China Merchants Bank Co., Ltd. Shanghai Branch Maximum Pledge Contract Maximum Pledge Contract
Exhibit 10.2
China Merchants Bank Co., Ltd.
Shanghai Branch
1
Serial
No.: 4802181206
Pledgee:
China Merchants Bank Co., Ltd. Shanghai Dalian Road Sub-branch
(hereinafter referred to as “Party A”)
Chief
Person-in-charge: Xxx Xx
Pledgor:
Cellular Biomedicine Group HK Limited (hereinafter referred to as
“Party B”)
(The
Pledgor is a legal person or other entity.)
Legal
Representative / Chief Person-in-charge: Xxxxx Xxx
(The
Pledgor is a natural person.)
Nationality:
ID
Name:
ID
No.:
Tel.:
Whereas:
According
to the Credit Extension Agreement (hereinafter referred to as the
“Credit Extension Agreement”) with serial number as
4802181206 enacted
and entered into by and between Party A and Party B or the
Authorized Applicant –Shanghai Cellular Biomedicine Co., Ltd.
(specific name required), it is agreed upon that, during the credit
extension period stipulated by the Credit Extension Agreement (namely, the
determined duration of creditor’s rights), the credit line
(hereinafter referred to as the “Credit Line”) of
RMB (in words)
one hundred million
(including other currencies of the equivalent value) shall be
granted to Party B (or the Authorized Applicant).
To
guarantee the timely and full repayment of all the debts Party B
(or the Authorized Applicant) owes to Party A under the
Credit Extension Agreement,
Party B shall apply the property it possesses or enjoys the right
of disposition thereof according to law to be a pledge. Upon
review, Party A shall accept the property Party B possesses or
enjoys the right of disposition thereof according to law to be the
pledge. In accordance with relevant laws and provisions, Party A
and Party B, upon equal negotiation, have reached an agreement on
the following clauses, and hereby conclude this
Contract.
1. Pledge
Applied by Party B
|
Serial
No.
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Name
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Quantity
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Value
|
Pledge
Rate
|
Term
|
Right
(Ownership) No.
|
Ownership
Certificate
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|
1
|
Certificate of time
deposit
|
one
|
US$17,000,000.00
|
100%
|
One
year
|
0007675051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(It’s
available to increase/adjust columns and contents in accordance
with the actual situations of the pledge.)
2
2. The
pledge hereunder refers to the maximum pledge.
2.1 During the credit
extension period, Party A may provide Party B (or the Authorized
Applicant) with credit extension for multiple times within the
Credit Line; the specific type and amount of credit extension,
whether types of credit extension may be adjusted and specific use
conditions etc. shall be subject to the content approved by Party
A. If Party A adjusts the original opinions approved by itself in
accordance with the application of Party B (or the Authorized
Applicant) during the credit extension period, the approval opinion
produced by Party A subsequently shall constitute the supplement
and modification of the original one, and the rest can be done in
the same manner.
The
expiry date of each specific business may be later than that of the
credit extension period, to which the Parties have no
objection.
2.2 Upon expiration of
the credit extension period, if the loan, advance money or other
credit line Party A provides with Party B (or the Authorized
Applicant) under the Credit
Extension Agreement still bears any balance, Party B shall
apply the pledge to assume the guarantee liability within the
pledge guarantee scope confirmed by Article 3 hereof; if Party A presses Party B (or the
Authorized
Applicant) for payment prior
to the expiry date of the credit extension period in accordance
with the Credit Extension
Agreement and specific
contract clauses, Party B shall apply the pledge to assume the
guarantee liability within the pledge guarantee scope confirmed by
Article 3 hereof as well.
2.3 Where
Party A provides Party B (or the Authorized Applicant) with such
credit businesses as commercial acceptance, L/C (including
entrusted establishment of L/C and back-to-back credit, same as
below), letter of guarantee, back letter of delivery, factoring and
cross-border interconnected trade financing within the credit
extension period, if Party A never advances any money for Party B
or provides guarantee for any payment prior to the expiry date of
the credit extension period, yet actually does so under the
foregoing business item upon expiration thereof, Party B shall
apply the pledge to assume the guarantee liability within the
pledge guarantee scope confirmed by Article 3 hereof.
2.4 Where
Party A and Party B (or the Authorized Applicant) reach an
agreement on the term of specific business, interest rate and
amount or change relevant agreements during the performance process
of each business under the Credit
Extension Agreement, or Party A adjusts the interest rate
during the pledge guarantee period in accordance with the
Credit Extension Agreement
and/or the agreement of each specific business, it’s
unnecessary to gain the consent of Party B or additionally notify
Party B, which Party B shall recognize and exerts no influence on
the pledge guarantee liability attributed to Party B
hereunder.
2.5 If
the document received by Party A for any L/C business under the
Credit Extension Agreement
is reviewed by Party A as existing discrepancy, which the
Authorized Applicant accepts, Party B shall apply the pledge to
assume the guarantee liability for the principal and interest of
creditor’s rights generated from the external acceptance or
payment conducted by Party A thereby. Party B is prohibited to
propose any demurrer on the ground that it is absent for the
acceptance of the discrepancy or that Party B is not notified for
the discrepancy.
