甲方每月将从价格、品质、交期、服务等方面对乙方进行综合考核并进行评级，甲方有权利根据考核结果进行订单比例分配，若乙方评分过低，甲方有权利启动供应商淘汰程序。
Party A shall conduct comprehensive assessment and grading on Party B every month from aspects of price, quality, date of delivery, service etc. Party A has the right to adjust allocation proportion of purchase orders based on the assessment results. In case of super low grade of Party B, Party A has the right to enable supplier eliminating procedure.
12、关于甲方发行的《供应商身份识别智能IC卡》
Supplier Identification Recognition Smart IC Card issued by Party A
为保障乙方财产安全，避免乙方的货物、单据在甲方仓库被冒领，同时为方便乙方人员进入甲方厂区洽谈业务，甲方向乙方发行《供应商身份识别智能IC卡》。具体办理流程及相关权责，按双方签订的 《供应商身份识别IC卡领取协议》执行。
To guarantee the property safety of Party B and prevent false claim of Party B’s products and bills of document at warehouse of Party A, and for the convenience of Party B’s personnel to come to Party A for business as well, Party A shall issue Supplier Identification Smart IC Card to Party B. The detailed handling flow and related responsibilities and obligations are subject to Supplier Identification IC Card Collecting Agreement. 13、售后服务
After-sales service
13.1乙方承诺供货给甲方的产品品质可靠性期限为 个月（从甲方验收合格入库日算起），在品质
可靠性期限内出现品质异常，乙方除需接受甲方的库存退货外，还需承担甲方因此产生的售后服务处理费用（包括但不限于维修费、车旅费、住宿费、善后处理费等）。
Party B undertakes that quality reliability term of the products provided to Party A is ____ months (starting from the date of releasing for warehouse after inspection by Party A). In case of any abnormality during the quality reliability term, except for accepting returned inventory by Party A, Party B shall also undertake after-sales service expenses therefore caused to Party A (including but not limited to maintenance, traveling, accommodation and aftermath expenses).
13.2为保证甲方产品保修用料的持续供应，乙方有义务配合甲方供应产品退市后两年内所需的保修物料。
To ensure a consecutive supply of maintenance materials for products of Party A, Party B has the obligations to supply maintenance materials for another two years after the delisting of the products of Party A. 13.3乙方应协助甲方及时清退甲方的库存坏料，具体按《坏料处理协议》执行。
Party B shall assist Party A in timely returning warehoused spoiled materials of Party A. Please refer to Spoiled Material Disposal Agreement for details. 14、业务终止
Business termination
14.1若乙方需与甲方终止业务，乙方必须提前六个月书面提交《业务终止通知书》通知甲方，在获得甲方
书面同意后乙方方可停止供货，否则乙方未结订单甲方将视同乙方延期交货。甲方有权暂停支付乙方最后一次供货之前的三个月的货款,经甲方确认终止供货的影响及相关善后工作处理完毕后，甲方即恢复乙方未付货款的支付。
If business termination is requested by Party B, Party B is required to notify Party A six months in advance by submitting Business Termination Notice in writing. Party B shall not stop supplying products until receiving consent in writing from Party A. Otherwise Party A shall deem the unsettled purchase order as delayed delivery. Party A has the right to suspend payment to Party B for the products provided for the last three months since the last shipment. After clarifying influence of supply termination and at the completion of aftermath disposal, Party A shall resume the payment to Party B for the unpaid balance.
第 11 页 共 49 页 Page 11 of 49
14.2在双方正常交易过程中若甲方需与乙方终止业务，甲方必须提前一个月书面提交《业务终止通知书》
通知乙方。善后期间的乙方货款甲方需正常支付。
During normal transactions between the two parties, in case of business termination requested by Party A, Party A is required to notify Party B one month in advance by submitting Business Termination Notice in writing. Party A shall make normal payment to Party B during the aftermath period.
14.3若乙方出现重大品质事故、交期事故、廉洁事故等异常事故，甲方有权立即终止与乙方的合作，同时
甲方有权暂停支付乙方的所有未付款项，直至双方就事故的处理方案达成一致。
In case of accidents of serious quality problem, delivery date and corruption, Party A has the right to immediately terminate the cooperation with B, and meanwhile, Party A has the right to suspend payment to Party B for all the unpaid balance till an agreement reached between the two parties on disposal of the accident.
