Comprehensive Credit Line Contract
Contract
No.:13108109Z022
The
Parties are:
The
Credit Guarantor (Party A): Anyang Branch, Guangdong Development Bank Co.,
Ltd.,
Address:
west section Renmin Avenue, Anyang
City, Postcode:
455000,
Legal
Representative: Xxxx
Xxxxxxx, Title:
President
Telephone:
0000-0000000, Fax:
0000-0000000;
The
Credit Guarantee (Party B): Henan Shuncheng Group Coal Coke Co.,
Ltd.,
Address:
Tongye town, Anyang
County, Postcode:
455141,
Legal
Representative: Wang
Xinshun, Title:
Chairman of Board,
Business
License No.: 000000000000000
Telephone:
0000-0000000, Fax:
0000-0000000;
Opening
Bank: basic account Zhongzhou Branch of China Construction Bank
Account
No.: ;
Common
Account: (1) ___________, Account No.: ______________
Common
Account: (2) ___________, Account No.: ______________
Common
Account: (3) ___________, Account No.: ______________
Signed in
Anyang City
On the
basis of free will, equality, mutual benefit and good faith and through
negotiations with the parties, Party A agrees to provide this general credit
limit to Party B. For the purpose of specifying the rights and
obligations of both parties, the parties hereby enter into this Contract for
mutual compliance.
Part
I Basic Provisions for Credit
Article
1 Definition
In this
Agreement unless otherwise stipulated in the context, the following terms shall
have the meaning as follows:
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1.
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"General
Credit", the credit granted by Party A to Party B includes one or more of
the following services: loan, issuing bank acceptance draft, discount of
commercial draft, trade financing, letter of guarantee, capital service
and other credit service (The trade financing service includes issuing
international letter of credit, issuing domestic letter of credit, import
xxxx advance, delivery against bank guarantee, packing credit, export xxxx
advance, buyer xxxx advance under domestic letter of credit, seller xxxx
advance under domestic letter of credit, negotiation of domestic xxxx of
credit and other domestic and international trade financing
services. The letter of guarantee service includes issuing
letter of guarantee / standby letter of credit and other international and
domestic letter of guarantee
service).
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2.
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"General
Credit Limit", the maximum limit of credit balance granted by Party A to
Party B under this Contract.
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3.
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"Exposure
Maximum Limit", the margin that the maximum limit of credit balance
granted by Party A to Party B minus the balance of guarantee money under
this Contract.
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4.
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"Limit
Period", the actual term of the credit under this
Contract.
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Article
2
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Amount
and Type of General Credit Limit
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1.
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The
General Credit Limit under this Contract is stipulated in Article 13
hereunder.
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2.
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The
detailed types of credit limit, relevant amount and other related
provisions are stipulated in article 22
hereunder.
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3.
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Party
A agrees that if the balance of used limit of Party B does not exceed the
maximum limit, Party B may use the limit without going through the
security procedures case by case.
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4.
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The
General Credit Limit granted by Party A does not constitute any obligation
of Party A to provide the full credit limit. The actual issued
amount is subject to the record in the "loan note" or other certificate of
indebtedness.
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Article
3
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Period
of General Credit Limit
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1.
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The
period of General Credit Limit under this Contract is stipulated in
Article 14 hereunder.
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2.
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The
credit within the credit limit and the period of the limit does not need
to be paid off before the expiration date of the credit
limit. The actual starting date and repayment date for each
credit are subject to the record in the loan note or other certificate of
indebtedness.
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Article
4
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Conditions
for Using the Limit
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Subject
to the satisfaction of all the following conditions by Party B, Party B may
apply to use the credit limit:
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1.
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The
balance is still available;
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2.
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The
purpose and period comply with relevant provisions in this
Contract;
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3.
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Application
documents, materials and notes has been provided and meet the requirements
according to the management rules for relevant services of Party
A;
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4.
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Party
B has performed all of its obligations under this
Contract;
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5.
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Other
conditions required by Party A;
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Article
5
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Interest
Rate
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1.
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The
interest rate for the credit loan under this Contract is stipulated in
Article 15 hereunder.
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2.
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If
the interest rate in Article 15 is different with the agreed interest rate
for each specific type of credit, the agreed interest rate for each
specific type of credit shall
prevail.
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Article
6
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Other
Rates
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The
expenses for bank acceptance draft, bank letter of guarantee, international
trade financing which shall be charged by Party A, the xxxx discount rate, and
the interest rate and exchange rate for loan and xxxx advance service in import
and export shall be agreed by the parties with actual business.
Part
II Guarantee Provisions
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Article
7
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Guarantee
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1.
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The
guarantor provides guarantee for the performance of the debt by Party B
provided in this Contract to ensure Party A’s realization of its
creditor’s right. The details for the guarantee are stipulated
in Article 16 hereunder.