2.6 In
terms of the modification of any L/C or letter of guarantee (or
standby letter of credit) hereunder, or the extension of any
forward L/C acceptance or due payment, it’s unnecessary to
obtain the consent of Party B or additionally notify Party B, which
Party B shall recognize and exerts no influence on the pledge
guarantee liability attributed to Party B hereunder.
3
2.7 It is confirmed by
Party B that, all the business agreements concluded by Party A and
Party B (or the Authorized Applicant) for specific businesses
hereunder (either single agreement/application form or framework
agreement) shall constitute an inseparable component of the
Credit Extension Agreement,
and jointly stipulate the rights and obligations of specific
businesses.
It is
confirmed by Party B that, the specific amount of actually incurred
credit business between Party A and Party B (or the Authorized
Applicant), as well as its term and purpose etc. shall be subject
to the detailed business agreement, the business vouchers produced
by Party A and the business records of Party A’s
system.
2.8 In terms of the
letter of guarantee / guarantee for customs tax payment / guarantee
for xxxx payment transacted by Party A as applied by Party B (or
the Authorized Applicant), the transfer of relevant rights and
interests thereof shall exert no influence on the guarantee
obligation attributed to Party B hereunder. It is committed by
Party B that, it shall not propose any demurrer on this
ground.
3. Scope
of Pledge Guarantee
3.1 The scope of pledge
guarantee hereunder shall cover the loan Party A provides for Party
B (or the Authorized Applicant) within the Credit Line under the
Credit Extension Agreement,
the total balance of other principal credited (no more than
RMB one hundred million only) as
well as interest, default interest, compound interest, liquidated
damages, factoring charge, expense on recovering creditor’s
rights and realizing pledge, and other related expenditures,
including but not limited to:
3.1.1 Balance
of loan principal issued by Party A in accordance with each
specific contract under the Credit
Extension Agreement and corresponding interests, default
interests, compound interests, liquidated damages and related
expenditures;
3.1.2 Balance
of principal paid by Party A on behalf of Party B (or the
Authorized Applicant) as a result of performing the commercial
xxxx, L/C, letter of guarantee / guarantee for customs tax payment
/ guarantee for xxxx payment, letter of guarantee for delivery,
corresponding interests, default interests, compound interests,
liquidated damages and related expenditures, as well as debts owed
by Party B to Party A due to the guarantee for commercial xxxx
accepted by Party B (or the Authorized Applicant);
3.1.3 Balance
of external payment entrusted by Party A for trade financing
business under the Credit
Extension Agreement and corresponding interests, default
interests, compound interests, liquidated damages and related
expenditures;
3.1.4 Creditor’s
rights of Party B’s (or the Authorized Applicant’s)
receivables transferred to Party A under the factoring business and
corresponding liquidated damages for delay (overdue fine and
expenditures), and/or the fundamental payment for acquisitions
(fundamental payment for underwriting) paid by Party A to Party B
(or the Authorized Applicant) by virtue of own capital or other
funds of legal source as well as relevant factoring
expense;
3.1.5 Advance
money for Party B (or the Authorized Applicant) as a result of
Party A’s performance of the obligations attributed to the
issuing bank under the L/C reissued by other branch of China
Merchants Bank subject to the entrustment of Party A upon request
of Party B (or the Authorized Applicant), inward documentary bills
generated from the issuance of such L/C, balance of the principal
for pick-up guarantee, as well as corresponding interests, default
interests, compound interests, liquidated damages and related
expenditures;
3.1.6 All
the debts owed by Party B (or the Authorized Applicant) under such
businesses as derivatives transaction and gold lease;
4
3.1.7 Documentary
credit or advance money assumed by Party A pursuant to specific
business agreements for the purpose of repaying the coordination
platform financing (no matter within the credit extension period or
not), provided that Party A transacts such cross-border
interconnected trade financing as entrusted establishment of L/C,
entrusted overseas financing and cross border express trading for
Party B (or the Authorized Applicant) under the Credit Extension Agreement, as well as
corresponding interests, default interests, compound interests,
liquidated damages and related expenditures;
3.1.8 Arrearages
of specific business under / (name of agreement required)
with serial number as originally executed by
Party A (or subordinates of Party A) or / and Party B (or the
Authorized Applicant);
3.1.9 Expenses
(including but not limited to litigation fees, attorney’s
fees, announcement fees, delivery fees and travel expense) incurred
by Party A as a result of charging debts against Party B (or the
Authorized Applicant) and realizing pledge.
3.2 In terms of the
cyclical credit line, if the loan provided by Party A for Party B
(or the Authorized Applicant) or the balance of other principal
credited is over the Credit Line, Party B shall not assume the
guarantee liability for the excessive part. Instead, it shall
assume the guarantee liability for the loan or the balance of other
principal credited within the Credit Line, as well as corresponding
interests, default interests, liquidated damages, compound
interests and related expenditures.