14.4双方停止合作、除品质&廉洁保证金以外的所有货款结算完毕、甲方库存的乙方坏料清退完毕后，双
方签署《业务完结证明》，同时本协议解除，但双方仍需执行《保密协议》中的约定条款。协议解除后若乙方产品在承诺的保修期内出现质量问题造成甲方产品的批次性质量问题或重大品质异常，甲方仍有权按品质保证的相关条款追究乙方违约责任。
To terminate the cooperation between the parties, at settlement of all payments except for deposit for quality and white hands and at completion of returning all the spoiled materials in stock of Party A, the two parties shall sign a Certificate of Business Termination and this agreement is terminated simultaneously. However, the terms of Non-disclosure Agreement shall survive the termination. After termination of the agreement, in case quality problems in batch or serious quality deviation are caused to Party A by products of Party B during the valid warranty term promised by Party B, Party A shall also have the rights to hold Party B liable for breach of contract pursuant to the related clauses of quality guarantee. 15、协议解除
Termination of Agreement
本协议之任何一方若有下列之事由时，一方可以书面通知他方，终止本协议。
In case of any of the following events, either party can notify the counterparty in writing to terminate this agreement.
（1）一方违反本协议之约定导致他方的协议目的不能实现，经他方以书面催告解释或补正后，于通知之 解释或补正期间内仍不解释或补正时；
Either party breathes the contract and thus makes the counterparty unable to achieve the goal of this agreement, and also fails to make explanation or remedy within the specified period after receiving written notice from the counterparty.
（2）一方已提出破产申请或被他人提起破产申请的；
Either party has filed for bankruptcy or become subject to any bankruptcy proceeding. （3）一方经营状况严重恶化，致该方不能履行本协议权责的时；
Operation of either party has deteriorated significantly, and thus fail to perform the obligations and responsibility specified in this agreement.
（4）一方有转移财产、抽逃资金，逃避债务的行为；
Either party transfers property, surreptitiously withdraws funds, and evades liabilities.
（5）违约方之相对方依本条要求解除协议的，并不影响该方向违约方请求索赔的权利。
If the observant party requests to terminate this agreement under the provision of this article, it shall not influence the rights of the observant party to claim against the defaulting party for compensation. 16、不可抗力的处理 Force Majeure
第 12 页 共 49 页 Page 12 of 49
任何一方因不可抗力原因导致无法履行协议的，可不承担违约责任，但遭受不可抗力的一方应及时书面通知另一方并尽量采取有效措施减少双方的损失。若乙方因不可抗力因素无法正常供货并15天内仍不能履行协议责任，甲方有权取消乙方的未结订单并取消乙方的供应商资格，因此给乙方造成的损失由乙方承担，甲方不承担任何责任。
Either party shall not be held responsible for breach of contract in case of failure of performing this agreement due to force majeure. However, the party encountering force majeure shall timely notify the counterparty in writing about the force majeure and try the best to take effective and reasonable measures to minimize the losses incurred to both parties. Provided Party B fails in normal supply and to perform obligations within 15 days due to force majeure, Party A has the right to cancel the unsettled purchase orders and qualification of Party B as supplier. All the losses incurred therefore shall be undertaken by Party B, and Party A shall not be held responsible. 17、一般条款
General Provisions.
17.1本《长期合作协议》连同其他专项协议以及补充协议、相关附件构成双方完整的采购-供应协议，相关专项协议及补充协议、附件做为采购-供应协议的一部分，具有同等的法律效力。双方在执行过程中，不得随意变更或解除协议，若有未尽事宜，双方协商后签订补充协议。若有涉及版本升级的，则新版本协议签订后旧版本自动解除。
This Long-term Cooperation Agreement together with other special agreements and supplementary agreements as well as related attachments constitute the entire purchase-supply agreement between the two parties, and the related special agreements, supplementary agreements and attachments are the integral parts of the purchase-supply agreement with equal legal force. During the valid term of this agreement, nether party shall make unauthorized modification or termination of this agreement. For the unmentioned matters, the two parties shall come to supplementary agreements after consultations. In case of any agreement upgrade, the old version of agreement shall be automatically terminated the moment the new version of this agreement is signed.