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2.
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If
there is any change or to be any change to the guarantee under this
Contract that are deemed by Party A as a disadvantage for its creditor’s
right, Party A is entitled to require the guarantor to stop its
actions. If the value of guaranteed asset reduces, subject to a
notice given by Party A, the guarantor must resume the value or make up
the difference by providing a new guarantee. If the guarantor
does not resume the guarantee nor provide a new guarantee, Party A is
entitled to request Party B to repay the debt in
advance.
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Part
III Representations, Warranties, and Authorization of Party B
Provisions
Article
8
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1.
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Party
B represents as follows:
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(1)
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Party
B is duly registered and legally existing, it has the fully civil capacity
for rights and actions to enter into and perform this
Contract;
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(2)
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The
execution and performance of this Contract is based on the true will of
Party B, it has duly obtained legal and valid authorization according to
its articles of association and other internal management
documents. The execution and performance of this Contract will
not contravene any binding agreement, contract and other legal documents
to Party B. Party B has already obtained or will obtain all
relevant approval, license, record, and registration required to enter
into and perform this Contract;
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(3)
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All
the documents, financial statements, vouchers and other materials are
true, complete, accurate and valid;
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(4)
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The
background of the transactions for which Party B applies to Party A for
relevant services are true, legal and are not used for money laundering or
other illegal purpose.
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(5)
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Party
B does not keep back from Party A with any events which may affect the
financial status and performance capability of Party A and the
guarantor.
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2.
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Party
B warrants as follows:
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(1)
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It
will report to Party A its financial statement (including, but not limited
to annual reports, quarterly reports, and monthly reports) and other
relevant materials, periodically and timely as required by Party
A.
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(2)
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It
will provide all documents and materials related to the loan to Party A,
actively cooperate and assist Party A with checking, investigating and
supervising the execution of this Contract, use of credit capital and all
operational and capital financing activities of Party B, and provide Party
A with the true situation. Party B undertakes that it will
cooperate with Party A on the loan management work based on the loan
management measures issued by China Bank Regulatory Commission (and other
statutory finance regulatory organization), and it will provide the
Creditor with the true situation of the payment and moving of the
loan.
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(3)
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If
Party B has entered into or will enter into any counter-guarantee
agreement or similar agreements with the guarantor of this Contract
regarding the guarantee obligation, such agreement will not damage any
right of Party A under this
Contract.
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(4)
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Party
B shall obtain the prior consent of Party A if any situation that may
affect the financial status and performance capability of Party B and the
guarantor occurs, including, but not limited to spin-off, merger
(acquisition), joint corporation, joint venture, cooperation, contracting,
restructuring, reform, pre IPO in any manner, or changing the mode of
business operation, reducing registered capital, major asset or equity
transfer, accepting big loan, equity or debt financing directly through
direct financing market, or establishing new material debt on the mortgage
property.
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(5)
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Party
B shall promptly inform Party A in writing if any situation that may
affect the financial status and performance capability of Party B and the
guarantor comes out, including, but not limited to the seizure of the
guarantee, close down, stopping business, dissolution, revocation,
bankruptcy (applied by Party B or others), getting involved in major
litigation or arbitration, or the person in charge is suspected of being
involved in illegal acts and crimes, or the difficulty in operation and
the badness of financing status, or any event of default of Party B in
other contracts;
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(6)
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Party
B ensures that the its operation and relevant activities comply with
relevant regulations, including but not limited to industry policy,
financial and tax policy, market access, environmental protection
assessment, saving energy and reducing emissions, energy use and pollution
control, resource utilization, land and city layout, labor
safety. If Party B contravenes the regulations or the risk
comes out, Party B agrees that Party A is entitled to take measures
including but not limited to stopping issuing new loan, collecting loan in
advance, depositing mortgaged or pledged assets, or requesting Party B to
increase the responsible insurance related to energy use or
pollution.
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(7)
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The
repayment by Party B to Party A has priority over the loans provided by
the shareholders of Party B, and has no less priority than similar debts
owed to other creditor.
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(8)
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If
the net profit after tax in relevant fiscal year is zero or below, or the
profit after tax is not enough to make up the accumulated losses in the
previous fiscal years, or the benefit before tax is not used to repay the
payable principal, interest and expenses of Party B in a certain fiscal
year, or the benefit before tax is not enough to pay the payable
principal, interest and expenses in the following period, Party B shall
not distribute any bonus or dividends to its
shareholders;
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(9)
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Party
B will not dispose its asset by reducing its repayment capacity, and Party
B undertakes that the total amount and each single amount of its external
guarantee will not exceed the limit as prescribed in the its articles of
association.
