Short-term Loan Agreement
Exhibit
10.30
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PUDONG DEVELOPMENT BANK
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NO.
76012009281260
TO:
Sub-branch______________, Branch____________, Pudong Development
Bank
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Client
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Henan
Shuncheng
Group
Coal Coke
Co.,
Ltd
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Application
Date:
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Jun
29, 2009
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Address
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Tongye
Town, Anyang County
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Contact
Manger( Client)
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Xx
Xxxxx
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Tel
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0000-0000000
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Contact
Manger (filled by the financing bank)
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Bai
Dawei
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Fax
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0000-0000000
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The
Client hereby irrevocably applies for short term loan in accordance with the
following provisions:
ONE General
Clause
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1.
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x
This Agreement is one of the financing documents attached to Financing
Limit Agreement No. __________ (hereinafter referred to FLA). All clauses
of this Agreement shall be incorporated into Agreement of Financing Limit
and shall constitute integral parts hereof upon coming into force. (Choose
this and indicate FLA NO. if the Client signed Agreement of Financing
Limit with the financing bank
previously).
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2.
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þThis Agreement is
an independent credit Agreement to be signed between the financing bank
and the Client (Choose this if the financing bank and the Client have not
signed FLA before)
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3.
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xThe loan attempts
to pay off the old debts, which is known to the guarantor(s). (Choose this
if the Agreement is to pay off one debt with another
debt).
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TWO Description
of the Loan
(The
Client doesn’t have to fill relevant blanks of this Agreement if the interest
rate and penalty rate have been stipulated in the previous FLA)
Short-Term
Loan Type: A. Short-Term loan with a fixed period; B. Short-Term loan for
recyclable use.
1 /
10
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PUDONG
DEVELOPMENT BANK
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Currency
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Amount
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Type
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Drawing
date
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Due Date
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Interest
Rate
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Interest
Settlement
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Penalty Rate
for Delay
payment
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Penalty
Rate for
Appropriation
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|||||||||||||||||
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RMB
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30,000,000 | A |
Jun.29,2009
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Jun
28,2010
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5.841 | % |
Paid
Monthly
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7.5983 | % | 11.682 | % | ||||||||||||||
Repayment:
Lump-sum disbursement of loan principal upon maturity date.
Note:
Interest Rate is annual rate. Floating period should be indicated in floating
cycle. Due Date shall be marked in Short-Term loan with a fixed period. Latest
Repayment Date shall be the Due Date of Short-Term loan for recyclable
use.
THREE Description
of Guarantee
(The
Client doesn’t have to fill relevant blanks of this Agreement if the guarantee
has been stipulated in the previous FLA)
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Guarantor
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Anyang
Xintianhe
Cement
Co., Ltd
Wang
Xinshun,
Xxxx
Xxxxxxx,
Xxxxx
Xxxxxxxx
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Type
of guarantee
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x Mortgage
x
Pledge
þ
Guaranty
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FOUR General
Clauses
The
Client hereby confirms it has read carefully and agree the following general
clauses:
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1.
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After
the signing of this Agreement, unless the financing bank has released the
loan the Client applied for, any promise of lending made by the financing
bank for this Agreement is subject to withdrawal at any
time;
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2.
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Calculation
method of interest: The interest under this Agreement shall be accrued on
a daily basis and be paid off in the form of matching the principal
repayment, unless otherwise
specified;
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3.
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Submission
of documents: The Client is required to submit the following documents to
the financing bank or meet relevant requirements; however the obligation
of authenticity review of such documents shall not fall on the financing
bank;
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(1)
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The
copy of latest Articles of Association and Business License of the
Client;
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2 /
10
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PUDONG
DEVELOPMENT BANK
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(2)
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The
Board Resolution that authorizes the Client to execute this Agreement and
relevant financing documents attached (in case there exists any
restriction on the rights of legal representative such as right of signing
contracts according to the Articles of
Association)
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(3)
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The
Letter of Authority and the specimen signature of the authorized
representative;
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(4)
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This
Agreement that has been signed by the Client legally and
effectively;
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(5)
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The
available date of draft appointed by the Client shall be a business day of
the financing bank;
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(6)
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The
guarantee documents shall be signed and come into effect before the date
of draft in the event of a guaranteed
loan;
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(7)
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Other
documents and/or requirements casually asked by the financing
bank;
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4.
