Code of Agreement: 0346012007200009
Shenyang
City Commercial Bank
Loan Pledge Agreement
Date: June 18, 2007
Loan Agreement
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| Pledgor (Party A): |
Shenyang Maryland International Industry Co., Ltd. |
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| Legal representative: |
Xxxxx Xxxxx |
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| Current Address: |
Xx. 00 Xxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx |
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| Telephone: |
000-00000000 |
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| Pledgee (Party B): |
Shenyang City Commercial Bank (Holdings) Co., Ltd. Zhongshan Branch |
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| Legal representative: |
Xxxxx Xxx |
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| Current Address: |
Xx.000, Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx |
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| Telephone: |
000-00000000 |
In order to
affirm the rights of the creditor (Party B) according to the agreement coded
0346012007200009 signed by the borrower (Part A) Shenyang Maryland International Industry
Co., Ltd, and the Pledgee (Party B), Party A is willing to provide a guarantee of the
legal disposition and pledge listed on the last page attached on this agreement of Party
A for the Pledgee (Party B). Therefore, on the behalves of both parties, this agreement
is made and entered into by Party A and Party B through negotiation.
Article I Declaration
and Promises of party A
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1.1 |
Party
A has complete civil acting abilities, and also owns the legal and undoubted ownership as
well as the rights of disposition. |
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1.2 |
Party
A has promised that no other owners except Party A own the pledge. Or if there are any
other owners, all the other owners have also agreed on the pledge by a
written consent, and Party B should keep this written statement. |
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1.3 |
Party
A has completely understood the contents of the main agreement, signing and carrying out
the agreement of its own accord, and all the contents are true. The
signature of legal representative or authorized representative has been
authorized legally. |
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1.4 |
Party
A will not lose any rights of creditor or any legal rights because of the setting of
rights of creditor under articles of the agreement. |
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1.5 |
Party
A has clarified in truth that any conditions about the pledge such as ownership, right of
disposition, usufructs, tenancy, intercommunity and maintenance of the
pledge. Party A has promised that all the agreements and documents
provided are true and nothing has been disguised or made up. |
1
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1.6 |
During
the period of pledge, if the value of pledge are decreased or damaged so that it can not
be equal to the value of guaranteed values, then Party A should provide
another pledge certificated by Party B in order to complement the
original pledge within 30 days. |
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1.7 |
During
the period of pledge, if the pledge are destroyed by accident, the compensation received
from any ways (including but not limited in insurances, housing
resettlements) will be put again as the pledge, Party B has the priority to
take the compensation; before the end of the agreement term, Party B has
right to withdraw or deposit the compensation. |
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1.8 |
During
the period of pledge, Party A should notify Party B 30 days before the condition occurs
mentioned as follow, and Party A should get the permission from Party B
in a written statement to set up the guaranteed responsibilities;
otherwise, nothing can be carried into execution: Party A
has changed the form of operation, including but not limited to restructuring, jointing
venture, amalgamating, dividing, contractual operating, lease operating,
application for bankrupt, and convey major properties and etc. |
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1.9 |
Within
the term of the agreement, Party A should notify Party B within 5 days in a written
statement if any of the conditions happen as follow: |
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(1) |
Party
A’s condition has an important change, including but not limited in changing the name of
enterprise, legal representative, high-level stuffs, address,
subjection relationship, decreasing the registered capitals and
business license revoked. |
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(2) |
Party
A is involved in great litigation or arbitration. |
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(3) |
Party
A’s major managing person is involved in great violations of the regulations, law, and
rules. |
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(4) |
Party
A’s financial conditions become exacerbating. |
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(5) |
Party
A loses the commercial credits. |
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(6) |
There
is disputation on the pledge rights of pledge. |
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(7) |
Pledge
are closed down, frozen, supervised, or seized. |
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1.10 |
Within
the period of agreement validity, if Party A provides guarantee to the third party, Party
A shall not harm any behalves of Party B. |
Article II The
relationship between Pledge Agreement and Loan Agreement
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2.1 |
This pledge agreement is an independent guarantee. The loan agreement becomes invalid or to be
cancelled for any reasons has nothing to do with the efficacy of the
pledge agreement, the pledge agreement will be effective and Party A will
still need to be responsible for the guarantee of Party B. |
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2.2 |
The cancellation or the earlier due of the loan agreement will have no effects at all on the
efficacy of the pledge agreement, Party A should still have guaranteed
responsibilities to Party B on the sum of money which Party A should pay
for and any losses to Party B. |
2
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2.3 |
When
both Party A and Party B are willing to make any variations on the contents of Pledge
Agreement (except expending the term of the agreement and increasing the
amount of the loan money), it is not necessary of the permission from
Party A, and Party A will still need to take the guaranteed responsibilities to Party B
after the variations on the agreement. |
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2.4 |
There
is no need of the permission from Party A, Party B has the right to transfer both the