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(10)
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Party
B warrants to repay the principal and interest on time, bear all the
expenses related to the execution, performance and dispute resolution
under this Contract, including but not limited to notarial fees,
evaluation fees, attorney fees, and the litigation fee, enforcement fee,
and attorney agency fees for Party A to get the debt
paid.
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3.
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Authorization
of Party B
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(1)
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Party
B authorizes Party A to submit the credit information of Party B in the
loan period to the Credit Reference Centre of the People's Bank of China
(or other statutory finance regulatory organization) and inquire the
credit information at any time with such organization and use the credit
information of Party B.
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(2)
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For
the payable principal, interest, default interest, compound interest,
penalty and all other incidental expenses under this Contract, Party B
authorizes Party A to transfer and deduct such money from any bank account
of Party B opened with Party A and other affiliates of Party A without
prior consent of Party B. In case the currency of the account
is different with the currency used in certain credit services under this
Contract while Party A directly transfer and deduct the money according to
this Contract, if the currency used in certain credit service is foreign
currency, such amount shall be converted and calculated according to the
currency selling rate published by Party A on that date; if the currency
used in certain credit service is Renminbi, such amount shall be converted
and calculated according to the currency buying rate displayed by Party A
on that date.
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Part
IV Default Responsibility Provisions
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Article
9
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Default
and Disposal
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1.
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Anticipatory
breach and disposal
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If Party
A has reliable evidence to prove that Party B has one of the following
situations before issuing the credit under this Contract, Party A can suspend
performing its obligations:
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(1)
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The
condition of business of Party B is seriously
worsen;
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(2)
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Party
B transfer its asset or withdraw its capital in order to evade
debt;
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(3)
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Party
B loses its business reputation;
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(4)
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Other
situations that Party B loses or may lose its capacity to fulfill its
obligation on the debt.
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If Party
B fails to resume its performance capacity and fails provide proper guarantee
accepted by Party A within 30 days after Party A suspend its performance, Party
A is entitled to terminate this Contract.
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2.
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Event
of default and disposal
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(1)
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Any
of following conditions constitutes or is deemed as an event of default of
Party B under this Contract:
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(a)
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Party
B does not fulfill the debt payment and repayment obligations agreed in
this Contract to Party A;
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(b)
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Party
B uses the principal not for the agreed purpose in this
Contract;
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(c)
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Any
representation of Party B in this Contract is fraudulent, or Party B
contravenes its undertaking in this
Contract;
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(d)
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The
occurrence of the situation provided in Article 8, section 2 herein which
may affect the financial status and performance capability of Party A and
the guarantor as deemed by Party A, and Party B fails to provide new
guarantee or change the guarantor;
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(e)
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Party
B contravenes other provisions related to the rights and obligations of
the parties in this Contract;
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(f)
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Any
event of default under other contracts between Party B and Party A or any
other affiliates of Guangdong Development Bank Co., Ltd.
occurs;
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(g)
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The
guarantor contravenes the provisions under guarantee contract, or any
event of default under other contracts with Party A or any other
affiliates of Guangdong Development Bank Co., Ltd.
occurs;
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(h)
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Party
B close down its business, or any dissolution, revocation, or bankruptcy
of Party B.
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(2)
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If
any event of default provided in the above section occurs, Party B is
entitled to take the following measures, separately or together as the
case may be:
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(a)
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Request
Party B or the guarantor to correct their default actions within a
definite time limit;
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(b)
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Partly
or fully reduce, suspend, or stop the credit limit of Party
B;
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(c)
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Partly
or fully suspend, or stop accepting the disbursement application of Party
B under this Contract or other contracts between Party A and Party B,
partly of fully suspend or stop issuing the un-issued loans or conducting
the unfinished trade financing;
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(d)
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Declare
part or full of the outstanding principal, interest and other amount of
the loan / trade financing amount under this Contract and other contracts
between Party A and Party B becoming due and payable
immediately.
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(e)
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Terminate
or cancel this Contract, partly or fully terminate or cancel other
contracts between Party A and Party
B;
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(f)
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Request
Party B to compensate all the damages imposed to Party A caused by the
default of Party B;
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(g)
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Only
with prior or afterwards notice, transfer and deduct the money in the
accounts of Party B opened with Party A and other affiliates of Guangdong
Development Bank Co., Ltd. to repay part or the entire debt owed by Party
B to Party A under this Contract. The undue amount in such
accounts will be deemed to be due in advance. In case the
currency in such accounts is different with the currency used in certain
credit services under this Contract, if the currency used in certain
credit service is foreign currency, such amount shall be converted and
calculated according to the currency selling rate published by Party A on
the date Party A transferring the money; if the currency used in certain
credit service is RMB, such amount shall be converted and calculated
according to the currency buying rate published by Party A on the date
Party A transferring the money.
