Raw Material Purchase and Sales Contract

Buyer: Zhangzhou Lidaxin Optoelectronics Technology Co., Ltd

Contact address: Xingtai Industrial Park, Changtai County Economic Development Zone, Zhangzhou City, Fujian Province

Supplier: Zhongshan Lichi Electric Motor Co., Ltd

Contact address: 3rd Floor, Building A, No. 10 Xinmao Industrial Avenue, Zhongshan City

According to the relevant laws, regulations, and rules of the country, the purchaser and supplier, based on the principles of equality, mutual benefit, and consensus through consultation, sign this contract for the purchaser and supplier to abide by and execute.

Article 1: Procurement Contract

1.1 Pricing Principles

1.1.1 Negotiate pricing.

1.1.2 The price shall be determined through prior consultation between the supply and demand parties, and the specific price shall be detailed in the purchaser's "Purchase Contract"; If the supplier has any objections to the processing price, they shall raise them in writing on the same day, otherwise it shall be deemed as acceptance of the price from the purchaser.

1.2 Total transaction volume: determined through negotiation between the supply and demand parties.

1.3 The name, specifications, model, measurement unit, quantity, unit price, amount, and delivery deadline of the raw materials purchased by the purchaser shall be subject to the purchaser's "Purchase Contract" or other purchase orders confirmed in writing by both parties. The Purchase Contract is an effective part of this contract.

1.4 The transaction between the supply and demand parties shall be based on the principles of equality and mutual benefit in the market, and the rights and obligations of both parties shall be determined through fair prices, transaction conditions, and the signing of a written contract.

Article 2: Quality Standards for Raw Materials

2.1 The quality requirements and technical parameters of raw materials shall be subject to the "Technical Agreement Commitment Letter" and the latest "Technical Specification Book" and "Component Recognition Letter" signed by the purchaser and supplier. The "Technical Agreement Commitment Letter", "Technical Specification Letter", and "Component Recognition Letter" have the same legal effect as this contract.

2.2 The raw materials provided by the supplier must be produced by the supplier's original factory and cannot be purchased from outside or provided through commissioned processing. The quality must be completely consistent with the "Technical Agreement Commitment Letter", "Technical Specification Letter", and "Part Recognition Letter", and must comply with the EU Directive 2011/65/EU and its revised directives (referred to as the EU RoHS Directive) and the California act RoHS Light RequIREMENT (AB1109) California RoHS Lighting Requirements (AB1109) (referred to as California RoHS), the latest EU regulation EC/1907/2006 "Registration, Evaluation, Authorization and Restriction of Chemicals" (referred to as REACH regulation) 《California Proposi tion 65-CA Prop 65》、 The EU Pops Regulation (EU) 2019/1021, including the EU Persistent Organic Pollutants (POPs) and TSCA Toxic Substances Control Act, fully requires compliance with the Lidaxin Hazardous Substances List. If the above regulations are updated or the demand side requires compliance with other regulations, the supplier shall provide raw materials that comply with relevant regulations as requested by the demand side. If the raw materials provided by the supplier do not comply with the environmental laws and regulations mentioned above, the supplier must compensate the purchaser for all losses caused, including but not limited to claims from the purchaser's customers.

2.3 With the written consent of the purchaser, the supplier may provide products that are produced by the designated brand of the purchaser and the supplier has the right to act as an agent for sales. The product quality must be completely consistent with the "Technical Agreement Commitment Letter", "Technical Specification Letter", and "Component Recognition Letter", and must comply with the above RoHS requirements. There must be no counterfeit or inferior products of the brand manufacturer. If there are any products that do not comply with RoHS requirements or are counterfeit or inferior, the supplier must compensate the purchaser for all losses caused, including but not limited to claims from the purchaser's customers.

The brand and model specifications specified by the purchaser shall be subject to mutual agreement.

2.4 Applicable terms for raw material (agents, traders) suppliers

2.4.1 The agency certificate provided by the supplier (raw material agent) to the demander must be legally authorized by the manufacturer of the product it represents; The supplier guarantees that it has the right to act as an agent for such products during the cooperation period with the demander, and pays attention to updating the agency certificate to ensure that its agency rights are valid.

2.4.2 The products provided by the supplier to the purchaser must be original factory products, without unpacking or combining, without using third-party raw materials for substitution, without using expired materials for unpacking and substitution, and without using expired materials to return new materials.

