Loan Agreement Agricultural Bank of China
Exhibit
10.23
ABCS
(2004) 1001
Agricultural
Bank of China
Contract
No.:11101200800000732
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Borrower
(full name):
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Duoyuan Digital Press
Technology Industries (China) Co.
Ltd.
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Lender
(full name):
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Agricultural
Bank of China, Beijing Chongwen
District Branch
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After
discussion, both parties agree to enter into this Agreement in accordance with
the applicable national laws and regulations.
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Article
1
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Loan
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1.
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Type
of Loan: Short
term current capital
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2.
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Usage:
Purchase of raw
materials
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3.
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Currency
and amount (capitalized): RMB
20,000,000
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4.
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Term
of Loan
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(1)
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Refer
to the table below for term of loan
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Date
of Drawdown
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Due
Date for Repayment
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||||||
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Year
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Month
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Day
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Amount
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Year
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Month
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Day
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Xxxxxx
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0000
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0
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0
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XXX
20,000,000
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2009
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7
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3
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RMB
20,000,000
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(Any
exhibits attached due to lack of space above should form part of this
Agreement.)
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(2)
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If
the loan amount, date of drawdown, and/or the due date for repayment
recorded in this Agreement are inconsistent with that recorded in the
[proof of loan], the [proof of loan] shall prevail. The [proof of loan]
shall be treated as part of this Agreement, and shall have the same legal
effect as this Agreement.
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(3)
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Where
the loan is denominated in a foreign currency, the borrower shall duly
repay the principal and interest of this loan with the denominated foreign
currency.
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5.
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Interest
Rate
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The
applicable interest rate for RMB loan should be determined according to the
Paragraph
(2):
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(1)
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Floating
Rate
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The
applicable interest rate is /
% /
(higher/lower) than the base rate, and the annual interest rate shall be / %.
The base rate for loans with terms less than 5 years (including 5-year loans)
shall be the benchmark rate published by the People’s Bank of China (“PBOC”) in the applicable
period; the base rate for loans with terms longer than 5 years shall be the
benchmark rate published by the PBOC plus /
(capitalized) percentage points.
The
interest rate adjustment cycle shall be every ____ (capitalized) months. In the
event that the PBOC adjusts the benchmark rate for RMB loans, the Lender shall
determine the new applicable interest rate on the basis of the adjusted
benchmark rate for loans with corresponding terms and the above-mentioned
calculation method starting from the loan corresponding date of the first month
in the following cycle without further notice to the Borrower. If the benchmark
rate is adjusted on the same date as the loan drawdown date or the loan
corresponding date of the first month in the following cycle, the new applicable
interest rate shall be adopted starting from the date on which the benchmark
rate is adjusted. Should there be no loan corresponding date, the last date of
such month shall be regarded as the loan corresponding date.
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(2)
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Fixed
Rate
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The
applicable interest rate shall be / %
higher
(higher/lower) than the benchmark rate, and the annual interest rate shall be
8.217 %
till the due date for repayment. The base rate for loans with terms less than 5
years (including 5-year loans) shall be the PBOC in the applicable period; the
base rate for loans with terms longer than 5 years shall be the benchmark rate
published by the PBOC plus /
(capitalized) percentage points.
Where the
loan is denominated in a foreign currency, the applicable interest rate shall be
determined according to Paragraph /_
below:
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(1)
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The
interest rate comprised of /
(capitalized) months’ /
(LIBOR/HIBOR) + /
% spread, floating every /
(capitalized) months. LIBOR/HIBOR shall refer to the London/HK interbank
offered rates published by Reuters two business days prior to the value
date.
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(2)
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The
annual interest rate shall be /
% till the due date for
repayment.
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(3)
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Other
method / .
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6.
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Interest
Settlement
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The
interest on the loan under this Agreement shall be settled on a Quarterly
(Monthly/Quarterly) basis. The expiry date for interest shall be the 20th
day of the last month
of every quarter. The Borrower must pay the interest on the expiry date.
If the last repayment date of the principal of the loan is not on the same day
as the expiry date for interest, the outstanding interest shall be paid up with
the principal (daily interest rate = monthly interest rate / 30).
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Article
2
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If
the following requirements are not fulfilled, the Lender has the right to
not provide the loan under this
Agreement:
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1.
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The
Borrower shall have set up a basic account
with the Lender.
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2.
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The
Borrower shall have provided the relevant documents and materials, and
shall have complied with the relevant procedures in accordance with the
Lender’s requirements.
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3.
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Where
the loan is denominated in a foreign currency, the Borrower shall have
complied with the relevant approval, registration, and other legal
procedures related to the loan in accordance with the applicable legal
procedures.
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4.
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Should
there be any security in the form of a mortgage or pledge for the loan
under this Agreement, the relevant registration and/or legal procedures
such as insurance shall have been complied with pursuant to the Lender’s
requirements, and such security and insurance shall remain valid for the
term of this loan. Should there be any security in the form of a guarantee
for the loan under this Agreement, the Guarantee Agreement shall have been
executed and has become effective.