Notwithstanding
the foregoing, it is explicitly stipulated by the Parties that,
even if the loan provided by Party A for Party B (or the Authorized
Applicant) or the balance of other principal credited is over the
Credit Line at any time point, Party B is prohibited to propose
demurrer on the ground of the aforesaid paragraph, provided that
the total balance of various principals credited is no more than
the total Credit Line while Party A asks Party B to assume the
pledge guarantee liability. Under this circumstance, Party B shall
apply the pledge to assume the pledge guarantee liability for the
balance of all the principals credited and their interests, default
interests, compound interests, liquidated damages and relevant
expenses.
3.3 Where Party A
transacts such debts as under repayment of new loan, conversion of
old loan or L/C, letter of guarantee and xxxx etc. (no matter such
old loan, L/C, letter of guarantee and xxxx etc. occurs during or
prior to the credit extension period) for Party B (or the
Authorized Applicant) during the credit extension period, it is
confirmed by Party B that, the debts generated therefore shall be
included into the scope of guarantee liability.
3.4 Where Party B (or
the Authorized Applicant) applies for import letter of credit, and
the same L/C subsequently witnesses inward documentary bills
actually, import letter of credit and inward documentary bills
shall occupy the same credit line. In other words, on the
occurrence of inward documentary bills, if the limit recovered upon
external payment of L/C is used to transact inward documentary
bills, it shall be deemed that the same limit of the original
import letter of credit is occupied. It’s confirmed by Party
B that, the debts generated therefore shall be included into the
scope of guarantee liability.
4. Independence
of the Contract
This
Contract is independent and unconditional, and has its validity
exempted from the influence of the following factors, including but
not limited to the effectiveness of the Credit Extension Agreement and each
specific contract thereof, or any agreement and document concluded
by Party B (or the Authorized Applicant) with any entity and/or
individual, or any fraud, reorganization, close-down, dissolution,
liquidation, bankruptcy, merger, division, restructuring and
expiration of business term of Party B (or the Authorized
Applicant), or any grace in time and renewal granted by Party A to
Party B (or the Authorized Applicant) or Party A’s deferred
performance of its right of charging debts against the Authorized
Applicant as per relevant agreements.
5
Where
the creditor’s rights of Party A witness other
mortgage/pledge guarantee or guarantors simultaneously, Party A
shall be entitled to claim the guarantee right against each
pledgor/mortgagor (with Party B inclusive) and guarantor
respectively, successively or simultaneously; where Party A waives
the sequence of mortgages, waives/changes/terminates other mortgage
and pledge guarantee, alters or terminates the guarantee liability
of guarantor(s), or delays in claiming its rights against any
pledgor/mortgagor/guarantor, it exerts no influence on the
guarantee liability of Party B hereunder. Instead, Party B is still
obliged to assume the pledge guarantee liability for Party A as per
this Contract.
5. Pledge
Term
The
pledge term shall commence from the effective date of this Contract
and end on the expiry date of the statute of limitations of the
creditor’s rights under the Credit Extension
Agreement.
6. Transfer
and Delivery of the Pledge
6.1 If the pledge
hereunder is a movable property, Party B shall transfer the pledge
to Party A for occupation on the execution date of this
Contract.
If the
pledge is deposited in any third party other than Party B, Party B
shall send the Pledge Notice to the said third party on the
execution date of this Contract, and the pledge shall be deemed as
transferred to Party A for occupation while the Pledge Notice is
given upon to the third party.
If
Party B applies cash deposit to provide pledge for the credit
extension business under the Credit Extension Agreement, Party B
shall deposit the stipulated amount of cash deposit into the
account opened in Party A (the account shall be subject to the one
automatically generated or recorded in the system of Party A while
cash deposit is deposited therein) in accordance with the
requirement of Party A. Then, it shall be deemed that the capital
has been fixed in the way of cash deposit and transferred to Party
A for occupation, which provides guarantee for the debts of Party B
(or the Authorized Applicant) under the Credit Extension Agreement and Party B
cannot use without the authorization of Party A.
6.2 If the pledge
hereunder is title, Party B shall deliver the document of title to
Party A on the execution date of this Contract, and make
corresponding records thereon. Party A shall properly preserve the
document of title. Should the document of title suffer loss as a
result of improper preservation, Party A shall assume the
re-application expense.
6.3 Where Party B fails
to transfer or deliver the pledge in a timely manner, Party B shall
be held responsible for compensation with regard to the losses
suffered by Party A therefore.
7. Pledge
Registration
7.1 The pledge
hereunder must go through the pledge registration according to law.
Otherwise, no pledge may be established. Party B shall coordinate
with Party A to perform the pledge registration in corresponding
registration management authority by holding this Contract and
relevant materials within the time period required by Party
A.
If the
pledge hereunder is receivables, Party B shall authorize Party A to
go through the pledge registration thereof (including initial
registration, amended registration, dissenting registration,
extension registration and cancellation registration). The pledge
registration system of receivables refers to the “receivables
pledge registration publicity system” of the People’s
Bank of China.
6
7.2 Party B shall
actively cooperate with Party A to transact relevant formalities as
per the preceding paragraph on the principle of honesty and
credibility. In case of any change of registered information such
as legal person and corporate name, or upon occurrence of
dissenting registration, Party B shall timely notify Party A. Where
the timely transaction of relevant formalities fails for reasons
attributed to Party B, or the registration becomes invalid for the
failure of notifying alteration in registered information, Party B
shall assume the compensation liability for losses suffered by
Party A therefore.