17.2如果本协议的任何条款被司法机关裁定在某些方面不可执行，且这种不可执行性不会对双方在本协议中的权利造成实质性的影响，则本协议的其它条款继续有效。
Provided any article in this agreement is adjudged as unenforceable in certain aspects by judicial authority while the unenforceability has no material influences on responsibilities and obligations of both parties, the balance of this agreement shall remain valid and enforceable.
17.3若一方对另一方不履行本协议的义务和责任的某些事件放弃追究，需经放弃追究的一方书面签署文件，且该放弃追究并不表示对以后发生的事件也放弃追究。
One party waiving claim on the counterparty for its failure in performing responsibilities and obligations of this agreement shall sign a written document of waiver, which however shall not be construed as waiver for future events.
17.4本协议一式两份，甲乙双方各执一份，自双方签章后生效。
This agreement is made in duplicate. Party A and Party B shall hold one original each, and the agreement will come into force at signature and seal of both parties.
17.5本协议之解释、效力、履行及其他未尽事宜均依中华人民共和国法律为准，任何关于本协议产生的争议，双方应协商解决，协商不成的任何一方均向甲方所在地人民法院起诉。
This agreement is construed in accordance with, enforced pursuant to and governed by laws of the People’s Republic of China. Any dispute arising from this agreement shall be settled through consultations. In case no agreement reached by the two parties, the case in dispute shall then be submitted to the local people’s court in the location of Party A.
第 13 页 共 49 页 Page 13 of 49
价格诚信协议
Price Credit Agreement
为保证甲乙双方诚信交易，保证交易价格符合市场行情，双方一致同意订立本协议。
To ensure smooth transactions in good faith between the two parties and transaction price in accordance with market quotation, Party A and Party B hereby come to this agreement:
1、乙方应本着诚信、本分的原则提供真实的成本分析表和合理的利润要求，甲乙双方在此基础上确定最
终交易单价。乙方保证供货价格符合市场行情，不高于市场行情下同等批量同等质量水平的最低价格。 Guided by the principle of integrity and honesty, Party B shall provide an authentic cost analysis and reasonable profit request, based on which Party A and Party B hereof shall come to a final price for transaction. Party B undertakes that the supply price is in accordance with market quotation and is not higher than the minimum price of similar lot size at similar quality level in the market.
2、 乙方需根据原材料市场价格的变动或生产工艺的变更及其它成本要素的变化及时调整供应给甲方产品
的单价。价格若有调整，则调整之前的《订货合同》仍按原价格执行，调整后的《订货合同》按新价格执行。若乙方价格低于甲方同类原材料其它供应商的供货价格，甲方有义务分配更大的订单量给乙方；否则甲方有权利缩减给乙方的订单量，直至取消其供应商资格。乙方保证供货给甲方的价格在其客户中占有优势，并承诺不高于甲乙双方协商评估的市场平均价格水平。
Party B is required to timely adjust unit price of the products provided to Party A based on change of market price of raw materials, production processing technology and other factors of costs. In case of price adjustment, the Purchase Contract entered before the adjustment shall stick to the original price, while the Purchase Contract after the adjustment shall use the new price. If the price of Party B is lower than the price of other suppliers providing the same type of materials to Party A, Party A has the obligations to place more purchase orders to Party B; otherwise, Party A has the right to decrease purchase quantity from Party B and even to cancel the qualification of Party B as a supplier. Party B promises that the supply price for Party A is competitive among all clients, and that the price shall be no higher than the market average price agreed by Party A and Party B through consultations.
3、 甲方有权利到乙方实地考察了解乙方产品的成本构成情况，乙方有义务提供甲方合理要求之内的相关
成本要素资料，包括但不限于发票（含原材料\\设备采购发票、委托加工采购的发票）、固定资产原值、人工成本构成、机器设备产能、水电房租费用、各类生产报表等。如甲方依所获得的成本要素计算的产品成本明显低于乙方所提供的产品成本，且乙方销售价格高于甲方核定的价格，若乙方无足够证据证明其合理性，甲方有权按甲方核定的价格执行，并保留取消订单、收回差价、不予支付乙方所有未付货款、不退还乙方品质&廉洁保证金，取消乙方供应商资格的权利。
Party A has the right to conduct site investigation on the cost composition of products of Party B, and Party B, as per reasonable request of Party A, has the obligation to provide information concerning the related cost factors including but not limited to invoice (including raw materials, equipment purchase invoices, purchase invoices for commissioned processing), original value of fixed assets, labor cost composition, production capacity of equipments, utilities and rent, and various production reports. If the product cost calculated by Party A based on obtained cost factors is remarkably lower than the product cost provided by Party B, selling price of Party B is higher than the price calculated by Party A, and Party B has no sufficient evidences to prove its rationality, Party A has the right to make payment according to the price verified and calculated by Party A, and reserves the rights to cancel purchase orders, take back price difference, refuse to pay the unpaid balance of products provided by Party B, refuse to refund the deposit of quality and white hands from Party B, and cancel the qualification of Party B as a supplier.
