporated under the laws of the PRC with company registration numbe(together the "Parties", and each a "Party").IN FAVOUR OF: (7) CATHAY RONG IV LIMITED, a BVI business company incorporated in the British Virgin Islands with its registered address at 30 de Castro Street, Wickhams Cay 1, P.O. Box 4519, Road Town, Tortola, British Virgin Islands (the "Lender"). BACKGROUND(A) Pursuant to the facility agreement dated 25 October 2017 (the "Facility Agreement") entered into between the Borrower and the Lender in connection with a term loan to the Borrower of up to US$100,000,000 upon the terms and conditions of the Facility Agreement. (B) The Parties are entering into this Deed in connection with the Facility Agreement. The Borrower and the Lender both agree that this Deed shall be designated as a Finance Document. (C) It is intended that this document takes effect as a deed of the Parties (notwithstanding that any Party may have executed it under hand only).NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Deed hereby agree as follows:

1. ACTIVE 235301564 2 Project U - Deed of Undertaking INTERPRETATION 1.1 Definitions Terms defined in the Facility Agreement shall have the same meaning when used in this Deed, unless otherwise defined in this Deed. 1.2 Construction (a) Capitalised terms defined in the Facility Agreement have, unless expressly defined in this Deed, the same meaning in this Deed. (b) The provisions of clause 1.2 (Construction) of the Facility Agreement apply to this Deed as though they were set out in full in this Deed, except that references to the Facility Agreement will be construed as references to this Deed. 2. (c) Any reference in this Deed importing a gender includes the other gender.UNDERTAKINGS 2.1 The Borrower agrees and irrevocably and unconditionally undertakes to the Lender that the Borrower shall, and each of the other Parties irrevocably and unconditionally undertakes to the Lender to procure the Borrower to: (a) prepay out of the principal amount of the Loan together with the accrued interest thereon in accordance with the terms of the Facility Agreement on or befor and (b) from to the Scheduled Termination Date (or the Extended Termination Date, as the case may be): maintain at all times the LTV Ratio (as defined below) to be equal to or less than andif the LTV Ratio, at any time, exceeds for any period of five (5) consecutive Trading Days (as defined below) (the "Shortfall Period"), the Borrower and the Lender agree to take following steps:the Lender will be entitled to immediately upon the expiry of the Shortfall Period to notify the Borrower (the "Shortfall Notice") to enter into discussions with the Lender for a period of two (2) Business Days of the Shortfall Notice (or any other period as the Lender may agree) (the "Discussion estore the LTV Ratio to be equal to or less thanlllllllllllllllby eitherprepay part of the outstanding Loan and the accrued interest thereon in accordance with the terms of which each repayment shall be no less tha ment, nd in integral multiple of he "Shortfall Prepayment"); or(2) provide additional securities to the Lender subject to the Lender's prior written approval and satisfaction at the Lender's absolute discretion (the "Additional Security");(B) the Lender will be entitled to immediately upon the expiry of the Discussion Period to notify and require the Borrower (the "Top-Up Notice"), within two (2) Business Days of the Top-Up Notice (or any

other period as the Lender may agree), to either (1) make the Shortfall Prepayment; or (2) provide the Additional Security approved by the Lender to the Lender; such that immediately after the making of such prepayment or the provision of such Additional Security, the LTV Ratio will be equal to or less th (c) Any failure of the Borrower (and/or any failure of any of the Parties (excluding the Borrower) to procure the Borrower) to:(i) comply with Clause 2. l(a) above; or (ii) comply with Clause 2.1(b) by way of repaying part of the outstanding Loan and the accrued interest or providing the Additional Security within the prescribed time period in accordance with Clause 2.1(b)(ii) above, shall, notwithstanding anything to the contrary in the other Finance Documents, constitute an Event of Default and if such Event of Default is continuing and not waived by the Lender, the Lender may, inter alia, by notice to the Borrower declare that all or part of the Loans, together with accrued interest (including Default Interest), and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable and exercise any or all of the Lender's rights, powers, authorities, discretions or remedies under the Finance Documents (including but not limited to the Deed of Undertaking).For the purpose of this Clause 2.1:"LTV Ratio" means on any calendar day, the loan to value ratio expressed as a percentage (%) calculated by the following:AB"A" means the aggregate amount of the outstanding Loan; and"B" means the current market value* of the Security Assets and the Additional Security(where applicable, (i) if such Security Assets and/or the Additional Security are in the form of ADS, shall be calculated by: the market price of ADS x (number of common shares** under the Security Assets and/or the Additional Security, divided by, the Conversion Ratio); and (ii) if such Security Assets and/or the Additional Security are in the form of listed securities other than ADS, shall be calculated by: (the market price of such securities x number of shares under the Security Assets and/or the Additional Security). ) * For the purpose of calculating the amount of Shortfall Prepayment or Additional Security to be provided in accordance with Clause 2.l(b)(ii), the current market value of the Security Asset and such Additional Security shall be its average market value during the Shortfall Period. ACTIVE 23530 I 564 3 Project U - Deed of Undertaking

