Loan Agreement
Exhibit
10.1
Borrower: China
TransInfo Technology Corp. (the “Borrower”)
Lender: Youyi
Branch, Beijing Bank Co., Ltd (the “Lender”)
This
LOAN
AGREEMENT (the “Agreement”) is made and entered into by and between the Borrower
and the Lender in accordance with relevant laws and regulations, whereby both
parties agree as follows:
Chapter
1 Type
of Loan
Article
1 The
Lender agrees to make a short-term
loan
(the
“Loan”) to the Borrower in accordance with this Agreement.
Chapter
2 Purpose
of Loan
Article
2 The
Loan
shall be used to purchase
raw material,
and
without the Lender’s written consent, the Borrower shall not use the Loan herein
for other purposes rather than the purpose specified herein.
Chapter
3 Amount
and Term of Loan
Article
3 The
currency under the Loan herein is Renminbi,
with
the amount of RMB 20,000,000
(RMB
Twenty Million).
Article
4 The
term
of the Loan is one year from June 17, 2008 to June 17, 2009.
Article
5 In
case
the Borrower deems it necessary to extend the loan term, the Borrower shall
submit “Application for Extending the Loan” to the Lender at least 30 days prior
to the maturity date of the Loan, and with the consent from the Lender, a Loan
Extension Agreement shall be entered into by and among the parties hereto and
the guarantor.
1
Chapter
4 Interest
Rate and Calculation of Interest
Article
6 Interest
Rate
| 6.1 |
The
interest rate of the Loan herein shall be 8.964%
per annum, or 0.747%
per month.
|
| 6.2 |
During
the loan term, in case the People’s Bank of China adjusts the interest
rate or its calculation method which is applicable to the Loan herein,
the
interest rate or its calculation method of the Loan herein is subject
to
such adjustment, which shall not be deemed as amendment to this
Agreement.
|
Article
7 Interest
| 7.1 |
The
interest shall be calculated from the actual date of drawdown, which
shall
be calculated on a daily basis and paid per
quarter,
and the payment date shall be twentieth of the
last month of each quarter;
|
| 7.2 |
In
case interest paying date falls on a non-business day of the Lender,
it
shall be postponed to the next earliest business day of the
Lender;
|
| 7.3 |
In
case the Borrower repays the principal, it shall repay the principal
and
the accrued interests in full without being subject to the provisions
in
this Article;
|
| 7.4 |
As
for overdue interests, compound interest shall be calculated as per
rules
issued by the People’s Bank of
China;
|
| 7.5 |
During
the loan term, in case the People’s Bank of China adjusts the calculation
method of interest which is applicable to the Loan herein, the Lender
may,
without notifying the Borrower, calculate the interest as per such
adjustment by the People’s Bank of China, which shall not be deemed as
amendment to this Agreement.
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Chapter
5 Withdrawal
of Loan
Article
8 Unless
the following prerequisites are satisfied, the Lender has no obligation to
furnish the Borrower with the Loan herein:
| 8.1 |
When
withdrawing the Loan, the Borrower shall fill in relevant loan
certificates and furnish relevant documentation and information as
required by the Lender;
|
2
| 8.2 |
In
case the Loan herein is guaranteed, the Borrower shall go through
all
necessary legal processes as required by the Lender, such as the
notarization and/or registration of such guaranteed agreement with
competent authorities, and the guarantee shall continue to be
effective;
|
| 8.3 |
There
shall be no occurrence of the default events set out
below.
|
Article
9 The
Borrower shall draw the Loan in the first
manner
set out below:
| 1. |
The
Lender shall transfer, at one time, the full amount equal to the
Loan to
the Borrower’s account with the Lender as at June 17,
2008;
|
| 2. |
Installment
transfer shall be withdrawn in the amount and at the time set out
below:
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NO.
|
Withdrawal
Time
|
Amount
(Say)
|
Remarks
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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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Article
10 In
case
the principal of the Loan herein is transferred to the account of the Borrower
at the time set out in Article 9 herein, it shall be deemed that the Loan
has been disbursed to the Lender and such loan has begun to bear
interest.
Article
11 In
case
of any discrepancy between loan amount, loan date and repayment date set out
herein, and those on loan certificates, the loan amount, loan date and repayment
date on loan certificates shall prevail. Loan certificates constitute integral
part of this Agreement, with equal validity.
Chapter
6 Repayment
of Loan
Article
12 The
Borrower shall pay the interest on time as set out herein, and repay the
principal in the first
manner
set out below:
| 1. |
The
Borrower shall repay, at one time, the full amount of principal by
June
17, 2009;
|
3
Article
13 The
Lender shall have rights to deduct directly from the bank account of the
Borrower at all branches of Bank of Beijing the principal, accrued interests
(including penalty interest and compound interest) and other payables by the
Borrower as specified herein.
