Mortgage with Jinjiang Branch of Agricultural Bank of China (No.: 35906200900002669) for RMB58 million Mortgage Contract in Maximum Amount Agricultural Bank of China
Exhibit
10.35
[English
translation for reference only]
Mortgage
with Jinjiang Branch of Agricultural Bank of China
(No.:
35906200900002669) for RMB58 million
Mortgage
Contract in Maximum Amount
Agricultural
Bank of China
1
Mortgage
Contract in Maximum Amount
Contract
No： 35906200900002669
Mortgagee Party
A (Full name）: Agricultural
Bank of China (ABC), Jinjiang Branch
Mortgagor Party
B (Full name）: Guanke (Fujian)
Electron Technological Industry Co., Ltd
In order
to ensure the realization of mortgagee’s rights, mortgagor would like to provide
the maximum mortgage for the loan entered into by and between the two
parties. Accordance with relevant laws and regulations, the two parties
agree to enter into this contract and the two parties should comply with this
contract together.
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Article
I Warranted Principal Credit And
Maximum
Amount
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1、Mortgagor is
willing to issue a guarantee of the following claims for mortgagee and debtor.
The guaranteed creditor’s right refers to the a series of claims caused due to
Party A’s continuously issuing loan to Party B, which has the maximum amount of
RMB 58,000,000(58 Million Yuan). Foreign currency transaction; According to this
article (1), this signature day is the basis for selling and
discount.
（1） The
mortgagee deal with all businesses formed claims from March 4, 2009 to March 3,
2011. This period shall also be the firm period of maximum secure claims. The
above-mentioned services specifically include: (subject to “√”)
√□RMB/ Foreign
currency loans
√□Deposit Exemption
Application
√□Export Packaged
Loans
□Commercial
Xxxx discount
√□Import Xxxx
Advance □Bank Guarantee
□Trade
Acceptance √□Bills Purchase
√□Other Businesses:
International Trade Financing
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(2 ) The
mortgagee and the debtor have formed unpaid claim principal and corresponding
interest, default interest, compound interest, other expenses etc under this
main contract, of which the interest, default interest, compound interest, other
expenses will be effective from the agreed calculation day to actual indemnity
day.
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Contract
Name
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Contract
No
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Unpaid
Principal
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Currency
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N/A
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(The
new-added attached sheet is an integral part of this contract.)
2、The type, amount,
interest rate, duration of each business under this contract are all subject to
related legal documents or certificates.
3、Any time during
the period set forth above, if balance of the RMB outstanding claim doesn’t
exceed the maximum amount, Mortgagee can issue loan to Party A continuously and
circularly. Party B does not necessarily have to enter into
recognizance.
4、All operations
within this period and within the maximum amount will have no currency limit.
The mortgage undertakes its liability to guarantee according to the original
currency.
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Article 2 Security Guarantee
Scope
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The
outstanding security guarantee includes the principal claim, loan principal,
default interest, compound interest, liquidated damages, compensation and other
fees, including but not limited, legal fees, arbitration fees, and fees for
protect assets, traveling fees, fees for executing, assessment fees and auction
fees. Affected by exchange rate, the actual exceeding part of maximum remaining
balance, mortgages is willing to undertake the obligation of
warranty.
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Article
3 Mortgage
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l 、The mortgagor
hereby agrees to set state-owned land use right as mortgage. For detailed
information of the above-mentioned collateral, please refer to No. 2669-1 “Real Estate Mortgage List".
This Mortgage List shall be an integral part of this contract, and has
the same legal effect as this contract.
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2、The provisional
price of above-mentioned collateral is (Currency and AMOUNT IN WORDS) RMB
61,716,000. Its final value is subject to the actual collateral price in
mortgaging.
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Article 4 Mortgagor’s
commitment
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1 、Mortgagor has,
according to the related requirements and the procedure, been authorized for
guarantees needed in this contract.
2 、Mortgagor has full
and indisputable property or disposing rights for the mortgage.
3 、The mortgage can
be legally circulated or transferred.
4 、The mortgage has
not been sealed up, detained, or supervised.
5 、Mortgagor shall
notify tax in default, construction project cost, mortgage or rent information
of the pledge.
6、Mortgagor has got
the approval from its co-owner for this mortgage issue under this
contract.