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(h)
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Execute
the security interest;
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(i)
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Request
the guarantor to assume the guarantee
liability;
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(j)
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Adopt
a stricter management measure or method; list the affiliated parties of
Party B as key supervising targets; list Party B in the blacklist and
submit it to regulatory authorities and credit reference
authorities;
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(k)
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Other
measures that Party A deems necessary and
possible;
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3.
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If
the national credit loan policy changes after the execution of this
Contract which makes Party A fail to perform this Contract, such failure
will not be deemed as a default of Party
A.
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Part
V Other Agreed Provisions
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Article
10
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Effectiveness,
Amendment, Cancellation and Termination of this
Contract
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1.
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This
contract comes into effect on the date it is duly signed and stamped by
the parties (on the completion date of registration of mortgage / pledge
if necessary), and expires on the date all the principal, interest,
compound interest, default interest, and other incidental expenses under
this Contract are fully repaid.
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2.
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If
Party B requires extending the period of loan, Party B shall submit a
written application to Party A within 20 days before the expiration date
of the loan under this Contract. Subject to the approval of
Party A (in the case of guarantor, the written consent of guarantor for
providing guarantee shall be obtained; property registration of mortgage /
pledge shall be completed if necessary), and after the parties enter into
an extending agreement, the period of loan under this Contract will be
duly extended; this loan agreement shall be performed continuously before
the parties enter into such extending
agreement.
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3.
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If
any provision or any part of a provision of this Contract is confirmed to
be invalid, such provision or such part of the provision shall not affect
the validity of this Contract, the remaining provisions of this Contract
or the remaining part of such
provision.
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4.
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After
the contract comes into effect, unless otherwise stipulated in this
Contract, this Contract shall not be amended or terminated in advance by
any of the parties. If this Contract shall be amended or
terminated, the parties shall reach consensus through consultation and
enter into a written agreement. This contract shall remain in
force before such written agreement is entered
into.
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Article
11
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Notarization
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If any of
the parties requires for notarization, this Contract shall be notarized by
notary public office approved by relevant authorities of the country, the
expenses for notarization shall be assumed by Party B.
Party A
and Party B agree and confirm that if this Contract is notarized by notary
public office as an enforceable document of creditor’s right, and if party B
fails to repay on time the principal, interest, and other expenses owed to Party
A under this Contract, or Party B violets its obligations under this Contract,
Party A is entitled to apply to court of jurisdiction to enforce this Contract,
Party B agrees to accept the enforcement unconditionally and duly waive its
right of defense.
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Article
12
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Special
Reminder by Party A
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Party A
has duly reminded Party B the provisions exempting and limiting of liability of
Party A, and has fully explained relevant provisions as required by Party B,
both Party A and Party B has the same understanding on all the articles of this
Contract.
Part
VI Specific Filled Provisions
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Article
13
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Credit
Limit
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1.
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Party
A will provide the credit limit to Party B according to the SECOND method
as follows:
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(1)
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The
maximum limit of the credit limit (including guarantee money) is / (in capital)
in / currency.
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(2)
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The
exposure maximum limit of the credit limit (excluding guarantee money) is
Sixty Million
Only (in capital) in RMB.
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2.
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Party
B can use other currencies in specific services. If Party B
uses other currency, it shall be converted and calculated into the
currency provided in this Contract based on the mean price published by
Party A on that date.
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3.
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Within
the period of the General Credit Limit, Party A agrees to take the FIRST
method as follows to the General Credit Limit that has been repaid by
Party B. The unused General Credit Limit will be cancelled
automatically after the expiration of the using
period.
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(1)
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It
can be used circularly. Within the agreed General Credit Limit,
Party A will renew relevant limit for Party B for the General Credit Limit
that has been repaid by Party B during such period of General Credit
Limit, Party B can use the limit again during the period of General Credit
Limit.
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(2)
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It
cannot be used circularly. Within the agreed General Credit
Limit, Party A will not renew relevant limit for Party B for the General
Credit Limit that has been repaid by Party B during such period of General
Credit Limit, Party B cannot use the limit again during the period of
General Credit Limit.
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Article
14
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Period
of Credit Limit
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The term
for this General Credit Limit is / years and / months, commencing
on /, to / .
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Article
15
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Interest
Rate and Calculation Method for
Loan
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1.
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Interest
rate for loan.
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RMB
loan
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(1)
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Through
negotiations, Party A and Party B chose the FIRST interest rate for loan
as follows:
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(a)
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Fixed
interest rate. The interest rate shall be the benchmark lending
rate issued by People's Bank of China for relevant amount of loan on the
actual disbursing date □plus / □minus /
%. The interest rate in the period of contract will not
change.
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(b)
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Floating
interest rate. The interest rate for first period shall be the
benchmark lending rate issued by People's Bank of China for relevant
amount of loan on the actual disbursing date □plus / □minus / %. The
floating method is as follows /
:
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A.