7.3 Where company
shares are deemed as the pledge hereunder, in case of any allotment
of shares (namely, allotment of shares to original shareholders) or
additional issuance during the pledge period, Party B shall perform
the purchase obligation in full amount, and apply them for pledge
together with pledged shares, instead of waiving the right of
allotment of shares or additional issuance.
Upon
allotment of shares or successful subscription of shares, Party B
shall timely cooperate with Party A to apply to the share pledge
registration authority for pledge registration, and transact the
pledge registration formalities.
8. Preservation
of Pledge and Fruits
8.1 Party A is obliged
to preserve the pledge hereunder in a proper manner. Should the
pledge suffer losses or damages as a result of improper
preservation, Party A shall assume the civil
liability.
8.2 Where Party A fails
to properly preserve the pledge hereunder, which may cause the loss
or damages to the pledge thereof, Party B shall be entitled to ask
Party A to draw the pledge, or require the prepayment of debts for
the purpose of pledge return.
8.3 Party A shall be
entitled to collect the fruits generated from the pledge, which
shall be initially applied to offset the expense on fruits
collection. Party A shall enjoy the pledge for the residual
fruits.
9. Insurance
9.1 Party B is obliged
to take Party A as the first beneficiary, to transact sufficient
property insurance for the pledge, and to deliver the policy to
Party A for preservation. In principle, the insured term shall be
longer than the credit extension period stipulated by the
Credit Extension Agreement.
Where the credit extension period is prolonged or the credit debt
fails to be repaid upon expiration, Party B must go through the
formality for the purpose of prolonging the insured term. If the
insured property suffers any losses, Party A shall be entitled to
preferentially take back the principal and interests and other
relevant fees under the Credit
Extension Agreement from the insurance compensation, or
deposit the insurance compensation into the account of cash
guarantee deposit, or negotiate with Party B to transact the
withdrawal formalities of insurance compensation, so as to collect
corresponding amounts / pay payables upon expiration of loans,
discounted or accepted drafts, L/C produced and letter of guarantee
under the Credit Extension
Agreement.
9.2 Where Party B fails
to purchase insurance for the pledge or fails to prolong the
insured term as required, Party A shall be entitled to directly
purchase insurance or extend the insured term on behalf of Party B
and have relevant expenses undertaken by Party B, in which
circumstance Party A can conduct direct deduction from any account
of Party B.
9.3 Where Party B (or
the Authorized Applicant) fails to repay all the debts under the
Credit Extension Agreement
upon expiration of the insured term, Party B must go through the
renewal formality for the insured term of the pledge. Otherwise,
Party A shall be entitled to transact the formality on behalf of
Party B and have relevant expenses undertaken by Party B, in which
circumstance Party A can conduct direct deduction from any account
of Party B.
7
10. Assumption
of Relevant Expenses
If this
Contract refers to notarization (except for compulsory execution
notarization) or any third party is entrusted to commission
services, relevant expenses arising therefore shall be
independently assumed by the commissioning party. If the Parties
jointly serve as the commissioning party, they shall undertake 50%
thereof respectively.
11. Disposition
of the Pledge
11.1 If
the pledge suffers damages or has its value substantially declined
during the validity hereof, which is likely to endanger the rights
of Party A, Party A shall be entitled to ask Party B to provide
corresponding guarantee; if Party B refuses to provide guarantee,
Party A may conduct auctions or sales of the pledge, apply the
proceeds obtained from auctions or sales thereof to repay the loan,
advance money, principal and interests of other creditor’s
rights etc. under the Credit
Extension Agreement in advance, or carry out drawing from
the third party stipulated with Party B.
11.2 Party
A shall be entitled to dispose the pledge according to law
if:
11.2.1 Party
B (or the Authorized Applicant) commits any event of default
stipulated by the Credit Extension
Agreement, or any specific business agreement;
11.2.2 Party
B or other pledgors/mortgagors/guarantors commit any event of
default stipulated by the Credit
Extension Agreement, or Party B fails to perform its
obligations hereunder;
11.2.3 Party
B, while being a natural person, has neither successor nor donee on
death, or the successor and donee of Party B waives inheritance or
legacy and refuses to perform the obligations
hereunder;
11.2.4 Party
B, while being a legal person or other entity, suffers termination
of business, withdrawal or cancellation of business license, and
applies for or is applied for bankruptcy and
dissolution;
11.2.5 The
materials concerning tax rebate amount and its transfer into
account provided by Party B to Party A is proved to be falsified or
forged;
11.2.6 There
are other events threatening the realization of creditor’s
rights under the Credit Extension
Agreement.
11.3 Where
Party B conceals the co-ownership and disputes of the pledge, or
Party B enjoys neither ownership nor disposition of the pledge,
Party A shall be entitled to ask Party B to provide new guarantee
after becoming aware thereof. If Party B fails to provide new
guarantee as required by Party A, Party B shall assume the
liquidated damages at % of the Credit Line
under the Credit Extension
Agreement. Should Party A suffer any economic losses
therefore, Party B shall be held responsible for compensating all
the economic losses of Party A. Under this circumstance, Party A
shall be entitled to instantly exercise the right of recourse
against Party B or the Authorized Applicant.
