Exhibit 10.7.1
ENTRUSTMENT LOAN AGREEMENT
Serial No. Xing Yin Xxxx Xx Gua Ling (2007) No. 003
Entrusting Party: Shenzhen Nepstar Pharmaceutical Co., Ltd.
Mail Address: Xxxxxxxx Xxxxxxxx X-00X, Xxxxxxx Xxxxxxxx, Xxxxxxxx
Mail Code: 518052 Contact Tel.: 00000000
Lender: Shenzhen Branch of Industrial Bank Co., Ltd.
Mail Address: No. 39 Ba Gua Yi Road
Mail Code: 518029 Contact Tel.: 00000000
Borrower: Shenzhen Nepstar Information and Technology Service Co., Ltd.
Mail Address: Xxx Xxxx Nepstar Building
Mail Code: 518052 Contact Tel.: 00000000
Place of Execution: Shenzhen Branch of Industrial Bank Co., Ltd.
Industrial Bank Building, Futian District, Shenzhen
Under the consignment of the Entrusting Party, the Lender will extend this
Entrustment Loan to the Borrower. To clarify responsibilities, stick to credit,
through equal discussion and in accordance with relevant laws and regulations of
the State, the parties hereto enter into this Agreement.
1. DEFINITION AND INTERPRETATION
Unless otherwise provided by this Agreement:
"Entrustment Loan" means the loan under which the Entrusting Party provides
funds to the Lender (the Entrusted Party) to disburse on its behalf to such
borrower for such usage and in such amount, term and interest rate as determined
by the Entrusting Party and the Lender will assist in collecting back such loan.
The Lender only charges a commission without assuming any lending risk which
includes without limitation the risk that there is any material change or
adverse development with the operation of the borrower, the loan is misused, or
the measure taken to call back loan is not appropriate. The Entrusting Party may
not require the Entrusted Party to bear any legal or economic liability by
asserting that, among others, the Entrusted Party fails to supervise
appropriately or fails to provide an overdue notice or other matters.
2. AMOUNT OF LOAN
The amount of this Entrustment Loan is Renminbi (currency) ten million.
3. USAGE OF LOAN
This Entrustment Loan is intended to be used to acquire equity interests.
4. TERM OF LOAN
1. The term of the loan is from June 2007 to June 2008.
2. The draw-down date shall be the actual draw-down date as stated on the
loan certificate. If the actual draw-down date is later than the
draw-down date as set forth in previous clause, the expiry date will
be the same.
3. Under instruction of the Entrusting Party, the loan will be drawn down
on the following dates: [not applicable]
RMB _____ on _____, _____; RMB _____ on _____, _____;
RMB _____ on _____, _____; RMB _____ on _____, _____;
RMB _____ on _____, _____; RMB _____ on _____, _____;
The Lender will remit the amount as agreed into the account of the
Borrower separately on aforesaid dates.
4. The principal of the Entrustment Loan will be repaid in the second way
of
following:
a) by installments on the following dates: [not applicable]
RMB _____ on _____, _____; RMB _____ on _____, _____;
RMB _____ on _____, _____; RMB _____ on _____, _____;
RMB _____ on _____, _____; RMB _____ on _____, _____.
b) by a lump-sum repayment on the expiry date.
5. If the Lender requires repayment before maturity according to
instruction of the Entrusting Party, the expiry date shall be deemed
to be accelerated.
6. Upon reviewing and consent of the Entrusting Party, the Borrower may
repay part or all principal of the Entrustment Loan in advance.
5. INTEREST RATE OF LOAN AND INTEREST CALCULATION
1. During the term of the loan, the interest rate is ______
(year/month/quarter) ________. [not applicable]
2. Through discussion between the parties, the ____ way of interest
calculation is adopted for this loan: [not applicable]
a) to calculate on a monthly basis, which means, the interest will
be fixed on 20th of each month and the Borrower shall pay
interest to the Lender on a monthly basis and settle the balance
of interest on the expiry date;
b) to calculate on a quarterly basis, which means, the interest will
be fixed on 20th of the last month of each quarter and the
Borrower shall pay interest to the Lender on a quarterly basis
and settle the balance of interest on the expiry date;
c) to pay all interest on the expiry date; or
d) other way: _________________________________
3. Unless otherwise indicated by the Entrusting Party, for loan with a
term less than one year (including one year), the contracted interest
provided by this Agreement shall apply and such interest will not be
adjusted when the statutory interest is adjusted; and for loan with a
term more than one year, the interest shall be determined every year
and the Lender shall apply the state statutory interest policy and
adjust the contracted interest according to instruction of the
Entrusting Party when the statutory interest is adjusted.
