UNOFFICIAL SUMMARY TRANSLATION FORM OF WORKING CAPITAL LOAN AGREEMENT [ DATE ]
UNOFFICIAL
SUMMARY TRANSLATION
FORM
OF
[
DATE
]
Table
of Contents
|
Page
No.
|
||||
|
Item
1 Type of Loan
|
3
|
|||
|
Item
2 Purpose of Loan
|
3
|
|||
|
Item
3 Loan Amount and Term
|
3
|
|||
|
Item
4 Interest Rate and Interest Computation
|
3
|
|||
|
Item
5 Source and Method of Repayment
|
4
|
|||
|
Item
6 Guarantee
|
5
|
|||
|
Item
7 Rights and Obligations of Two Parties
|
5
|
|||
|
Item
8 Liability of Breach of Contract
|
7
|
|||
|
Item
9 Effectiveness, Modification, Cancellation and Termination of the
Contract
|
8
|
|||
|
Item
10 Resolution of Disputes
|
9
|
|||
|
Item
11 Other Matters of Mutual Agreement
|
9
|
|||
|
Item
12 Exhibits
|
10
|
|||
Contract
No: Year No.
Borrower
(Party A): Beihai
Hi-Tech Wealth Technology Development Co. , Ltd.
Address:
Industrial Park, Beihai
Legal
Representative:
▇▇
▇▇▇▇
Lender
(Party B): [
Bank]
Address:
Legal
Representative:
Party
A
is applying for loan from Party B for the purpose according to Item 2.1 in
this
contract. Party B has agreed to lend the loan to Party A. In order to clarify
the rights and obligations of the two parties, Party A and Party B conclude
this
contract after equal consultation in accordance with “Contract Law”, “Loan
Regulations” and other relevant laws and regulations.
Item
1 Type
of Loan
1.1 The
loan
hereunder is working capital loanømiddle or short-term÷.
Item
2 Purpose
of Loan
2.1 The
purpose of the loan hereunder is for purchasing of .
2.2 Party
A
shall not modify the purpose of this loan without written consent of Party
B.
Item
3 Loan
Amount and Term
3.1 The
loan
amount is Renminbi (RMB
)
3.2 The
loan
term hereunder is
months,
from to
.
3.3 Party
A
shall make one withdrawal according to item 3.2. Under special circumstances,
the withdrawal can be made 5
days
earlier or later with the written consent of Party B. The actual date of
withdrawal is based on the date of the borrowing receipt of Party A and Party
B.
Borrowing receipt or loan withdrawal proof is a non-separable part of this
contract. Except for the withdrawal date, other matters shall be based on this
contract if they are different from this contract.
Item
4 Interest
Rate and Interest Computation
4.1 Interests
are computed daily rate based on the actual number of days (daily interest
rate
= annual interest rate/360) after the actual date of withdrawal. Interest
payment is made
and the
interest payment day is__
of each
month. If the interest payment day is on the non-working day of bank, the
interest payment will be made on the next bank working day. All interests shall
be paid when the loan is due.
3
4.2 The
loan
interest rate hereunder is determined according to item .
4.2.1 The
annual interest rate is ___
fixed
and no adjustment will be made during the term of the contract;
4.2.2 The
interest rate hereunder is the
prime
rate of the People Bank of China for the same type of loan. The interest rate
is
adjusted
per
period. One period is one
year.
The time to determine the interest rate of the first period is the contract
effective date. According to the prime rate of the People Bank of China for
the
same type of loan at the contract effective date and the floating range agreed
upon by both parties, Party B decides the interest rate of the current period
is
______%
per
annum. The time to determine the interest rates of the second and future periods
are the corresponding dates to the contract effective date. Party B will decide
the interest rate for the period according to the prime rate of the People
Bank
of China for the same type of loan at the corresponding date to the contract
effective date and the floating range agreed upon by both parties. If there
is
no corresponding date to the contract effective date, the last day of the month
will be the corresponding date.
For
installment withdrawal, the interest rate is the interest rate of the period
based on the contract effective date or the corresponding date to the contract
effective date and will be adjusted next period at the corresponding date to
the
contract effective date.