Article
14 In
case
the Borrower requests to prepay the Loan, the Borrower shall make written
application to the Lender by giving 30 days prior written notice; the Lender
shall have the right to collect interest as per the term and interest rate
set
out herein.
Chapter
7 Guarantee
Article
15 [Reserved]
Chapter
8 Representations
and Warranties of the Borrower
Article
16 The
Borrower hereby represents and warrants to the Lender that:
| 16.1 |
The
Borrower is a (legal entity/other organization/natural person) duly
incorporated and existing under the laws of PRC, having independent
and
complete civil capacity;
|
| 16.2 |
The
business activity contemplated by the Agreement is determined or
duly
authorized by the competent decision-making body of the Borrower,
which is
the true will of the Borrower;
|
| 16.3 |
The
Borrower warrants that the purpose of the Loan complies with the
laws,
regulations, administrative rules, provisions by authorities, trade
practices, and the Borrower’s Articles of Association or similar
documentation, and that it has had relevant licenses and permits
by
competent authorities;
|
| 16.4 |
The
Borrower warrants that the documentation and information furnished
by the
Borrower to the Lender is true, accurate and complete in all material
aspects;
|
| 16.5 |
The
Borrower warrants that during the term of the Agreement, in case
the
Borrower has to assume liabilities or present guarantees for others,
it
will notify the Lender in writing ten working days prior to the said
event.
|
4
Chapter
9 Rights
and Responsibilities
Article
17 Rights
and responsibilities of the Borrower
| 17.1 |
The
Borrower has the rights to draw and use the Loan during the term
and sole
purpose as specified herein;
|
| 17.2 |
The
Borrower shall repay the principal and pay the interests in accordance
with the Agreement;
|
| 17.3 |
The
Borrower shall be subject to the investigation and monitoring by
the
Lender in respect of the use of the
Loan;
|
| 17.4 |
The
Borrower shall cooperate with the Lender in the investigation and
monitoring in respect of the production, operation and financial
position
of the Borrower and shall furnish the Lender with copies of its financial
statements such as balance sheets, income statement and statement
of cash
flow;
|
| 17.5 |
In
case of any event has material adverse impact on the Borrower’s normal
operation or its repayment capacity herein, the Borrower shall make
an
immediate written notification of such event to the
Lender;
|
| 17.6 |
In
case of the Borrower’s incorporation, split, merger, restructuring,
contracting, leasing, asset transfer, affiliation, applying for suspension
of business, reorganization, dissolution or winding-up, and other
acts
which may adversely affect the performance of the Borrower’s obligations
herein or adversely affect the Lender’s rights and interests, the Borrower
shall not, without prior notification to and approval from the Lender,
conduct the said acts before repayment of the Loan
herein;
|
| 17.7 |
During
the term of the Agreement, in case of change of company name, registered
address or legal representative, the Borrower shall notify the Lender
of
such change within three working days after the
change;
|
| 17.8 |
In
case the Borrower has to transfer to a third party its liabilities
herein,
it shall have the written approval from the Lender in
advance.
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Article
18 Rights
and responsibilities of the Lender
5
| 18.1 |
The
Lender has the rights to conduct investigation and monitoring over
the
Borrower’s operation and its use of the Loan, and to require the Borrower
to provide all necessary supporting documentation concerning the
Loan
herein;
|
| 18.2 |
The
Lender has the rights to deduct from the bank account of the Borrower
the
principal, interest, penalty interest, compound interest and all
other
payables by the Borrower as specified
herein;
|
| 18.3 |
In
case of any event set out in Article 19, the Lender has the rights
to
declare the acceleration of the Loan and request the Borrower to
repay or
pay in advance the principal, interest, penalty interest, compound
interest and all other payables as specified
herein;
|
| 18.4 |
The
Lender shall disburse the Loan to the Borrower in accordance with
the
Agreement;
|
| 18.5 |
The
Lender shall keep relevant information and materials provided by
the
Borrower confidential, excluding those available for enquiry in accordance
with the laws;
|
| 18.6 |
The
Lender may transfer the creditor’s right to a third party without prior
consent from the Borrower, but it shall notify the Borrower of such
transfer after execution of Creditor’s Right Transfer
Contract;
|
| 18.7 |
Unless
otherwise approved by the Lender, the Borrower shall pay off the
Lender’s
creditor rights in the sequence of (1) expenses of creditor’s right
fulfillment; (2) compound interest; (3) penalty interest resulting
from
overdue; (4) interest; and (5) the principal of the
Loan.