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The
date of draft or repayment date shall be postponed to the following
business day if the date of draft appointed by the Client or the repayment
date is not a business day;
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5.
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Early
Repayment and Early Maturity
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The
Client can pay off the loan at any time before the maturity date as to
short-Term loan for recyclable use. When it comes to short term loan with fixed
period, unless the financing bank informs the Client of early maturity, the
Client shall make the early payment with the prior written approval of the
financing bank and his promise to compensate the financing bank for all
costs and losses arising from the early repayment. Any early repayment hereof
shall be deemed as early maturity. At any time and without any excuse, the
financing bank is entitled to notify the Client in this Agreement of early
maturity, upon which the Client shall make instant repayment.
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6.
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Taxation
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The
repayment made by the Client shall be in full and non tax-deductible, unless
otherwise provided by relevant laws and regulations. The Client shall make an
extra payment in case the relevant tax would be deducted according to the laws
and regulations, in order to make sure the amount actually received by the
financing bank equals to the amount before deduction;
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7.
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Statements
and Undertakings
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The
Client should make the following statements and undertakings, and the statements
and undertakings should be treated as the repetition available in each financing
in accordance with the provisions of this Agreement:
3 /
10
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PUDONG
DEVELOPMENT BANK
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(1)
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The
Client shall be the company incorporated according to the law of PRC (not
including Hong Kong and Macao Special Administrative Region (SAR) and
Taiwan region, hereinafter inclusive) and shall have the right to sign
this Agreement and any documents related to this Agreement and has taken
any necessary actions to make the corporate behavior, this Agreement and
any related documents legal, valid and
enforceable;
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(2)
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The
signing of this Agreement and performance of the obligations under this
Agreement, has not violated and will not violate any other contract or
document, the Articles of Association, any applicable laws, regulations or
administrative orders, and/or relevant documents, judgments or decisions
made by the government authorities, neither inconsistent with any
obligations or arrangements borne by the
Client;
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(3)
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The
Client and its shareholders and affiliated companies are not involved in
any liquidation, bankruptcy, reorganization, annexation, merger,
separation, reorganization, dissolution, closure, closures, or similar
legal procedure, nor involved in any situation that might lead to such
legal procedure;
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(4)
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Client
is not involved in the economic, civil, criminal, administrative
proceedings or similar arbitration proceedings that might have huge
adverse impact on itself, nor involved in any situation that may lead to
their involvement in any such litigation or arbitration proceedings, or
similar procedures;
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(5)
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Client's
legal representative, directors, supervisors or other senior management
personnel, as well as any significant asset Client owns is not involved in
any enforcement, distraint, seal-up, freezing, retention, regulatory
measures, nor involved in any situation that could lead to such
measures;
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(6)
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Client
shall assure that all financial statements (if any) comply with Chinese
law, and the statements give a authentic, complete and fair explanation of
its financial condition; All data, documents and information Clients
submit to the financing bank in the process of signing and performance of
this Agreement, including the information of their own, guarantors and so
on are real, effective, accurate and complete, without any concealment or
omission;
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(7)
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Client
assures that its business activities are carried out in strict compliance
with the laws and regulations in the business scope specified in Business
License or legally approved. Client should go through the registration and
annual inspection procedures on
time;
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(8)
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Client
assures there are no other circumstances or events that have or may have
huge adverse effect on Client's performance
capacity.
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4 /
10
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PUDONG
DEVELOPMENT BANK
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8.
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Commitment
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The
Client hereby makes the following commitments:
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(1)
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All
obligations under this Agreement will be obeyed and performed
strictly;
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(2)
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The
principal and interest of the loan and relevant expense thereof will be
paid on time in compliance with this Agreement; Client shall be
responsible to obtain any approval, authorization, registration and
permission required by applicable law and maintain the effectiveness of
such documents so as to ensure the legality of the signing and its legal
performance of the obligations under the Agreement and any relevant
documents. If required, Client shall provide the certification
promptly;
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(3)
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Within
5 business days after the Client realizes its involvement in the economic,
civil, criminal, administrative proceedings or similar arbitration
proceedings that might have material adverse impact on itself, or the
involvement of its significant asset in any enforcement, seizure,
distrainment, freezing, retention, regulatory measures, the Client shall
notify the financing bank of such circumstances in writing and describe
the influence and the remedial measures it has taken or plans to
take.