The
corresponding date to the contract effective date is one period after the
contract effective date, for example, if the contract effective date is May
9,
the corresponding date of the second period is June 9 if the period is one
month; and the corresponding date of the second period is August 9 if the period
is one quarter; and the corresponding date of the second period is May 9 the
next year if the period is one year.
4.2.3 Other
method: ___
Party
B
will send a written notice to Party A within 30 days for the change of interest
rate. The execution is not affected whether the notice is received by Party
A or
not.
4.3 If
the
Bank of China changes the interest rate or the method to determine the interest
rate, the interest rate will be determined by the rules of Bank of
China.
Item
5 Source
and Method of Repayment
5.1 The
source of repayment of Party A for the loan principal amount hereunder is from
but not limited to:
5.1.1 Sales
revenue and operating income
5.1.2 Other
income.
4
5.2 If
there
is any restrictions caused by other agreements on Party A for the repayment
of
loan, those agreements shall not influence Party A’s obligation of loan
repayment under this contract. Under no circumstance shall Party A use item
5.1
to refuse to fulfill its obligation to repay the loan under this
contract.
5.3 Party
A
shall pay the full interest amount timely according to the contract and repay
the principal amount according to the agreement in item _____.
5.3.1 One
repayment, Party A shall make one repayment for the total principal amount
on
;
5.3.2 Installment
Payment, the repayment amounts and the dates are as follows:
5.3.2.1
___
Year
___
Month
___
Date,
Amount ___
;
5.3.2.2
___
Year
___
Month
___
Date,
Amount ___
;
5.3.2.3
___
Year
___
Month
___
Date,
Amount ___
;
5.3.2.4
___
Year
___
Month
___
Date,
Amount ___
;
5.3.2.5
___
Year
___
Month
___
Date,
Amount ___
;
5.4 Party
A
shall prepare enough fund for Party B’s account for the accrued interest of the
period or principal amount before the interest date and principal repayment
date
according to the contract and authorize Party B to transfer fund from Party
A’s
account on the date of interest payment and principal repayment.
Item
6 Guarantee
6.1 The
method of guarantee hereunder is
mortgage.
6.2 Party
A
has the obligation to assist Party B to enter into a Guarantee Agreement
between
Party B and the Guarantor.
6.3 If
the
guarantee hereunder has changes not favorable to Party B, Party A shall provide
other satisfactory guarantee upon Party B’s notice.
Item
7 Rights
and Obligations of Two Parties
7.1 Rights
and obligations of Party A:
7.1.1 withdraw
and use the loan proceeds according to the purpose and term of the
contract;
7.1.2 Upon
Party B’s consent, Party A can make earlier repayment and shall compensate the
anticipated loss and other expenses of Party B;
5
7.1.3 Shall
be
responsible for the truth, accuracy and completeness of the documents provided
during the investigation;
7.1.4 Accept
voluntarily the investigation, understanding and supervision of Party B for
the
use of the loan;
7.1.5 Assist
Party B actively for the investigation, understanding and supervision of the
production, management and financial information, and has obligation to provide
to Party B the Income Statement, Balance Sheets and other relevant financial
statements;
7.1.6 Repay
the
principal and interest of the loan according to the contract;
7.1.7 Be
responsible for the related expenses hereunder, including but not limited to
the
expenses of notary, assessment, registration, etc;
7.1.8 Shall
mail the return receipts within 3 days for the letters and documents sent by
Party B;
7.1.9 If
there are activities such as lease, business combination, business acquisition,
joint-venture, spin-off, change of stocks, major assets transfer and other
activities which affect Party B’s rights, Party A shall notify Party B at least
30 days earlier and get Party B’s written approval. Otherwise, no such
activities are allowed before the full repayment of all the
debts.
7.1.10 Shall
send written notice to Party B within 7 days for the changes of residence,
mailing address, scope of business, legal representative and other business
registration matters;
7.1.11 Shall
send written notice to Party B immediately for the incidents which endanger
its
normal business and other incidents which affect adversely its repayment
obligation, including but not limited to major business disputes, bankruptcy,
deterioration of financial condition, etc.
