Maximum Amount Mortgage Contract
EXHIBIT
10.21
(Chongwen)
Xxxx Xxx Xxx Xx Xx (2007) Di 536 Hao
|
Mortgagee
(Full Name):
|
Agriculture
Bank of China Chongwen
Sub-branch
|
|
Debtor
(Full Name):
|
Duoyuan
Digital Printing Technology (China) Co. Ltd.
|
|
Mortgagor:
(Full Name):
|
Hunan
Duoyuan Printing Machine Co.
Ltd.
|
Whereas
the Debtor and the Mortgagee will enter into a series of creditor and debtor
contracts (hereinafter as “the Principal Contract”) according to the term and
maximum amount stipulated in Article 1 of this Contract hereinafter, the
Mortgagor undertakes to provide guarantee for the debts incurred between the
Debtor and the Mortgagee according to the aforementioned Principal Contract.
In
order to guarantee the realization of the creditor’s rights of the Mortgagee,
the parties enters into this Contract according to the PRC Guarantee Law and
other relevant laws and regulations after negotiation.
Article
1. Maximum Amount of the Guaranteed Principal Xxxxxx’s Rights
1.
The
Mortgagor hereby undertakes to provide guarantee for the debts between the
debtor and the Mortgagee actually incurred when the Debtor handles various
agreed transactions at the Mortgagee’s during the period starting from
28th
July
2007 to 27th
July
2010,
with a
maximum debt balance amount of RMB (in words) ninety
eight
million.
The aforementioned period shall only refer to the time when the debt is
incurred, not the mature time of a debt. The amount of a foreign currency
transaction shall be calculated on basis of the actual selling rate on such
date. The aforementioned various agreed transactions include: loan
in RMB.
(You
may choose the following types of transactions: (1) loans in RMB/foreign
currency (2) discounts for commercial/bank acceptance bill (3) acceptance of
bank acceptance bill (4) reduction or exemption of the marginal deposit for
issuing L/C (5) import bill advance (6) export bill advance (7) export packing
finance (8) banker’s letter of guarantee).
2.
The
Debtor may apply for revolving usage of the aforementioned credit funds or
bank
loan amount within the period and maximum balance amount stipulated in this
Contract. The commencement day, maturity day, interest rate and respective
amount of each transaction shall be decided as per corresponding document of
loan or creditor’s rights of the Principal Contract. The maturity date of any
transactions occurred during the period stipulated in this Contract shall not
exceed [Month][Date][Year].
3.
The
Mortgagee need not handle guarantee procedures for each specific transactions
when the loan or bank credit to be issued are within the period and maximum
balance amount stipulated in this Contract.
4.
The
Mortgagor undertakes the guarantee responsibility in form of the original
currency for all the transactions occurred within the period and maximum balance
amount stipulated in this Contract regardless of the transaction currency
type.
Article
2. Scope of Guarantee
The
scope
of guarantee provided by the Mortgagor shall cover all the debt principal,
interest, overdue interest, compound interest, penalty interest, penalty, damage
compensation, and all other expenses related with the Mortgagee’s realization of
its creditors rights, such as legal expense, counsel fee, expense related with
the disposal of the collateral object(s), transfer fee, etc.
The
Mortgagor undertakes to provide guarantee for the amount exceeding the maximum
balance amount stipulated in this Contract due to fluctuation of exchange
rates.
Article
3. Collateral Object
1.
The
Mortgagor hereby agrees that the following assets shall become collateral
hereunder: _____ (for details, see the Real Estate Mortgage List attached as
numbered ___), and such list shall be incorporated hereinto as part and parcel
of this Contract.
2.
The
aforementioned collateral shall be evaluated as RMB (in word) ____ tentatively.
The determinative value of such collateral shall be subject to the actual income
realized at the time of the disposal thereof.
Article
4. Mortgage Rights
The
mortgage rights hereunder shall attach to the accession, ancillary rights,
subrogation rights, fixtures, mixtures, processed objects, and accrual of the
collateral.
Article
5. Custody of the Collateral Object(s)
1.
The
collateral object(s) under this Contract shall be kept custody by the Mortgagor.
The Mortgagor shall bear responsibilities for appropriate preservation. The
Mortgagee has the right to inspect the situation of the preserved collateral
object(s).
2.
The
Mortgagor shall not gift, transfer sell, lease (rent), re-mortgage or dispose
the collateral object(s) otherwise during the term of this Contract without
written consent from the Mortgagee. The income from transferring, leasing
(renting) or selling the collateral object(s) with prior written consent from
the Mortgagee shall be used for the repayment of debts under the Principal
Contracts first, or be put under escrow at a third party agreed upon by the
both
parties.
3.
In
case of any damage or loss of the collateral object(s) during the term of this
Contract, the Mortgagor shall adopt effective measures to prevent the
enlargement of such damage or loss in a timely manner, and shall inform the
Mortgagee in the meanwhile. Any compensation, indemnification obtained by the
Mortgagor for such damage or loss shall be used for the repayment of the debt
under the Principal Contract first.