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If
the official interest rate is adjusted during the period of loan, the
interest rate of RMB loan under this Contract shall be adjusted according
to the benchmark lending rate issued by People's Bank of China for same
period and similar amount and based on the floating method agreed in the
interest rate for the first period on that date / the
following months / the following quarter / the
following year, as the applicable rate for the next floating
period.
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B.
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The
interest rate shall be adjusted every / month(s)
from the value date of the loan. The adjusting date shall be
the corresponding date of the value date in the adjusting
month. If no corresponding date is applied in such month, the
last date of that month shall be the adjusting date. After the
expiration of each floating period, the new interest rate shall be the
benchmark lending rate issued by People's Bank of China for same period
and similar amount / (floating
scope). The actual adjusted interest rate shall be informed by
Party A to Party B as the applicable interest rate of the following
floating period.
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C.
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Other
:
______________________/___________________________
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____________________________________________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________________________________________
_________________________________________________
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(2)
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Calculation
of interest rate.
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The
interest rate shall be calculated from the value date on the basis of actual
loan amount and actual days lapsed.
The
formula of the interest calculation is: interest = principal × actual days
lapsed × daily interest rate.
The
conversion formula is: daily interest rate = annual interest rate / basic
days. The basic days shall be 360 days a year.
□Foreign
Loan
Through
negotiations, Party A and Party B chose the FIRST interest rate for loan as
follows:
(a) Fixed
interest rate: the agreed annual interest is
/ %, and shall remain the same within the validity
period hereof.
(b) Fixed
interest rate: the agreed annual interest is the market benchmark interest
applicable for one month from the value date □Plus / % □Minus / %. The
agreed annual interest shall remain the same within the validity period
hereof.
(c)
Floating interest rate: the agreed annual interest is the market benchmark
interest applicable for one month from the value date □Plus / %
□Minus
/ %; however, the agreed annual interest shall be
adjusted per /
months; Party A shall inform the new interest rate to Party B in a
written form.
The
Interest Adjustment Date shall be the corresponding date in the current month to
the date on which the interest rate is initially determined. In case there is no
corresponding date in the current month, then the last date of the current month
shall be considered as the Interest Adjustment Date.
The
Market Benchmark Interest Rate shall be the rate (Libor or Hibor) published by
Reuters on the value date hereof or the Interest Adjustment Date.
(2)
Calculation of interest
The
interest rate shall be calculated from the value date on the basis of actual
loan amount and actual days lapsed. Floating interest loan is
calculated by separate periods in floating period of the loan
period.
The
formula of the interest calculation is: interest = principal × actual days
lapsed × daily interest rate.
The
conversion formula is: daily interest rate = annual interest rate / basic
days. Calculation of basic number of days replies upon international
common practice.
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2.
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Interest
Settlement Method
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(1)
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Party
B shall pay the interest with the SECOND method as
follows:
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(a)
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Pay
the principal and all interest in a lump sum on the expiration
date;
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(b)
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Pay
the interest by month, the 20th
day of each month is the interest settlement date, and the 21st
day of each month is the interest payment
date.
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(c)
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Pay
the interest by quarter, the 20th
day of the last month of each quarter is the interest settlement date, and
the 21st
day of the last month of each quarter is the interest payment
date.
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(d)
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Others
_______________________/________________________
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(2)
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If
the last repayment date for principal is not the interest payment date,
such last repayment date shall be the interest payment date, and Party B
shall pay off all the payable interest. If the loan expires,
all the principal and interest shall be paid off together. In
case the expiration date is official holiday or sabbatical day, if the
loan is repaid on the last business day before the official holiday or
sabbatical day, the interest rate shall be paid based on the interest rate
provided in the contract, but the corresponding interest for the days
between the payment date and expiration date shall be deducted on the
basis of the interest rate provided in the contract; if the loan is repaid
on the following business day after the official holiday or sabbatical
day, the corresponding interest for the days between the payment date and
expiration date shall be added on the basis of the interest rate provided
in the contract; if the loan is not repaid on the following business day
after the official holiday or sabbatical day, the interest for overdue
loan shall be calculated and collected from that
day.
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3.
