Ceiling amount security and loan contract
EXHIBIT
10.4
Ceiling
amount security and loan contract
NXGDJZ [
] No.
Lender:
Xxxxx Xxxxxxxx Rural Credit Cooperative
Borrower
Wuhan Xxxxx Peptide Material Research Ltd
Mortgager: Wuhan
Tallyho Biological Product Ltd
Upon
reaching a consensus, the lender, the borrower and the mortgager hereby enter
into this contract for common observance according to relevant laws and
codes.
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Article
1
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According
to the needs of the borrower and the possibility of the lender, the lender
shall loan the borrower the principal amount with a ceiling amount no more
than 5,000,000 CNY from 2008-01-25 to 2013-01-25 and no security for every
sum of loan will be conducted within the term and the ceiling
amount.
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Article
2
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During
the foregoing term, the expiry date of every sum of loan may not exceed
the expiry date as specified in Article 1. The amount, the application,
the term and the interest of every sum shall be subject to corresponding
receipt for such sum. The receipt forms a part of this contract and has
equitable legal force.
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Article
3
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Security
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1)
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The
mortgager is willing to mortgage the properties with value of 7,367,000
CNY upon appraisal (the details are given in “list of collateral”), of
which he can dispose, to provide collateral to the borrower. If the
borrower fails to repay the loan on schedule as agreed in the contract,
the mortgagee is entitled to evaluate, auction, sell off or otherwise
dispose of the collateral and acquire repayment from received amount with
preference according to laws of
China.
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2)
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The
scope of security includes the principal, the interest and the expenses to
implement creditor’s right.
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3)
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The
force of the security involves the accessory things, accessory rights and
the fruits incurred thereby.
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4)
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The
security term shall start from the date of mortgage and end when all the
liabilities within the security scope are paid
off.
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5)
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The
properties of collateral as listed in the List of Collateral are placed in
custody of the mortgager, used, maintained and preserved by the mortgager.
The certificate for property ownership is delivered to the mortgagee for
custody.
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6)
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The
collateral hereunder may not be listed into the scope of bankruptcy. When
the principal & the interest of the loan and relevant expenses are
paid by the cost of the collateral, the remaining part of the cost may be
listed into the scope of
bankruptcy.
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Article
4 Undertaking of the borrower:
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1)
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Repay
the principal and the interest of the loan on
schedule.
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2)
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Use
the load according to the agreed
application.
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3)
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Provide
the lender with true balance sheets, income statements, information on all
deposit banks, accounts and balance of deposit etc
monthly.
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4)
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Accept
check and supervision by the lender on its use of loan, relevant
production, operation and financial
activities;
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5)
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Notify
the lender timely for any change of legal representative, domicile of
legal entity or business location and registered
capital.
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6)
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Notify
the lender in advance, identify the liabilities and determine measures of
repayment in case of management system, such as contracting, leasing,
merge (acquisition), split, shareholding reform, external
investments.
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Article
5 Undertaking of the mortgager:
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1)
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The
mortgager enjoys the right to dispose the collateral listed herein. If the
leased properties are mortgaged, the mortgagee shall be informed in
written form.
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2)
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Ensure
the safety, intactness of the collateral within the security term and bear
the expenses for maintenance and preservation of the
collateral.
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3)
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Cover
for the collateral with property insurance. During the security term, the
lender shall be the first beneficiary; the insurance policy shall be kept
by the lender. The mortgager shall renew the insurance upon expiry of the
said insurance. For any loss incurred within the insurance coverage during
the term of insurance, the mortgage shall settle the claim with the said
insurance and repay corresponding principal and interest of the loan. If
it not sufficient to repay the principal and the interest of the loan, the
mortgage shall make up for it or provide security
separately.
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4)
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If
the value of the collateral reduces during the security term due to
damage, loss or other causes, the mortgager shall recover the value of the
collateral or provide security with value equitable to the reduced
value.
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5)
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The
transfer of the collateral with compensation by the mortgager during the
security period shall be subject to approval by the mortgagee. The payment
from such transfer shall be used to pay off the debt to the mortgagee in
advance or be withdrawn upon agreement with the
mortgagee.