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(4)
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The
Client shall not reimburse any large amount debt to a third party other
than the financing bank or take any guarantee liability without written
approval of the financing bank;
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(5)
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The
Client shall not have any other large amount debt without written consent
of the financing bank, nor shall it attempt to establish or provide the
guarantee with nature of priority in any form for any other debt for
benefit of itself or any third party. From the signing date to the
settlement of the debt under this Agreement, without written consent of
the financing bank, the Client is prohibited
to:
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a.
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Enter
into liquidation, restructuring, bankruptcy, annexation, merger,
separation, reorganization, dissolution, closure, shut-down or similar
legal procedure;
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b.
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Dispose
any significant asset in the forms of sale, rent, donation and transfer or
any other forms except for daily business
requirement;
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c.
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Make
any adjustment to the equity
structure;
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d.
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Sign
the contract/Agreement that may have huge negative effect on the Client’s
ability to perform the obligations under this Agreement or assume relevant
obligations that have such adverse
effect.
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5 /
10
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PUDONG
DEVELOPMENT BANK
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(6)
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The
Client shall timely provide other guarantee permitted by the financing
bank in accordance with the requirement of the financing bank in case that
special circumstances or specific adjustments happen to the guarantee
under this Agreement. The special circumstances or specific adjustments
includes, without limitation, the production suspension, shut-down,
dissolution, closure, revocation or withdrawal of Business License,
applying for or being applied for restructuring, bankruptcy, great change
in business operation or financial situation, being involved in material
lawsuits or arbitration, the involvement of legal representative,
director, supervisor or major management staffs in a case, the decrease or
possible decrease of the collateral value, property preservation measures
such as sealing up the collateral, any breach of contract under the
guarantee Agreement and required cancellation of guarantee
Agreement.
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(7)
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Upon
the request of the financing bank, the Client should go through the
enforceable notarization with the notary authority designated by the
financing bank and assume relevant expense and of its free will accept the
enforced execution.
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(8)
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The
Client shall at any time inform the financing bank of the events that may
have effect on its ability to perform the obligations under this Agreement
and any documents which are relevant to the agreement and are related to
the obligation of the incident.
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9.
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Expense
and Expenditure
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The
Client shall promptly reimburse the financing bank for the expenses arising from
the modification, execution, enforced execution, notarization and registration
of any documents relevant to this Agreement if required. Client shall pay the
stamp tax and other tax arising from this Agreement and any related documents
except the tax that shall be paid by the financing bank pursuant to the
provisions of laws;
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10.
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Interest
Penalty
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Interest
penalty (including appropriation interest penalty, if any) for outstanding
payment shall be accrued daily, from the due date to actual payment date, on the
base of the amount of the outstanding payment (including unpaid interest) and be
paid monthly to the financing bank. The interest will be compounded
monthly.
6 /
10
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PUDONG
DEVELOPMENT BANK
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11.
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Authorized
Repayment and set-off
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The
Client hereby authorizes the financing bank, in case there exists any due debt
under this Agreement, the financing bank is entitled to deduct directly any
payment paid to any account (regardless of the currency) of the Client opened
with the financing bank for purpose to repay the due debt, without regard to the
relations between the due debt and the payment. This Provision is irrevocable.
The financing bank will be responsible for conversion with an exchange rate
determined by itself in case of currency conversion and the Client shall bear
the exchange rate risk.
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12.
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Certificate
of Debt
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It has
been acknowledged by the Client that the account statement and accounting
certificates related to the business activities under this Agreement recorded in
accordance with its consistent business practice by the financing bank in its
Book of Accounts will be the effective evidence of the debt of the Client,
expect for obvious errors.
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13.
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Transfer
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The
Client shall not transfer any rights and obligations under this Agreement,
whereas the financing bank can transfer the rights and obligations under this
Agreement to any third party at any time and could provide any information
relevant to this Agreement to the third party, including the information
provided by the Client and the guarantor of the Client provide to the financing
bank for the purpose of the Agreement;
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14.
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Disclosure
of Information
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It has
been agreed by the Client that the financing bank could disclose any information
related to this Agreement, besides the disclosure stated in Clause 13, to its
headquarters, subsidiaries and branches, affiliates and the employees of these
institutions. In addition, the disclosure requested by the laws and regulations
as well as the disclosure ordered by the supervisory authority, government
organs and judicial organs shall also be involved in the
disclosure;
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15.
