Loan Contract Agricultural Bank of China
Loan
Contract
Agricultural
Bank of China
Loan
Contract
(410508101)NYJZ
(2005) No.04001
The
borrower (Full name): The Pingdingshan Pinglin Toll Road Company
Ltd.
The
loaner (Full name): Agricultural Bank of China, Xinhua District Branch,
Pingdingshan City
In
accordance with relevant Chinese laws and regulations, Party A and Party B
have
entered into this contract upon consensus through consultation.
Article
1 Loan
1.
The
loan type: long term fixed asset loans
2.
The
loan usage: Construction project of Pingdingshan-Linru Expressway
3.
The
currency and amount of loan (Capitalized): RMB 200,000,000Yuan (TWO HUNDRED
MILLION YUAN)
4.
Life
of the loan
(1)
The
life of the loan is shown in the following table.
|
Issuing
|
Expiration
|
||||||||||||||
|
Year
|
Month
|
Day
|
Amount
|
Year
|
Month
|
Day
|
Amount
|
||||||||
|
2005
|
4
|
19
|
10,000,000
|
2010
|
11
|
20
|
10,000,000
|
||||||||
|
2005
|
4
|
19
|
10,000,000
|
2011
|
11
|
20
|
10,000,000
|
||||||||
|
2005
|
4
|
19
|
10,000,000
|
2012
|
11
|
20
|
10,000,000
|
||||||||
|
2005
|
4
|
19
|
20,000,000
|
2013
|
11
|
20
|
20,000,000
|
||||||||
(The
additional attached list, due to the table columns are not enough to fill out,
is the component element of this contract)
(2)
If
the loan amount, issuing date and expiration date recorded in this contract
are
not consistent with the record of loan note, the record of loan note shall
prevail. The loan note is the component element of this contract and has the
equal lawful force with this contract.
(3)
If
the foreign exchange is used for this loan contract, the borrower should return
its interest of loan by original currency on time.
5.
Lending rate
The
lending rate of RMB can be decided by type (1)
as
follows:
(1)
Floating interest rate
The
lending rate floats upward
2.9412%
based on
the setting rate, implements the annual interest rate of 6.30%,
the
lending setting rate of less than 5 (including 5 years) years is calculated by
RMB benchmark lending rate of corresponding period published by the People’s
Bank of China; the lending setting rate of more than 5 years is calculated
by
lending ruling rate of interest of RMB plus
zero
(Capitalized)
percentage point published by the People’s Bank of China.
Six
(Capitalized)
months is one period of interest rate adjustment. If the People’s Bank of China
adjusts its RMB benchmark lending rate, from the lending corresponding day
of
the first month in the next period of interest rate adjustment, the loaner
should decide new lending rate with implementation according to benchmark
interest rate of corresponding time and level after adjusting and the above
formula mode, the borrower will not be informed further.
The
adjustment day of lending rate and lending issuing date, or the lending
corresponding day of the first month of the period are the same day, the new
implemented lending rate should be decided since the adjusting day of the
setting rate. If have no lending corresponding day, the last day of the month
is
regarded as lending corresponding day.
(2)
Fixed
interest rate
The
lending rate______
floats
(upward/downward) ______
%
based
on the setting rate, implements the annual interest rate______%
until
the lending due date. The lending setting rate of less than 5 (including 5
years) years is calculated by RMB benchmark lending rate of corresponding period
published by the People’s Bank of China; the lending setting rate of more than 5
years is calculated by RMB benchmark lending rate plus______(Capitalized)
percentage point published by the People’s Bank of China.
The
lending rate of foreign exchange can be decided by type___
as
follows:
(1)______
month/months (Capitalized)______
(LIBOR/HIBOR)
+______
% of
margin consists of the floating lending rate by ______
months
(Capitalized). LIBOR/HIBOR is an inter-bank offered rate of London or Hong
Kong
during the corresponding time limit of the first two working days published
by
Reuters.
(2)
Implement the annual interest rate______%
until
the lending due date.