7.1.12 If
the
business is stopped and terminated, Party A shall send written notice to Party
B
within 5 days after the occurrence of the incidents and promise to return the
principal and interest amounts.
7.2 the
rights and obligations of Party B:
7.2.1 Request
Party A to provide all documents related to this loan;
7.2.2 Withdraw
money from Party A’s account for principal, interests, compound interests,
interest penalty and other fees which shall be paid by Party A, according to
the
agreement of this contract or laws and regulations;
7.2.3 has
right to perform credit penalty, inform related government organizations, inform
the media if Party A tries to avoid Party B’s supervision, not repay the
principal and interests or other activities resulted from breach of
contract;
6
7.2.4 provide
the full loan amount each period to Party A according to the contract (excluding
delay caused by Party A);
7.2.5 keep
the
information regarding Party A’s debts, finance, production and management
confidential, excluding those agreed in this contract or required by laws and
regulations.
Item
8 Liability
of Breach of Contract
8.1 Party
A
and Party B shall fulfill the obligations in this contract after the contract
comes into effect. Any Party shall be liable for breach of contract if it fails
to fulfill or fully fulfill the obligations in the contract.
8.2 If
Party
A does not withdraw the loan according to item 3.3 in this contract, Party
B has
the right to receive daily late liquidation damage based on the contracted
interest rate.
8.3 If
Party
B does not provide the loan according to item 3.3 in this contract, it will
pay
for the daily late liquidation damage based on the contracted interest
rate.
8.4 If
Party
A prepays the loan in the contract without Party B’s written consent, Party B
has the right to collect the interest based on the loan term and interest rate
in this contract.
8.5 If
Party
A does not repay the principal of the loan and interest on the loan when the
loan is due, Party B has the right to set a payment deadline. Party A will
authorize Party B to collect all the fund in all Party A’s accounts in the
Industrial and Commercial Bank of China to compensate for the debts in this
contract. For the overdue loan, Party B will collect the penalty interest
above
the contracted interest rate. And for the unpaid interest, Party B will collect
the compound interest
above
the contracted interest rate.
8.6 If
Party
A does not use the fund according to the purpose of the loan, Party B has the
right to stop disbursement of the loan, has the right to collect part or all
of
the loan or cancel the contract. For the loan not used for the purpose of the
contract, Party B will collect the penalty interest based on the days when
the
loan is not used according to the contract and
above
the contracted interest rate. And for the unpaid interest, Party B will collect
the compound interest based on
above
the contracted interest rate.
8.7 For
the
interest not paid by Party A on the interest date during the loan term, compound
interest will be collected according to the contracted interest rate. If the
loan is overdue, compound interest will be calculated according to item
8.5.
8.8 If
situation described by 8.5 and 8.6 both exist, Party B will select to penalize
the severe one, not both of them.
8.9 If
Party
A has one of the following activities, Party A shall correct its behavior and
adopt satisfactory remedies within 7 days after notice from Party B. Otherwise,
Party B has the right to take back part or all of the loans in advance and
collect daily liquidation damages based on overdue interest
rate.
7
8.9.1 provide
false or materially misstated balance sheets, income statement and other
financial statements;
8.9.2 not
assist or refuse the supervision of Party B for its use of the loan and
activities of production, management and finance;
8.9.3 transfer
or dispose or threaten to transfer or dispose its major assets;
8.9.4 major
or
all part of its assets are possessed by the creditors, taken by designated
trustees or similar people or its assets are frozen, which may cause severe
damage to Party B;
8.9.5 activities
such as leasing, business combination, business acquisition, spin-off, stock
change, transfer and activities which affect Party B’s rights and endanger the
Party B’s interest as a creditor;
8.9.6 incidence
such as change of residence, mailing address, business scope, legal
representative, etc., or major investment outside the company which affect
adversely or endanger Party B’s interest as a creditor;
8.9.7 major
business dispute or deterioration of financial condition, etc. which affect
adversely or endanger Party B’s interest as a creditor;
8.9.8 other
activities or incidents which affect adversely or endanger Party B’s interest as
a creditor;
Item
9
Effectiveness,
Modification, Cancellation and Termination of the Contract
9.1 This
contract shall come into effect on the date it is signed and stamped by Party
A
and Party B. If there is a guarantee, the contract shall come into effect after
the guarantee contract comes into effect. The contract shall terminate on the
date when the principal, interest, compound interest, penalty interest,
liquidated damage and other fees are fully paid.