creditor’s rights of loan agreement and the pledge rights of the
agreement to the third party, and Party A should take the
responsibilities to the new pledgee in the same scope of the original
pledge guarantee. |
Article III
Property Pledge
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3.1 |
The
pledge provided by Party A are Real Estates. The price of the pledge
is RMB 70,290,500 Yuan. The details will be listed on the pledge
list, and the list is one part of the loan pledge agreement. If there are any pledge are
restricted on circulation under law issues, Party A has the responsibilities to make an
indication on the pledge list. |
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3.2 |
The
effectiveness of the rights of this agreement includes not only the pledge but also the
attachments on the pledge. |
Article IV Scope of
Pledge
This
agreement guaranteed the creditor’s rights including:
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4.1 |
The
amount of the principals and interests are RMB 40,000,000 Yuan under
the Loan Agreement coded No. 0346012007200009. (Including legal
interests, promissory interests, and if the breach of the agreement of the borrower is
happened, there will be the compound interests, overdue interests and extra penalty
interests as well) |
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4.2 |
If
the borrower breaches the agreement, the borrower should pay for the sum of breach and
the damages. |
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4.3 |
All
the costs spent by Party B in order to bring about the rights of creditors include but
not limited in: all litigation fees required by the courts; agent fees,
traveling expenses, and investigating fees required by the attorney;
evaluation fees, auction fees, transferring fees, and research fees required by any
related offices. |
Article V Term of
Pledge
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5.1 |
The
term of the loan is 24 months, from June 18 of
2007 to June 12 of 2009. |
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5.2 |
The
pledge rights and its guaranteed creditor’s rights exist at the same time, pledge
rights will not end before the creditor’s rights end. |
3
Article VI
Registration of Pledge
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6.1 |
Party
A should transact pledge registration to related registration department within 10 days
starting from the date of signing the agreement, and the certificate of
rights should be kept by Party B. |
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6.2 |
Party
A is responsible for transacting the pledge registration, evaluation, notarization and
identification, the costs will be paid by Party A as well. |
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6.3 |
Any
pledge registered matters happened to need any registered alteration, Party A should
transact registered alteration in any related registration offices within
10 days starting from the date of alteration, and pay for all the costs. |
Article VII
Custody of Pledge and Restrictions on Rights
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7.1 |
During
the period of pledge, Party A is responsible for owning the pledge and keep the pledge in
a good condition, the costs of any reparations or maintenances should be
also paid by Party A. |
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7.2 |
During
the period of pledge, Party A should be accomplished to Party B on checking the
condition, maintaining, and repairing of the pledge. |
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7.3 |
Party
A should not transfer, exchange, lease, lend, contribute or refit the pledge without
Party B’s permission in a written statements. Party A’s any actions
mentioned above will be invalid, and Party A will need to be responsible
to the breach on the agreement. |
Article VIII
Insurance of Pledge Property
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8.1 |
To
any pledge that need to be insured required by Party B, Party A agrees to insure the
pledge before carrying out the agreement, the cost should be also paid by
Party A. |
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8.2 |
Party
A agrees not to intermit the insurances before all the creditor’s rights guaranteed with
the pledge are discharged; If Party A didn’t reinsurance in time at the
end of the previous term of insurance, Party B can transact the
reinsurance instead of Party A, any related fees should be paid by Party A. Party A also
has to take the whole responsibilities for any damages to Party B due to
the intermitting of the insurance. |
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8.3 |
The
first proceed person on the insurance should be named as Party B; Party B has the right
to accept and manage the compensation. Party B should keep the original
copy of the guarantee slip before the loan interests are paid completely
under the articles of the loan agreement. |
4
Article IX Execution
and Releasing of Pledge rights
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9.1 |
Any
of the conditions occurs as mentioned below; Party B has the right to exercise its pledge: |
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(1) |
At
the end or the earlier end of the term of the agreement, Party B’s creditor’s rights have
not been discharged or not fully discharged; |
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(2) |
Because
of Party A or any third party that decreasing, destroying or damaging the values of the
pledge so that the values of pledge no long equal to the guaranteed
debts, Party A can not provide another effective pledge according with
the requirements of Party B; |
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(3) |
Party
A has breached any of the articles of Article I, VI, VII, and VIII in the agreement. |
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9.2 |
Party
B can choose any of the methods to the pledge: |
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(1) |
Through
the negotiation with Party A that Party B has the priority to receive the money
converting or selling of the pledge. If the negotiation fails, Party
B has the right to put the pledge up for auction; on the first auction, Party
B will take the evaluation price as the holding price; if the auction
fails, Party B will take the 50% of the evaluation price as the
holding price; if the proceeding auction still fails, Party B will put the pledge up
for a non-base price and non-holding auction. |
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(2) |
Requesting
People’s Court to put the pledge up for auction or sell off the pledge. |
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9.3 |
During
the execution of carrying out pledge rights, any required transferring fee, deed tax,
land selling fee, and any compensation fee as well as any defaulted fees
on water, electricity, gas, heating and any other fees should be all paid
by Party A. |
