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1.
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Interest
Rate of the Loan
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(1)
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Fixed
Interest Rate
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(2)
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Floating
Interest Rate
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A.
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The
interest rate of first installment of each withdrawal will be raised /
reduced % (choose one of them) on the basis of benchmark interest rate of
/ loan issued by People’s Bank of China (the “PBank of
China’s”);
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B.
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After
one floating cycle, the interest rate will be raised / reduced % (choose
one of them) on the basis of benchmark interest rate of similar loans
issued by PBank of China’s and serve as the applicable interest rate for
next floating cycle.
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2.
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Interest
Calculation
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3.
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Interest
Settlement Method
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(1)
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On
a quarterly basis: Interest shall be settled on 20th
of the last month of each quarter and paid on 21st.
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(2)
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On
a monthly basis: Interest shall be settled on 20th
of each month and paid on 21st.
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4.
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Default
Interest
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(1)
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In
case that the Borrower fails to repay according to the specified term, the
overdue part shall be charged interest at the overdue default interest
rate from the overdue date up till the pay-off of principal and
interest.
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(2)
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If
the Borrower fails to use the loan in accordance with the prescribed
usage, the diverted part shall be charged interest based on the default
interest rate of loan diversion from the date of diversion to the pay-off
of principal and interest.
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(3)
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The
overdue and diverted loan will be charged interest according to the
default interest rate of diverted
loan.
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(4)
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Interest,
which the Borrower fails to pay on time, shall follow the method of
interest settlement in Term 3, Article 4. Compound interest shall be
charged at the prescribed loan interest rate in Term 1, Article 4 within
the loan period and at the default interest rate herein when the loan is
overdue.
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(5)
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The
compound interest and default interest shall be calculated in accordance
with the adjustment of the loan interest rate specified herein. New
calculation shall be made from the date of
adjustment.
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1.
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This
contract and its annexes have come into
effect;
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2.
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The
Borrower has provided guarantee at the request of the Lender and the
guarantee contract has taken effect and finished legal approval,
registration or documentation
procedures;
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3.
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The
Borrower has reserved and concluded documents for the Lender pertaining to
the fulfillment of the contract, receipts, seal impression, roster,
signature samples and filled relevant
documents;
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4.
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The
Borrower has opened necessary account for the performance of the contract
at the request of the Lender;
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5.
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The
Borrower has submitted written application and documentary evidence
pertinent to the usage of the loan to the Lender and go through relevant
withdrawal procedures five banking days ahead of the withdrawal
time;
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6.
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The
Borrower has submitted the Resolution and the Authorization which the
board and other authorities have agreed to sign for the execution
hereof.
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7.
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Other
conditions of withdrawal stipulated by law or agreed upon by both
parties.
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1.
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The
Borrower shall withdraw money in line with the first method
below:
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(1)
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Withdrawal
in a lump sum on July 23rd,
2009
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(2)
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withdrawal
all money
from month/ day/ year
in / days
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(3)
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withdrawal
by installment according to the time
below:
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Time of withdrawal
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Amount of withdrawal
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/
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/
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/
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/
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/
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/
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2.
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The
Lender has the right to refuse the Borrower’s application for withdrawing
the money beyond its specified
time.
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1.
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Unless
otherwise specified herein, the Borrower should repay the loan hereunder
in accordance with the first repayment
plan:
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(1)
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Repay
the total loan hereunder at the expiration of the loan
term.
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(2)
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Repay
the loan hereunder according to the plans
below:
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Time of repayment
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Amount of repayment
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/
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/
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/
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/
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2.
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Unless
otherwise agreed upon herein, in case that the Borrower defaults principal
and interest, the Lender has the right to decide the priority of principal
or interest repayment. Under the circumstances of repayment by
installment, the Lender has the right to decide the repayment priority of
one loan out of multiple mature loans and overdue loans hereunder. If
several loan contracts between the Borrower and the Lender have matured,
the Lender enjoys the right to decide the priority of contract fulfilled
by the Borrower for each repayment.
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3.
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Unless
otherwise specified herein, the Borrower may prepay and shall inform the
Lender in written form seven banking days in advance. The amount of
prepayment shall first compensate for the last mature loan and repayment
shall follow the reverse order.
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4.
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The
Borrower shall repay according to the first method
below:
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(1)
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The
Borrower shall put adequate funds for repayment into the account below
three banking days before the maturity of principal and interest; the
Lender has the right to deduct the receivables at the maturity
date.
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(2)
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Other
repayment methods agreed upon by both
parties.
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1.
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The
types of guarantee of the loan
hereunder:
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2.