(3)
Other
modes ______________________________.
6.
Interest settlement
The
interest of loan under this contract can be settled by quarter
(month
or quarter); the interest settlement date is the 20th of the last
month of
each
quarter. The borrower shall pay the interest on each settlement day. If the
repayment date for the last time of lending principal is not the interest
settlement day, the unpaid interest should be settled with the principal
repayment (day interest rate = monthly interest rate/30).
Article
2
If the
borrower fails to meet the requirements of the following conditions, the loaner
has the right to not provide the loan.
1.
The
borrower opens a
general deposit account at
the
loaner’s office.
2.
The
borrower provides related documents, materials and handles the relevant
procedures according to requirements of the loaner.
3.
If the
foreign exchange is used for loan under this contract, the borrower has already
handled the authorization, registration and other prescribed procedures in
term
of pertinent regulations.
4.
If the
loan has mortgage and guarantee of pledge under this contract, relevant legal
procedures for registration and/or insurance etc. have already been handled
by
the requirements of the loaner, and this guarantee and insurance are constantly
valid. If the loan has guarantee under this contract, it can ensure that the
contract has already been signed and coming into force.
Article
3
The
Rights and Obligations of the Loaner
1.
The
loaner has the right to know the production operation, financing activities,
goods storage and loan usage of the borrower, and require the borrower to
present the documents such as financial reports, materials and information
on
schedule.
2.
The
loaner has the unfavorable actions or situations which includes but not limit
to
the seventh, eighth and tenth items of Article 4 in this contract, the loaner
may withhold funding and withdraw the loan in advance.
3.
If the
principal, interest, default interest, compound interest and other expenses
payable of the borrower are withdrew or withdrew in advance stipulated in this
contract, the loaner can directly transfer fund from any account of the
borrower.
4.
The
repaid funds of the loaner is not enough to pay off funds payable under this
contract, the loaner can use the fund to return principal, interest, default
interest, compound interest or other expenses.
5.
If the
loaner hasn’t fulfilled its repayment, the loaner can disclose the default
actions of borrower to the public.
6.
The
loaner must timely pay the loan in full to the borrower stipulated in this
contract.
Article
4 The
rights and obligations of the borrower
1.
The
borrower has the right to obtain and use the loan according to provisions of
this contract.
2.
Handle
the current settlements and deposit related to the loan under this contract
through the account agreed in article 2.
3.
If the
foreign exchange is used for loan under this contract, the borrower shall handle
the authorization, registration and other prescribed procedures related to
this
loan according to relevant regulations.
4.
The
principal and interest of the loan shall be repaid on time. If the borrower
needs to extend the period of repayment, the borrower shall present an
application in written form to the loaner within the 15 days before the due
date
of the loan and sign the extending contract of the loan through the agreement
of
the loan.
5.
The
borrower shall use the loan as agreed in the contract, shall not unwarrantedly
use or divert the loan.
6.
The
loaner should provide authentic, integrate and valid financial reports or other
related materials and information to the loaner by month, and positively
cooperate with the loaner, checking the production operation, financing
activities and usage of loan.
7.
If the
borrower implements a series of actions such as contract, lease, transformation
in line with stock system, affiliation, combination, merger, split, joint
investment, assets assignment, application for stop doing business for internal
rectification, application for dissolution and bankruptcy, and other actions
which will cause the changes to the relationship between the obligatory right
and debt or affect the realization of the creditor's rights of loaner, it should
present a written notice to the loaner and gain the agreement of the loaner,
and
also implement the responsibility of settlement or paying off debts in advance,
otherwise it cannot implement the above actions.
8.
Except
the above stated actions, if the borrower has a series of other serious
unfavorable situations on repayment under this contract such as suspend
production, go out of business, cancel the registration, its business license
is
revoked, whose legal representative or chief executive officer engage illegal
activities, has actions of big lawsuits or arbitration, its production operation
faces the serious difficulties and financial position deteriorates etc., the
borrower shall present a written notice to the loaner, and implement the
preservation measures of creditor’s rights recognized by the
loaner.