2.4.3 The quality of the products provided by the supplier must be completely consistent with the "Technical Agreement Commitment Letter", "Technical Specification Letter", and "Component Recognition Letter", and must comply with the EU Directive 2011/65/EU and its revised directives, as well as the California act RoHS Light Requirement (AB1109), the California act RoHS lighting RoHS requirement (AB1109) (referred to as California RoHS), the latest EU regulation EC/1907/2006 "Registration, Evaluation, Authorization and Restriction of Chemicals" (referred to as

REACH regulation) 《California

Proposition 65-CA Prop 65》、 EU POPs Regulation (EU) 2019/1021 on Persistent Organic Pollutants (POPs) TSCA

According to environmental laws and regulations such as the Toxic Substances Control Law, the complete requirement is based on the Lidaxin Hazardous Substance List, which prohibits any counterfeit or inferior products from this brand manufacturer. If there are updates to the above-mentioned laws or if the demand side requires compliance with other laws, the supplier shall provide raw materials that comply with relevant laws and regulations as requested by the demand side.

2.4.4 If the supplier's products do not meet the requirements for controlling harmful substances mentioned above, are counterfeit or inferior, or if the quality of the products provided by the supplier causes defects and losses to the demander's products, the supplier shall be responsible for all claims and related legal liabilities raised by third parties against the demander. The supplier must compensate the purchaser for all losses caused, including but not limited to claims from the purchaser's customers.

2.4.5 When the supplier is an agent, Article 2.4 of this contract shall be particularly applicable, but the supplier shall still fulfill its responsibilities and obligations in accordance with other provisions of this contract.

Article 3: Packaging Method of Raw Materials

The supplier shall package the raw materials reasonably according to the requirements of different material properties, and the packaging materials shall be clean. At the same time, the supplier must ensure that the quality of the materials is not affected. The supplier shall seal and package the inner and outer bags (boxes, packages, bundles) of the raw material packaging, and label each bag (box, package, bundle) according to the requirements of the purchaser. The content on the label shall be filled in completely according to the requirements of the purchaser. If the packaging of the supplier's raw materials does not meet the requirements, the purchaser has the right to refuse to accept the raw materials, and the supplier shall bear the liability for breach of contract for delayed delivery.

Article 4: Delivery Method

4.1 Delivery Time: The supplier shall deliver the raw materials to the purchaser on the date and in the quantity specified in the Purchase Contract. The purchaser shall confirm in writing the actual delivery quantity and delivery date of the supplier within [ten] days from the expiration of the raw material acceptance period. This written confirmation shall serve as the basis for settling the payment between the purchaser and the supplier, and cannot be regarded as meeting the purchaser's requirements in terms of raw material quality and quantity.

4.2 Delivery Method and Location: The supplier is responsible for transporting the raw materials to the location designated by the purchaser; The purchaser shall designate a dedicated person to receive and sign the delivery note for confirmation before returning it to the supplier. The delivery freight shall be borne by the supplier, and all risks of loss and damage before the goods arrive at the designated location of the purchaser shall be borne by the supplier.

4.3 Sample Delivery: The supplier shall deliver no less than 2 samples, which shall be sealed and stored. The manufacturer, delivery date, quality condition, material condition, etc. shall be indicated on the samples (specific to the sample performance determined by both parties), and the supplier's official seal shall be affixed to the aforementioned content.

4.4 The sample should have the same quality as the product delivered by the supplier, and the supplier agrees to use the sample as the basis for confirming the quality of the product in the future. If the supplier fails to provide samples, the quality of the samples is inconsistent with the delivered products, or the samples do not meet the requirements of Lidaxin, the purchaser has the right to reject the batch of products and demand that the supplier bear the liability for breach of contract for delayed delivery and products that do not meet the standards.

4.5 The purchaser has the right to determine the sample retention period based on the performance of the sample and the shelf life of the product to which the sample refers. The supplier shall promptly supplement and retain samples in accordance with the requirements of Article 4.3 upon receiving the demand from the purchaser.

Article 5: Acceptance Method

5.1 The acceptance period is [ten] days from the date of receipt of the goods. During the acceptance period, the purchaser shall conduct inspections in accordance with the quality standards agreed upon in the "Technical Agreement Commitment Letter", "Technical Specification Letter", "Part Acceptance Letter", and incoming inspection standards; The acceptance of raw materials by the demander is also a sampling acceptance. The demander's acceptance of raw materials and production cannot be regarded as the raw materials meeting the quality standards stipulated in the "Technical Agreement Commitment Letter", "Technical Specification Book", incoming inspection standards, or meeting the demander's requirements.

5.2 If the purchaser discovers that the raw materials do not comply with the contract, they shall raise a written objection to the supplier; If the demand side discovers quality problems during production, the supplier must also bear full liability for breach of contract compensation.

5.3 The supplier shall provide a handling opinion within [two] days after receiving the written objection from the demander. Otherwise, it shall be deemed as accepting the objection and handling opinion raised by the demander, and shall handle it according to the demander's handling opinion.

