Agricultural Bank of China #9 Loan Contract
Agricultural
Bank of China #9
Contract
# 2003 0090
Debtor:
Shanghai
WanXing Bio-pharmaceutical Co. Ltd.
Creditor: Agricultural
Bank of China, Shanghai Wujiaochang branch
In
accordance with the applicable law and regulation, after
reaching an agreement through negotiations,
the
Debtor and the Creditor agree to enter into this Contract, and be obligated
by
its clauses.
Article
1. the Creditor agrees to issue the following loan to the Debtor:
| 1. |
Category:
short-term current capital loan
|
| 2. |
Purpose:
current capital turn-over
|
| 3. |
Amount
(in full-form characters): RMB Thirty million (RMB
30,000,000.00)
|
| 4. |
loan
and repayment term:
|
| a. |
From
May 16, 2003 to May 14, 2004
|
| b. |
In
case the loan amount, issuing date and repayment date stated in the
contract is in discrepancy with the one shown on the loan voucher,
loan
voucher has the priority. Loan voucher is one part of the contract,
and
shall have the same legal effect.
|
| c. |
In
case the Debtor wishes to repay the funds ahead of due date, he shall
submit written application to the Creditor. Approval from the Creditor
shall be obtained. The interest rate remains the same if case of
repayment
in advance.
|
| 5. |
interest
rate:
|
| a. |
The
annual interest rate under the contract is 5.841%. For short-term
loan,
interest rate shall be the contractual rate. For mid-term or long-term
loan, interest shall be adjusted yearly in accordance with the regulated
interest rate by People’s Bank of China. For the first year, contractual
interest rate shall be applied. After that the Creditor shall determine
the interest rate for the following year in accordance with the regulated
interest rate, and keep the Debtor
informed.
|
| b. |
Loan
interests under this contract shall be settled on a quarterly basis.
The
settlement date is the 20th
day of the last month of each
quarter.
|
Article
2. unless the following prerequisites are satisfied, otherwise the Creditor
has
the rights to refuse providing the loan to the Debtor:
| 1. |
The
Debtor shall open a general banking account in the Creditor’s branch. All
the loan related transactions shall be through this banking
account.
|
| 2. |
Prior
to each withdraw, the Debtor shall fill in the loan voucher, and have
all
the required files and document ready.
|
| 3. |
In
case there is mortgage or pledge exists under this contract, the Debtor
shall, as required by the Creditor, complete the registration and/or
insurance. In addition, the mortgage or pledge guaranty shall be remain
in
effect.
|
Article
3. The Creditor’s rights and liabilities
| 1. |
The
Creditor has the rights to know the Debtor’s business and financial
conditions, stock and using of the loan. he also has the rights to
require
the Debtor to regularly provide financial statements and other material
and information.
|
| 2. |
The
Creditor has the rights to withdraw the funds directly from the Debtor’s
banking account in the event that the Creditor, in accordance with
this
contract, wishes to withdraw principles, interests, penalty interest,
overdue interest, compounded interest and other applicable costs.
|
Article
4. Debtor’s rights and liabilities
| 1. |
the
Debtor has the rights to withdraw and use the loan as agreed in the
contract
|
| 2. |
The
Debtor shall repay the loan principles and interests on time. In the
event
of special occurrences where the Debtor is incapable to repay the fund
within the term and wishes to extend the term, he shall submit an
application in 15 days ahead of the due date. An agreement
on extension of the Loan term shall be entered into upon Party B's
approval of such application
|
| 3. |
The
Debtor shall pay the interest on the settlement
day.
|
| 4. |
The
Debtor shall use the loan for the purpose as
agreed.
|
| 5. |
The
Debtor shall provide true and complete financial statement and other
related information, material to the Creditor. The Debtor also shall
cooperate with the Creditor on his inspection of the business and
financial activities and the use of loan.
|
| 6. |
in
the event that the Debtor, before full repayments of the funds, wishes
to
introduce the practice of contracting, conduct leasing operations,
enter
into joint operations, restructure equity, merge with (acquire) other
entities, enter into a joint venture (cooperative arrangement), split
into
separate entities, setting up a subsidiary, transfer title to property,
reduce capital, termination or dissolution and filing for bankruptcy
or
conduct any other activities that can affect the Creditor’s credit rights,
he shall inform the Credit in written format. Unless agreed by the
Creditor, and repaid the entire debts, otherwise, such activities above
are prohibited.