|
Chapter
10 Responsibilities
for Breach
Article
19 Responsibilities
for Breach
| 19.1 |
Upon
the execution of this Agreement, both parties shall perform their
rights
and responsibilities herein respectively; in case either party fails
to
perform their rights and responsibilities partially or as a whole,
or
breach any of their representations and warranties, it shall bear
relevant
responsibilities for breach and pay the loss thus caused to the other
party.
|
6
| 19.2 |
In
case the Borrower fails to repay the principal as per the time specified
in the Agreement, the Lender will calculate the penalty interest
at the
rate of 0.03335%
per day based on the overdue amount and overdue days; and compound
interest shall be calculated over the overdue interest in accordance
with
relevant provisions by the People’s Bank of China; in case the Borrower
uses the Loan out of the scope of purpose specified herein, the Lender
will calculate the penalty interest at the rate of 0.0498%
per
day based on the misusing amount and misusing days.
|
| 19.3 |
In
case the Borrower’s breach results in the Lender’s fulfillment of its
creditor rights through legal litigation, the Borrower shall bear
the
legal cost, attorney fees, travel expense and other expenses of
fulfillment of creditor rights thus incurred to the
Lender.
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Article
20 In
case
of any of the following events below occurs, the Lender may declare the
acceleration of the Loan and is entitled to demand immediate repayment of the
Loan or any part thereof together with accrued interest.
| 20.1 |
The
Borrower fails to use the Loan for the purpose as specified herein,
or
fails to pay the interest or the principal due
timely;
|
| 20.2 |
During
the term of the Agreement, the Borrower has bad management of its
business, insolvency, or debt dispute with third parties, or the
collateral is damaged or lost, and other situations threaten the
security
of the Loan, due to its poor
management;
|
| 20.3 |
The
Borrower furnishes the Lender with financial statement with false
or
concealing material facts, or refuses the investigation by the Lender
over
the use of the Loan, and relevant production, operation and financing
activities;
|
| 20.4 |
The
Borrower fails to perform any of the responsibilities herein, or
violates
any of the representations and warranties herein, or the guarantor
fails
to perform any of the responsibilities specified in the guarantee
contract;
|
| 20.5 |
During
the term of the Agreement, the Borrower has any event which may seriously
affect the Lender’s creditor rights
adversely.
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7
Chapter
11 Force
Majeure
Article
21 In
case
of failure of performance of its obligations herein due to force majeure,
the
Borrower shall notify the Lender within three (3) working days after the
occurrence of such events of force majeure, and furnish the Lender with
proving
documents issued by local competent notaries; and an amendment agreement
in
relation to the performance of the Agreement shall be made upon consultation
with the Lender. Otherwise, the Lender may declare the acceleration of
the Loan
and request the Borrower to repay the principal and accrued
interests.
Chapter
12 Dispute
Settlement
Article
22 Any
dispute arising out of or in connection with the performance of the Agreement
shall be settled via friendly consultation; in case of any dispute failing
friendly settlement, such dispute shall be submitted to the People’s Court in
the Lender’s domicile (Borrower’s domicile/Lender’s domicile/ signing place of
the Agreement).
Chapter
13 Effectiveness,
Amendment and Termination
Article
23 This
Agreement shall come into effect in the first
manner
below:
| 1. |
The
Agreement shall be effective with the official seal and the signature
by
the legal representative/chief or duly authorized representative
of the
parties;
|
| 2. |
The
Agreement shall be effective on the effective date of the guarantee
contract as specified in Chapter 7 with the official seal and the
signature by the legal representative/chief or duly authorized
representative of the parties.
|
Article
24 Upon
the
execution of the Agreement, neither party shall amend or terminate the Agreement
in advance without written consent of the other party. In case of amendment
or
termination, written agreement shall be made between the parties upon
consultation.
Chapter
14 Annex
Article
25 The
annexes herein consist of:
1. Loan
certificates
8
2.
3.
4.
5.
Article
26 The
annexes herein constitute an integral part of this Agreement, with the same
legal binding force.
Chapter
15 Miscellaneous
Article
27 Any
notice by telegraph and fax herein, once sent, shall be deemed effectively
given; if by post, it shall be deemed effectively given three days after the
mailing date.
Article
28 Other
matters agreed upon by the parties are as follows:
Article
29 Anything
not covered herein shall be agreed upon through discussion by the parties,
and
then written agreement shall be made.
Article
30 This
Agreement is made in two
(2)
copies of equal validity with both parties holding one each.
Article
31 This
Agreement is made and entered into on June ____, 2008 in ________ by the parties
hereto.
9
|
Beijing
Bank
|
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|
/s/
Xxxxxxx Xxx
|
/s/
Xu Su
|
|
Seal
|
Seal
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10
