PLEDGE AND LOAN AGREEMENT Contract No. 48 (Year 2009)
PLEDGE
AND LOAN AGREEMENT Contract No. 48 (Year
2009)
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LENDER:
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FOSHAN
NANHAI XX XX XXXX SHENG AQUATIC, CO LTD
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MORTGAGOR:
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XXXXX
XXX XXXXX
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BORROWER:
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FOSHAN
NANHAI AGRICULTURAL CREDIT UNION- DANZAO
BRANCH
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In
accordance with the relevant national laws and regulations, the Lender,
Mortgagor and the Borrower, following equality, voluntary participation,
fairness and the principle of good faith, entered into this contract through
consultation.
Article
1
The
borrower agrees to release the loan to the lender as follows:
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(1)
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Loan
Type: Long term loan
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(2)
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Purpose
of the loan: Purchase of fish and
feed
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(3)
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Loan
amount(Capital): RMB FIVE MILLION
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(4)
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Loan
period: 1/14/2009 to 1/14/2011
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Actual
loan date and expiry date accords with the loan receipt. Loan receipt is the
integral part of this agreement and bears the same legal effect.
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(5)
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Monthly
interest rate is 0.45%. For the contract period under one year, the fixed
interest rate applied to the loan under this contract is the Yearly RMB
benchmark interest rates available on the effective date of this contract
from the People’s Bank of China. For the loan contract period over one
year, the interest rate is adjusted effective from January 1st
for the succeeding year after the drawn down, and the interest rate is
adjusted on pro-rata basis by reference to the original interest rate for
each revisions stipulated by the People’s Bank of
China.
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Under the
contract period, whenever there is any revision in interest rate stipulated by
the People’s Bank of China, the borrower will make necessary adjustments without
notification to the guarantor and lender separately.
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(6)
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Mode
of repayment: interest payment repayable monthly; principal payment
repayable on each installments
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Article
2
The
mortgagor voluntarily pledges its security with good title, upon valuation, for
the purpose of loan financing.
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1.
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When
the borrower could not repay the loan in due time as stipulated in this
agreement, the mortgagee has the right to sell, to offer to sell in
auction or other ways, and the sales proceeds are used to repay the loan
outstanding.
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2.
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The
scope of the pledge includes the principal, interest and incidental
expenses in connection with the
loan.
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3.
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The
effect of the pledge extends to its appurtenance, accession right and
interest.
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4.
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The
period of the pledge begins from the date of pledging the security to the
date of full repayment of the all
debts.
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5.
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During
the period of the mortgage, the security as listed in the schedule of
pledge is maintained by the
mortgagor,
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6.
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The
security cannot be categorized in the scope of property under bankruptcy
within this agreement. The surplus of value of security over the repayment
of the loan, interest and all related expenses outstanding can be
classified in the scope of property under
bankruptcy.
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Article
3 Undertaking
by lender
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(1)
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punctual
payment of outstanding interest
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(2)
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the
monies are used in accordance with the contract and the purpose of the
borrowed funds cannot be changed.
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(3)
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Monthly
genuine financial statement including balance sheet and profit and loss
account, and the bank account details to be provided to the
borrower
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(4)
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Facilitate
the checking and supervision by the borrower on the status of use of loan,
and the operating and financing
activities
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(5)
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Whenever
there is guarantee to third parties by pledging the lender’s assets, there
should be notification in advance and bears no impact on the
recoverability of the loan in due
times.
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(6)
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Notification
should be made to the borrower whenever there is change in legal
representative or its residential address; place of operation or the
change in registered share capital
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(7)
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Notification
should be made to the borrower and the repayment of loan should be
executed for the following
conditions:
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Any
change in structure such as subcontracting, lease, joint venture and share
reorganization, divestment, being acquired( or merged), transfer of equity
ownership at consideration, investment etc.
Article
4 Undertaking by
mortgagor
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(1)
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The
mortgagor has right of disposition towards the security. The security is
free from any disputes, foreclosure, seizure and supervision. If the
security already leased is used for the purpose of pledge, written
notification should be made to the
mortgagee.
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(2)
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The
mortgagor has the obligation to maintain safe custody and in good shape
and condition, and to bear the cost of maintenance and
custody.
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(3)
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During
the mortgage period, consent should be sought from the mortgagee for the
transfer of rights of the security at consideration. The proceeds from the
transfer should be firstly applied to the earlier repayment of debts
outstanding or agreement of repayment schedule to be reached with the
mortgagee
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(4)
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The
security should be adequately insured. The recovery proceeds from the
insurance should be firstly applied to the repayment of debts outstanding
or agreement of repayment schedule to be reached with the
mortgagee.
