Agreement for the Repayment
EXHIBIT
10.17.10
Agreement
for the Repayment
This
agreement (this “Agreement”) is entered into by and amongst the following
parties in Zhengzhou City, Henan Province of the People’s Republic of China
(“PRC”) on March 30, 2008.
Parties
to this Agreement:
Party
A:
Henan
Gerui Composite Material Stock Co. Ltd. (the “Company”)
Address:
Xx.0 Xxxxxxxx Xxxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxx
Legal
representative: Lu Mingwang
Party
B:
Lu
Mingwang
ID No.:
410111195212132018
Domicile
place: Fu-22 #1 Building, No.62 Longhai Middle Road, Erqi District,
Zhengzhou
Party
C:
Lu
Baiwang
ID No.:
410102194909123014
Domicile
place: Fu-10 #2 Building, No.62 Longzhong South Lane, Erqi District,
Zhengzhou
Ren
Shouze
ID No.:
130404195102202439
Domicile
place: 29 #1 Building, No.60 Yard, Xinghua South Street, Erqi District,
Zhengzhou
Yue
Tiansui
ID No.:
41011119491118201X
Domicile
place: Fu-36 #2 Building, No.62 Longzhong South Lane, Erqi District,
Zhengzhou
Bai
Zhensheng
ID No.:
410105195412021059
Domicile
place: 12 # 14 Building, Xx.0 Xxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxxxx
Xx
Xx
ID No.:
410103197508182419
Domicile
place: Fu-22 #1 Building, No.62 Longhai Middle Road, Erqi District,
Zhengzhou
Xxxxx
Xxxxxx
ID No.:
410103196709047008
Domicile
place: 22 # 1 Xxxxxxxx, Xx.000 Xxxx, Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx,
Xxxxxxxxx
Xx
Mingwang
ID No.:
410111195212132018
Domicile
place: Fu-22 #1 Building, No.62 Longhai Middle Road, Erqi District,
Zhengzhou
Chen
Zheyu
ID No.:
410311195403184516
Domicile
place: Xx.000 Xxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxxxxxx
Xxxxx
Shuiping
ID No.:
130404195705093016
Domicile
place: 47 # 39 Building, No.108 Yard, Changjiang East Road, Erqi District,
Zhengzhou
Liu
Bingshen
ID No.:
410311196302164537
Domicile
place: Fu-46 #8 Building, Shichang South Street, Erqi District,
Zhengzhou
Whereas,
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1.
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Party
A, Henan Gerui Composite Material Stock Co. Ltd. (the “Company”), is a
stock company limited established and validly existing under the laws of
PRC. The Company owns independent legal personality, and enjoys rights and
undertakes obligations in the name of legal person when dealing with other
parties;
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2.
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Party
B and Party C are the legal shareholders of Party A. Among them, Party B
contributes RMB 10.40 million, representing 40% of the stock right of
Party A, and being the controlling shareholder of Party
A;
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3.
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As
of November 30, 2007, Party B and Party C, in the name of borrowing,
obtain from Party A Renminbi borrowing, which thus incurs creditor and
debtor relationship with Party A. The parties do not disagree to such
creditor and debtor relationship and the amount of such
borrowing;
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4.
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Party
A passed a resolution on February 24, 2008, declaring to distribute all
unallocated profits as of December 31, 2007, which amount to RMB 175.00
million (“Unallocated Profits”). As of the date of this Agreement’s
conclusion, Party A has not paid to Party B and Party C such Unallocated
Profits.
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5.
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Party
A has claimed the aforesaid creditor’s rights against Party B and Party C,
and the latter parties agree to refund the debts to Party
A;
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The
Parties reach this Agreement in accordance with the provisions set forth in
General Principles of the
Civil Law of the People’s Republic of China and Contract Law of the People’s
Republic of China, with the terms and conditions as follows:
Article
1 Manner of Repayment
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1.1
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Party
B and Party C agree to waive the right of collecting Unallocated Profits
within the scope of the borrowing listed by Party A, and refund the
borrowing stated hereunder with such Unallocated
Profits.