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If
the Borrower and the Guarantor encounter incidents which the Lender deem
as hindrance to their capability in fulfilling the contract; or the
guarantee contract is null and void, rescinded or terminated; or the
Borrower and the Guarantor encounter deterioration of financial status or
get involved in big litigation or arbitration issues, or other factors may
affect the performance capability; or the Guarantor breach the guarantee
contract or other contracts with the Lender; or security encounters
depreciation, damage, loss and seizure and its guarantee value weakens or
loses, the Lender has the right to demand and the Borrower has the
obligation to provide new guarantee and change the Guarantor in order to
guarantee the loan hereunder.
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1.
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The
Borrower has made statements below:
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(1)
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The
Borrower has been established duly and exists in good standing with the
full capacity for civil rights and capacity for civil conduct requiring
for signing and performing this
contract;
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(2)
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Signing
and performing the contract is grounded in the true intentions of the
Borrower and has been authorized lawfully and effectively according to
rules and regulations or other internal management documents without
breaching any binding agreement, contract or legal document of the
Borrower. The Borrower has received or will receive all relevant approval,
permission, documentation or registration necessary for signing and
performing the contract;
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(3)
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All
documents, financial reports, receipts and other materials hereunder
provided by the Borrower to the Lender are true, complete, accurate and
valid;
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(4)
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The
trade backgrounds of the business rendered by the Borrower to the Lender
are true and legal and not used for money laundering or other illegal
purposes;
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(5)
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The
Borrower has not concealed the events with the potential of affecting the
financial status and performance ability of the Borrower and the
Guarantor;
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(6)
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The
Borrower complies with the standards of energy conservation, emission
reduction and environmental
protection;
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(7)
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Other
issues which the Borrower has
stated.
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2.
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The
Borrower has made commitments
below:
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(1)
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At
the request of the Lender, the Borrower will regularly or timely submit
financial reports (including but not limited to annual, quarterly and
monthly reports) and other relevant
materials;
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(2)
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If
the Borrower has signed or will sign counter-guarantee agreement or
similar agreement on the guarantee obligations with the Guarantor hereof,
the agreement shall not harm any right of the Lender
hereunder;
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(3)
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The
Borrower will accept the credit check and supervision of the Lender and
afford adequate assistance and
support;
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(4)
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In
case of the occurrence of events with possible effects on the financial
status and performance capability of the Borrower and the Guarantor,
including but not limited to any form of separation, merger, association,
joint venture with foreign partners, cooperation, contract management,
restructuring, reform, planning IPO and other changes of management modes,
reduction in registered capital, transfer of major assets or equities,
undertaking major liabilities, setting new liabilities on collaterals,
security seizure, dissolution, repeal and being filed for bankruptcy, or
involvement into major litigation or arbitration cases, or encountering
operation difficulties or deterioration of financial status, or breach of
other contracts by the Borrower, the Borrower will promptly inform the
Lender. If the Borrower takes any of the above-mentioned actions which may
exert negative impacts on the payment capacity of the Borrower, the
Borrower shall obtain the agreement of the Lender in
advance;
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(5)
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The
loan from the Lender to the Borrower will precede loan from the Borrower’s
shareholder in the settlement sequence and enjoy settlement priority no
less than that from other
creditors;
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(6)
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In
case that net profit after tax in relevant fiscal year is zero or negative
or inadequate to compensate for accumulated loss of past fiscal years, or
pre-tax profit is not used for paying the principal, interest and fees in
such a fiscal year or inadequate to clear next period of principal,
interest and fees, the Borrower will not distribute dividend or bonus to
shareholders in any form;
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(7)
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The
Borrower will not dispose self-possessed assets by means of reducing
solvency and commits that the total amount of guarantee will not be one
times higher than the repayment ability, its net assets and the total
amount of guarantee and single item of guarantee will not exceed the
limitations stipulated by company
regulations.
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(8)
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In
line with relevant rules, if the Borrower needs to obtain the pollutant
discharging license issued by provincial administration of environmental
protection, the Borrower will make a commitment to obtaining it timely
according to regulations and
requirements.
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(9)
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Other
events that the Borrower has committed itself
to.
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Article
10
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Disclosure
of Internal Related Transactions inside the Borrower’s
Group
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Article
11
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Breach
of Contract and Disposal
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1.
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The
Borrower fails to fulfill the obligation of payment and settlement to the
Lender in line with the contract;
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2.
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The
Borrower fails to use the funds acquired hereunder for the specified
purpose;
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3.
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The
Borrower makes fraudulent statements or violates the commitments
herein;
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4.