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(5)
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The
mortgage is subject to the checking and supervision by
mortgagee.
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(6)
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During
the mortgage period, when the security is reconstructed or its
appurtenance is upgraded, which becomes the integral part of the security
and is therefore the subject for the purpose of the
mortgage.
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(7)
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When
there is damage to the security, the lender and the mortgagor should
provide new security within 15 days. In case that they cannot provide the
new security or new guarantor acceptable to the lender, this lender has
the right to terminate this agreement and demand earlier repayment of
outstanding debts.
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Article
5
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(1)
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Release
the fund to the borrower in specified amount and
time.
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(2)
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Maintain
safe custody of the proof of title of the security and return upon full
repayment of total debts
outstanding.
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(3)
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No
extra charges made to the lender except those stipulated in this
contact.
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(4)
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Maintain
confidentiality on the information provided by the
borrower
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Article
6
Unless
special circumstances that the borrower default in repayment on due date,
provided that the procedure of mortgage is put in place, the borrower should
apply for extension of repayment 30 days before the due date. The extension is
effective when the application is accepted and the agreement for extension is
signed by both parties. The interest rate is to be determined by the condition
of the accumulated period.
During
the extension period, the mortgagor’s obligation still exists without the
consent by the mortgagor.
Article
7
Default
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(A)
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Default
by borrower
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1.
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If
there is default in principal repayment and no grant of extension,
additional interest is levied at the 30% on the original interest
stipulated in this agreement.
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2.
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Compound
interest is calculated on the unpaid interest whenever there is default in
interest payment.
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3.
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If
there is misappropriation of borrowed fund other than the stated purpose
in this agreement, additional interest is calculated at 50% at the normal
level based on the portion of misappropriated
fund.
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4.
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Whenever
there is serious deterioration in production and operating activities or
material lawsuits having significant impact on the normal operating
conditions; default in interest payment over three consecutive months; or
violation in clause (2) to (7) contained in Article 2 in this agreement,
the lender has the right to terminate the release of remaining fund and to
demand immediate repayment of outstanding fund not yet overdue at that
time. The guarantor has to be responsible for the guarantee obligation of
earlier loan repayment.
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(B)
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Default
by lender
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1.
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In
case that the lender could not release the fund in exact amount and in
proper time, the penalty should be paid to the lender based on the overdue
interest calculated at 30% premium over the normal interest rate
stipulated in this agreement taking into the account of the unfulfilled
loan amount and overdue days.
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2.
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The
lender should be responsible to relevant department to claim the proof of
the title of security for its loss and the incidental expenses should be
borne by the lender.
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3.
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The
borrower has the right to refuse for the violation of clause (5) in
Article 5 The borrower has the right to complain to the People’s Bank of
China for the violation of clause (4) in Article
5.
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(C)
Default by the mortgagor
In case
that the mortgagor violates the terms in Article 4 and the right of mortgage
cannot be realized, resulting in the loss incurred by the lender, the mortgagor
should be responsible for the compensation.
Article
8
The
lender can debit the bank account of the borrower for the repayment of loan on
due date, or earlier repayment arises for the conditions in Article
7.
The
borrower cannot repay the debt outstanding on the due date or the demand for
earlier repayment set out in this agreement, the lender has the right to have
the disposition right towards the security. The proceeds are prioritized to
repay the debts, and when there is insufficient proceeds to pay off the
principal, interest and the expenses incidental to the realization of security,
the lender has the right to claim the shortfall.
Article
9
The
lender is responsible for the registration of the mortgage. The expenses in
connection with the verification, valuation, registration and insurance are
borne by the lender.
Article
10
Any
disputes arising from this agreement are governed by the jurisdiction in the
place of the lender.
Article
11
Miscellaneous
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1.
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Reminder:
The lender has reminded that the borrower and the mortgagor fully read
This agreement in detail and all parties have reached the mutual
understanding.
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2.
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This
agreement is the master agreement of the mortgage contract of the highest
credit line” No. 194 of Year 2009-Danzao Credit Union of Agriculture Bank
of China”
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Article
12
Any
unsatisfactory clauses contained in this agreement are governed by the laws,
rules and regulations of China.
Article
13
One
agreement copy is each provided to the borrower, lender and
mortgagor.
Article
14
This
agreement is signed by respective parties and is effective on the registration
date.
Borrower:
Borrower(stamped
and signed)
Legal
representative(signed)
Lender:
Borrower(stamped
and signed)
Legal
representative(signed)
Mortgagor:
Mortgagor(stamped
and signed)
Legal
representative(signed)
Attachments:
schedule of security
Date of
signing: January 14, 2009
Place of
signing: Danzao, Foshan
