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2.1.1
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Adding
the floating range to the benchmark interest rate of the withdrawal date.
Thereinto, the benchmark interest rate is the corresponding RMB loan
interest rate of People’s Bank of China with the same period and grade as
the term of the loan stipulated in Article 1.3 of the Agreement; the
floating range is10%.
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2.1.2
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In
case that the benchmark interest rate is adjusted after Party B’s
withdrawal,item (C) in the
following shall be adopted:
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A.
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Fixed
Annual Rate of / ;
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B.
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LIBOR
of ___/___months plus __/__BP (Base Point) of the margin with a floating
period of ____/__ months. LIBOR refers to the inter-bank offered rate of
the loan currency under the Agreement as shown in the “LIBO=” page of
REUTRES financial telecommunication terminal two banking days prior to
each interest period (11:00 am, London time). The first interest period is
from Party B’s actual withdrawal date to the first interest settlement
date; the last interest period is from the date following the end of the
previous interest period to the final repayment date; and other interest
periods are from the date following the end of the previous interest
period to the next interest settlement
date.
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3.4.1
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The
pledged property will be handed over toChina Wai Yuen Henan
Co. (hereinafter referred to as “the Supervisor”), who shall
exercise control and supervision over the pledged property and issue
relevant custody voucher. More detailed information on the pledged
property is provided in the Warehouse Receipt Specific to
Pledge of Movables (or List of Pledged
Property) in the Supervision Agreement on
Commodity Financing Pledge (No.
_____).
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3.4.2
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When
Party B provides the pledge, the value of the pledged property agreed upon
by both parties is used for calculating the pledge ratio of the Agreement,
but not used as the valuation basis for the disposal of the pledged
property by Party A, and it does not constitute any restriction on Party
A’s exercise of the right of
pledge.
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3.4.3
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Within
the duration of the pledge, Party A shall be entitled to alter the market
value of the pledged property according to the market price changes of the
pledged property. If the ratio of the market value of the pledged property
to the total unrepaid financing principal and interest drops down
to %, Party
B shall, within five (5) working days after receiving Party A’s
written notice, provide additional pledged property or pay security
deposit so that the pledge ratio will be restored to the pledge ratio at
the time of pledging. Otherwise, Party A is entitled to dispose of the
pledged property according to the provisions of the Agreement and be first
compensated with the proceeds from such disposal; if the pledge ratio
drops down to %, Party
A is entitled to directly dispose of the pledged property and be first
compensated with the proceeds from such
disposal.
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3.5.1
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The
handover procedures of the pledged property under the Agreement shall be
specified in theSupervision Agreement on
Commodity Financing Pledge signed by and among Party A, Party B and
the Supervisor. Party A and Party B shall jointly issue a Pledge Notice (or Notice on Type, Price and
Minimum Requirement of the Pledged Property) to the Supervisor and
the Supervisor shall issue relevant custody voucher after confirming its
consistency with the physical goods. The expenses accrued from the
warehousing and supervision of the pledged property as well as the mode of
payment shall be specified in the Supervision Agreement on
Commodity Financing
Pledge.
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3.5.2
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The Warehouse Receipt Specific to
Pledge of Movables (or List of Pledged
Property) of the pledged property under the Agreement will be
issued directly to Party A by the Supervisor. The ownership certificate,
invoice and other relevant materials of the pledged property will be
handed over to Party A upon joint confirmation by Party A and Party
B.
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3.5.3
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If
Party B performs its debts upon expiry of debt performance term or Party B
liquidates the guaranteed creditor’s rights in advance, Party A shall
timely inform the Supervisor in writing to discharge supervision of
pledge. The Supervisor shall return the pledged property to Party B in
accordance with theSupervision Agreement on
Commodity Financing
Pledge.
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3.6.1
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If
Party A may not keep the pledged property under good custody, thus with
the possibility of resulting in loss or damage to the pledged property,
Party B may request Party A to have the pledged property deposited, with
expenses to be borne by Party
B.