ACTIVE 235301564 Project U - Deed of Undertaking 5 ** The current number of common shares hold by the Borrower under the Security Assets is 57,045,450 as of the date of this Deed."ADS" means, in respect of the Security Assets and the Additional Security, the American depositary share (ADS) of a foreign-based company available for trading on US stock exchange."Conversion Ratio" means, (i) in respect of the Security Assets as of the date of this Deed, the conversion ratio between common shares and ADS held by the Borrower is 3, and (ii) in respect of the Additional Security, the conversion ratio between common shares and ADS as determined by the Borrower and the Lender."Trading Day" means a day on which trading in the Security Assets and the Additional Security generally occurs on the securities exchange or market, including but not limited to The New York Stock Exchange, NASDAQ or The Stock Exchange of Hong Kong Limited, on which the Security Assets is or are listed. 2.2 The Borrower shall make the prepayments pursuant to the above Clause 2.1 to the interest payment account (or other account as designated by the Lender) under the Facility Agreement. 2.3 Any prepayment of a Loan under this Deed may not be re-borrowed. 2.4 For the avoidance of doubt, save for the costs and expenses provided for in clause 13 (Costs and Expenses) of the Facility Agreement, the Borrower shall not be liable for any fee in relation to the Shortfall Prepayment or provision of Additional Security. 3. AFFIRMATION 3.1 AffirmationEach of the Parties confirms:its knowledge and acceptance of the terms of this Deed;that, notwithstanding the amendments effected by this Deed: each of the Security Documents to which it is a party (A) will remain in full force and effect and will continue to constitute its legal, valid and binding obligations (subject to all necessary registrations of the Security Documents, if applicable) enforceable in accordance with their terms, and (B) will extend to secure all obligations of each other Obligor under the Finance Documents (and including this Deed); andeach of the security interests created by the Security Documents to which it is a party will (A) continue in full force and effect and (B) extend to secure all obligations of each other Obligor under the Finance Documents (and including this Deed). (b) The Parties hereby agree that, with effect from the date of this Deed, they shall be bound by the terms of this Deed. (c) Each Party to this Deed shall at the request of the Lender and at their own expense, do all such acts and things as the Lender may reasonably specify, and execute such

ACTIVE 235301564 Project U - Deed of Undertaking 6 documents in such form as the Lender may reasonably require, in order to give effect to the amendments effected or to be effected pursuant to this Deed. 4. REPRESENTATIONS Each of the Parties represents and warrants to the Lender that all representations and warranties set out the Finance Documents to which it is a party remain true and correct and not misleading on the date of this Deed. 5. INDEMNITY The Borrower shall (or shall procure an Obligor to) indemnify the Lender according to clause11.2 (Other indemnities) of the Facility Agreement. 6. CHANGES TO THE PARTIES 6.1 The Parties None of the Parties may assign any of its rights or transfer any of its rights or obligations under this Deed. 6.2 The Lender The Lender may assign or otherwise dispose of or create a Security Interest in or over all or any of its rights under this Deed in accordance with the provisions contained in the Facility Agreement. 7. NOTICES Clause 25 (Notices) of the Facility Agreement shall apply to this Deed and shall be incorporated by reference as if they had been set out in full herein. 8. REMEDIES AND WAIVERS No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under this Deed will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law and may be waived only in writing and specifically. 9. INCORPORATION OF TERMS Without prejudice to the provisions set out in Clause 4 (Representation) of this Deed, the provisions of clauses 7.3 (Default interest), clause 9 (Tax gross up and indemnities), clause11.1 (Currency indemnity), clause 23 (Payment mechanics), clause 26 (Calculations and certificates) and clause 29 (Amendments and waivers) of the Facility Agreement shall be incorporated into this Deed without alteration. Any reference therein to "Finance Document" is to include this Deed. 10. ENTIRE AGREEMENT This Deed constitutes the entire agreement between the Parties in relation to the matters set out under this Deed and supersedes any previous agreement, whether express or implied, regarding such matters.