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9.4 |
If
the execution of carrying out pledge rights is through the litigation, Party A should pay
all the fees that Party B has spent due to the execution including but
not limited in: all litigation fee required by the courts; agent fee,
traveling expenses, and investigating fee required by the attorney; evaluation fee,
auction fee, transferring fee, and research fee required by any related
offices. |
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9.5 |
After
the pledge are auctioned or sold off, if the amount of money sold of pledge are more than
the amount of guaranteed creditor’s rights (after deducting the any
related required fees according to the agreement), Party B should give
the balance back to Party A. |
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9.6 |
After
the releasing for the entire creditor’s rights guaranteed with the pledge, pledge rights
are released. After the pledge rights are released, Party B should give
back the original copy of the certificates of insurance to Party A. |
5
Article X Default
Responsibilities
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10.1 |
After
signing the agreement, if Party A refuses or delays transacting the pledge registration
so that the agreement can not become effective, then the breach of the
agreement is constituted, and Party A should take the responsibilities
with in the scope of pledge guarantee. |
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10.2 |
If
the pledge becomes ineffective due to the faults of Party A, Party A should take the
responsibilities with in the scope of pledge guarantee. |
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10.3 |
Any
of the conditions occurs, Party A is regarded as breaching the agreement: |
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(1) |
Party
A has breached any one of the articles from Article I, VI, VII, and VIII; |
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(2) |
Party
A foreclosed Party B transacting the pledge according to the articles in the agreement
with any methods. |
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10.4 |
When
the breach of the agreement occurs as mentioned above, Party B has the rights to choose
any or many of the methods written as fellow: |
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(1) |
Requesting
Party A to amend any direct or indirect economic loss to Party B due to Party A’s breach
on the agreement (including but not limited in the loan principal,
loan interests, and loss of the cost according to the agreement); |
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(2) |
Party
B has the right to deduct the capital from the accounts of Party A in any branches of
Shenyang City Commercial Bank with only an notice in order to
counteract the creditor’s rights or pledge guaranteed creditor’s rights of
Party B and any branches of Shenyang City Commercial Bank.
Requesting Party A to pay for the 20% of the amount of pledge to
Party B in order to assume the responsibilities of breach on the agreement. |
Article XI
Litigation
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11.1 |
There
are any disputations that cannot be negotiated by both parties while carrying out the
agreement, both parties can litigate to People’s court where Party B’s
location belongs to with both party’s permissions. |
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11.2 |
If
the agreement is notarized by notary office with enforceable force, the lender shall
apply for enforcement performance in People’s Court when the loan is due
or become due ahead of schedule. |
Article XII Rights
Remaining and Others
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12.1 |
Any
allowance, extending, discounting, or postponing any of the rights under the agreement
given to Party A by Party B will not effect, damage, or limit any legal
rights of the Party B under the agreement, it can not be regarded as
Party B’s giving up on any of the rights or interests under the agreement, it also can
not be regarded as the remitting of any responsibilities of Party A under
the agreement. |
6
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12.2 |
During
the execution of carrying out the agreement, Party B and main debtor can together
negotiate any changing on the agreement; however, if Party B and main
debtor try to increase the debt of the debtor, it is necessary to receive
the permission from Party A on the issues; otherwise, Party A will not take any
responsibilities on the increased extra debts. Only if People’s Bank of
China tries to adjust the interest rates so that the debt of the debtors
are increased, then Party A should take the related guaranteed responsibilities for the
increased debt. |
Article XIII
Effectiveness of Agreement
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13.1 |
The
agreement will be carried out after signing by Party A and Party B. Anything needed to
transact the pledge registration has to be transacted the pledge
registration in order to be effective; others that are not necessary to
be transacted the pledge registration will be effective as soon as the carrying out of
the agreement. |
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13.2 |
The
agreement is made in 6 copies, 1 copy will be kept by Party A, Party B and borrower per
party; 3 copies will be kept by the registration office, and __ copy will
be kept by notarization office, all of the copies have the equal lawful
effectiveness. __ copy of duplicate is available. |
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13.3 |
The
Agreement attachments are the indispensable parts of the agreement: |
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(1) |
The
copy of the Business License passed the annual inspection in the registration office. |
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(3) |
The
copy of the Certificate of Rights for the pledge |
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(4) |
Other
certificates of rights or other certificates of pledge registration |
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(5) |
Identification
of legal representative |
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(6) |
Authorized
Trust Deed |
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(7) |
The
Company charter and Resolution of the board putted on records in Administrative bureau
for industry and commerce by Party A. |
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(8) |
The
Authorized letter of Credit Research and documents of Research by the enterprises and
institutions. |
Important Notice:
Party B has notified Party A on all the articles of assuming the responsibilities
obligations; and has explained clearly on the articles according to the requirements of
Party A. Both Party A and Party B have the same understanding on all the articles of the
agreement, No either party should regard this agreement as a format agreement provided by
any party.
