LOAN CONTRACT
Contract
Number:
BORROWER:
Beijing En Ze Xxx Xxx Pharmaceutical Co., Ltd
LENDER:
Xxxxx, Xxxxxx
In
accordance with provisions of Contract Law of the Peoples Republic of China
and
Bank of China, after reviewing the status and the request of the Borrower,
the
Lender agrees to grant the Borrower a line of credit on 11,305,000 RMB. The
Borrower and Lender through friendly negotiation, have executed this Contract
as
follows:
ARTICLE
1 CURRENCY, AMOUNT AND TERM OF THE LOAN:
1.
The Currency under this loan is RMB.
2.
The Line of the loan is Yuan.
3.
The period of this loan is 10 years from the date of December
31st,
2005 to December 30th.
ARTICLE
2 THE PURPOSE OF THE LOAN:
1.
The purpose of this loan is used to purchase raw materials and real
estate.
2.
Without written approval of the Lender, the Borrower could not use the loan
out
of the scope of the purpose.
ARTICLE
3 INTEREST RATE AND CALCULATION OF INTEREST:
1.
Interest rate: The interest rate shall be 80% of the banking loan interest
rate.
During the loan term, if the country’s related authority adjusted the interest
rate or the manner of calculation of interest, the interest of this contract
shall be adjusted accordingly after one year from the date of execution of
this
contract. The adjustment shall be conducted when the interest rate are executed
one year. It is not obliged to inform the Borrower when the adjustment of
interest.
2.
The
interest shall be calculated from the date of first drawdown and the actual
days
the borrower use. One year shall be calculated as 360 days.
3.
The
payment of interests: The Borrower shall pay the interests per year. If the
payment for the last installment is not on the payment date, the interests
shall
deduct the interest from the bank account of the Borrower.
ARTICLE
4
ACCOUNT
The
Borrower shall open RMB basic account and/or foreign currency account at
the
Lender or Lenders branch for the use of draw-down, repayment, payment of
interests and fees.
ARTICLE
5
DRAW-DOWN
1.
The
loan under this contract is revolving; the balance of this contract shall
not
more than the line of credit.
2.
The
Borrower shall send a draw-down application as the form herein attached in
this
contract 7 days before the date of draw-down.
3.
The
Borrower shall not draw the loan less than 1 million.
ARTICLE
6
CONDITIONS FOR DRAW-DOWN
The
following conditions shall be satisfied in advance of the draw-down
date:
1.
The
Borrower has opened foreign account and RMB account at the office of the
Lender
or the branch of the Lender;
2.
This
contract and the appendices have been effective;
3.
The
Borrower has provided the recognition of the investment or certificate of
the
investment to the Lender;
4.
The
Borrower has provided the board resolution and power of attorney regarding
this
loan contract;
5.
The
Borrower has provided the list and the signature sample of the authorized
person
who empower to sign this contract and documents;
6.
The
Guaranty under this contract has been effective;
7.
The
other requirement for the draw-down have been satisfied.
ARTICLE
7
REPAYMENT PLAN AND PREPAYMENT
1.
The
Borrower shall repay the loan in accordance with the status of its cash.
The
Borrower shall inform the Lender the payment amount and date prior to make
the
payment. The Borrower shall be obliged to repay the principal and related
interests on due date without any condition.
2.
The
payment made by the Borrower and the deduction from the account of the Borrower
shall be used for repaying the interest at first and then for repaying the
principal.
3.
In the
event the Borrower fails to repay the loan, the Lender shall have rights
to
deduct the debt from the bank account of the Borrower at the Lender or empower
the branches of the Lender to deduct the debt from the bank account of the
Borrower at the Lenders branches;
4.
The
installment of repayment shall not less than 1 million.
ARTICLE
8
DEBT CERTIFICATE
The
Lender shall keep record in the Lenders account for the principal, interests
and
fees and other fees of the Borrower under this contract; The above mentioned
record and the documentation for the draw-down, repayment and payment of
interest is the certificates of the debts between the Borrower and the Lender.
ARTICLE
9
REPRESENTATIONS AND WARRANTIES
I.
The
Borrowers represents and warrants as follows:
1.
The
Borrower is a company duly organized and validly existing under the law of
the
Peoples Republic of China and has the power and authority to own its property
to
consummate the transactions contemplated in this contract and join the
litigation. The Borrower has the power to handle it assets used in
operation.
