Contract
Exhibit 10.45
10.45 Loan Agreement between Shandong Xiangrui and Bank of
Communications, Tai’an Branch, dated August 23, 2011, for XXX 0 million
[English Translation of Summary]
Communications, Tai’an Branch, dated August 23, 2011, for XXX 0 million
[English Translation of Summary]
• | Main contents: |
• | Contract No.: S379110M120110186785 |
• | Borrower: Shandong Xiangrui Pharmacy Co., Ltd. |
• | Lender: Bank of Communications, Tai’an Branch |
• | Loan Amount (RMB): XXX 0 million |
• | Purpose of the Loan: purchase of goods |
• | Contract Term: August 23, 2011 to August 23, 2012 |
• | Interest Rate: |
• | The annual interest rate is 30% above the benchmark
interest rate at the day of the loan delivery; |
• | Penalty interest rate for delayed repayment: annual
interest rate plus 50%; |
• | Penalty interest rate for embezzlement of loan proceeds:
annual interest rate × 2; |
• | Rights and Obligations of the Lender: |
• | Lender is entitled to principal and interests according
to the agreement. |
• | Lender is entitled to get the information such as
Borrower’s operation, financial activities, inventory and loan usage. Lender
could require disclosure of Borrower’s financial status. |
• | Rights and Obligations of the Borrower |
• | Borrower is entitled to obtain and use the loan pursuant
to the agreement. |
• | Borrower shall return the principal on August 23, 2012
and pay the interests per month. |
• | Borrower must make the usage of the money in conformity
with the purpose of the loan contracted in the agreement. |
• | Borrower should the information such as Borrower’s
operation, financial activities, inventory and loan usage at the request of
Lender. |
• | Under the following circumstances, Borrower should notice
Lender in written 30 days in advance: (1) Borrower sells, donates, rents,
lends, transfers, mortgages, pledges or disposes whole or majority assets in
other manners; (2) Material change takes place to the organization of
Borrower. |
• | Under the following circumstances, Borrower should notice
Lender in written 7 days: (1) Borrower change articles of
associate, name, legal representative, address or business scope; (2)
Borrower apply for bankruptcy; (3)Borrower is involved in material
litigation, arbitration or its material assets are under regulated;
(4)Borrower provides guarantee to others; (5) Borrower signs material
contracts; (6) Borrower’s business license is revoked; (7) Abnormal change
to Borrower or its high lever management personnel; (8) Financial
difficulties happen to Borrower; (9) The amount of related party transaction
exceeds 10% of net asset of Borrower. |
• | When the guaranty capability of Guarantor under the
agreement or the value of any mortgaged items under the agreement get
detriment, Borrower should offer other guaranty or mortgage accepted by
Lender timely. |
• | Borrower bears the relevant fees under the agreement. |
• | Prepayment of the Loan: |
Lender’s consent should be obtained if Borrower is willing to prepay the loan. The
interest rate of prepayment shall accord with the agreement.
• | Liabilities of Breach of Contract: |
Damages, penalty interest for delayed repayment; penalty interest for embezzlement
of loan proceeds; imposition of compound interest; withdrawal of loan, prepayment of
principal and interest before maturity, attachment of assets; lawyer’s fee and
travel cost in case of litigation or arbitration due to the Company ’s breach of
contract etc.
• | Guarantee of the loan: |
The loan is secured by Guaranty Contract (Contract No.: 379110A2201100184860) and
Guaranty Contract (Contract No.: 379110A2201100184867).
• | Headlines of the articles omitted |
• | Types of the loan |
• | Clearing of the loan interest |
• | Condition precedent to the drawing of the loan |
• | Dispute settlement |
• | Miscellaneous |
• | Effectiveness |
• | Validity |
• | Attention |