11.4 Where
the pledge suffers declining market value/value/damage, or has the
pledge rate no longer satisfying Party A’s requirements or
touching the early warning line (early warning line: see 16.8 ) as a result of
market changes or fluctuation of exchange rate; or the pledge is
equity of the Authorized Applicant held by Party B and the equity
shares subject to pledge more than 50% (including 50%) of the total
shares of the Authorized Applicant; or the equity transaction price
is lower than the net assets value per share, Party B shall provide
cash deposit as required by Party A, or increase/replace with new
guarantee, so as to remedy the gap arising from the declining
market value of the pledge. Otherwise, it shall be deemed that,
Party B commits the event of default under the Credit Extension Agreement, and Party A
may take corresponding remedies for its breach.
8
12. Where the pledge
hereunder is a document of title (including but not limited to
xxxx, bond, warehouse receipt, deposit receipt and xxxx of lading)
or any financing product, if the expiry date of the said document
of title or the said financing product is earlier than the expiry
date of each specific business under the Credit Extension Agreement, on the
expiration of the said document of title or the said financing
product, Party A shall conduct redemption or realization and apply
the proceeds obtained therefore to repay the debts attributed to
Party B (or the Authorized Applicant) under the Credit Extension Agreement in advance
(under this circumstance, relevant debts shall due in advance), or
directly deposit relevant amounts into the account of cash deposit
opened by Party B in the side of Party A to be the pledge guarantee
for the debts owed by Party B (or the Authorized Applicant) under
the Credit Extension
Agreement, or negotiate with Party B for the pick-up of the
goods under the said document of title and transact drawing, which
Party B has no objection to. Furthermore, Party B shall coordinate
with Party A to transact relevant formalities as
required.
Where
the pledge hereunder is a deposit receipt, if the said deposit
receipt experiences automatic redeposit, partial prepayment, term
variation, or suspension by competent authority, and thus changing
its serial number, amount and term, it shall exert no influence on
the pledge validity, in which circumstance the altered deposit
receipt shall be deemed as the renewal of the original one and
continuously provide pledge guarantee for the debts under the
Credit Extension
Agreement.
If the
expiry date of relevant documents of title or financing products is
later than the expiry date of each specific business under the
Credit Extension Agreement,
Party A shall be entitled to withdraw relevant amounts, conduct
redemption of relevant bills and auctions/sales of relevant goods
in advance, apply the proceeds obtained therefore to repay the
debts of Party B (or the Authorized Applicant) under the
Credit Extension Agreement,
and have Party B independently assuming the interests, loss in
revenue and expenses generated therefore.
If the
pledge hereunder is cash deposit, it may be deposited into the
account of cash deposit in a lump sum, or in accordance with the
business occurrence situation, be deposited into the account of
cash deposit from time to time as required by Party A, which shall
serve as the guarantee for credit business. It is confirmed by
Party B that, the deposit/deduction of cash deposit into/from the
same account of cash deposit from time to time, and the partial
release of case deposit performed by Party A as applied by Party B
shall exert no influence on the specialization of cash deposit. The
deposit/deduction of any cash deposit and the congruent
relationship with the principal creditor’s rights guaranteed
by such cash deposit shall be subject to the business
information/record saved by Party A. The authenticity, accuracy and
legality of such business information/record is recognized by Party
B.
13. Special
Provisions on the Pledge of Export Tax Rebate Account
If
Party B applies the export tax rebate in the export tax rebate
escrow account opened in the side of Party A to be the pledge, in
addition to other stipulations hereof, it’s essential to
comply with this article:
13.1
Party B shall open
an export tax rebate escrow account in the side of Party A with
account name as ____/____and account
number as / . Tax
rebate deposited into the said account from time to time shall
serve as the pledge guarantee for all debts of Party B under the
Credit Extension
Agreement.
13.2 The export tax rebate escrow account opened by Party B
in the side of Party A shall possess the uniqueness. It is
guaranteed by Party B that, prior to the repayment of its debts
under the Credit Extension
Agreement, it shall not open any additional export tax
rebate escrow account in other financial institutions, and all
export tax rebates shall be transferred to the export tax rebate
escrow account opened in the side of Party A. It is agreed upon by
Party B that, the said account shall be monitored by Party A, and
without the consent of Party A, Party B shall not transfer the
amount within the said account at its own discretions. In addition,
Party B confirms that, the opening of the export tax rebate escrow
account in the side of Party A shall be deemed as the act of
delivering the said account to Party A for
trusteeship.
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13.3
It is unanimously
agreed upon by the Parties that, after export tax rebate is
transferred to the export tax rebate escrow account opened by Party
B in the side of Party A, Party A shall be entitled to conduct
processing as per any of the following provisions:
13.3.1
Party A shall be
entitled to deduct the tax rebate at any time, so as to repay the
loan or other credit extension already issued and due;
and/or
13.3.2
Regarding loan or
other credit extension already issued yet undue, Party A shall be
entitled to announce the auto early redemption thereof, and
directly deduct the tax rebate, so as to repay such loan or credit
extension; and/or
13.3.3
Regarding L/C,
letter of guarantee, guarantee letter for xxxx of lading and
banker’s acceptance xxxx, if Party A advances no money for
Party B while tax rebate is into due account, the said tax rebate
shall be deemed as the cash deposit for Party B’s debts under
such business, and subject to the monitoring of Party A. If the
beneficiary/bearer claims reimbursement, Party A shall be entitled
to directly deduct the tax rebate for relevant
payment.
