Special Note:

If there is any inconsistency between the Specifications and the Weixin Pay Cross-border Payment Service Agreement (the “Agreement”) to be or has been entered by and between Tenpay and a Weixin Pay Institution, the Agreement shall prevail.

These Rules are hereby formulated with a view to protect the legal rights and interests of Weixin Pay users and merchants, and to regulate the provision of acquiring services by Weixin Pay Institutions (hereinafter referred to as “Institutions”) for overseas merchants.

1. Basic Requirements on the Institutions

The Institutions shall meet the following conditions:

1.1 It shall be a limited liability company or a joint stock limited company which is incorporated under the laws and regulations of the country or region where the business is operated and shall have the legal qualifications to carry out the relevant acquiring business and abide by the local laws and regulations;

1.2 It shall have a sound organizational structure, internal control system, risk control system, including but not limited to information security and confidentiality management mechanism, and complete regulations and measures such as business operation contingency plans and business continuity plans;

1.3 According to the laws and regulations of the place where the business is operated, there shall be anti-money laundering measures that meet the requirements of the local regulatory agencies;

1.4 It shall have a qualified premise, a sound service system and the capability for service support;

1.5 It shall have safe, stable hardware and software systems to ensure that the merchants can use Weixin Pay safely, smoothly and steadily;

1.6 It shall have a good business reputation, sound financial system, and good operating conditions without records of severe violation of laws and regulations; and shall not be in the list of the Institutions which are banned from acquiring or can only acquire in a prudent manner by regulatory agencies and/or bank card organizations;

1.7 It shall have been entrusted by the merchants, and have entered into relevant agreements with the merchants;

1.8 It shall collect and submit true and complete business information of merchants;

1.9 It shall have not been penalized for using payment services to carry out illegal or criminal activities or provide payment services for illegal activities in the recent three years;

1.10 It shall have entered into a relevant agreement on Weixin Pay Service with Tenpay.

2. Scope of Operations of Institutions

The Institutions may provide the services as listed below:

Scope of Operations of Institutions

2.1 Technical Services

Subject to these Rules, and without prejudice to the interests of Weixin Pay and the interests of merchants, the Institutions may apply for the opening of Weixin Payment Service on behalf of the merchants and provide technical support services for the merchants to have access to Weixin Pay.

(a) To provide technical support services for merchants to have access to Weixin Pay Service;

(b) To install and maintain specified tools, debugging hardware and software systems designated for Weixin Pay for the merchants, inform merchants of the use method of Weixin Pay, and be responsible for distribution of supplies;

(c) To assist the merchants in retrieving an order;

(d) Other services agreed to by Tenpay.

2.2 Operations Support Services

Subject to these Rules, and without prejudice to the interests of Weixin Pay and the interests of merchants, the Institution may accept the commission of the merchant to provide operation services by signing an agreement.

(a) To acquire merchants under applicable laws;

(b) To collect and upload business license information of merchants;

(c) To provide image design services for the merchants, such as shoot of store environment photos, graphic design, etc;

(d) Campaign planning and implementation;

(e) To place the items designated by Tenpay in the stores of the merchants;

(f) To provide merchants with online technical services;

(g) To provide merchants with offline promotion;

(h) To provide data analysis for merchants;

(i) To provide training services for merchants;

(j) To provide Tenpay with tour of inspection on merchants;

(k) To monitor merchants and restrict or suspend Weixin Pay Service functionality of the merchants under Tenpay’s directions;

(l) To handle the customer complaint and disputes as per Tenpay’s requirement;

(m) Other services agreed to by Tenpay.

2.3 Funds Settlement and Clearance Services

Subject to these Rules, and without prejudice to the interests of Weixin Pay and the interests of merchants, the Institution may provide funds settlement and clearance services.

(a) To require the merchants to provide transaction records, copies of merchant’s business registration documents and other documents required by Tenpay;

(b) Other services agreed to by Tenpay.

3. Violations of the Institutions and Penalties

The Institutions shall not commit any violations as specified in Appendix II. The process for imposing penalty for violation is as follows:

3.1 Determination of the seriousness of a violation and the processing procedure.

After being aware that an Institution may be in violation, Tenpay will send an e-mail to the Institution via its formal email address. The Institution shall respond to Tenpay in writing within five business days in China from the date of receiving the e-mail notice. If the Institution believes that the violation is not established or has been corrected, the corresponding supporting materials shall be provided to Tenpay. If the Institution fails to reply in writing within the specified period of time mentioned above or fails to provide sufficient written evidence for the objection it has lodged, it shall be deemed that the violation has been established. Tenpay shall, at its own discretion ,have the right to make independent determination based on the relevant facts and materials which are provided by the Institution in written (if any), and then inform the Institution of the result of the determination via e-mail.