2.
The
Borrower is at its option to sign and perform this contract. It is the Borrowers
true meaning and has the power to sign this contract and it is not breach
it
article of association or regulations or contracts. The procedure for signature
and performance of this contract has been gone through and fully effectiveness.
3.
The
all documents, materials, reports and certificates provided to the Lender
by the
borrower for consummation of this contract is true, real, compete and effective
4.
The
Borrower shall not conceal the following events which is being happened or
have
been happened which will cause the Lender refuse to extend the loan:
(1)
The
Borrower or the principal executives of the Borrower involve in material
events
which breach regulations, laws or compensation to others;
(2)
Pending actions and arbitration;
(3)
The
Borrowers debts or proposed debts or liens and other encumbrances;
(4)
The
other matters will impact the financial status or abilities of repayment
for the
debts;
(5)
The
Borrower breached contract which is between the Borrower and other creditors.
II.
The
Borrower hereby warrants as follows:
1.
Using
the capital of the loan as usage set forth in this contract, the Borrower
will
not use the loan as Equity investment; The Borrower will not use the capital
of
the loan invest in security, future, real estate etc.
The
Borrower will not lend to the others privately or involving other maters
which
is prohibited by the country. The Borrower shall not misusing or appropriation
of the loan.
2.
Making
payment and related expenses in accordance with the provisions set forth
in this
contract;
3.
Providing updated financial statement or financial bulletin every quarter;
Providing the audited financial report at the first quart of each year;
Providing operation report, financial report or other files and materials
and
shall warrant the reality, correct and effectiveness for the files and
materials;
4.
Any
anti-guaranty or other similar documents will not make any impact on the
rights
and benefits of the Lenders;
5.
Accepting the supervision of the Lender, provides assistance and cooperation
for
the Lenders supervisions;
6.
Will
not reduce the registration capital; Prior approval from the lender shall
be
required when the Borrower changes of shareholders and operation
manner(including but not limited to joint venture, cooperation, jointly
cooperation; dissolution, closedown, liquidation, transformation; merger;
change
to share company, use the housing, machinery or other real assets or trademark,
intellectual property, Know-how, landing using rights or other intangible
assets
to invest in share company or investment company, trading of operation right
or
own right by contracting, joint operation, trusteeship)
7.
The
Borrower shall inform the Lender and warrants the liability under its security
will not more than net assets of the Borrower when the Borrower guarantee
for
other party or mortgage its assets. The Borrower warrants
that
will
not dispose the assets which will make adverse impact on its ability of paying
debts.
8.
The
Borrower will not pay the other similar loans prior to the Lender;
9.
The
Borrower warrants to inform the Lender immediately when the following events
occurred:
(1)
The
event of breach of contract under this contract or other loan or guaranty
contracts between the Borrower and any branches of Bank of China or other
banks,
non-bank financial organization;
(2)
The
Borrower changes shareholders or revise the article of association;
(3)
The
Borrower suffer difficulties and bad result in financial and operation;
(4)
The
Borrower involves in material actions or arbitration;
10.
The
Borrower shall keep sufficient balance for repayment prior [***] to the due
date.
11.
The
Borrower shall keep its bank transactions regarding income collection, sell
foreign currency or buy foreign currency etc. Shall be conducted at the Lender
or other branches of the Lender. The turn-over for the capital
shall satisfy the demand of the Lender;
III.
The
Borrowers representations and warrants hereunder this contract shall be
effective even though any amendment, supplements or revised to be made to
this
contract.
ARTICLE
10 REPRESENTATIONS AND WARRANTS OF THE LENDER
I.
The
Lender represents and warrants as follows:
1.
The
Lender is a state-owned commercial bank or branch or legal person validly
existing under the law of P.R.C and approved by the Industry and Commercial
Administration and holds the financial institutions legal person licenses
and
financial institutions operation license to be
qualified
to operate financial business.
2.
The
Lender has taken all necessary action to authorize the execution of this
contract and performance of its obligations under this contract. The Lender
is
duly authorized to extend this loan.
II.
The
Lender warrants as follows:
1.
The
Lender shall extend the loan in accordance with the provisions set forth
in this
Contract.
2.
Collect interests in accordance with the regulations of the Peoples
Bank.
ARTICLE
11 EVENTS OF BREACH CONTRACT AND SETTLEMENT:
I.