14. Special
Provisions on the Pledge of Receivables
14.1
If Party B applies
receivables for pledge, it’s essential to open a payment
collection / repayment account in the side of Party A, in which
circumstance Party A shall be entitled to conduct reduction from
the foregoing account for the purpose of returning the principal
and interest of the financing pledged by receivables, as well as
default interest and other relevant expenses (Account Name:
; Account
No.: ).
The
payment collection account shall be deemed as the account of cash
deposit opened by Party B in the side of Party A. It is guaranteed
by Party B that, it serves as the only payment collection account
of receivables. In addition, Party B has notified of the payer that
the said account will serve as the only bank account to be
credited.
On the
date of entering the payment collection account, all the returned
money of Party B’s receivables shall be deemed as realizing
specialization and transferred to Party A for occupation, and will
serve as the pledge guarantee for the debts of Party B (or the
Authorized Applicant) under the Credit Extension
Agreement.
If
Party B needs to draw the capital in the payment collection account
during the pledge period, Party B shall submit a written
application to Party A, and additionally provide the guarantee
recognized by Party A. Then, Party A shall release corresponding
cash deposit, and the balance continuously serves as the pledge
guarantee for the debts of Party B (or the Authorized Applicant)
under the Credit Extension
Agreement. Party B shall propose no objection, and is
expected to coordinate with Party A to transact relevant
formalities.
14.2
If the debtor of
receivables applies banker’s acceptance xxxx, commercial
acceptance xxxx or other bills for payment during the pledge
period, Party B shall use the bills obtained to transact the
discount and pledge formalities with Party A.
Where
Party B uses the bills obtained to transact the discount
formalities with Party A, the discount amount shall be transferred
to the payment collection account opened in the side of Party
A.
Where
Party B uses the bills obtained to transact pledge, the pledge
formalities of such bills shall be completed subject to the
requirements of Party A. Upon transaction of the pledge
formalities, such pledge shall constitute the maximum pledge
providing guarantee for the creditor’s rights under the
Credit Extension
Agreement.
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14.3
The pledge notice
of receivables hereunder shall be subject to the following modes
(xxxx “√” in □ for selection as per
the actual situations):
□14.3.1 Party B shall independently or join hands with
Party A to send the receivables pledge notice to the debtor of
receivables as required by Party A within working days upon the
execution of this Contract, through which the debtor shall be
notified that the receivables have been pledged to Party
A.
□14.3.2 The debtor of receivables hereunder shall not
be instantly notified. Should Party B commit any event of default
under the Credit Extension
Agreement or hereunder, Party A shall be entitled to notify
the debtor of receivables of the pledge thereof in the name of the
Parties.
Where
Party B fails to send the pledge notice on the creditor’s
rights of receivables to the debtor of receivables (including the
circumstance with the consent of Party A), Party A shall be
entitled to notify the debtor of receivables of the pledge thereof
in the name of the Parties in writing, provide that any financing
under the Credit Extension
Agreement is overdue, or that the realization of
creditor’s rights is threatened. Under this circumstance,
Party B shall grant unconditional cooperation.
14.4
Should the debtor of receivables for pledge suffer obviously
deteriorated operation, transfer property/secretly withdraw funds
to avoid debts, lose business reputation, lose or bear the
possibility of losing performance capacity, or involve in other
major events affecting its debt paying ability during the validity
hereof, Party B shall timely notify Party A. After becoming aware
of the foregoing circumstance, Party A may claim compensation from
the debtor of receivables, and simultaneously ask Party B to
additionally increase corresponding guarantee or provide new and
effective receivables for pledge. If Party B refuses to grant
cooperation, Party B shall compensate for all the economic losses
of Party A. In the meantime, Party B enjoys the right of disposing
the receivables pledged.
14.5
Where the creditor’s rights of Party B’s receivables
bear defects or restricted assignment, or receivables involve in
any dispute, or receivables are transferred/pledged to others
before or after pledge, or any fund is embezzled by Party B without
the consent of Party A after entering the exclusive account, or
receivables fail to be paid to the payment collection account of
receivables as regulated, Party A shall be entitled to ask Party B
to provide new guarantee within the time limit. If Party B does not
provide new guarantee recognized by Party A as required, it shall
assume the liquidated damages at % of the Credit Line
under the Credit Extension
Agreement, and compensate for the economic losses of Party
A. Party A shall be entitled to conduct deduction for repayment
from any account opened by Party B in the system of China Merchants
Bank, and press for payment of the deficient part against Party B.
In the meantime, Party A may take various remedies for breach
stipulated by the Credit Extension
Agreement.
If any
other account of Party B receives returned money of pledged
receivables, Party B shall instantly notify Party A and transfer to
the account designated by Party A for the purpose of returning the
credit debts. Otherwise, Party A shall be entitled to take
diversified measures prescribed as above.
15.