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Default
interest and compound interest
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(1)
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If
Party B does not repay the loan according to agreed period, Party A may
calculate and collect the interest from the expiration date to the date
that the principal and interest are paid off, on the basis of the default
interest rate for overdue loan. The default interest rate for
overdue loan is the interest rate for loan as provided in section 1 of
this Article 15 plus 50%.
|
|
(2)
|
If
Party B does not use the loan for the agreed purpose, for the
appropriation part, Party A may calculate and collect the interest from
the appropriation date to the date that the principal and interest are
paid off, on the basis of the default interest rate for
appropriation.
|
The
default interest rate for appropriation is the interest rate as provided in
section 1of this Article 15 plus 100%.
|
(3)
|
For
overdue and appropriated loan, the interest rate is equal to the default
interest rate for appropriation.
|
|
(4)
|
For
the interest that Party B fails to pay on time, with the interest
settlement method provided in section 2 of this Article 15, the interest
rate for compound interest during the period of loan shall be the interest
provided in section 1 of this article; the interest rate for compound
interest for the overdue period shall be the default interest rate
provided in this section.
|
|
(5)
|
In
case of the interest rate adjustment provided in the contact, the default
interest and compound interest shall be calculated and collected from the
adjustment day based on each
period.
|
|
4.
|
Others
|
During
the term of this Contract, if the government controls or intervenes in the
interest rate for loan, the method to determine the benchmark interest rate, the
method to calculate or settle the interest, and etc., and as a result the
interest rate or settlement method must be adjusted, Party A may amend the
provisions of this Contract according to the latest regulations of the
government without the prior consent of Party B.
|
Article
16
|
Guarantee
Methods and Guarantee Contract
|
The
guarantee provided for the loan under this Contract is: the maximum amount
guarantee / guarantee for certain service / other guarantee. The
guarantors assume the guarantee liability under this Contract and the guarantee
contracts.
□Under
maximum amount guarantee, Party A and the guarantees enter into the following
maximum amount guarantee contracts:
|
1.
|
The
guarantor Anyang Chengchen Coking Co., Ltd. and Party A entered into a
Maximum Amount Guarantee Contract on July 6, 2009, with the reference No.
13108109Z022-01.
|
|
2.
|
The
guarantor Hunan Anyang Hubo Cement Co., Ltd. and Party A entered into a
Maximum Amount Guarantee Contract on July 6, 2009, with the reference No.
13108109Z022-02.
|
|
3.
|
The
guarantor Henan Shuncheng Group Coal Coke Co., Ltd. and Party A entered
into a Maximum Amount Mortgage Contract on July 6, 2009, with the
reference No. 13108109Z022-03.
|
|
4.
|
The
guarantor Xxxx Xxxxxxx and Party A entered into a Maximum Guarantee
Contract on July 6, 2009, with the reference No.
13108109Z022-04.
|
|
5.
|
The
guarantor Wang Xinshun and Party A entered into a Maximum Amount Guarantee
Contract on July 6, 2009, with the reference No.
13108109Z022-05.
|
|
6.
|
The
guarantor Xxxxx Xxxxxxxx and Party A entered into a Maximum Guarantee
Contract on July 6, 2009, with the reference No.
13108109Z022-06.
|
□Guarantee
for certain service
|
1.
|
Party
B provides guarantee money for the bank acceptance draft limit as provided
in Article 22 in this Contract. The guarantee money shall be
paid by the SECOND method as
follows:
|
|
(1)
|
Party
B authorizes Party A to transfer the proportion of guarantee money from
any bank account of Party B as performance bond on letter of credit (RMB
or equivalent foreign currency) as agreed in the provisions of specific
types of credit, such guarantee money shall be deposited into a guarantee
money account, the information of guarantee money account
is:
|
Opening
Bank: /
Account
Name: /
Account
No: /
|
(2)
|
Party
B shall deposit the guarantee money into its guarantee money account
opened with Party A as agreed in the provisions of specific types of
credit, the information of guarantee money account
is:
|
Opening
Bank: Anyang Branch of Guangdong Development Bank Co., Ltd.,
Account
Name: Henan Shuncheng Group Coal Coke Co., Ltd.
Account
No:
|
2.
|
Party
B provides export tax refund pledge for the /
as provided in article 22 in this Contract. The special account
of Party B for export tax refund must be opened in Party A and Party B
undertakes that such account is the sole account specially opened for RMB
export tax refund confirmed and stamped by the local tax authority of the
exporting enterprise, with the bank account / . Party
B agrees that Party A is entrusted to manage such account from the
disbursement date of loan to the day when the loan is paid
off. Party B undertakes that the tax refund is a guarantee for
the repayment of the loan. Party B warrants the export tax
refund special account will not be changed before all the loans under this
Contract are fully repaid. Party B shall not transfer the money
in such account without the consent of Party A. Party A has
priority to get paid from the tax refund in the pledged
account.
|
|
3.
|
The
guarantor /
and Party A entered into a/an /
(name of guarantee contract) on / ,
/ ,
with the reference No. / ,
providing guarantee for /
(type of specific credit) as provided in article 22 in this
Contract.
|
|
4.
|
The
guarantor /
and Party A entered into a/an /
(name of guarantee contract) on / ,
/ ,
with the reference No. / ,
providing guarantee for /
(type of specific credit) as provided in article 22 in this
Contract.
|
|
5.