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Article
3
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Rights
and Obligations of the Lender
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1.
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The
Lender has the right to understand circumstances related to the Borrower’s
production operations, financial activities, inventory levels, and usage
of the loan proceeds, and to require the Borrower to submit relevant
documents, materials, and information, such as financial statements etc.,
on a periodic basis.
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2.
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Upon
the occurrence of adverse actions or situations on the part of the
Borrower that is material enough to affect the safety of the loan,
including, without limitation, the actions and situations listed under 7,
8, and 10 of Article 4, the Lender may suspend drawdown of the loan or
recall loan amount drawn down
earlier.
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3.
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The
Lender may withhold and collect from any of the Borrower’s accounts
directly when retrieving or retrieving in advance loan principal,
interest, default interest, compound interest, and other expenses payable
by the Borrower pursuant to this
Agreement.
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4.
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Where
the amount repaid by the Borrower is not sufficient to pay off the amount
payable under this Agreement, the Lender may choose to use such amount to
repay any of the principal, interest, default interest, compound interest,
or expense(s).
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5.
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If
the Borrower fails to perform its obligation of repayment, the Lender may
make public disclosure of such breach of contract by the
Borrower.
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6.
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The
Lender shall issue the loan amount to the Borrower in full as scheduled
pursuant to this Agreement.
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Article
4
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Rights
and Obligations of the Borrower
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1.
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The
Borrower is entitled to acquire and use the loan amount pursuant to this
Agreement.
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2.
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The
Borrower may process transaction settlement and deposits related to the
Loan under this Agreement via the account provided under Article
2.
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3.
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Where
the loan is denominated in a foreign currency, the Borrower shall handle
with relevant approval, registration, and other legal procedures related
with the loan pursuant to relevant
regulations.
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4.
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The
Borrower shall repay the principal and interest as scheduled. If an
extension for repayment is required, the Borrower shall put forth an
application in writing to the Lender 15 days prior to the due date for
repayment, and shall enter into a separate Extension of Loan Repayment
Agreement upon the approval of the
Lender.
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5.
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The
Borrower shall use the Loan for the purposes provided in this Agreement.
Unwarranted misappropriation or diversion is
prohibited.
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6.
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The
Borrower shall provide the Lender with authentic, complete and valid
financial statements and other relevant materials and information, and
cooperate with the Lender in inspecting the Borrower’s production &
operation, financial activities, materials & inventory, and the use of
the loan actively.
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7.
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The
Borrower is not allowed to engage in sub-contracting, lease,
transformation into stock company, joint-operation, merger, acquisition,
separation, joint-venture, assets transfer, application for suspension of
business rectification, application for dissolution, application for
bankruptcy, and other behaviors that may cause the debtor-creditor
relationship under this Agreement to change or that may affect the
realization of the Lender’s creditor’s rights under this Agreement unless
and until the Borrower notifies the Lender in writing, obtains approval
from the Lender in advance, and makes arrangements for the assumption of
such loan repayment responsibilities or makes early repayment of such
loan.
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8.
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The
Borrower shall notify the Lender in writing upon occurrence of any other
situations that may adversely affect the Borrower’s performance of its
repayment obligation under this Agreement other than the behaviors
provided hereinabove, such as suspension of production, recession of
business, cancellation of registration, revocation of its business
license, its legal representative or executive officers engaging in
illegal activities, being involved in major litigation or arbitration,
going through serious difficulties in production and operation,
deterioration of financial status, etc., and shall adopt measures approved
by the Lender to protect its creditor’s
rights.
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9.
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The
Borrower shall notify the Lender in writing and obtain approval from the
Lender in advance if it provides guaranty for other person’s debt or uses
it main assets for mortgage or pledge at any third party, which may affect
its ability to repay the loan under this
Agreement.
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10.
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The
Borrower and its investors are prohibited from taking out capital
surreptitiously or transferring assets or shares without due authorization
to evade its debts to the Lender.
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11.
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The
Borrower shall notify the Lender in writing in a timely manner if there is
any change in its name, legal representative, domicile, business scope,
etc.
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12.
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The
Borrower shall provide other guarantees approved by the Lender in a timely
manner if the Guarantor of the Loan under this Agreement is in the
following situations, such as suspension of production, recession of
business, cancelation of registration, its business license being revoked,
bankruptcy, and suffering operating losses, resulting in the loss of all
or part of its ability to provide guaranty for the Loan; or if impairment
occurs in the value of the mortgage, pledge, pledge rights for the Loan
under this Agreement.
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13.
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The
Borrower shall bear all expenses for attorney service, insurance,
transportation, assessment, registration, custody, appraisal, notarization
that are related to this Agreement and the guarantee
hereunder.
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Article
5
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Repayment
in advance
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The
Borrower shall obtain approval from the Lender if it intends to make repayment
in advance. Upon approval of the Lender, interest shall be charged on the amount
of early repayment according to the 2nd
method below:
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1.