6. PENALTY INTEREST AND COMPOUND INTEREST
1. If the Borrower does to use the loan for the purpose agreed under this
Agreement or the Borrower fails to repay the loan on a timely basis
and has
not achieved agreement with the Lender concerning extension (which
constitutes a late repayment), the Lender shall be entitled to a
penalty interest for the misused or overdue loan based on the penalty
interest rate agreed under this Agreement. With respect to the
interest that is not paid on time, the Lender shall be entitled to a
compound interest based on the penalty interest rate as agreed under
this Agreement.
2. If the Borrower fails to repay the loan on a timely basis and has not
achieved agreement with the Lender concerning extension, which shall
constitute an late repayment, the penalty interest rate shall be
determined in the first way of the following:
a) the interest rate under this Agreement is a fixed rate and the
penalty interest and compound interest shall be calculated based
on a fixed rate during the overdue period. The penalty interest
rate shall be 50% higher than the interest rate of the loan; or
b) the interest rate under this Agreement is a floating rate and the
penalty interest and compound interest shall be calculated based
on a floating rate during the overdue period, with the same
floating range. The penalty interest shall be ____ higher than
the interest of the loan. [not applicable]
3. If the Borrower does not use the loan for the purpose agreed under
this Agreement, which shall constitute a misuse of the loan, the
penalty interest rate shall be determined in the first way of the
following:
a) the interest rate under this Agreement is a fixed rate and the
penalty interest and compound interest shall be calculated based
on a fixed rate during the misusing period. The penalty interest
rate shall be 50% higher than the interest rate of the loan; or
b) the interest rate under this Agreement is a floating rate and the
penalty interest and compound interest shall be calculated based
on a floating rate during the misusing period, within the same
floating range. The penalty interest shall be ____ higher than
the interest of the loan. [not applicable]
4. The compound interest shall be calculated in the way as agreed under
this Agreement.
7. COMMISSION
The Lender charges a commission equal to 1% of the amount lent. The commission
for the Entrustment Loan shall be paid by the Entrusting Party on a lump-sum
basis before draw-down of the loan.
8. SECURITY [not applicable]
The following agreements are security agreements for this Agreement
1. ______________ (Name of the Agreement) numbered in __________, in the
form of _______, provided by _________________;
2. ______________ (Name of the Agreement) numbered in __________, in the
form of _______, provided by _________________;
3. ______________ (Name of the Agreement) numbered in __________, in the
form of _______, provided by _________________.
9. OTHER RIGHTS AND OBLIGATIONS
1. The Entrusting Party shall transfer its funds consigned into the
account of the Lender for entrustment loans on a timely basis. The
Lender will not commence draw-down procedures until the funds of the
Entrusting Party have been remitted into the account of the Lender for
entrustment loans.
2. The funds for Entrustment Loan shall be obtained from legitimate
sources and may not be credit-extending fund obtained from the Lender;
otherwise the Entrusting Party shall bear legal liability
correspondingly.
3. The Entrusting Party and the Borrower shall provide true documents,
statements and certificates as required by the Lender.
4. The Borrower shall repay the principal and interest of this
Entrustment Loan in the same currency as lent, unless otherwise agreed
by the Entrusting Party and the Borrower.
5. The Lender shall be entitled to examine the production and operation
of the Borrower at any time and the Borrower shall provide active
cooperation.
6. Both the Entrusting Party and the Lender shall have the right to
supervise the usage of the loan by the Borrower.
7. The Entrusting Party shall have the right to take corresponding
actions in accordance with law or this Agreement to call back the loan
before maturity or settle the principal and interest of the overdue
loan and the Lender shall give assistance as necessary.
8. The Borrower hereby irrevocably authorizes the Lender to deduct
relevant amount from its account to repay the principal and interest
of this Entrustment Loan.