|
The
guarantor /
and Party A entered into a/an /
(name of guarantee contract) on / ,
/ ,
with the reference No. / ,
providing guarantee for /
(type of specific credit) as provided in article 22 in this
Contract.
|
□
(Other guarantee method) /
Article
17 □Renewal of Credit Limit (this article is
optional, write √ in □ if it is applicable, write × in □ if it is not
applicable)
|
1.
|
The
"Renewal of Credit Limit" means, no matter whether the original credit
contract is different with this Contract on interest rate and other
respects or not, the unsettled credit exposure of Party A under the General Credit Limit
Contract with the contract No. 13108108Z038
(the original credit contract) will take the same limit of the credit
limit exposure under this Contract and will be guaranteed by the guarantee
contract under this Contract and it will not cause any waiving or reducing
the right under original contract. Party A will only issue the
credit based on the remained limit after deducting the used limit under
original contract.
|
|
2.
|
Party
A is entitled to decide whether to renew the credit limit and the amount
and period for credit limit renewal under this
Contract.
|
Article 18
□
Disclosure of the Internal Affiliated Transaction of the Group of Party B (this
article is optional, write √ in □ if it is applicable, write × in □ if it is not
applicable)
Party B
is a group client belongs to Party A according to Credit Service Risk Guidelines
for Group Client of Commercial Bank. Party B shall promptly report
Party A with any affiliated transaction over 10% of its net asset, including the
affiliate relationship of the parties, transaction project, the natural of
transaction, amount of transaction or relevant proportion, and the pricing
policy (including the transactions that are not involved with any amount or with
a token amount only).
If any of
the following situations occurs with Party B, Party A is entitled to decide by
its own to stop paying the unused loan of Party B and collect part or all
principal and interests in advance: discount for cash or pledge receivable note,
receivable payment or other creditor's rights without true transaction
background to bank, in order to obtain the capital or credit of bank; major
merger, acquisition, restructuring which may affect the safety of the loan as
deemed by Party A; conduct affiliate transaction to evade the creditor's right
of bank; other situations provided in article 18 of the Guidelines.
|
Article
19
|
Applicable
Law and Dispute Resolution
|
|
1.
|
This
Contract shall be governed by the laws of People’s Republic of
China.
|
|
2.
|
Any
dispute arising from the performance of this Contract shall first be
settled through negotiations. If the parties cannot reach a
settlement through negotiations, the FIRST method of the following shall
be used to solve the dispute:
|
|
(1)
|
submits
the dispute or applies enforcement to local court where Party A
domiciles;
|
|
(2)
|
Submit
the dispute or apply enforcement to court of
jurisdiction;
|
|
(3)
|
Arbitration. Submitting
the dispute to China International Economic and Trade Arbitration
Commission and settle in accordance with financial dispute arbitration
rule.
|
|
(4)
|
Other: / .
|
In the
course of dispute resolution, if the dispute does not affect the performance of
remained articles in this Contract, the remained articles shall be performed
continuously.
Article
20 Supplementary Articles
|
|
1.
|
The
following annexes and other annexes as confirmed by both parties
constitute an integral part of this Contract and have the same legal
effect with this Contract:
|
|
|
(1)
|
Disbursement
Application (form);
|
|
|
(2)
|
Loan
note or other certificate of
indebtedness;
|
|
|
(3)
|
Guarantee
contract, notice of repayment;
|
|
|
(4)
|
/ .
|
|
|
2.
|
Party
B confirms that the address below shall be used by Party A to send
notices, letters and other materials to Party
B:
|
Address:
Tongye Town, Anyang County; Post code: 455131
Attention:
Wang Xinshun;
Telephone:
0000-0000000
If such
address changes after the confirmation by Party B, Party B shall inform in
written form such change to Party A within 5 days after the change; otherwise
Party A will send the notices, letters and other materials to the confirmed
address above, which shall be deemed as if it has been delivered. Any
notice, request or other communications, including but not limited to telex,
telegraph, fax or other materials, once it is sent out shall be deemed as if it
has been delivered.
|
|
3.
|
If
for relevant business need, Party A needs to entrust Guangdong Development
Bank Co., Ltd. or other organization to perform its rights and obligations
under this Contract, or allocate the loan service to Guangdong Development
Bank Co., Ltd. or other organization for management, Party B hereby
approves as described above. Guangdong Development Bank Co.,
Ltd. or other organization which is entrusted by Party A or carries on the
loan service under this Contract is entitled to perform all the rights and
obligation under this Contract, bring to court, submit to arbitration, or
apply for enforcement in its own name for any dispute under this
Contract.
|
|
|
4.
|
The
transactor of Party A under this Contract is : Sun Jianyi, telephone: 0372
– 0000000
|
The
transactor of Party B under this Contract is: Yu Hailin, telephone: 0372 –
0000000.
|
|
5.
