ENTRUSTMENT LOAN AGREEMENT Serial No. Xing Yin Shen Tian An Wei Jie Zi (2010) No. 0005
Exhibit 4.5.4
English Translation of Chinese Original
Serial No. Xing Xxx Xxxx Tian An Xxx Xxx Zi (2010) No. 0005
Entrusting Party: Shenzhen Nepstar Pharmaceutical Co., Ltd.
Mail Address: Xxxxxxxx Xxxxxxxx X-00X, Xxxxxxx Xxxxxxxx, Xxxxxxxx
Mail Code: Contact Tel.:
Mail Address: Xxxxxxxx Xxxxxxxx X-00X, Xxxxxxx Xxxxxxxx, Xxxxxxxx
Mail Code: Contact Tel.:
Lender: Shenzhen Tian’an Branch of Industrial Bank Co., Ltd.
Mail Address: Building A, Tian’an Innovation Technology Square, Chegongmiao, Futian District, Shenzhen
Mail Code: 518040 Contact Tel.: 00000000
Mail Address: Building A, Tian’an Innovation Technology Square, Chegongmiao, Futian District, Shenzhen
Mail Code: 518040 Contact Tel.: 00000000
Borrower: Shenzhen Nepstar Management Consulting Co., Ltd.
Mail Address: Xxxxxxxx Xxxxxxxx X-00X, Xxxxxxx Xxxxxxxx, Xxxxxxxx
Mail Code: Contact Tel.:
Mail Address: Xxxxxxxx Xxxxxxxx X-00X, Xxxxxxx Xxxxxxxx, Xxxxxxxx
Mail Code: Contact Tel.:
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) 22,817,515.
3. USAGE OF LOAN
This Entrustment Loan is intended to be used as working capital.
4. TERM OF LOAN
| (1) | The term of the loan is from June 25, 2010 to June 25, 2011. | ||
| (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 _____, _____;
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 the following: |
a) by installments on the following dates: [not applicable]
RMB
_____
on
_____,
_____; RMB
_____
on
_____,
_____;
RMB _____ on _____, _____; RMB _____ on _____, _____;
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.
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(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 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 % 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.
(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
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 % higher than the interest rate of the loan; or
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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.
(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.
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(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.
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13. COPIES
This Agreement is executed with three originals. Each party has one original. The duplicates may be
created if necessary.
14. SUPPLEMENTARY PROVISIONS
[None]
ENTRUSTING PARTY:
Seal: /s/ Shenzhen Nepstar Pharmaceutical Co., Ltd.
Signature of Representative: /s/ Xxxxx Xxxxx
June 25, 2010
LENDER:
Seal: /s/ Shenzhen Branch of Industrial Bank Co., Ltd.
Signature of Representative: /s/ Pinghong Dong
June 25, 2010
BORROWER:
Seal: /s/ Shenzhen Nepstar Management Consulting Co., Ltd.
Signature of Representative: /s/ Feng Tu
June 25, 2010
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