Loan Agreement
Exhibit 10.4
This “Loan Agreement” (hereinafter referred to as the “Agreement”) was signed by the following parties in Chaoyang District, Beijing on May 10, 2019:
Party A (Lender): Hangzhou Lianluo Interactive Information Technology Co., Ltd.
Address: 00xx Xxxxx, Xxxxx Xxxxxxxx, Xx. 000 Internet of Things Street, Zhejiang Province
Legal representative: He Zhitao
Unified Social Credit Code: 91330000740545604A
Address: 17th floor, Lianluo Building, Xx. 00 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx
Party B (Borrower): Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd.
Domicile: Xxxx 000, 000, 000, 000, 0xx xxxxx, Xxxxxxx Science and Technology Building, Building 2, Xx. 00 Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxx
Legal representative: Xxxx Xxxx
Unified social credit code: 91110114MA006FU1XY
Mailing address: Xxxx 000, 000, 000, 000, 0xx xxxxx, Xxxxxxx Science and Technology Xxxxxxxx, Xxxxxxxx 0, Xx. 00 Xxxxxxxxx Xxxx, Science and Technology Park, Changping District, Beijing
(Parties A and B are collectively referred to as “the Parties”, and “one Party” means any of them.)
Recital
Whereas, due to Party B’s business needs, Party A intends to provide Party B with a loan of RMB 3,430,000.00.
Now, therefore, the two parties signed this agreement through friendly negotiation in accordance with the principle of good faith in order to comply with them.
Article 1 Principal
1.1 Party A agrees to provide a loan to Party B. The principal of the loan is RMB 3,430,000.00, but the loan amount shall be subject to the actual amount received and shall be paid in RMB.
Article 2 Loan Period and Interest Rate
2.1 According to Party B’s actual needs, the borrowing period is 7 months, counting from the date when Party A remits the first loan principal to the bank account designated by Party B, and the principal and interest shall be repaid in a lump sum at the expiry of the term.
The borrowing period refers to the calendar days from the date when the first principal is paid to Party B’s account to the date when Party B repay all the principal and interest of the loan to the account designated by the lender.
2.2 Loan interest is calculated in the following way:
Loan interest = ∑ (single loan principal × [8]% / 360 × number of days the loan has been received)
2.3 Party A shall remit the principal to the bank account designated by Party B:
Account Name: [Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd.]
Account number:
Account bank: [ICBC Beijing Changping Branch]
Article 3 Early repayment
3.1 Party B can repay in advance anytime after the day when Party A remits all the principal of the loan to the bank account designated by Party B.
3.2 If Party B intends to repay in advance, it shall send written notice to Party A; after receiving Party A’s consent, it may repay in advance.
Article 4 Use of loans
4.1 Both parties agree that the loan agreed under this agreement will only be used for the business operation of Party B’s company and shall not be diverted for other purposes.
4.2 If Party B uses the above-mentioned loans for other purposes, Party A has the right to require Party B to immediately repay all the loans and collect relevant interest in accordance with the actual loan period.
Article 5 Repayment Methods
5.1 From the time Party B received the loan, the principal and interest of the loan will be settled in a lump sum upon expiry of the term or early repayment.
5.2 Party B shall pay in Renminbi when repaying, the specific amount shall prevail upon receipt.
Article 6 Taxes and fees
6.1 Relevant taxes and fees shall be borne by each Party in accordance with relevant regulations.
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Article 7 Pledge
7.1 Party B shall provide stock as guarantee for the loans agreement. Refer to the relevant agreements both parties agreed.
Article 8 Warranties and Representations
8.1 Each Party to this agreement states as follows:
8.1.1 Each party have full capacity for civil rights and capacity for civil conduct to sign and execute this agreement and have gone through the relevant necessary legal procedures with all necessary rights or authorizations required to sign this agreement.
8.1.2 After this agreement executed, in the future, when performing the obligations or responsibilities stipulated in this agreement, it will continue to have all necessary rights and authorizations to fully perform the obligations stipulated in this agreement.
8.1.3 Signing this agreement and fulfilling the obligations stipulated in this agreement will not infringe the rights of any third party other than the subject of this agreement.
8.2 The commitments and guarantees made by either party to the other party are as follows:
8.2.1 Once signed, this agreement will be legally and effectively binding on both parties.
8.2.2 The statements and commitments in this agreement are true, complete and non-misleading.
Article 9 Confidentiality
9.1 The two parties to this agreement assume the obligation of confidentiality regarding this agreement and the matters related to this agreement. Without the written consent of the other party, neither party may disclose any relevant matters of this agreement to any other party except the parties to this agreement, Exceptions are:
9.1.1 Disclosure to auditors, lawyers, and other staff members entrusted in normal business, provided that such personnel must undertake the obligation of confidentiality to the information they have learned in connection with this agreement.
9.1.2 Such materials and documents can be obtained through public channels or the disclosure of such materials is required by laws and regulations or any statutory regulatory authority (including but not limited to the China Securities Regulatory Commission and other regulatory authorities).
9.1.3 Disclosures related to this Agreement to the court or in accordance with the requirements of any pre-litigation disclosure procedure or similar procedures, or in accordance with legal procedures adopted.
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Article 10 Force Majeure
10.1 Any part of this agreement that fails to perform some or all of its obligations due to force majeure will not be considered a breach of contract, but shall take all reasonable and practical remedial measures to reduce losses caused by force majeure, as conditions permit.
10.2 Force majeure means: objective conditions that cannot be foreseen, unavoidable and insurmountable, including but not limited to: natural disasters and disasters (including but not limited to typhoons, floods, earthquakes, fires and explosions), war (whether or not declared war), rebellion ,turmoil.
Article 11 Applicable Law
11.1 The execution, validity, interpretation, performance, modification, termination and dispute settlement of this Agreement shall be governed by the laws of P.R. China.
Article 12 Disputes
12.1 All disputes arising from or in connection with the performance of this agreement shall be resolved through friendly negotiation between the two Parties; if the negotiation cannot be resolved within 60 days after one party has notified the other party of the dispute in writing, each Party shall have right to file lawsuit with court.
Article 13 Assignment
13.1 Without written consent of other party, neither party shall assign, or otherwise transfer, or claim to assign, all or any of its rights, rights, liabilities, or obligations under this agreement, unless otherwise agreed.
Article 14 Supplemental Agreement
14.1 Both parties agree that after signing this agreement, they may conduct further consultations on matters not covered in this agreement and reach a supplementary agreement. Supplemental Agreement shall be considered as an integral part of this Agreement.
Article 15 Miscellaneous
15.1 After this agreement is signed by the legal representatives or authorized representatives of both parties, and the company affixes the official seal or contract special seal, it executed from the date of the first page of this agreement.
15.2 This agreement is in duplicate, each party holds one, and has the same legal effect.
(Signature page follows)
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Party A (Lender): Hangzhou Lianluo Interactive Information Technology Co., Ltd.
Seal: Hangzhou Lianluo Interactive Information Technology Co., Ltd.
Legal representative or authorized representative (signature or seal):
Party B (Borrower): Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd.
Seal: Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd.
Legal representative or authorized representative (signature or seal):
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