3.2 Methods for violation handling.

If the Institution is deemed to have been “in violation”, Tenpay shall, at its own discretion, have the right to cancel the payment authority of the merchants recommended by the Institution, and the Institution's capacity to add newly recommended merchants, lower the rating of the merchants acquired by the Institution. Simultaneously, Tenpay shall have the right to terminate the cooperation with the Institution promptly and unilaterally without paying any unpaid fees to the Institution and/or bearing any liability of compensation to the Institution. The Agreement shall be terminated once the e-mail sent by Tenpay is delivered to the e-mail box of the Institution and Tenpay and its affiliates reserve the right not to cooperate with that Institution any longer thereafter.

Appendix I: Definitions of Terms

1. “WeChat Pay” refers to the money transfer service provided by Tenpay Payment Technology Co., Ltd. itself or in cooperation with its overseas cooperative agencies for the payers / payees relying on the Weixin or Weixin public platform.

2. “WeChat Pay Institution (Institution)” refers to the entity that accepts the commission of the merchant to provide acquiring services for the merchant, and helps the merchant accept the Weixin Pay service.

3. “WeChat Pay Merchant” refers to the merchant who is outside of mainland China and has been contracted with Institution to accept Weixin Pay Services.

4. "Non-Conforming Merchant" refers to any of the following merchant:

4.1 The merchant who does not have real transactions or uses a fake license;

4.2 The merchant for whom the Institution applies and uses Weixin Pay services in its name but without its consent;

4.3 The merchant who does not meet the requirements of Weixin Pay but has access to the Weixin Pay Services by tampering with or hiding business information by the Institution;

4.4 The merchant who has no real and effective transactions within 30 calendar days after access to Weixin Pay Services.

5. "False Transaction" means any of the following circumstances:

5.1 The Institution transfers the transaction information to Tenpay through such means as "scalping", forging the transaction background, faking the information of a transaction subject and order information etc.;

5.2 The Institution registers or manipulates other accounts to carry out a transaction through Weixin Pay with a merchant;

5.3 The Institution uses the tools, services or conveniences provided by a third party to deal or carry out a transaction through Weixin Pay;

5.4 Others.

Appendix II：Violations

1. Intellectual Property Right

The Institution shall not:

1. commit malicious acts of impairing the brand and image of Tenpay and its affiliates, including but not limited to acquiring unlawful merchants or discredited merchants without properly fulfilling its due diligence obligation;

2. use Weixin Pay related trademarks, logos and slogans without the prior written consent of Tenpay, or conduct public relation activities on behalf of Tenpay and its affiliates;

3. counterfeit the products of Tenpay and its affiliates or slander or maliciously tamper with the brand and image of Tenpay and its affiliates; defame Tenpay and its staff or other service personnel;

4. include exaggerated, false, promiscuous and absolute descriptions in the publicity message in the name of Tenpay and its affiliates;

5. exaggerate or guarantee the effectiveness of the services beyond the scope of the publicity materials of Tenpay and its affiliates;

6. provide defective services (including but not limited to harassment, lack of respect for merchants, giving ridicule to merchants, etc.) or response vaguely to merchants inquires to cause misunderstandings from the merchants, or undertake to provide services to merchants without timely provision of such services or fail to provide the services which has been agreed upon;

2. Transaction Security

The Institution shall not:

2.1 impede or prevent merchants from using Weixin Pay to carry out transactions;

2.2 process the information of Weixin Pay merchants or users in violation of applicable laws and regulations and/or agreements, such as saving, intercepting, deciphering user's identity information, account information or other sensitive information;

2.3 process the information on the transactions through Weixin Pay in violation of applicable laws and regulations or agreements, such as intercepting, tampering or deciphering the transaction data of Weixin Pay, or forging, falsifying or concealing transaction information;

2.4 fail to return the true and complete commodity transaction information according to the requirements of Tenpay;

2.5 forge, tamper with related materials and information (such as relevant certificates, business license, website transaction records, etc.)

2.6 recommend substandard merchants, or carry out false transactions;

2.7 fail to provide access to merchants according to the requirements of Tenpay on designated area, category and rate;

2.8 use Weixin Pay to or assist merchants to cash out credit cards, cheat Tenpay of various marketing resources or marketing expenses (including but not limited to Institution's leading, instigation and acquiescence, assisting merchants’ cashing out, cheating marketing resources and raising prices in disguise and other cheating activities);

2.9 charge merchants or users not in accordance with the agreement entered into with Tenpay;

2.10 provide a certain proportion of acquiring service for Non-Conforming merchants;

2.11 all acquired merchants does not have transaction through Weixin Pay for more than 90 days;

2.12 subcontract the cooperation items with Tenpay to other entities;

2.13 carry out activities beyond the scope of the agreement with Tenpay;

2.14 abuse technology interface of Weixin Pay.

3. Fair Competition

The Institution shall not:

3.1 maliciously lower the rate or dispraise other Institutions or acquire the same merchant repeatedly;

3.2 embezzle merchants’ accounts or other Institution’s accounts;

3.3 make up facts, conceal the truth, or refuse to cooperate or hinder Weixin Pay to conduct normal investigation, or make malicious reporting.