7、 When in
mortgage period, mortgagor shall notify mortgagee in written form for the
following conditions:
( 1
) The collateral is sealed up, detained, supervised or taken into other
precautionary measures etc;
(2)
Mortgagor change capital structure or management system, including but not
limited to contract, rent, shareholding reform, joint operation, merger and
acquisition, separation, joint ventures, and property transfer etc;
(3
) Mortgagor is revoked; cancellation of business license; or been declared
dissolution;
(4)
Mortgagor files for bankruptcy, reforming, reconciliation or been declared
bankrupt etc;
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8、The collateral
will not affect mortgagee to o realize its mortgage rights.
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Article
5 Mortgage
Effects
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If
mortgagor fails to fulfill the obligation according to the contract, mortgagee
has the right to take the responsibility of guaranty within the scope of its
guaranty, no matter mortgagee whether has other guarantee upon the claims
(including but not limited, guaranty, mortgage, pledge, insurance letter and
standby L/C, etc.) under the major contract.
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Article
6 Management of Mortgaged
Property
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l 、The collateral is
managed by mortgagor. The mortgagor has the right of proper management and
rational use. While the mortgagee has the right to supervise and inspect the
management and application situation of the collateral;
2、While in mortgage
period, without the written consent of mortgagee, the mortgagor shall not be
allowed to gift, transfer, rent, remortgage or any other disposing ways. With
the written consent of mortgagee, the received money by above-mentioned
disposing ways shall pays off all claimed credit or drawings in
advance.
3 、While in mortgage
period, if the mortgaged item has been damaged, lost, collected, or controlled
by the third party, the mortgagor shall carry out effective measures to prevent
the expansion of loss, and notify mortgagee simultaneously and immediately in
written form.
The
mortgagee has the privilege to obtain insurance benefit, compensation money. If
the duration of secured creditor's right is not expired, mortgagee has the right
to ask for payoff debts or drawing in advance;
4、While in mortgage
period, suppose the mortgage price has been decreased, mortgagee has the right
to ask for restore the original value.
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Article
7 Insurance of Mortgaged
Property
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1、Mortgagor shall,
according to mortgagee's request, establish related insurance and assign
mortgagee as the 1st
beneficiary. The original insurance documents shall be kept by
mortgagee.
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2 、The insurance
expenses shall be paid by mortgagor. He is required to provide full amount
insurance premium timely and perform the duties and obligations under the
insurance contract (including insurance policy or other insurance certificate,
similarly hereinafter).
In
mortgage period, mortgagee has the right to pay the insurance premium but the
corresponding cost shall be deducted directly from mortgagor’s
account.
3 、While in duration,
without mortgagee’s written consent, mortgagor shall not revise, change or
terminate insurance contract.
4 、In mortgage
period, if the mortgaged item is experienced insurance risk, mortgagor shall
notice insurer and mortgagee promptly. All the losses will be undertaken by
mortgagor for not keeping them posted.
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Article 8 Mortgage
Registration
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l 、The mortgagor
shall attend to mortgage registration procedures within five days since this
contract has become into effect; the mortgage registration document or other
legal certificates shall be kept by mortgagee.
2、In mortgage
period, if change of registration is required, the mortgagor shall attend to the
corresponding procedures promptly.
3、In mortgage
period, if mortgagee transfers the maximum mortgage right, mortgagor shall
assist and help for attending to related procedures.
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Article
9 Mortgage Right
Transfer
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l 、Before the
determination of claim of maximum mortgage under this contract, the mortgagee
has the right to transfer partial creditor's rights and corresponding mortgage
rights.
2、After the
determination of claim of maximum mortgage under this contract, the mortgagee
has the right to transfer partial creditor's rights and not to transfer
corresponding mortgage rights.
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Article 10 Determination of
Secured Creditor's
Right
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The
determination of claim of maximum mortgage will be fixed when the following
situations occur:
l 、Duration is
expired. “Period expires” include Article I of this contract for the date, and
any termination date per state laws and regulations when the mortgagor violates
related laws or unfulfilled its duty.
2 、New creditor's
rights are impossible to occur
3 、The mortgage is
sealed up or detained;
4 、Debtor or
mortgagors are declared bankruptcy or abolished.
5 、Other situations
according to the legal rules;
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Article
11 Enforcement of Mortgage
Right
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l 、Mortgagee can
perform mortgages right and enjoy the privilege to get paid by
auction.
( 1
)Duration is expired. “Period expires” include Article I of this contract for
the date, and any termination date per state laws and regulations when the
mortgagor violates related laws or unfulfilled its duty.