9.
The
borrower shall announce in written form in advance and get approval of the
loaner if the borrower guarantees loans to other debt or provides mortgage
and
pledge to the third person by his main property which may affect his borrowing
ability under the contract.
10.
The
borrower and its investor can not withdraw fund, transfer assets or transfer
stock randomly to avoid the debt to the loaner.
11.
The
borrower shall inform the loaner timely in written form if there are any changes
of the name, legal representative, residence, business scope, etc.
12.
If
there are situations of the guarantor such as: suspending production, going
out
of business, canceling the registration, business license is revoked, going
bankrupt and appearing loss of business etc, or losing corresponding ability
of
warrantee of this loan partly or completely, or the value of the object of
pledge, pledge and the pledge right as loan guarantee under the contract are
lost or reduced. The borrower shall provide other guarantee measures timely
approved by the loaner.
13.
The
borrower shall undertake the series fees related to the contract or the
guarantee under the contract such as: the service of the lawyer, insurance,
transportation, evaluation, registration, conservation, identification,
notarization and so on.
Article
5
Advance Repayment
If
the
borrower wants to repay the loan in advance, he shall be approved by the loaner;
if the loaner agrees, the interest of the part of the prepayment is calculated
and charged by the following two ways:
1. Calculate
and charge by the life of the loan and implement interest rate agreed in the
contract.
2. Calculate
and charge by the rate floating upward by zero percent (capitalized) on the
base
of the agreed implement interest rate agreed in the contract according to the
actual loan life.
Article
6
Liability for Breach of Contract
1. If
the
loaner didn't offer loans to the borrower on schedule according to the agreement
of the contract and cause loss to the borrower, the loaner shall pay breach
of
contract to the borrower according to amount of the breaches and the days
delayed. The calculating mode of the interest of the breach of contract is
same
as the mode of interest calculation of overdue loan in the same
period.
2. The
loaner shall charge the penalty interest floating upward 30% (in capital) on
the
base of the loan implement interest rate agreed in this contract to the overdue
loan from the beginning of the overdue days until the principal and interest
are
liquidated. During the overdue period, for the loan with Reminbi, if the
Renminbi-denominated loan rate of the People's Bank of China rises during the
same period, the fine rate will be raised correspondingly from the date when
the
ruling rate of interest adjusts.
3. If
the
borrower didn't follow the prescribed purpose to use the loan stipulated by
the
contract, the loaner can charge penalty interest of 50% (in capital)exceeding
to
the exercise interest rate prescribed in the contract to the partial breach
from
date of expiration till the principal and interest are liquidated. During the
delaying, Renminbi-denominated loan penalty interest will rise corresponding
to
the base rate rise of the People's Bank of China of the same period from the
date of base interest adjustment.
4. The
loaner shall charge compound interest to the unpaid interest payable according
to the regulations of the People's Bank of China.
5. The
loaner has right to demand the borrower to correct breach, stop to issue loans,
reclaim issued loan in advance, announce that the loan of other loan agreements
signed between the loaner and the borrower are expired instantly or take other
capital security measures if the borrower breaches obligations of the
contract.
6. The
loaner has right to stop the issue of loan, reclaim loan issued in advance
or
take other capital security measures to the borrower if any guarantor breaches
the prescribed obligations of the contract.
7. If
the
borrower breaches the contract, which rise financial claim fees from legal
action and arbitration, the borrower shall pay the corresponding attorney fees,
travel charge and other fees for financial claim.
Article
7 Loan Guarantee
The
guarantee way of the loan under the contract is Pledge
of Toll Collection Right,
the
guaranty contract shall be signed separately. If adopting the guarantee way
of
maximum amount, the guaranty contract NO. is __________________.
Article
8 Dispute Resolution
The
disputes during the performance of this contract can be settled by the two
parties through consultation, and may also be solved by the first way as
follows:
|
1.
|
Lawsuit.