|
| 7. |
besides
the events described in the above clause, for any other events which
may
endanger the normal operation or impact negatively the Debtor’s
liabilities to repay the debt, such as out of business, business license
being cancelled, legal representative or major manager involves in
illegal
activities, company involves in major litigation, operation and business
encounters serious difficulties, or financial condition deteriorated,
the
Debtor shall notify the Creditor in written format. The Debtor shall
also
secure the sources and measures to repay the
debt.
|
| 8. |
During
the term of this contract, in case the Debtor wished to mortgage or
pledge
provide guarantees to other parties, and these guarantees may affect
his
abilities to repay the debt under this contract, he should notify the
Creditor in written format, and obtain the Creditor’s
approval.
|
| 9. |
The
Debtor and its investors shall not transfer capitals, transfer title
to
property or transfer shares without approval, so as to escape his
repayment obligation.
|
| 10. |
During
the term of the contract, any change to the company name, legal
representative, address and business scope shall be informed in written
format to the Creditor.
|
| 11. |
In
the event that the surety is out of business, business license being
cancelled or suffering business loss, or loss the guarantee capability
entirely or partially, or mortgage or pledge under this contract is
devalued, the Debtor shall promptly provide other guarantees to the
Creditor’s satisfaction.
|
| 12. |
The
Debtor shall bear all the costs related to attorney, insurance, delivery,
assessment, appraisal, registration, and
notarization.
|
Article
5
default liabilities.
| 1. |
When
the Debtor is performing his obligation, the Creditor fails in proving
the
agreed funds on time and in full amount, which caused business loss
to the
Debtor, the Creditor shall pay a default penalty to the Debtor according
to the default amount and delayed days. The calculation of the default
penalty shall be the same as the penalty interest on overdue
debt.
|
| 2. |
should
the Debtor violates any one of the contract clause, the Creditor has
the
rights to stop issuing the loan, recall the repayment ahead of the
due
date or take other measures to protect the credit
rights.
|
| 3. |
Should
the debtor fails in repaying the principles on time, the Creditor have
the
rights to charge overdue interest at a daily rate of 0.021% for the
overdue interest.
|
| 4. |
Should
the Debtor misuse the loan on purpose other than agreed on, for the
misused portion, the Creditor has the rights to charge penalty interest
at
a rate of 0.05% during the misuse period.
|
| 5. |
For
the overdue interest, the Creditor has the rights to charge compounded
interest.
|
| 6. |
should
any one of the sureties violates the contractual obligations, and doesn’t
take any corrective action after notification from the Creditor, the
Creditor has the rights to stop issuing the loan, recall the repayment
ahead of the due date or take other measures to protect the credit
rights.
|
| 7. |
should
litigation is used by the Creditor to realize the credit, the attorney
cost, travel cost and other related costs shall be borne by the
Debtor.
|
Article
6. Loan suretyship
suretyship
mode for the loan under this contract is guarantee suretyship. Suretyship
contract shall be signed separately.
Article
7. Dispute settlement
Any
dispute arising between the two Parties out of performance under this contract
shall be settled through negotiation or mediation. In case through the
litigation, the dispute shall be settled at the local court where the Creditor
is located.
Article
8. others
BLANK
Article
9. Contract in effect
The
contract shall come into effect after signed by both parties.
Article
10. This contract is in 4 copies, each party has one copy, and the surety holds
one copy. All four copies have the same legal effect.
Article
11. Notes
The
Creditor has reminded the Debtor to make a comprehensive and accurate
understanding of the contract clauses, and has made contractual explanations
as
requested by the Debtor. Both parties have common understanding of the
contract.
Both
Parties’ stamps and signatures
Date:
May
16, 2003
Signed
at: 0000 Xxxxxxxx Xxxx
Suretyship
contract
Contract
# 2003-0055
Creditor: Agricultural
Bank of China, Shanghai Wujiaochang branch
Surety:
zhongyou
Longchang (group) holding Ltd.