4.
In
case of any reduction of the value amount of the collateral object(s) during
the
term of this Contract, the Mortgagor shall replenish such reduction, or provide
further guarantee recognized by the Mortgagee with the same value amount of
such
reduction.
Article
6. Insurance of the Collateral Object(s)
1.
Adequate insurance shall be maintained for the collateral object(s) with the
Mortgagee as the primary beneficiary. The Mortgagor shall hand over the original
copies of the insurance documents to the Mortgagee for
preservation.
2.
The
Mortgagor shall not terminate or cancel such insurance for any reason during
the
term of this Contract. In case of termination of such insurance, the Mortgagee
shall have the right to handle relevant insurance procedures with all relevant
expenses borne by the Mortgagor.
3.
In
case of any accidents covered by the insurance policy, the insurance benefits
shall be used for the repayment of the debts under the Principal Contract first,
or be put under escrow at a third party agreed upon by the both
parties.
Article
7. Mortgage Registration
The
Mortgagor shall handle registration procedures and formalities at relevant
registration authorities within 5 days after the execution of this Contract,
and
hand over the original copies of the certificate for jus alias, mortgage
registration documents and other rights certificates for
preservation.
Article
8. Realization of the Mortgage Rights
1.
In
case of any outstanding debts upon expiration of the Principal Contract, the
Mortgagee may legally accept the collateral object(s) as a trade-in
indemnification, or use the income realized by auctioning or selling such
object(s) for repayment first. The aforementioned “expiration” shall include any
circumstances under which the Mortgagee may accelerate the maturity day of
any
debts under the Principal Contract according to relevant agreements in the
Principal Contract, applicable state laws and regulations, etc.
2.
In
case there are more than one Mortgagor, the Mortgagee shall have the right
to
dispose any collateral object(s) of any Mortgagor.
Article
9. Breach of Contract
1.
Both
the Mortgagee and the Mortgagor shall perform its respective obligations as
is
stipulated in this Contract upon its execution, and shall bear corresponding
liabilities for breach of contract for any non-performance, and make
compensation for the loss caused by such breach of contract.
2.
The
Mortgagor shall make full-amount compensation to the Mortgagee for its economic
loss upon occurrence of any of the following situation on part of the
Mortgagor:
(1)
Conceal the actual co-ownership of the collateral object(s), or any disputes
over such object(s), or its being sealed up or supervised or mortgaged
already.
(2)
Dispose the collateral object(s) without written consent from the
Mortgagee.
(3)
Violation of other agreement or provisions in the Contract.
Article
10. Expense
Any
expenses related with the registration, evaluation, insurance, accreditation,
notarization of the collateral object(s) under this Contract shall be borne
by
the Mortgagor.
Article
11. Solution of Disputes
The
both
parties shall try to solve any dispute in connection to the performance of
this
Contract. The legal proceedings for any disputes shall be made at the courts
where the Mortgagee is located.
Article
12. Miscellaneous
1.
The
Mortgagor shall bear joint responsibilities for any obligations of the Debtor
even if the Contract be deemed as invalid.
2.
The
Principal Contract, document of loan or creditor’s rights under this Contract
will not be delivered to the Mortgagor.
Article
13. Effectiveness of the Contract
This
Contract shall established upon execution (chop being sealed), and shall become
effective on the date when mortgage registration procedures are
completed.
Article
14. This Contract is made in four original copies, with each Party holding
two
of them with the same legal force.
Article
15. Notice
The
Mortgagee has requested the Mortgagor and the Debtor to review and understand
the provisions of this Contract completely and accurately, and has made
explanation on certain provisions at the request of the Debtor and the
Mortgagor. The executing parties have same understanding of the meanings of
this
Contract.