|
This
contract is in duplicates, Party A keeps one, and Party B keeps one, the
relevant registration authority keeps / . Each
one shall have the same legal
effect.
|
|
Article
21
|
Other
Terms
|
/
/
/
/
Article
22 Specific Credit Type and Specific
Provisions (note: it shall be filled based on truth, the articles which are not
applicable shall be deleted and the revised content shall be listed as
annex)
The
credit types under this Contract are as follows:
|
No.
|
Item
|
No.
|
Item
|
||||||
|
Liquid
capital loan limit
|
¨
|
Import
xxxx advance limit
|
¨
|
||||||
|
Bank
acceptance draft limit
|
¨
|
Packing
credit limit
|
¨
|
||||||
|
Discount
of commercial draft limit
|
¨
|
Export
tax refund limit
|
¨
|
||||||
|
Over
draft of legal person limit
|
¨
|
Xxxx
advance limit under export credit insurance
|
¨
|
||||||
|
Issuing
letter of guarantee limit
|
¨
|
Export
factoring financing limit
|
¨
|
||||||
|
Opening
letter of credit for import limit
|
¨
|
Xxxx
purchased limit
|
¨
|
||||||
|
Disbursement
Guarantee limit
|
¨
|
Domestic
factoring financing limit
|
¨
|
The above
limit □ can be adjusted with each other □ cannot be adjusted with each
other
(√)
Liquid Capital Loan Limit
|
1.
|
The
maximum limit of liquid capital loan limit is RMB Sixty Million
Yuan. Such limit □can / □ cannot be used
circularly.
|
|
2.
|
The
loan period for specific liquid capital loan is in accordance with the
actual starting date and expiration date recorded in loan note or other
certificate of indebtedness, the period for each liquid capital loan shall
not exceed 12 months.
|
|
3.
|
Purpose
of loan: Operation circulating
capital.
|
|
4.
|
Within
the maximum limit of liquid capital loan amount provided in this part,
relevant business need, Party B can apply to use the credit limit
reasonably. Upon the "loan note", other certificate of
indebtedness, and "application for usage of credit limit" issued by Party
B, Party A shall first check whether the credit limit applied by Party B
comply the provisions in this Contract, then transfer the capital under
such credit limit into the balance account of Party
B.
|
(√) Bank
Acceptance Draft Limit
|
1.
|
The
maximum limit of liquid capital loan limit is the FIRST type as
follows:
|
|
(1)
|
The
maximum limit (including guarantee money) is RMB One Hundred and Twenty
Million Yuan.
|
|
(2)
|
The
Exposure Maximum Limit for credit limit is _/__ (currency) ___/___
(amount, in capital)
|
Such
limit □can / □ cannot be used circularly.
|
2.
|
The
period for each bank acceptance draft shall not exceed six months; the
actual period shall be in accordance with the period provided in "bank
acceptance draft ".
|
|
3.
|
The
bank acceptance draft shall be used only for real trading of Party B;
otherwise it shall be considered as an appropriation or dishonestly
acquisition of the credit from Party A. Party B shall fully
compensate Party A with its damages caused by the appropriation or
dishonestly acquisition of the credit of Party A by Party B or the
improper purpose.
|
|
4.
|
Within
the maximum limit of bank acceptance draft of this section, Party B shall
submit Party A with written application, list including the information of
full name of the payee, opening bank and account number of the payee,
amount of draft, issuing date of draft, expiration date of draft and
specific purpose, and relevant merchandise transaction contract for each
application for acceptance.
|
|
5.
|
Party
B shall submit and deposit guarantee money equal to 50% of the amount in
draft before acceptance. Party A will charge 0.05% of the
amount in draft in one lump sum as handling
fee.
|
|
6.
|
Not
matter whether the parties of the transactions related to drafts have any
dispute or may have any dispute, Party B must deposit the amount of such
draft and the handling fee in full into the "drawer account number"
provided in such draft or other account accepted by Party A; and to place
in as the capital of entrusting Party A to pay the amount, otherwise it
will be deemed as a default of Party
B;
|
|
7.
|
If
Party B fails to deposit the amount in full and on time, as a result Party
A paid the capital, the payment of Party A shall be converted into overdue
loans owed by Party B to Party A, Party A may charge an interest with the
daily interest rate of 0.05% and a compound interest for the overdue
interest on daily basis, and Party A is entitled to transfer such amount
from the bank account of Party B to repay such loans and
interests.
|
Signature
/ Stamp of the parties:
Party A
(Stamp)
Legal
Representative (Responsible Person)
or
Entrusted Agent
July 6,
2009 /s/ Xxxx
Xxxxxxx
Party B
(stamp)
Legal
Representative (Responsible Person)
or
Entrusted Agent
July 6,
2009 /s/ Wang
Xinshun