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According
to the loan terms and applicable interest rate provided in this
agreement;
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2.
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According
to the actual loan term and an interest rate 0 % higher than
the applicable interest rate provided in this
agreement.
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Article
6
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Liability
for breach of contract
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1.
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If
the Lender fails to issue the loan to the Borrower in full as scheduled
pursuant to this Agreement, as a result of which the Borrower suffers a
loss, the Lender shall pay a penalty to the Borrower according to the
amount involved in the breach of contract and the number of days delayed.
The calculation method for such penalty shall be the same as that for the
penalty interest on overdue loan in the same
period.
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2.
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If
Borrower fails to repay the principal within the term provided in this
agreement, the Lender shall charge a penalty interest FIFTY
(capitalized) percent higher than the applicable interest rate provided in
this Agreement on the overdue loan starting from the first date the loan
becomes overdue until the principal and interests are repaid in full. For
RMB loans, if the loan benchmark interest rate published by the PBOC in
the same period is increased during the overdue period, the penalty
interest rate shall be increased accordingly from the date of such
adjustment.
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3.
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If
the Borrower fails to use the loan for the purposes provided in this
Agreement, the Lender shall charge a penalty interest of ONE
HUNDRED
(capitalized) percent higher than the applicable interest rate provided in
this Agreement on the part of loan that is misused starting from the
occurrence of such misuse until the principal and interests are repaid in
full. For RMB loans, if the loan benchmark interest rate published by the
PBOC in the same period is increased during the overdue period, the
penalty interest rate shall be increased accordingly from the date of such
adjustment.
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4.
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The
Lender shall charge compound interest on accrued interest payable pursuant
to the relevant regulations of the
PBOC.
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The
accrued interest payable shall include accrued interest payable which was
incurred during the term of the loan (penalty interest for misuse shall be
included) and accrued interest payable which was incurred after the loan is
overdue (penalty interest for overdue and misuse shall be included). Compound
interest shall be charged on the accrued interest payable which was incurred
during the term of the loan according to the applicable interest rate provided
in this Agreement during the loan term, and according to the overdue penalty
interest rate starting from the due date for repayment. Compound interest shall
be charged on the accrued interest payable which was incurred after the loan is
overdue according to the overdue penalty interest rate starting from the due
date for repayment.
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5.
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If
the Borrower breaches its obligations under this Agreement, the Lender is
entitled to require the Borrower to rectify such breach of contract within
a specified period, to suspend the loan, to retrieve the loans that had
been paid ahead of schedule, to announce the immediate expiry of other
loan agreements between the Borrower and the Lender, or to take other
measures to protect assets.
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6.
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If
any of the Guarantor breaches its obligations under this Agreement, the
Lender is entitled to suspend the loan, to recall the loans that had been
paid ahead of schedule, or to take other measures to protect
assets.
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7.
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If
the Lender realizes its creditor’s rights through litigation or
arbitration due to the Borrower’s breach of contract, the Borrower shall
bear all attorney fee, travel expenses, and other expenses related with
the realization of such creditor’s
rights.
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Article
7
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Guarantee
for the Loan
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Mortgage is adopted
as the method of guarantee for the loan under this Agreement, and the guarantee
agreement shall be concluded separately. If the maximum amount allowed under the
guarantee method is adopted, the serial number of the guarantee agreement shall
be ____.
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Article
8
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Dispute
Resolution
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If any
dispute arises during the performance of this Agreement, both parties may choose
to resolve such dispute through consultation, or according to method ____
below:
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1.
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Litigation.
To be brought in the People’s Court under the jurisdiction where the
Lender is domiciled.
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2.
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Arbitration.
The dispute shall be submitted to /
(the full name of the arbitration authority) for arbitration according to
the applicable arbitration rules.
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During
the litigation or arbitration period, the terms which are not disputed shall
continue to be performed.
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Article
9
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Miscellaneous
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/ .
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Article
10
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Effectuation
of the Agreement
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This
Agreement shall become effective upon execution and affixing seals by the
Borrower and the Lender.
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Article
11
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Copies
of the Agreement
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This
Agreement is made in four original copies,
with each party holding one copy, the Guarantor holding one copy, and the competent registration
authority holding one copy, all of
which shall have the same legal effect.
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Article
12
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Note
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The
Lender has highlighted to the Borrower that it should have a comprehensive and
accurate understanding of the printed terms in this Agreement and has provided
the necessary explanation where requested by the Borrower. Both parties have the
same understanding as to this Agreement.
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Borrower
(Signature / Seal):
Duoyuan
Digital Press Technology Industries (China) Co. Ltd.
Legal
Representative
or
Authorized Agent
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Lender
(Signature / Seal):
China
Agriculture Bank, Beijing Chongwen Branch
Responsible
Person
or
Authorized Agent
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Date:
July 4, 2008
Place:
China Agriculture Bank, Beijing Chongwen Branch