To
guarantee the loan contract (hereinafter Main Contract, contract # 2003-0090)
signed between Shanghai WanXing Bio-pharmaceutical Co. Ltd. (hereinafter the
Debtor) and the Creditor to be fully preformed, and to protect the Creditor’s
credit rights, the surety is willing to provide the guarantee for debt between
the Creditor and the Debtor. In accordance with the applicable law and
regulation, after
reaching an agreement through negotiations,
the
Surety and the Creditor agree to enter into this Contract, and be obligated
by
its clauses.
Article
1. Debt category and amount
The
debt
under the guarantee by the surety is short-term
capital loan RMB Thirty Million.
Article
2. Guarantee scope
Scope
of
guarantee under this contract is the entire principles and interests of the
debt
under the Main Contract and overdue interest, compounded interest, penalty
interest, default penalty, damage compensation and attorney and litigation
cost
spent by Party A to realize the credit.
Article
3. Guarantee mode
Guarantee
mode under this contract is joint guarantee.
Article
4. Guarantee term
| 1. |
The
guarantee term is two years after the Debtor competes his obligation
under
the Main Contract.
|
| 2. |
the
guarantee term under bank acceptance xxxx, accrediting guarantee deposit
and bond shall be two years after the payment made on the Debtor’s
behalf
|
| 3. |
The
guarantee term for the discounted commercial acceptance xxxx shall
be two
years after the expiration date of the discounted xxxx.
|
| 4. |
In
case the Main Contract term has been extended, the guarantee term shall
be
two years after the Debtor competes his obligation under the extended
Main
Contract.
|
| 5. |
In
case the debt under the Main Contract is recalled ahead of due date
because of legal or contractual events, the guarantee term is two years
after the advanced due date.
|
Article
5. Surety’s guarantee
| 1. |
To
provide true financial statement and other related information and
material.
|
| 2. |
in
case the Debtor fails in performing the his obligation, the surety
shall
be willing to perform the suretyship
obligation
|
| 3. |
Should
the surety fails in performing his guarantee obligation, the Creditor
has
the rights to withdraw fund directly from any of his banking
account.
|
| 4. |
should
any one of the following event occurs, the surety shall notify in written
format the Creditor in 5 working days after the
occurrence:
|
| a. |
group
organization change, high-level personnel change, amendment to the
company
constitution, and company organization
change
|
| b. |
The
surety is experiencing serious business difficulties, financial condition
deterioration or involved in major litigation, arbitration, or other
event
which may affect his performing the joint guarantee
obligations.
|
| c. |
Change
to business name, address, legal representative or other commercial
registration information.
|
| 5. |
before
taking one of the following actions, the surety shall notify in written
formation the Creditor in 15 days ahead and obtain the Creditor’s written
approval:
|
| a. |
the
surety changes the capital structure or operation
mode
|
| b. |
The
surety provides guarantee to other third parties or take his property
as
mortgage or pledge for his own or other third party’s debt, which may
affect the surety to perform his
obligations.
|
Article
6. Default liabilities
After
the
contract is into effect, both parties shall perform his contractual obligation.
Should any one of the both parties failed in performing the obligations, he
shall be responsible for the default liabilities, and shall compensate the
loss
caused to the other party.
Article
7. Dispute settlement
Any
dispute arising between the two Parties out of performance under this contract
shall be settled through negotiation or mediation. In case through the
litigation, the dispute shall be settled at the local court where the Creditor
is located.
Article
8. Others
| 1. |
the
surety has received and read the Main
Contract
|
BLANK
Article
9. Contract in effect
The
contract shall come into effect after signed by both parties.
Article
10. This contract is in 4 copies, each party has one copy. All four copies
have
the same legal effect.
Article
11. Notes
The
Creditor has reminded the Surety to make a comprehensive and accurate
understanding of the contract clauses, and has made contractual explanations
as
requested by the Surety. Both parties have common understanding of the
contract.
Both
Parties’ stamps and signatures
Date:
May
16, 2003
Signed
at: 0000 Xxxxxxxx Xxxx