ACTIVE 235301564 Project U - Deed of Undertaking 7 11. COUNTERPARTS This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed. 12. GOVERNING LAW This Deed is governed by Hong Kong law. 13. ENFORCEMENT 13.1 Jurisdiction (a) The Hong Kong courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed) (a "Dispute"). (b) The Parties agree that the Hong Kong courts are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary 13.2 Service of process (a) Without prejudice to any other mode of service allowed under any relevant law, each of the Parties: (i) irrevocably appoints Kingkey Enterprise Hong Kong Limited (Jit Jt :wm0 j§'j) as his agent under this Deed for service of process in relation toany proceedings before the Hong Kong courts in connection with this Deed; and (ii) agrees that failure by a process agent to notify the Parties of the process will not invalidate the proceedings concerned. (b) If any person appointed as process agent under this Clause is unable for any reason so to act, the Parties must promptly (and in any event within ten days of the event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another process agent for this purpose. Waiver of immunityEach of the Parties irrevocably and unconditionally:waives all rights of immunity to which he or his assets may be entitled;agrees not to claim any immunity from: (i) proceedings brought in any jurisdiction against him or his assets by the Lender in relation to a Dispute; (ii) recognition or enforcement in any jurisdiction of any judgment or order given in relation to a Dispute; or (iii) execution, attachment or other legal process in any jurisdiction against him or his assets in relation to a Dispute,

ACTIVE 235301564 Project U - Deed of Undertaking 8 and, in each case, to ensure that no such claim is made on his behalf; (c) submits to the jurisdiction of any court in relation to the recognition of any judgment or order given in relation to a Dispute; and (d) consents generally to the enforcement in any jurisdiction of any judgment or order given in relation to a Dispute and the giving of any relief in any jurisdiction, whether before or after final judgment, including, without limitation: (i) relief by way of interim or final injunction or order for specific performance or recovery of any assets; and (ii) execution, attachment or other legal process against any assets (irrespective of their use or intended use). THIS DEED has been entered into on the date stated at the beginning of this Deed.

IN WITNESS whereof this Deed has been duly executed by all the Parties hereto as a deed the day and year first above written.THE BORROWER EXECUTED AND DELIVERED AS ADEE , by 14,v/ Tcn RM ACTIVE 1353015 64 for and on b;;~,ilf of = KINGKEY NEW ERA AUTO INDUSTRY LIMITEDJ.lHUiJl!R lff.lt 1f 0 isJ )) f ; ) _ _ _ _ _ _ _ _ _ _ (Witness signa re) ) _ Witness name: f_1?v/o1r Witness address:

EXECUTED AND DELIVERED ASA DEED ACTIVE 235301564 by J/ 1iA /2i9\J f] for and on befu; f ACME CELESTIAL LIMITED < * 0irJ)in the presence of ) f ; ? ) _ LawvA I< & (Witness signat e)Wi tness name: Witness address:

EXECUTED AND DELIVERED ASA DEED;i' by I ACTIVE 235301564 for and on befuiiftfv< EXCELLENT ACE HOLDINGS LIMITEDin the presence of

SIGNED, SEALED AND DELIVERED ASA DEEDbyCHEN HUA( ·) (Witness signature) V/.tf: {:_'1_ uJ Witness name: Lf ¼J?Witness address: ACTTVE 235301564

SIGNED, SEALED AND DELIVERED ASA DEEDbyCHEN JIARONG $'. ) ACTIVE 235301564 )) ) ) Uv< _;J'7 'f'4/:: 1-r wJ (Witness sig ture)Witness na : Witness address: ('/;