4、甲乙双方需对相关成本信息及交易单价严格保密，不得以任何理由泄漏给第三方（法律另有规定的除
第 14 页 共 49 页 Page 14 of 49
外）。
Both Party A and Party B hereof shall strictly keep cost information and unit price of transition confidential, and shall in no case disclose to a third party (unless otherwise stipulated by law).
5、为提高甲方产品的市场竞争力，在市场价格稳定的情况下，乙方有义务全力配合甲方降成本计划与方
案的实现。
To enhance market competence of products of Party A, under the condition of a stable market price, Party B has the obligations to try the best to assist Party A in lowering costs and realization of schemes. 6、价格不诚信的处理：
Disposal of discredit price:
若乙方报价明显偏离市场行情，甲方将视为乙方谋取不正当利益，双方同意按如下方式处理：
If the quotation from Party B is remarkably far from the market price, Party A shall deem Party B as seeking for profiteering. Party A and Party B hereof agree to deal with it as follows:
6.1 乙方报价高于市场行情10%，甲方有权取消未结订单、要求乙方返还高于市场行情部分的差价、暂停
支付乙方已到期货款、要求乙方按高于市场行情差价部分的1倍金额支付违约金给甲方，同时甲方有权取消乙方供应商资格。
If quotation from Party B is 10% higher than the market price, Party A has the right to cancel the unsettled purchase orders, request Party B to refund the price difference that exceeds the market price, suspend due payment to Party B, and request Party B to pay a penalty of the same amount as the part higher than market price to Party A for breach of contract. Moreover, Party A has the right to cancel the qualification of Party B as a supplier.
6.2 乙方报价高于市场行情20%，甲方有权取消未结订单、要求乙方返还高于市场行情部分的差价、暂停
支付乙方已到期货款、要求乙方按高于市场行情差价部分的2倍金额支付违约金给甲方，同时甲方有权取消乙方供应商资格。
In case of 20% higher of quotation from Party B than the market price, Party A has the right to cancel the unsettled purchase order, request Party B to refund the price difference that exceeds the market price, suspend due payment to Party B, and request Party B to refund twice the price difference for the part higher than the market price as penalty for breach of contract to Party A. Moreover, Party A has the right to cancel the qualification of Party B as a supplier.
6.3 乙方报价高于市场行情30%，甲方有权取消未结订单、要求乙方返还高于市场行情部分的差价、暂停
支付乙方已到期货款、要求乙方按高于市场行情差价部分的3倍金额支付违约金给甲方，同时甲方有权不退还乙方的品质&廉洁保证金、取消乙方供应商资格。
In case of 30% higher of quotation from Party B than the market price, Party A has the right to cancel the unsettled purchase order, request Party B to refund the price difference that exceeds the market price, suspend due payment to Party B, and request Party B to refund three times of the price difference for the part higher than market price as penalty for breach of contract to Party A. Moreover, Party A has the right to refuse to refund the deposit of quality and white hands and cancel the qualification of Party B as a supplier.
6.4 甲方因乙方价格不诚信而暂停支付乙方已到期货款的，双方就价格问题的处理方案达成一致后乙方方
恢复支付，但甲方暂停支付期限最长12个月。
In case of suspension of due payment to Party B for discredit price of Party B, the payment shall not be resumed until the two parties reach an agreement on solution of the price issue. However, the maximum period for payment suspension by Party A shall be 12 months. 7、一般条款
General Provisions
7.1本协议若有版本升级，则新版本协议签订后旧版本自动解除。
第 15 页 共 49 页 Page 15 of 49