Realization
of Pledge
15.1 If
Party B (or the Authorized Applicant) repays the principal and
interest of the loan and advance money under the Credit Extension Agreement as well as
all other expenses upon expiration of the credit extension period,
or Party B (or the Authorized Applicant) prepays all the debts
under the Credit Extension
Agreement, Party A shall return the pledge / pledged
document of title.
15.2 In
case of any circumstance where the pledge can be disposed as per
this Contract, Party A shall negotiate with Party B to convert the
pledge into money, or preferentially obtain compensation by
performing auctions or sales of the pledge. If the pledge hereunder
refers to receivables, Party A shall be entitled to transfer such
receivables to other third parties at a reasonable price it
considers, and apply the proceeds obtained therefore to repay the
credit debts.
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If the
proceeds obtained from the conversion, auctions, sales or transfer
of the pledge exceed the loan, principal and interests of the
credit debt and all other expenses owed by Party B (or the
Authorized Applicant) to Party A under the Credit Extension Agreement, the
excessive part shall be possessed by Party B. In case of any
deficiency, Party A shall exercise the right of recourse
additionally.
16. Miscellaneous
16.1 It
is confirmed by Party B that, any operation of Party A for
transacting specific business for Party B (or the Authorized
Applicant) and any operation concerning this Contract performed by
Party A may be processed by any branch within the jurisdiction of
Party A, and have the said branch generating, issuing or producing
relevant letters. The business operation of branches within the
jurisdiction of Party A and letters produced thereby shall be
deemed as the act of Party A and have binding effect on the
Parties.
16.2 If
Party B experiences division and merger (acquisition) etc. during
the validity hereof, the institution(s) upon change shall assume or
respectively assume the obligations hereunder. If Party B is
declared as suffering dissolution or bankruptcy, Party A shall be
entitled to dispose the pledged property in advance.
16.3 If
Party A grants any tolerance or grace to any breach or delay
committed by Party B (or the Authorized Applicant) during the
validity hereof, or postpones its exercise of due rights and
interests under the Credit
Extension Agreement, it shall not damage, influence or
restrict any rights and interests enjoyed by Party A as the
creditor in accordance with relevant legal provisions and this
Contract, and cannot be deemed that Party A waives the rights of
taking remedies for breach either at present or in the
future.
16.4 Upon
effectiveness of this Contract, neither Party may alter or
terminate this Contract at its own discretions, unless it is agreed
upon by the opposite Party. In case of any necessity for altering
or terminating this Contract, the Parties shall reach negotiated
consensus, and execute a written agreement. Prior to the conclusion
of such agreement, clauses of this Contract shall still remain
valid.
16.5 All
notices, requirements or other documents concerning this Contract
between Party A and Party B shall be given upon in written form
(including but not limited to letter, fax, email, e-bank of Party
A, short message of mobile phone or WeChat).
Contact
Address of Party A: Xx.
0000 Xxxxxx Xxxx, Xxxxxx Xxxxxxxx,
Xxxxxxxx
|
Unit
Email:
|
Fax:
|
|
|
|
|
Mobile Phone No. of
Contact Person:
|
Unit WeChat
No.:
|
|
|
|
|
Contact Address of
Party B: Xx. 00 Xxxxxx
Xxxx, Xxxxxx Xxx Xxxxxxxx, Xxxxxxxx
|
|
|
|
|
|
Email:
|
Fax:
|
|
|
|
|
Mobile
Phone No. of Contact Person:
|
WeChat
No.:
|
(If
Party B is a unit, unit email / WeChat No. shall be written down;
if Party B is an individual, personal email / WeChat No. shall be
written down.)
16.5.1 As
to the personal delivery (including but not limited to delivery by
attorney/notary, and express mail), it shall be deemed to have been
properly given after the recipient signs for (in case of any
refusal by the recipient, it shall be deemed to have been properly
given on the refusal date / return date or seven (7) days upon the
delivery date (whichever is earlier)); as to the delivery by mail,
it shall be deemed to have been properly given at seven (7) days
after the delivery; as to the delivery by fax, email, e-bank notice
of Party A, short message of mobile phone or WeChat, the date when
successful delivery has been displayed by the corresponding system
of the sender shall be deemed as the date of arrival.
12
Where
Party A notifies Party B of the transfer of creditor’s rights
via announcement on public media, or conducts collection against
Party B in the way, it shall be deemed to have been given on the
announcement date.
Where
either Party alters its contact address, email, fax number or
mobile phone number, and WeChat number, the opposite Party shall be
notified of the altered information within five (5) working days
upon alteration. Otherwise, the opposite Party shall carry out
delivery as per the original contact address or information. In
case of any failure of delivery as a result of alteration in
contact address, it shall be deemed to have been properly given on
the return date or seven (7) days after the delivery date
(whichever is earlier). Without prejudice to the legal effect of
the service, the party making such change shall assume all losses
arising therefrom, if any.