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3.6.2
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If
the pledged property provided by Party B is damaged or devaluated
considerably, to the extent of being sufficient to jeopardize Party A’s
rights, and Party B refuses to provide a corresponding guaranty, Party A
shall be entitled to auction or sell the pledged property to realize all
the guaranteed creditor’s rights under the Agreement with the proceeds
from such disposal in advance, or to have the pledged property deposited
with a third party as agreed upon by both parties, with depositing
expenses to be borne by Party
B.
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3.7.1
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Before
the pledged property is handed over to the Supervisor and the Warehouse
Receipt Specific to Pledge of Movables (or List of Pledged Property) is
issued, Party B shall process the basic insurance and additional ____
insurance procedures of the property insurance for the pledged property
with relevant insurance institutions. The term of insurance shall not be
shorter than the expiry date of this Agreement and the amount insured
shall not be less than the principal and its interest under the
Agreement.
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3.7.2
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Party
B shall expressly write in the insurance policy: when an insured event
occurs, Party A shall be the first beneficiary. The insurance policy shall
not contain any clause which may limit Party A’s rights and interests. The
insurance policy shall be handed over to and kept by Party A. If an
insured event occurs before Party B performs all its obligations under the
Agreement, the insurer shall directly pay the insurance compensation to
the account designated by Party A. If Party B has performed all its
obligations under the Agreement, Party A shall return such insurance
policy to Party B.
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3.7.3
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Within
the valid term of the Agreement, Party B shall not interrupt or withdraw
insurance for whatever reasons. In case of insurance interruption or
withdrawal, Party A shall be entitled to handle insurance procedures on
behalf of Party B, with any and all expenses arising thereof to be borne
by Party B.
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3.7.4
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As
for the insurance compensation, Party B agrees that Party A is entitled to
adopt any of the following ways, and Party B shall assist Party A in
handling relevant procedures:
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A.
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Liquidate
or prematurely liquidate the principal debt, interest and relevant
expenses under the Agreement;
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B.
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Convert
into time deposit, with certificate of deposit to be used for pledge
purpose;
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C.
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With
Party A’s consent, use the insurance compensation to repair the pledged
property so as to restore its
value;
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D.
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Have
the insurance compensation deposited with a third party designated by
Party A;
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E.
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After
Party B provides a new guaranty meeting Party A’s requirements, Party B
may dispose of the insurance compensation at its own
discretion.
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F.
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Others: /
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A.
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Party
B has completed the withdrawal application procedures as required by Party
A;
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B.
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Party
B has completed the guaranty of pledge procedures as required by Party
A;
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C.
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Party
A has acquired the Warehouse Receipt Specific to Pledge of Movables (or
List of Pledged Property) signed and issued by the
Supervisor;
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D.
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Party
B has handed over to Party A the complete legal documents in connection
with the financing, including, but not limited to the ownership
certificate, invoice, the original insurance policy and other relevant
materials of the pledged property;
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E.
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Party
B hasn’t breached any provision stipulated in the
Agreement;
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F.
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Others:
___________________/__________________________________.
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Account
Name: Henan
Shuncheng Group Coal Coke Co.,
Ltd
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Account
No.:
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Bank
of Deposit: Anyang Shuiye Branch
of Industrial and Commercial Bank of
China
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A.
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One-time
repayment upon maturity;
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B.
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Repayment
of the loan according to the following dates and
amounts:
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6.5.1
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Provided
that debt hereunder has occurred partly or wholly but not yet fully
performed, the Agreement is
terminated;
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6.5.2
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The
loan is withdrawn ahead of time in accordance with other circumstances
stipulated hereof without the creditor’s right realized or fully
realized.
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6.5.3
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If
occurrence of any circumstance stipulated in section 8.11, 8.12, Party B
fails to provide additional
guaranty.
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6.5.4
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Any
other circumstances stipulated hereof where Party A may realize the right
of pledge ahead of time.
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7.5.1
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Party
B is the full, valid and lawful owner of the pledged property under the
Agreement and the pledged property is free of disputes over ownership or
management rights.
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7.5.2
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The
provision of guaranty of pledge by Party B is of its own accord and all
declarations of intention under the Agreement are
true.