7
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Pledgor:
(seal) |
Property Owner:
(seal) |
Pledgee:
(seal) |
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|
Legal
Representative:
or
Authorized
Representative:
|
Legal
Representative:
or
Authorized
Representative: |
Legal
Representative:
or
Authorized
Representative: |
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|
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| Date: |
Date: |
Date: |
8
Pledge Property List
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| Sum of pledge: |
The ___ page of ___ pages |
| Number |
Name
of
Pledge |
Standard |
Number |
Address |
Registered Office |
Condition of Insurance |
Rights Ownership |
Code of certificate of rights |
Original Book value |
Pledge value |
Evaluator |
Others |
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| 1 |
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| 2 |
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| 3 |
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| 4 |
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| 5 |
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| 6 |
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| Total |
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Pledgor:
(seal) |
Pledgee:
(seal) |
|
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|
|
Legal Representative:
or Authorized Representative (seal):
|
Legal Representative:
or Authorized Representative (seal): |
|
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| Date: |
Date: |
|
8
Pledge List
| No. |
Code of Certificate of
houseproperty right |
Address |
No. |
Floor |
Registered
Book Number |
Floor Area
(Sq. m) |
Evaluated
Area (Sq. m) |
Evaluated Gross
Price (Yuan) |
| 1 |
SFQZSHPZ No. 12000 |
Xx00, Xxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx |
69 |
13th Floor |
20-1-S-12119 |
1097.43 |
9150.6 |
10,042,143.0 |
| 1 |
SFQZSHPZ No. 12000 |
Xx00, Xxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx |
69 |
14th Floor |
20-1-S-12143 |
1097.43 |
9150.6 |
10,042,143.0 |
| 1 |
SFQZSHPZ No. 12000 |
Xx00, Xxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx |
69 |
15th Floor |
20-1-S-12144 |
1097.43 |
9150.6 |
10,042,143.0 |
| 1 |
SFQZSHPZ No. 12000 |
Xx00, Xxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx |
69 |
16th Floor |
20-1-S-12145 |
1097.43 |
9150.6 |
10,042,143.0 |
| 1 |
SFQZSHPZ No. 12000 |
Xx00, Xxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx |
69 |
17th Floor |
20-1-S-12146 |
1097.43 |
9150.6 |
10,042,143.0 |
| 1 |
SFQZSHPZ No. 12000 |
Xx00, Xxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx |
69 |
18th Floor |
20-1-S-12147 |
1097.43 |
9150.6 |
10,042,143.0 |
| 1 |
SFQZSHPZ No. 12000 |
Xx00, Xxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxxxx |
69 |
19th Floor |
20-1-S-12148 |
1097.43 |
9150.6 |
10,042,143.0 |
| Total |
|
|
|
|
7682.01 |
|
70,298,000.7 |
Evaluated Gross Price
(Yuan) |
Converted in million Yuan: 70.295 |
| RMB (in chinese Characters): |
| No. |
Code of State-owned land |
Address |
No. |
Pledge Area (Sq.m) |
Pledge Price
(million yuan) |
Evaluated Price
(million yuan) |
| 1 |
GY (2005)NO. 0490 |
Xx. 00, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxx |
69 |
8.79 |
40 |
7.936 |
|
Pledgor: Shenyang Maryland International Industry Co., Ltd
Legal Representative:
Date: June 3rd, 2007
|
Pledgee: Shenyang City Commercial Bank (Holdings) Co., Ltd. Zhongshan Branch
Legal Representative: |
9