Settlement of the Borrower breach of contract
1.
Event of breach of contract:
(1)
The
Borrower fails to use the loan in accordance with the agreed usage of the
Loan;
(2)
The
Borrower fails to repay the due principal and pay the interests, expenses
or
other payable in accordance with the agreed term of this contract;
(3)
The
Borrower breaches other loan agreements or guaranty agreements or the Guarantor
breach the guaranty agreement which may make impact the Borrower to perform
the
obligations under this contract.
(4)
Conclusive evidence to show that the Borrower lose the capacity of credit
or
during performance of the obligation under this contract, the financial
conditions of the Guarantor are seriously deteriorating or other reasons
caused
the Guarantor the capacity of credit decline.
(5)
The
Borrower breaches the other obligations under this contract.
2.
Under
the above circumstances, the Lender shall have right to:
(1)
Request the Borrower to rectify within the period designed by the Lender;
(2)
Cease
in extending the loan or cancel the credit;
(3)
Declare the loan under this contract is due and the Lender shall have right
to
deduct the outstanding amount from the account of the Borrower. The Borrower
shall not appeal against the Lender.
(4)
Declare the loan is due under other loan agreements between the Lender and
the
Borrower, request the Borrower to repay the loan principals, interests, and
other expenses.
II.
The
settlement for the Lender breach of the contract
1.
The
Lender fails to extend the loan as agreed in this contract without any reasons;
2.
The
Lender breaches the agreed interest rate and collection add interests or
other
fees;
3.
Under
the above circumstances, the Borrower shall have right to:
(1)
Request the Lender to rectify;
(2)
Repay
the loan ahead of time and refuse to pay any compensation for prepayment.
ARTICLE
12 DEDUCTION
The
Borrower shall pay in full for the payment without any counteraction or any
condition.
ARTICLE
13 ASSIGNMENT OF THE DEBT AND CREDIT
1.
The
Borrower shall not assign its right and liability under this contract to
other
third party without any written approval of the Lender;
2.
In the
event the Borrower assigns its right and liability under this contract to
other
third party under the written consent of the Lender, the third party shall
abide
this contract without any condition.
ARTICLE
14 PERFORMANCE OF OBLIGATION AND WAIVER OF RIGHTS
1.
The
Borrower is independent contractor under this contract, it will not impact
by
any other relations between the Borrower with other party except the other
provisions set forth in this contract.
2.
The
Lender give any extension, toleration, favor to the Borrower or permit the
Borrower to delay of performance any obligation under this contract shall
not
impair any rights of the Lender in accordance with this contract and laws,
regulation, it shall be deemed to have waived its rights under this contract
and
the obligation shall be performed by the Borrower under this contract.
ARTICLE
15 AMENDMENT, SUPPLEMENT AND INTERPRETATION OF THE CONTRACT
1.
This
contract could be amended and supplemented upon the written agreements conclude
by the parties. Any amendment and supplement shall be integral party of this
contract.
2.
In the
event change of laws, regulations or legal practice which will cause any
terms
contained in this Contract become illegal, invalid or loss of practice, the
other part of this contract shall not be impaired by it. The both parties
shall
make efforts to change the illegal, invalid or loss of practice part.
3.
For
the matters not referred in this contract shall be construed in accordance
with
the related regulations and provisions of the Peoples Bank of
China.
ARTICLE
16 DISPUTE RESOLUTIONS, GOVERNING LAW AND WAIVER OF EXEMPTION
1.
The
conclusion, interpretation and dispute resolution shall be subject to the
Laws
of the Peoples Republic of China. The disputes arising from the execution
of
this contract shall be settled through friendly consultation by both parties.
In
case no settlement can be reached, the disputes shall be submitted to the
Peoples Court of the location of the Lender for judgment.
2.
The
Borrower shall not reject any obligation during the settlement of disputes.
3.
The
execution and performance of this contract and the related transaction is
civil
behavior. The Borrower shall not appeal to take action to exempt from the
obligation under this contract.
ARTICLE
17 OTHER MATTER AGREED BY THE PARTIES.
ARTICLE
18 APPENDICES
ARTICLE
19 NOTICES
(Signature)
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The
Borrower: /s/ Xxx Xxxxxxx
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The
Lender: /s/ Xxxx Xxxxxx
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Address:
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Address:
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Date:
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Date:
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