9. The Lender will not assume any risk under this Entrustment Loan and
will not be involved in any dispute between the Entrusting Party and
the
Borrower.
10. Unless otherwise agreed by the parties hereto, the Entrusting Party
and the Borrower may not require the Lender to bear any other
obligation or risk.
10. BREACH OF AGREEMENT
1. If the Borrower is in breach of any provision under this Agreement or
the Lender is unable to perform its obligation due to any reason
attributable to the Borrower, the Borrower shall bear the following
liability for its breach of Agreement to the Entrusting Party:
a) if the Entrustment Loan has not been drawn down, the Entrusting
Party shall have the right to terminate this Agreement and cease
draw-down of this Entrustment Loan;
b) if the Entrustment Loan has not been mature, the Entrusting Party
shall have the right to terminate this Agreement and call back
the principal and interest of the Entrustment Loan before
maturity;
c) if the Entrustment Loan has become overdue, the Entrusting Party
shall have the right to get overdue penalty interest;
d) if the Borrower misuses the Entrustment Loan, the Entrusting
Party shall have the right to get misusing penalty interest;
e) the Entrusting Party shall be entitled to take actions to
exercise its credit right and the expense for exercising the
credit right shall be born by the Borrower; and
f) the Entrusting Party shall have the right to require the Borrower
to indemnify its other economic loss.
2. If the Entrusting Party is in breach of any agreement under this
Agreement or the Lender is unable to perform its obligation due to any
reason attributable to the Entrusting Party, the Entrusting Party
shall bear the following liability for its breach of agreement to the
Borrower:
a) if the funds consigned are not drawn down on time, the Entrusting
Party shall promptly draw down the Entrustment Loan; and
b) the Entrusting Party shall indemnify the economic loss of the
Borrower.
3. If the Lender is in breach of any provision under this Agreement, the
Lender shall indemnify the Entrusting Party or the Borrower, as the
case may be, its economic loss according to law.
11. JURISDICTION
All disagreements or disputes related to this Agreement shall be submitted to
the people's court with jurisdiction of the place where this Agreement is
executed.
12. TERM OF AGREEMENT
This Agreement shall become effective when the following conditions have been
satisfied:
a) that the parties hereto have signed or sealed hereon; and
b) that in case of existence of security for this Agreement, the
security agreement has become effective.
This Agreement shall expire automatically after the principal and interest
hereunder and other debts have been paid off.
13. COPIES
This Agreement is executed with three originals. Each party has one original.
The duplicates may be created if necessary.
14. SUPPLEMENTARY PROVISIONS
1. The Entrusting Party may decide to extend the term of the loan for
unlimited times. If the Entrusting Party decides to extend the term of
the loan, the Lender and the Borrower must accept.
2. Without written consent of the Entrusting Party, the Borrower may not
make repayment before maturity.
3. The Lender shall obtain written consent of the Entrusting Party in
advance to deduct any amount from the account of the Borrower as
repayment of the Entrustment Loan.
4. The Borrower shall keep itself exist legally and without consent of
the Entrusting Party, may not cease its operation or cancel its
registration;
5. Except the investment permitted by the Entrusting Party, without
consent of the Entrusting Party, the Borrower may not engage in any
lending, operation and/or investment activity or make any increase or
decrease of registered capital;
6. All liquidation asset obtained by the Borrower from any of the
companies it invests in shall be resold to the Entrusting Party in the
price not higher than the price purchasing corresponding equity
interest of such company and used to offset its loan of equal amount
under this Entrustment Loan agreement. If such asset obtained from
distribution is cash, such asset shall first be used to repay the loan
under this Entrustment Loan agreement.
ENTRUSTING PARTY:
Seal: /s/ Shenzhen Nepstar Pharmaceutical Co., Ltd.
Signature of Representative: /s/ Xxxxx Xxxxx
June 13, 2007
LENDER:
Seal: /s/ Shenzhen Branch of Industrial Bank Co., Ltd.
Signature of Representative: /s/ Pinghong Dong
June 13, 2007
BORROWER:
Seal: Shenzhen Nepstar Information and Technology Service Co., Ltd.
Signature of Representative: /s/ Xxxxxx Xxxx
June 13, 2007