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7.5.3
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The
pledged property under the Agreement can be pledged without any
restriction in accordance with
law;
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7.5.4
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Party
B has already made an adequate and reasonable written statement of the
defects of the pledged property under the
Agreement;
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7.5.5
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No
disposal, including but not limited to mortgage, pledge, donation or
transfer, has been set for the pledged property under the Agreement before
the Agreement is signed.
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7.5.6
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When
Party B fails to perform its obligations under the Agreement as agreed,
whether Party A has any other guaranties (including, but not limited to,
guarantee, mortgage, pledge, letter of guarantee, standby L/C, etc) as for
the creditor’s rights under the Agreement, Party A is entitled to directly
request Party B to undertake the guaranty liability within its guaranty
scope, and Party B waives the right of defense in connection
therewith.
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A.
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Any
changes in Party B’s articles of association, business scope, registered
capital, legal representative, address and
telephone;
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B.
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Being
out of business, dissolution, liquidation, stopping business for internal
rectification, revocation of business license, being revoked or being
applied for bankruptcy;
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C.
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Having
been involved in or may be involved in material economic disputes,
litigation or arbitration, or with properties legally confiscated, seized
or controlled;
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D.
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Being
engaged in suspected gross cases or economic disputes by members of broad
of directors or incumbent senior
managers;
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E.
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Disputes
over the ownership of the pledged
property.
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A.
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Party
B fails to repay principal, interest or any other payables under the
Agreement, fails to use the loan for the stipulated purpose, fails to
perform any other obligations under the Agreement, or violates any
presentation, warranty or promise made under the
Agreement;
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B.
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The
guaranty under the Agreement undergoes changes to the disadvantage of
Party A’s creditor’s rights, and Party B fails to provide other pledges
accepted by Party A;
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C.
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Party
B fails to pay off any of other matured debts (including declared maturity
ahead of time), or non-performance or violation of the obligations under
other Agreements have affected or may affect the performance of its
obligations under the Agreement;
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D.
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Party
B encounters serious business difficulties, which have adversely affected
or may adversely affect the performance of its obligations under the
Agreement;
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E.
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Party
B’s assets are legally confiscated, seized or enforced compulsorily, which
has affected or may affect the performance of its obligations under the
Agreement;
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F.
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Party
B is involved in or may be involved in any significant economic dispute,
litigation or arbitration, which has affected or may affect the
performance of its obligations under the
Agreement;
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G.
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Party
B is legally put on file for investigation or adopted coercive measures
upon by judicial authorities, or administrative law enforcement organs and
administration authorities such as industrial and commerce departments and
tax bureaus etc, which has affected or may affect the performance of its
obligations under the Agreement;
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H.
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Unusual
changes take place in Party B’s main individual investors or main
managers, or they are legally investigated or their personal freedom is
restricted for illegal or criminal activities, which have affected or may
affect Party B’s performance of its obligations under the
Agreement;
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I.
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Party
B is out of business, dissolved, liquidated, stopped business for
rectification, revoked of business license, revoked or applied for
bankruptcy;
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J.
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Party
B makes untrue representation or statements in Article 7 of the
Agreement;
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K.
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The
Agreement becomes invalid due to Party B’s
fault;
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L.
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Any
other circumstances which may adversely affect Party A’s rights and
interests under the Agreement.
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A.
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Stop
granting the loan to Party B, and cancel all or part of the amount not
withdrawn yet;
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B.
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Declare
that all or part of the loan under the Agreement shall become due
immediately and require Party B to repay
immediately;
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C.
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Directly
dispose of the pledged property under the Agreement, and use the amount
thus obtained to first liquidate the creditor’s rights as stipulated in
the Agreement;
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D.
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Require
Party B to compensate Party A for Party A’s direct loss caused by Party
B’s breach of Agreement, including, but not limited to, the expenses on
the realization of the creditor’s rights such as attorney fees and legal
expenses etc.
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E.
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Other
measures as stipulated in laws and regulations or agreed upon in the
Agreement.
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14.2.1
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The
loan under the Agreement may not be used for equity investment in the
stock market or the futures market etc or for any other
purposes.
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