9.2 If
one of
the following circumstances occur, Party B has the right to cancel the contract
and request Party A to prepay the principal and interest and compensate for
the
loss:
9.2.1 the
business of Party A is stopped or terminated, the business license is suspended
or stopped;
9.2.2 the
guarantee of this contract has changes not favorable to Party B’s right as a
creditor and Party A fails to provide new guarantee upon Party B’s
request;
8
9.2.3 Party
A
does not repay the loan when it is due, does not use the loan for its contracted
purpose, does not pay the interest or conducts other activities that are breach
of contract.
9.3 If
Party
A requests the extension of the loan, Party A shall send the written application
and the guarantor’s agreement of continuing its guarantee to Party B 30 days
before the contract expires. Upon the approval of Party B and signing of the
extension contract, the loan under the contract will be extended. Before the
signing of the extension contract, this contract is still under
performance.
9.4 After
the
contract comes into effect, neither Party A nor Party B can modify or cancel
this contract by itself. If there is a need to modify or cancel this contract,
Party A and Party B shall agree after consultations and come into written
agreement. Before the written agreement is made, this contract is still under
performance.
Item
10
Resolution
of Disputes
10.1 Disputes
arise from the performance of this contract shall be solved by consultation
of
Party A and Party B. If consultations are unsuccessful, resolution shall be
made
according to item 10.1.2;
10.1.1 Arbitrage
by ;
10.1.2 File
lawsuit to the local court where Party B is located;
Item
11
Other
Matters of Mutual Agreement
11.1 Party
A
shall disclose its related parties and related party transactions completely,
accurately and in a timely manner. If Party A does not disclose the above
information or Party A and its related parties have the following circumstances
which may affect Party A adversely to fulfill its obligation under this
contract, Party B has the right to adopt the remedies according to this contract
or business regulations.
1) the
deterioration of finance conditions of Party A’s related parties;
2) Party
A
and its related parties are under investigation of or penalized by legal, tax
or
business authorities;
3) the
relationship of controlling and being controlled is changed between Party A
and
its related parties;
4) the
related party of Party A is involved in or may be involved in major business
disputes, lawsuits or arbitrations;
5) the
major
investors, key managers of Party A have abnormal changes or are involved in
illegal activities and are investigated by legal authorities or restricted
of
personal freedom;
9
6) other
incidents of the related parties of Party A which may affect Party A
adversely.
According
to “Corporate Accounting Standards- disclosure of related parties and related
party transactions”, the related party refers to:
| 1) |
Companies
which are directly or indirectly controlled by Party A, companies which
directly or indirectly control Party A or companies, together with
Party
A, are controlled by one company;
|
| 2) |
the
co-operative company of Party A;
|
| 3) |
the
joint-venture of Party A;
|
| 4) |
the
major investors, key managers or close family
members;
|
| 5) |
Companies
which are controlled by the major investors, key managers or close
family
members;
|
The
other
words used here have the same meaning as the same words used in “Corporate
Accounting Standards- disclosure of related parties and related party
transactions”.
11.2
11.3
11.4
Item
12
Exhibits
12.1 The
exhibits in this contract are non-separable parts of the contract and have
the
same legal validity as the contract main part.
12.2 During
the performance of the contract, if the withdraw date and the payment date
are
not on bank working days, they will be on the next bank working
days.
12.3 There
are
three
copies
of the contract. One shall be held each by Party A, Party B and the ,
and
shall have the same legal validity.
|
Party
A (seal)
|
Party
B (seal)
|
|
Legal
Representative
|
Responsible
person
|
|
[
DATE ]
|
[
DATE ]
|
10