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Under
the circumstances of the occurrence of the events stipulated in Item 4,
Term 2, Article 9, which the Lender considers may affect the financial
status and performance capacity of the Borrower and the Guarantor, the
Borrower fails to provide new guarantee or change the Guarantor in
accordance with contract;
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5.
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The
Borrower breaches other agreements pertinent to the rights and obligations
of parties herein;
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6.
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The
Borrower breaches other contracts signed with the Lender or other Bank of
China’s institutions;
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7.
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The
Guarantor violates the guarantee contract or other contracts signed with
the Lender or other Bank of China’s
institutions;
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8.
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The
Borrower terminates business or encounters dissolution, repeal or
bankruptcy;
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9.
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The
Borrower fails to meet the national, local or industry standards and
requirements on environmental protection and its
facilities;
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10.
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The
Borrower fails to satisfy the requirements on energy conservation and
emission reduction;
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11.
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The
Borrower fails to obtain the pollutant discharging license issued by
provincial administration of environmental
protection.
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1.
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require
the Borrower and the Guarantor to rectify their breach of contract in a
limited period;
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2.
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reduce,
suspend or terminate the line of credit to the Borrower wholly or
partly;
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3.
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suspend
or terminate completely or partly the acceptance of withdrawal application
of the Borrower hereunder and under other contracts between the Borrower
and the Lender; suspend or terminate the issuance the loans yet to be
released and the handling of trade financing yet to be stated wholly or
partly;
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4.
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declare
mature immediately all or part of the loan yet to be repaid / principal
and interest of trade financing and other payables or reclaim them ahead
of maturity;
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5.
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terminate
or dissolve this contract; terminate or dissolve other contracts between
the Borrower and the Lender wholly or
partly;
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6.
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demand
compensation from the Borrower for the loss caused to the Lender resulting
from breach of contract;
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7.
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informing
beforehand or afterwards, deduct funds from the account opened by the
Borrower in the Lender or other Bank of China’s institutions to clear all
or part of debts which the Borrower owed to the Lender hereunder; immature
funds in the account are deemed to have matured in advance. In case that
the account currency is not the same as the business currency of the
Lender, the account currency shall be converted based on the exchange
settlement and sales rate published by the Lender at the time of
deduction;
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8.
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execute
the guarantee in rem;
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9.
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require
the Guarantor to deliver on the guarantee
obligation;
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10.
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Other
necessary and possible measures considered by the
Lender.
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Article
12
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Reservation
of Rights
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Article
13
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Alteration,
Modification and Termination
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Article
14
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Law
Application and Disputes
Resolution
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1.
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Submit
to arbitration committee for
arbitration
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2.
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Pursuant
to law, file an action to the People’s Court in the place of domicile of
the Lender or other Bank of China’s institutions exercising rights and
obligations in line with this contract or single
agreement.
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3.
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Pursuant
to law, bring an action to the People’s Court with
jurisdiction
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Article
15
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Costs
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Article
16
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Annexes
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1.
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loan
application
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2.
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withdrawal
application
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3.
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loan
receipt
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Article
17
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Other
Agreement
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1.
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Without
written agreement of the Lender, the Borrower shall not assign any right
or liability hereunder to a third
party.
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2.
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If
the Lender should entrust other Bank of China’s institutions with the
execution of rights and liabilities hereunder due to business need, or
assign the loan business hereunder to other Bank of China’s institutions
for undertaking and management, the Borrower shall accept such
arrangement. Other Bank of China’s institutions authorized by the Lender
or undertaking the loan business hereunder enjoy the right to exercise all
rights hereunder, institute a proceeding to courts on the disputes
hereunder in their names, and submit to arbitration committees for
arbitral awards or for application for compulsory
enforcement.
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3.
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Under
the circumstances of not affecting other agreement hereof, the contract is
legally binding to the two parties as well as their successors and
assignees produced in accordance with
law.
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4.
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Unless
otherwise stipulated, both parties appoint the place of domicile herein as
the communication and contact address and commit themselves to timely
informing the other in written form in case that communication and contact
address changes.
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5.
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The
transaction hereunder is based on respective interests. Pursuant to
relevant laws, regulations and supervision requirements, if all
transaction parties constitute related parties or related persons of the
Lender, all parties shall not use such connected relations to affect
transaction fairness.
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6.
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The
titles and business names herein are just used for convenient reference
and shall not be used for interpreting content of terms and articles as
well as rights and obligations of
parties.
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Article
18
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Effectiveness
of the Contract
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Borrower:
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(Seal)
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Person
in Charge: (signature) /s/ Wang Xinshun
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Date:
June 30, 2009
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Lender:
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(Seal)
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Person
in Charge: (signature) [illegible]
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Date:
June 30, 2009
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