Article 6: Settlement Method

6.1 The supplier shall issue value-added tax invoices on a monthly basis based on the actual qualified delivery quantity and amount confirmed jointly by the purchaser and the supplier. 6.2 The settlement method and currency for the goods under this contract shall be subject to the provisions of the procurement contract.

Article 7: Other Obligations of the Supplier

7.1 The supplier shall be responsible for the confidentiality of all information provided by the demander and shall not disclose the content of the above information to any third party outside this contract. Otherwise, the demander has the right to terminate all "Purchase Contracts" at any time, and the supplier must compensate the demander for all losses caused, including but not limited to claims from the demander's customers.

7.2 The supplier has the obligation to report to the purchaser the production capacity and factory management status of similar materials, as well as management documents.

7.3 If the supplier unilaterally terminates the cooperation with the demander in advance or if certain products need to be discontinued, or if the supplier unilaterally terminates the cooperation with the demander only for certain products in advance, the supplier shall notify the demander in writing six months in advance. The supplier's

During the six-month transition period, supply to the demand party should continue until the end of the six-month transition period. 7.4 The supplier shall ensure that, under the same market conditions, priority is given to meeting the order requirements of the demander.

Article 8: Liability for Breach of Contract

8.1 The supplier shall deliver the raw materials that meet the contract requirements on time upon receipt of the purchaser's "Purchase Contract" or notice. If the supplier fails to deliver the goods on time due to reasons not caused by the purchaser, the supplier shall pay a penalty of [5]% of the total price of the batch of goods to the purchaser for each day of delay. If the supplier fails to deliver the goods within [ten days] of the deadline, it shall be deemed as a fundamental breach of contract by the supplier, and the purchaser shall have the right to terminate the batch of orders. In addition to the aforementioned overdue penalty, the supplier shall also pay a one-time penalty of [20]% of the total price of the batch of goods to the purchaser. If the supplier fails to deliver the goods on time due to reasons not caused by the demand party, the demand party has the right to extend the payment time based on the delayed delivery time without assuming any breach of contract liability.

8.2 If the supplier fails to deliver the goods on time and the purchaser is required by the customer to bear the liability for breach of contract due to delayed delivery or the customer cancels the order, the supplier shall bear the customer's claims against the purchaser, the additional rush costs and transportation costs incurred by the purchaser as a result, and the related material preparation losses and storage costs incurred by the purchaser due to the customer's cancellation of the order.

If the packaging and quality of the raw materials delivered by the supplier do not meet the contractual requirements, and the purchaser agrees to use them, settlement shall be made based on quality and price; If the purchaser does not agree to use it, the purchaser has the right to return the goods, and the purchaser has the right to demand that the supplier pay a penalty of [10]% of the total amount of the batch payment to the purchaser. If it causes losses to the purchaser, the supplier shall be responsible for bearing all losses.

8.4 If the quality of the supplier's raw materials causes defects and losses to the purchaser's products, all claims and related legal liabilities raised by third parties shall be borne by the supplier.

8.5 If the supplier fails to fulfill its obligations in accordance with Article 7.3 of this contract, or refuses to accept the purchaser's order or cancels the order after accepting it, the supplier shall pay a penalty of [10]% of the total payment for all orders placed by the purchaser during the cooperation period (i.e. the total payment for all orders) to the purchaser,

The supplier agrees that the purchaser shall directly deduct the above-mentioned liquidated damages from the payable goods. If the goods are insufficient to offset the liquidated damages, the supplier shall make up the corresponding difference.

8.6 The losses referred to in the contract include but are not limited to additional material costs, labor, energy, transportation, recall and other related expenses incurred by the demander due to delayed or insufficient delivery or quality problems, or the supplier's breach of contract, as well as costs incurred by customers canceling orders and customer claims;

And the litigation fees, lawyer fees, investigation and evidence collection fees, preservation fees, preservation insurance fees, travel and accommodation expenses paid by the demander to handle or recover such compensation; And other compensation or claim related expenses paid by the demander for this. If the liquidated damages stipulated in clauses 8.1 to 8.5 above are insufficient to compensate for the losses suffered by the purchaser, the supplier shall make up the difference between the liquidated damages and the losses suffered by the purchaser.

8.7 If the supplier engages in any of the following behaviors, the purchaser has the right to unilaterally notify the supplier in writing to terminate the contract and demand that the supplier bear the losses and corresponding breach of contract liabilities suffered by the purchaser.