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Breach
of Agreement
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Any
statement and undertaking of the Client that is proved inconsistent with the
Agreement, or that is proved unauthentic, incorrect, incomplete, and misleading
constitutes disobey of the Agreement. The breach situations include: any breach
and non-performance of the commitment; and/or any breach of the provision of
this Agreement; and/or any situation that may have influence on the safety of
the loan; and/or any infringement of the provisions of any guarantee document.
The financing bank has the right to announce the acceleration of the loan
maturity and require the Client to compensate for all loss of the financing bank
including the attorney fee.
7 /
10
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PUDONG
DEVELOPMENT BANK
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16.
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Special
Agreement for the group Client: in case of group Client, the Client hereby
agree to: (1) give description of connected transactions that accounts for
above 10% of net asset of actual accredited party, including: a. the
affiliated relations among the transaction parties; b. transaction items
and the nature of transaction; c. the amount or corresponding proportion
of transaction; d. pricing policy, including the transaction with no price
or only nominal amount. (2) the financing bank is entitled to withdraw
unilaterally the unused credit and withdraw partly or wholly the used loan
credit or ask the Client to raise the margin to 100% in the following
circumstances which are deemed as breach of this Agreement: a. Providing
false materials or concealing important facts; b. Changing the particular
purpose of the credit, appropriate the credit or being engaged in illegal
and incompliant transaction with the bank credit without the consent of
the financial bank; c. Obtaining the bank financing or credit by
discounting or pledging the notes receivable or debt receivable without
actual trade background in virtue of the fake relationship Agreement
between the connected parties; d. declining to accept the supervision and
inspection carried out by the financing bank on the operation of the
credit funds and the business activities; e. being involved in
reorganization, mergers and acquisitions which in the view of the
financing bank may have effect on the safety of the credit; f. intended
postponement of the bank debt through connected
transaction.
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17.
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Other
Provisions
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18.
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Applicable
law and judicial jurisdiction
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The
Agreement shall be governed by and construed in accordance with Chinese law
(excluding Hong Kong, Macau SAR and Taiwan region). Any dispute arising out of
this Agreement shall be submitted to the competent People’s Court of the
domicile of the financing bank.
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19.
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Delivery
Address
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It has
been confirmed by the Client that the delivery of any judicial documents
including court summons and notification in the process of any litigation
related to this Agreement to the address stated at the top of this Agreement
shall be regarded as having been served. Any adjustment to the address
hereinabove shall not be valid for the financing bank without prior
notification.
8 /
10
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PUDONG
DEVELOPMENT BANK
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20.
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Severability
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If any
part of these Terms and Conditions is found unlawful, void, or unenforceable,
that part will be deemed severable and will not affect the validity and
enforceability of any remaining provisions.
21. No
relaxation, forbearance, delay, or indulgence by the financing bank in enforcing
any of the terms and conditions of the Agreement in the duration of the
Agreement shall prejudice, affect, or restrict the rights of the financing bank
under the Agreement, neither shall any waiver by the financing bank of any
breach of Agreement operate as waiver of any subsequent or continuing breach of
Agreement.
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22.
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Consistency
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The
provisions of the Agreement shall prevail in case of any inconsistency of FLA
(if any, including the occasional effective adjustments) and this
Agreement.
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23.
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Signature
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The
Agreement shall be in four sets, one set for Client, the other three sets for
the financing bank, effective as of the date of sealing and signing by legal
representatives or authorized representatives of the Parties
hereto.
9 /
10
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PUDONG
DEVELOPMENT BANK
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Short-term
Loan Agreement
|
SIGNATURE
In
witness hereof the parties hereto have accurate and correct understanding of
legal definition of rights, obligations and limitation or exemption of liability
and have conducted detailed description and negotiation of all clauses, free of
any doubt, to execute this Agreement.
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Client
(Common Seal)
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Legal
representatives or authorized representatives (signature/seal): /s/ Wang
Xinshun
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DD/MM/YY
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Financing
Bank (Common Seal)
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Legal
representatives or authorized representatives (signature/seal): /s/ Xx
Xxxx
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DD/MM/YY
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10 /
10