ACTIVE 235301564

Exhibit 99.6

THIS INSTRUCTION LETTER (this "Letter") is dated /? r 2018. TO: KINGKEY NEW ERA AUTO INDUSTRY LIMITED ffiali!i !J1! $.m lf l0'l¥J, a BVI Business company incorporated under the laws of the British Virgin Islandswith company number 1954209 and its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VGlll0, British Virgin Islands (the''Borrower"). FROM: CATHAY RONG IV LIMITED, a BVI business company incorporated in the British Virgin Islands with its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands as lender (the "Lender"). BACKGROUND(A) Pursuant to the facility agreement dated 25 October 2017 (as supplemented by a deed of undertaking dated 28 September 20 I8, and amended and supplemented from time to time, together the "Facility Agreement") entered into between the Borrower and the Lender, the Lender has granted a tenn loan of US$!00,000,000 to the Borrower upon the tenns and conditions of the Facility Agreement. (B) Pursuant to the Facility Agreement, (i) a share charge dated 25 October 2017 (the "Original Share Charge") was entered into between the Borrower as charger and the Lender as chargee as continuing security for the payment and perfonnance of the Secured Liabilities (as defined in the Original Share Charge), the Borrower has charged in favour of the Lender by way of first fixed charge over the Charged Shares (as defined in the Original Share Charge), and (ii) a confirmatory security deed relating to the Original Share Charge dated 27 July 2018 was entered into between the Borrower and the Lender (the "Confirmatory Security Deed", together with the Original Share Charge, the "Share Charge"). (C) Pursuant to Clause 3 of the deed ofundertaking dated 25 October 2017 relating to the Facility Agreement (the "Deed of Undertaking") entered into between ;Jti!!!;III11! i 1s1, the Borrower and the Lender, each of ;Jti!!!; IIl1l'! i is1, Mr. Dai Kun and UXIN (as definedhereunder) has refused the Lender's offers to acquire the Charged Shares and hence the Lender is entitled to take possession and hold or dispose of the Charged Shares at its solediscretion. (D) This Letter is in connection with the Facility Agreement and shall be designated as a Finance Document.NOW, THEREFORE, the Lender instructs as follows:1. DEFINITIONS AND INTERPRETATION 1. I Unless otherwise defined herein, terms and expressions defined in or construed for the purposes of the Facility Agreement shall have the same meaning in this Letter. 1.2 In this Letter:

2 "Share Price" means the price per Target ADS, being the actual sale price per Target ADS published on Bloomberg page "Bloomberg - Equities - Analyze Uxin Ltd - ADR Equity - Historical Price Table" for the Sale Date."Target ADSs" means the American Depositary Shares representing the Target Shares."Target Shares" means 57,045,450 Class A ordinary shares of UXIN LIMITED (an exempted company incorporated under the laws of the Cayman Islands with registration number 264804 and having its registered office at Grand Pavilion, Hibiscus Way, 802 West Bay Road, P.O. Box 31119, KYl-1205, Cayman Islands)."UXIN" means UXIN LIMITED, an exempted company incorporated under the laws of the Cayman Islands with registration number 264804 and having its registered office at Grand Pavilion, Hibiscus Way, 802 West Bay Road, P.O. Box 31119, KYl-1205, Cayman Islands. 2. INSTRUCTIONS 2.1 Subject to Clause 2.2 below, the Lender agrees to discharge and release of the Share Charge. 2.2 The consent at above Clause 2.1 is subject to the following instructions (collectively, the"Instructions") in respect of the disposal of the Target ADSs: (a) The Bo1rnwer shall transfer the Target Shares to the Lender upon request, and shall assist the Lender in converting the Target Shares into the Target ADSs (the "ADSs conversion"). (b) After the ADSs conversion, the Lender shall at any time sell all or any part of the Target ADSs in the open market, and the proceeds of which shall be used for repayment of the outstanding loans under the Finance Documents. The Lender shall, at its absolute discretion, have the right to decide the sale price, sale amount and sale date of the Target ADS/Target Shares. 2.3 The Lender shall issue to the Borrower a notice substantially in the fonn set out in Schedule 1 (Form of Notification) confinning the remaining Secured Liabilities to be discharged following the sale of the Target ADSs, if any. 3. RETENTION OF RIGHTS 3. I Except as expressly amended or consented by this Letter, all other security, rights and remedies held by the Lender under the Finance Documents will remain in full force and effect. 3.2 This Letter shall not constitute a waiver by the Lender, and the Lender hereby reserves all rights and remedies under the Finance Documents, including but not limited to, the Lender's losses, expenses and liabilities as a consequence of the Obligors' breach of the Finance Documents. 3.3 Notwithstanding the releases effected by this Letter:

3 each of the Finance Documents will remain in full force and effect and will continue to constitute the legal, valid and binding obligations of the relevant Obliger enforceable in accordance with their tenns; andexcept to the extent expressly released under this Letter, each of the security interests created by the Security Documents will continue in full force and effect and the guarantee given by each Obliger in the Finance Documents will continue in full force and effect. 4. INDEMNITY 4.1 The Borrower shall indemnify and hold hannless the Lender and any of its agents, directors, officers and employees from and against all losses, liabilities, costs (including without limitation reasonable legal costs), charges, expenses, actions, proceedings, claims and demands which arise from or in relation to this Letter and the transactions contemplated by it, including without limitation, any material breach by the Borrower of any of the provisions of this Letter. 4.2 The Borrower's obligations to indemnify under this Clause shall be in addition to any other liability which it may have to the Lender and shall be binding upon and inure to the benefit of any successors and assigns of the Lender. 4.3 The provisions of this Clause shall not be deemed to be exclusive of any other right to which the Lender may be entitled under any agreement, as a matter of law or otherwise and shall survive completion of the transactions contemplated in this Letter. MISCELLANEOUSShould any provision of this Letter be held by a court of competent jurisdiction to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the validity of the remainder of this Letter, which shall continue to be binding and enforceable upon the parties.GOVERNING LAW AND DISPUTE RESOLUTIONThis Letter is governed by the laws of Hong Kong and shall submit to the non-exclusive jurisdiction of the Hong Kong courts in connection herewith.[No further text on this page]

4 Schedule 1Form of Notification To: KINGKEY NEW ERA AUTO INDUSTRY LIMITED, as the Borrower under the Facility Agreement (as defined below)[ ],2018 Dear Sir and/or Madam:Re: The Facility Agreement ("Facility Agreement") dated October 25, 2017 as made between KINGKEY NEW ERA AUTO INDUSTRY LIMITED as the Borrower and CATHAY RONGIV LIMITED as the Lender.Dear Sir and/or Madam:I. We confinn that the Secured Liabilities pre on the Sale Date is USD[ ].Following the Sale on the Sale Date of the Target ADSs, we further confinn the disposal amount (the "Disposal Amount") is USO[ ] with detailed calculation below:Disposal Amount= aggregate number of Target ADSs sold on the Sale Date x Share Price[!(the Secured Liabilities are not fully discharged.Please be infonned that full amount of USD[ ] (being USDl00,000,000 minus the Disposal Amount) plus interest ofUSD[ ] will be due and payable by you on the Tennination Date (being [ ]) with breakdown as shown below: Principal Outstanding Rate (p.a.) Interest Period Interest Amount USD[ l [ l [ l USD[ l [Jfthe Secured Liabilities are fully discharged.We hereby confinn the full repayment on [ ] of all the Secured Liabilities, and the Borrower and all other related parties are released from their respective repayment, security and/or guarantee liabilities (however described) under or in connection with the Finance Documents. [The remaining Disposal Amount (being USD[ ]) will be deposited into the account designated by the Borrower in cash within one Business Days upon instruction by the Borrower.]]We hereby confirms that no breach (continuing or otherwise), Default or Event of Default has arisen or may arise under the Finance Documents which is a result solely of the transaction contemplated herein, and that the disposition is not due to any breach, Default or Event of Default.This notice is irrevocable and you may assume that this notice and all calculations herein remain true and correct until the Tem1ination Date (inclusive).

5 Yours faithfully,THE LENDERCATHAY RONG IV LIMITED By: Name:Title:

Yours faithfully,THE LENDERCATHAY RONG IV LIMITED 6 By: Name: f U 1/Jff./ JH/;i/vTitle: P r00tor