|
Mortgagee
(Seal Attached Here)
|
Debtor(Seal
Attached Here)
|
|
Responsible
person
|
Legal
Representative
|
|
Or
authorized agent: /s/ Xxxxxxx Xxx
|
or
authorized agent: /s/ Xxxxxx Xxx
|
|
Mortgagor
(Seal Attached Here)
|
|
|
Legal
Representative
|
|
|
or
authorized agent: /s/ Baiyun Sun
|
Date:
July 28, 2007
Venue:
Agriculture Bank of China, Chongwen Sub-Branch
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Land
Use Right
|
||
|
Preserved
by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Location
and number of land
|
(9)-1-41,
Xx. 000 Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
|
|
Number
of real estate certificate
|
Number
of land use right certificate
|
Transfer,
Xxxx Xxx Xxx Xxxx (2004) D0180 Hao
|
|
|
Construction
date
|
Term
(period) of land use right
|
May
2004 to May 2044
|
|
|
Construction
area
|
Area
of land use right
|
1959.88
m2
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Residence
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Land
Use Right
|
||
|
Custodian
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Location
and number of land
|
(15)-9-1,
Xx. 000 Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
|
|
Number
of real estate certificate
|
Number
of land use right certificate
|
Transfer,
Xxxx Xxx Xxx Xxxx (2004) Di 00179 Hao
|
|
|
Construction
date
|
Term
(period) of land use right
|
May
2004 to May 2044
|
|
|
Construction
area
|
Area
of land use right
|
8941.888
m2
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Industrial
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Land
Use Right
|
||
|
Custodian
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Location
and number of land
|
(9)-1-1,
Xx. 000 Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
|
|
Number
of real estate certificate
|
Number
of land use right certificate
|
Transfer,
Xxxx Xxx Xxx Xxxx (2004) Di 00178 Hao
|
|
|
Construction
date
|
Term
(period) of land use right
|
May
2004 to May 2044
|
|
|
Construction
area
|
Area
of land use right
|
220339.36
m2
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Industrial
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Real
estate property
|
||
|
Custodian
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Xx.000
Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
Location
and number of land
|
|
|
Number
of real estate certificate
|
Xxxx
Xxxx Xxxx Xxxxx Xxxx Xxxxx Zi Di 0009740 Hao
|
Number
of land use right certificate
|
|
|
Construction
date
|
Term
(period) of land use right
|
||
|
Construction
area
|
26256.18
m2
|
Area
of land use right
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Residence
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Real
estate property
|
||
|
Custodian
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Xx.000
Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
Location
and number of land
|
|
|
Number
of real estate certificate
|
Xxxx
Xxxx Xxxx Xxxxx Xxxx Xxxxx Zi Di 0009739 Hao
|
Number
of land use right certificate
|
|
|
Construction
date
|
Term
(period) of land use right
|
||
|
Construction
area
|
992.07
m2
|
Area
of land use right
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Residence
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Real
estate property
|
||
|
Custodian
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Xx.000
Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
Location
and number of land
|
|
|
Number
of real estate certificate
|
Xxxx
Xxxx Xxxx Xxxxx Xxxx Xxxxx Zi Di 0009738 Hao
|
Number
of land use right certificate
|
|
|
Construction
date
|
Term
(period) of land use right
|
||
|
Construction
area
|
4647.39
m2
|
Area
of land use right
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Residence
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Real
estate property
|
||
|
Custodian
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Xx.000
Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
Location
and number of land
|
|
|
Number
of real estate certificate
|
Xxxx
Xxxx Xxxx Xxxxx Xxxx Xxxxx Zi Di 0009737 Hao
|
Number
of land use right certificate
|
|
|
Construction
date
|
Term
(period) of land use right
|
||
|
Construction
area
|
12895.73
m2
|
Area
of land use right
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Residence
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Real
estate property
|
||
|
Custodian
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Xx.000
Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
Location
and number of land
|
|
|
Number
of real estate certificate
|
Xxxx
Xxxx Xxxx Xxxxx Xxxx Xxxxx Zi Di 0009736 Hao
|
Number
of land use right certificate
|
|
|
Construction
date
|
Term
(period) of land use right
|
||
|
Construction
area
|
5609.48
m2
|
Area
of land use right
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Residence
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Real
estate property
|
||
|
Custodian
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Xx.000
Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
Location
and number of land
|
|
|
Number
of real estate certificate
|
Xxxx
Xxxx Xxxx Xxxxx Xxxx Xxxxx Zi Di 0009735 Hao
|
Number
of land use right certificate
|
|
|
Construction
date
|
Term
(period) of land use right
|
||
|
Construction
area
|
992.07
m2
|
Area
of land use right
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Residence
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
Real
Estate Mortgage List
Mortgagor
(Full name): Hunan
Duoyuan Printing Machinery Co. Ltd.
Mortgagee
(Full name): Agriculture Bank of China Chongwen
Sub-branch Number:
|
Name
of Collateral Object
|
Real
estate property
|
||
|
Custodian
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
Property
or Use Right owned by
|
Hunan
Duoyuan Printing Machinery Co. Ltd.
|
|
Location
of real estate
|
Xx.000
Xxx Xxxx Xxxx xxxx, Xxxxxxxx
|
Location
and number of land
|
|
|
Number
of real estate certificate
|
Xxxx
Xxxx Xxxx Xxxxx Xxxx Xxxxx Zi Di 0009734 Hao
|
Number
of land use right certificate
|
|
|
Construction
date
|
Term
(period) of land use right
|
||
|
Construction
area
|
18695.46
m2
|
Area
of land use right
|
|
|
Construction
structure
|
Including
area occupied by construction
|
||
|
Usage
|
Usage
|
Residence
|
|
|
Mortgage
or Lease
|
Mortgage
|
||
|
Evaluated
amount of real estate
|
|||
|
Mortgagor
(seal) Mortgagee
(seal)
Legal
representative
or
authorized agent 28th
July 2007 Handling
person 28th
July 2007
|
|||
|
This
list is correct after examination, and shall be numbered as ____
to be
incorporated as part of this Contract. This list is made in ___
copies,
with each party holding one copy.
|
|||
|
Notes:
|
|||
Totally
___ pages, Page number ___