(1) Issuing false invoices to the demand party, or providing invoices issued by others that do not match the actual business operations;

(2) Invoices issued to the purchaser cannot be authenticated, do not match authentication, or are invalidated or invalidated for any other reason;

(3) Failure to issue invoices to the demander at the agreed time, or refusal to issue invoices to the demander;

(4) The purchaser loses the invoice due to unforeseen circumstances, and the supplier fails to cooperate with the purchaser in obtaining other VAT deductible vouchers or reissuing the invoice;

(5) The supplier's taxpayer identity has changed and the purchaser has not been notified in a timely manner;

(6) The supplier fails to pay the corresponding value-added tax to the tax authority on time, resulting in the inability of the demander to offset the input value-added tax;

(7) Other situations where the demand side is unable to offset the input VAT due to the supplier's reasons.

8.8 When the raw materials meet the return conditions and the purchaser requests a return, the supplier shall receive the goods at the designated location of the purchaser within the specified period of the return notice from the date of receipt of the return notice; For each day of delay, the purchaser has the right to charge a venue occupancy fee of one percent per day based on the total return price. The venue occupancy fee may be adjusted by the purchaser based on the actual situation. If there are any adjustments, they shall be implemented according to the standards announced in writing by the purchaser.

If the purchaser fails to make payment on time without justifiable reasons and fails to pay the purchase price within 10 days after being urged in writing by the supplier, the supplier has the right to demand that the purchaser pay a penalty of 0.1% of the outstanding amount to the supplier for each day of delay, with a maximum penalty of 20% of the outstanding amount. If the demand party unreasonably delays for more than 30 days, the supplier has the right to suspend accepting orders, and the consequences caused by this shall be borne by the demand party itself.

8.10 If there is a product quality dispute, order delay or cancellation claim dispute between the supply and demand parties, and no agreement is reached, the demand party has the right to suspend payment of the goods and is not responsible for breach of contract for overdue payment.

Article 9: Force Majeure

If the supplier delays delivery or is unable to perform the contract due to force majeure, they shall promptly notify the purchaser in writing of the reasons for their inability to perform or fully perform within 10 days in advance or 1 day after the occurrence of force majeure, in order to mitigate any losses that may be caused to the purchaser; And within a reasonable period of time

Within 5 days after the occurrence of force majeure, the supplier shall be allowed to postpone, partially perform or not perform the contract, and shall be fully or partially exempted from liability depending on the situation, after providing a certificate issued by the relevant institution.

Article 10: Notice and Delivery

10.1 All notices, documents, and materials issued or provided by the supplier and the demander in connection with the performance of this contract shall be delivered to the address specified in this contract, the email address used in the cooperation, fax, or other mutually agreed upon information transmission methods in writing. If one party relocates or changes its email or fax phone number, it shall notify the other party in writing within 3 days after the change.

10.2 If the document is delivered in person, it shall be deemed delivered at the time of delivery; If delivered by email, it shall be deemed delivered when the email is sent; If delivered by fax, it shall be deemed delivered when the fax is sent; If delivered by mail, it shall be deemed delivered on the day of receipt of the mail.

Article 11: Application of Law and Dispute Resolution

11.1 The formation, interpretation, performance, and resolution of disputes under this contract shall be governed by the laws of the People's Republic of China (excluding the laws of Hong Kong, Macau, and Taiwan), excluding rules applicable to conflicts of law.

11.2 In case of any disputes arising from the performance of this contract or the cooperation between the supplier and the demander, either party shall bring a lawsuit to the people's court with jurisdiction over the location of the demander in the contract.

Article 12: Other

12.1 This contract shall come into effect upon the seals of both the supply and demand parties (if there has been a formal order cooperation between the supply and demand parties before the signing of this contract, the application and effective date of this contract shall be traced back to the effective date of the first order), and shall be valid until December 31, 2016. If neither party notifies the other party in writing before the expiration of the contract or fails to reach a new cooperation agreement, this contract will be automatically renewed for one year and so on. After this contract comes into effect, it shall replace the "Raw Material Purchase and Sale Contract" (if any) previously signed by both parties, and the procurement of raw materials shall be subject to the provisions of this contract.

12.2 This contract is made in triplicate, with the supplier holding one copy and the purchaser holding two copies.

12.3 The purchaser has the right to terminate this contract in advance at any time, but shall notify the supplier in writing in advance. Both parties shall settle the fees according to the actual situation, and the purchaser shall not be liable for any breach of contract compensation. The termination notice shall take effect upon delivery to the first address of the contract or the contact email used in the cooperation (the earlier of the two methods of termination notice shall be deemed as the termination time of the contract).

12.4 Except for the attachments agreed upon in this contract, all commitment documents including but not limited to the Supplier Commitment Letter and other documents agreed upon by both parties shall be regarded as attachments to this contract and have the same legal effect.

Buyer (seal): Zhangzhou Lidaxin Optoelectronics Technology Co., Ltd. Supplier (seal):

Authorized representative: Authorized representative:

Signing date: September 3, 2024 Signing date: September 3, 2024