Under the jurisdiction of the people’s court in the location of the
loaner.
|
|
2.
|
Arbitration.
Submit to______________________ (full name of arbitral authority)
for
arbitration according to its arbitration
rules.
|
During
the lawsuit or arbitration, the terms unrelated to the dispute shall still
be
executed.
Article
9 Other issues
1.
During the operation of the project, the proportion of the loaner in the toll
revenue shall not be less than its loan proportion in the project, and it shall
be deposited to the account of the borrower opened at the loaner.
2.
After finishing the construction of the project, the borrower shall manage
the
pledge guaranty procedures of toll collection right division approved by the
loaner according to loan share of the loaner as for the loan under the
contract.
Article
10 Effectiveness of Contract
The
contract shall become effective since being signed or sealed by both parties.
Article
11 Number of Contract Copies
There
are
four original copies of the contract, one for each party, one for the guarantor
and one for the pledge registration authority, with the same
effect.
Article
12 Notice
The
loaner has asked the borrower to get a complete and accurate understanding
about
all pre-printed articles and made corresponding explanation to the articles
according to the demand of the borrower. Both parties have the consistent
understanding of the contract.
The
borrower: The Pingdingshan Pinglin Toll Road Company Ltd. (seal)
Legal
representative or authorized agent: /s/ Xx Xxxxxx
The
loaner: Agricultural Bank of China, Xinhua District Branch of Pingdingshan
City
(seal)
Principal
or authorized agent: /s/ Authorized Person
Date
of
contract: March
19, 2005
Signed
at: Agricultural
Bank of China, Pingdingshan
branch
Supplementary
Agreement
The
borrower and the loaner reach an agreement for Article 5 “Advance Repayment”
item of the loan contract signed on Feb. 28, 2005, whose number is (410508101)
NYJZ (2005) No.02002.
1.
If
needing to repay in advance, the borrower shall inform the loaner in written
form 30 days before the scheduled repayment date; when getting repayment, the
loaner shall collect the interest to the part of advance repayment as agreed
in
the contract.
2.
This
agreement is a supplement for loan contract; other matters shall be executed
as
agreed in the loan contract except the contents specified in the agreement.
3.
This
agreement shall be valid from the date when the two parties sign and
seal.
4.
This
agreement shall have four originals and each party will have two of them with
equal legal force.
The
borrower: The Pingdingshan Pinglin Toll Road Company Ltd. (seal)
/s/ Xx
Xxxxxx
The
loaner: Agricultural Bank of China, Xinhua District Branch of Pingdingshan
City
(seal)
/s/
Authorized Person
June
7,
2005
Attached
List
|
Issuing
|
Expiration
|
||||||||||||||
|
Year
|
Month
|
Day
|
Amount
|
Year
|
Month
|
Day
|
Amount
|
||||||||
|
2005
|
4
|
19
|
20,000,000
|
2014
|
11
|
20
|
20,000,000
|
||||||||
|
2005
|
4
|
19
|
20,000,000
|
2015
|
11
|
20
|
20,000,000
|
||||||||
|
2005
|
4
|
19
|
20,000,000
|
2016
|
11
|
20
|
20,000,000
|
||||||||
|
2005
|
4
|
19
|
20,000,000
|
2017
|
11
|
20
|
20,000,000
|
||||||||
|
2005
|
4
|
19
|
30,000,000
|
2018
|
11
|
20
|
30,000,000
|
||||||||
|
2005
|
4
|
19
|
40,000,000
|
2019
|
3
|
20
|
40,000,000
|
||||||||
Notice
: This
attached list is a supplement for life of loan in the first item of Article
4 in
the loan contract, whose number is (410508101) NYJZ (2005) No.02002, and it
is
the component part of the loan contract.
The
borrower: The Pingdingshan Pinglin Toll Road Company Ltd. (seal)
Legal
representative or authorized agent: /s/ Xx Xxxxxx
The
loaner: Agricultural Bank of China, Xinhua District Branch of Pingdingshan
City
Principal
or authorized agent: /s/ Authorized Person