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6)
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Accept
check and supervision by the lender on the
collateral.
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Article
6 Undertaking of the lender:
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1)
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Provide
the borrower with the loan of specified amount on
schedule.
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2)
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Preserve
the certificate for property ownership. Return the certificate immediately
after principal and interest of the loan are paid
off.
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3)
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Not
charge from the borrower for items other than those provided
herein.
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4)
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Keep
the documents provided by the borrower
confidential.
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Article
7
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If
the borrower can not repay the loan on schedule due to special causes, the
borrower may apply for grace 30 days before expiry date of the loan upon
fulfillment of relevant collateral security procedures. The repayment term
may be extended upon approval by the lender and signing of grace
agreement, however, the interest rate for the loan shall be determined
according to accumulated term
level.
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Article
8 Liability for breach:
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1)
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Breach
of the borrower:
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(1)
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If
the borrower fails repay the principal of the loan on schedule and fails
to acquire approval for a grace, additional interest at a rate of three in
one thousand of daily interest rate shall be charged since the expiry
date.
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(2)
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If
the borrower fails to repay the interest of the loan, compound interest
shall be charged according to relevant
provisions.
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(3)
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If
the borrow does not use the loan as specified, for the embezzled loan,
additional interest at a rate of five in one thousand of daily interest
rate shall be charged during the embezzlement
period.
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(4)
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If
the borrower violates the provisions in clause 3) through to clause 6) in
Article 3 herein, the lender is entitled to discontinue providing of the
loan not provided hereunder, reclaim the load not
due.
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2)
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Breach
of the lender
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(1)
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If
the lender can not provide loan the borrower with the specified loan of
specified amount on schedule, the lender shall reimburse penalties at a
rate of three in ten thousand of daily interest rate for the amount of
breach and delay.
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(2)
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If
the certificate for property ownership is lost, the lender shall register
in relevant authority at the expense of the lender until such certificate
is made up.
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(3)
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If
the lender violates clause 3) in Article 6 herein, the borrower is
entitled to reject. If the lender violates clause 4) in Article 6 herein,
the borrower is entitled to complaint to the People's Bank of
China.
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3)
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Breach
of the mortgager
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If the
mortgager violates any provisions in Article 5, the lender can not realize the
right for the collateral and suffers loss accordingly; the mortgager shall be
liable for compensation.
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Article
9
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When
the lender recovers the loan upon expiry, or recover the loan in advance
according to Article 8, it may directly deduct from the deposit account of
the borrower.
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Article
10
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The
registration shall be handled by the borrower or the mortgager. All
appraisal, evaluation and registration necessary for the mortgage shall be
at the expense of the borrower.
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Article 11
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Others
to be agreed
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Article
12
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Any
dispute arising from the contract shall be governed by local people’s
court of the lender.
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Article
13
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For
matters not exhausted herein, relevant national laws, codes and provisions
of banks on security and loan shall be
followed.
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Article
14
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The
contract shall become effective upon stamping by the parties as of the
date of mortgaging according to
laws.
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Article
15
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The
contract shall be executed in three counterparts; the borrower, the lender
and the mortgager each hold one
counterpart.
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Borrower
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Borrower:
Wuhan Xxxxx Peptide Material Research Ltd
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(seal)
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Domicile:
Xx. 00, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxx
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Legal
representative (authorized agent): Xx Xxxxxx
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(seal)
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Deposit
bank and account number:
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Xxxxx
Xxxxxxxx Rural Credit Cooperative 000000000000000
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Lender
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Lender:
Xxxxx Xxxxxxxx Rural Credit Cooperative
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(seal)
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Legal
representative: Xxxx Xxxxxxxx
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(seal)
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Handled
by:
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(seal)
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Mortgager
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Mortgager: Wuhan
Tallyho Biological Product Ltd
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(seal)
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Domicile: Xxxxxx
Economic Development Zone, Wuhan
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Legal
representative: (authorized agent): Xxxx Xxxxxxxxx
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(seal)
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Deposit
bank and account number:
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Xxxxx
Xxxxxxxx Rural Credit Cooperative 000000000000000
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Signing
on:
Signing
at:
Appendix
of the contract:
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1.
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List
of collateral
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2.