16.5.2 The
aforesaid contact address, email, fax number, mobile phone number
and WeChat number shall simultaneously serve as the address for
service of the Parties’ notary documents and judicial
documents (including but not limited to indictment / application
form for arbitration, evidence, summons, notice of respondence to
action, notice of burden of adducing evidence, notice of court
session, notice about hearing, judgment/award, order, mediation
decision, notice of performance within time limit and other legal
documents at the hearing and implementation stage). Where any
appellate court or notary authority sends the aforesaid documents
to the address for service in writing as stipulated, it shall be
deemed as given upon (the specific delivery criteria shall refer to
the foregoing clause 16.5.1.).
16.6 Unless
it is otherwise stipulated in an explicit manner, all terms
mentioned hereunder shall enjoy the same meaning in the
Credit Extension
Agreement.
16.7 If
the credit debt is other than in RMB, Party A shall be entitled to
directly apply the proceeds obtained hereunder for foreign exchange
purchasing in accordance with the exchange rate published by Party
A on repayment, so as to clear the credit debt. The amount of the
debt other than in RMB under the Master Contract shall be
calculated in accordance with the exchange rate (buying rate)
published by Party A on repayment.
16.8 It
is committed by Party B that, during the validity hereof, the
principal of the pledge provided by Party B shall cover the loan
principal and interest under the Credit Extension
Agreement; if they
are in different currencies, the pledge rate shall be controlled
within 93% (namely, the principal of pledge no less than the amount
of loan principal and interest * business exchange rate / 0.93); if
the pledge rate is over (including) 95% as a result of exchange
rate fluctuation, Party B shall timely supplement the pledge as
required by Party A to control the pledge rate within 93%; if the
pledge rate is up to 98%, subject to the demand of Party A, Party B
shall take more effective means to supplement the pledge for the
purpose of controlling the pledge rate within
93%.
17. Transfer
of Creditor’s Rights and Pledge
17.1 No
matter the creditor’s rights of the maximum pledge guarantee
are confirmed, if Party A transfers the creditor’s rights
under the Credit Extension
Agreement to a third party in whole, the maximum pledge
shall be transferred to the assignee of creditor’s rights as
well.
17.2 If
Party A transfers the creditor’s rights in partial upon
confirmation of the creditor’s rights of the pledge
hereunder, the said part of pledge shall be transferred as well.
Then, Party A shall apply the creditor’s rights not
transferred to enjoy the pledge together with the assignee of
transferred creditor’s rights according to the proportion of
the amount of creditor’s rights. If Party A transfers the
creditor’s rights in partial prior to the confirmation of the
creditor’s rights for pledge guarantee hereunder, the said
part of pledge shall be transferred as well. Correspondingly, the
maximum amount of Party A’s principal creditor’s rights
guaranteed by the original maximum pledge shall decline (namely,
deduction of the amount of the transferred creditor’s rights
from the maximum amount of Party A’s principal
creditor’s rights guaranteed by the original maximum pledge).
Upon confirmation of the principal creditor’s rights of Party
A not transferred, Party A shall apply the creditor’s rights
not transferred to enjoy the pledge together with the assignee of
transferred creditor’s rights according to the proportion of
the amount of creditor’s rights.
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18. Applicable
Law and Dispute Resolution
18.1 The
conclusion and interpretation of this Contract as well as the
dispute resolution shall be governed by the laws of the
People’s Republic of China (excluding laws in Hong Kong,
Macao and Taiwan).
18.2 Any
dispute arising from the performance of this Contract shall be
settled by the Parties in accordance with the ways stipulated under
the Credit Extension
Agreement.
19. Effectiveness
of the Pledge Contract
This
Contract shall come into force upon signature (or stamp of name
seal) of the Parties’ legal representative / chief
person-in-charge or authorized agent and stamp of official seal /
special seal for contractual uses (while Party B is a natural
person, this Contract shall come into force upon signature (or
stamp of name seal) of Party A’s legal representative / chief
person-in-charge or authorized agent and stamp of official seal /
special seal for contractual uses and signature of Party B), and
become invalid upon expiration of the pledge period or repayment of
all the debt principal and interest and all relevant fees owed by
Party B (or the Authorized Applicant) to Party A under the
Credit Extension Agreement
(whichever is later).
20. Supplementary
Articles
This
Contract shall be made in three (3) counterparts with
Party A, Party B and the
superior of Party A holding one (1) respectively, which
enjoy the same legal effect.
Special
Prompt:
The parties hereto have conducted sufficient negotiations regarding
all terms of this Agreement. The bank has asked the other parties
to pay special attention to and have a complete and accurate
understanding of the terms in connection with the discharge or
limitation of the bank's liability, rights unilaterally enjoyed by
the bank, addition of such other parties’ liability or
limitation of their rights. The bank has made corresponding
explanation to the above-mentioned terms at the request of the
other parties. The parties hereto have the same understanding of
the terms hereof.
(The remainder of this page is intentionally left
blank)
14
(This
page serves as the signature page of the Maximum Pledge Contract
with serial number as 4802181206.)
Party
A: (Seal)
Chief
person-in-charge or Authorized Agent (Signature or Seal): Xxx
Xx
This
column applies if the Pledgor is a legal person or other
entity:
Party
B:
(Seal)
Legal
Representative/Chief person-in-charge or Authorized Agent
(Signature or Seal): Xxxxx Xxx
This
column applies if the Pledgor is a natural person:
Party B
(Signature):
Signed
on: 01/09/2019
15