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Article
2 Undertaking and Warrant
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2.1
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In
view of the balance left from the amount of borrowing from Party A to
Party B and Party C stated hereunder deducting the amount of Party A’s
Unallocated Profits, upon a consensus reached between Party B and Party C,
Party B is voluntary to discharge the aforesaid whole debts for and on
behalf of Party C. Nevertheless, other provisions stipulated in the
Borrowing Contract between Party A and Party C are not bound upon Party B
unless the ones Party B definitely indicates to
accept.
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2.2
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Any
other agreements or creditor's rights and debts entered into by and
between Party B and Party C or any third party are irrelevant with this
Agreement. After this Agreement comes into force, Party B shall not refuse
to fulfill this Agreement on account of invalidity, cancellation or
dissolution of any other agreements or creditor’s rights and debts entered
into by and between Party B and Party C or any third
party.
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2.3
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Party
B shall not refuse to fulfill the obligations agreed in this Agreement on
account of any faults in Party C.
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Article
3 Rights and Obligations
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3.1
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Party
B’s failing to discharge its debts in full and in a timely manner pursuant
to this Agreement shall not forfeit Party A’s rights to recover from Party
C. Party C shall discharge the arrears and interests arising from overdue
payments to Party A according to the borrowing checklist stated
hereunder.
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3.2
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After
discharging the debts for and on behalf of Party C, Party B shall have the
right to request Party C to refund it according to the checklist stated
hereunder.
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3.3
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Party
B can make arrangements with Party C in whole or in part, jointly or
severally with respect to deadline of payment, manner of repayment,
guarantee and other matters. Nevertheless, if Party C in whole or in part
fails to discharge the debts in full and in a timely manner, Party B shall
have no right to request Party A to return the payments discharged by
Party B for and on behalf of Party C mentioned in Clause 1.1
herein.
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Article
4 Default and Remedy
If due to
the reasons attributable to Party B, the provisions in Article 1 herein are not
fulfilled in due course, Party B shall pay to Party A liquidated damages
equivalent to 0.5‰ of the total amount of arrears of Party B and Party C on a
daily basis.
Article
5 Governing Law and Dispute Resolution
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5.1
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Conclusion,
effectiveness, interpretation, fulfillment and dispute resolution of this
Agreement are governed and construed by the laws of the People’s Republic
of China.
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5.2
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Any
and all disputes arising from or in connection with this Agreement can be
resolved by and amongst the parties through friendly consultation. If such
consultation cannot resolve or any party is unwilling to resolve such
disputes through consultation, either party can refer such disputes to the
court with jurisdiction for
settlement.
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5.3
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The
disputes referred herein mean any and all disputes incurred by and amongst
the parties with respect to interpretation of contractual effectiveness
and contents, fulfillment, default liabilities and modification,
dissolution and termination of this
Agreement.
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Article
6 Effectiveness and Miscellaneous
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6.1
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This
Agreement shall come into force as of the date appearing on the first
paragraph herein on which the legal representatives or authorized
representatives of the parties sign their names and affix their companies’
official seals.
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6.2
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This
Agreement constitutes all agreements by and amongst the parties in regard
to the subject matter of this Agreement, and supersedes any prior
intentions or understandings by and amongst the parties. Modification of
this Agreement shall have the authorized representatives of the parties
enter into a written agreement.
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6.3
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Without
the other parties'/party’s prior written consent, neither party shall be
allowed to assign any of its rights or obligations hereunder. This
Agreement shall be bound upon all parties and their respective successors
and permitted assignees.
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6.4
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Ineffectiveness
of any clause of this Agreement shall not affect the effectiveness and
enforcement of any remaining clauses of this
Agreement.
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6.5
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This
Agreement is written in Chinese. It is made in eleven counterparts in
original, one copy being kept by each party, with the same legal
authenticity.
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6.6
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Appendix
of this Agreement is an integral part of this Agreement, which is of the
same legal authenticity as this
Agreement.
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Party A
(sign): 
Legal
representative or authorized representative:
Party B (sign):
Party C (sign):