(2) Mortgagor
is revoked; cancellation of business license; or been declared
dissolution;
(3) Mortgagor
files for bankruptcy, reforming, reconciliation or been declared bankrupt
etc;
( 4 )
Mortgagor and debtor are died, declared missing or announced death;
(5
) The mortgage is sealed up; detained, supervised or other precautionary
measures are carried out;
(6
) The mortgage is damaged, lost or collected by
government;
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(7) Mortgagor
is unable to provide the corresponding guarantee, or restore its
value;
(8
)Mortgagor violates the duties under this contract under duty;
(9) Other
serious situations that affecting the realization of mortgage
rights;
2、The creditor's
rights under this contract guarantees has at least two guarantors simultaneously
(including the tender guarantee provided by debtor himself); mortgagee is
authorized to ask any one of them or each to perform security
interest;
3、Mortgagor is the
third person except debtor. The debtor provide tender guarantee. If mortgagee
gives up this security interest, mortgagor agrees and continue to provide
mortgage guarantee under this contract. ”This security interest” refers to the
security rights of debtor for creditor's rights tender under main
contract.
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Article
12 Liability for Contract
Breach
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l 、After this
contract becoming effective, if mortgagee does not fulfill its duty and causing
loss to mortgagor, the corresponding compensation liability shall be
undertook.
2 、If mortgagor has
the following behaviors, according to 10% of maximum
mortgagee under this contract, he shall pay penalty to mortgagee; if any losses
are made, he shall provide the full amount compensation
simultaneously;
( 1
) Has not obtained the legitimate effective authorization which is needed
in this contract guarantee;
( 2 ) Not
notify tax in default, mortgage construction project funds, disputable,
mortgaged, rent, or sealed up, detained supervised and any other
situations;
( 3 ) Has
not attended to registration formalities according to this
contract;
(4)
Unauthorized disposal of this mortgage without the written consent of
mortgagee;
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(5) Fail
to restore or provide the corresponding guarantee per mortgagee's
request;
(6) Other
behaviors that violate this contract or affect the realization of this
mortgagee;
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Article
13 Expenses
Obligations
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All
expenses of registration, assessment, insurance, appraisal, notarization and
drawing of this mortgage under this contract shall be covered by
mortgagor.
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Article 14 Disputes
Settlement
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Suppose
any disputes are aroused in performing this contract, both parties shall conduct
friendly negotiation. Or the following 1st method is fine
as well:
1 、Lawsuit; will be
managed by the local People's court of mortgagee;
2、Arbitration;
Submit —- (full title of arbitration institution) to carry on arbitration
according to related arbitration rules;
In
lawsuit or arbitration period, the terms without involving disputable articles
under this contract shall still be fulfilled.
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Article
14 Miscellaneous
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I 、Mortgagor shall
take initiative to familiarize the operation state of debtor and the related all
services performance situation under this contract. All varied main contracts or
elated legal documents or certificates under this contract shall not be
delivered to mortgagor any more.
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Article
16 Execution of
Contract
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This
contract shall enter into force from the signing and sealing date by the two
Parties.
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Article
17
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This
contract is made out in four original, of
which mortgagee, mortgagor, debtor, and registration authority
all has one respectively,
having equal legal effect.
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Article 18
Warnings
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The
mortgagee has asked mortgagor pay attention to the comprehensive and accurate
understanding of this contract. In addition, specific terms for mortgagor’s
requirement have also been provided as well. Hence, hereby both parties are
consistent to the understanding of this contract.
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Mortgagee
(signature)
Principal
or
Authorized agent
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Mortgagor
(signature)
Legal
Representative
or
Authorized agent
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Mortgagor
(signature)
Legal
Representative
or
Authorized agent
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Mortgagor
(signature)
Legal
Representative
or
Authorized agent
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Debtor
declaration: has received the above-mentioned Maximum Mortgage Contract, and has
agreed on all terms in the contract.
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Debtor
(signature):
Legal
Representative:
or
Authorized agent:
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Date
of Signature：March 4,
2009
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10
ABCS
（2007） 2009
Real
Estate Mortgage List
Pledgee（Full name）: Jinjiang Branch
of Agricultural Bank of China (ABC)
Pledgor（Full name）: Guanwei
(Fujian) Electron Technological Co.,
Ltd No：2669-1
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Mortgaged
Property Name
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State-Owned
Land Use
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Property
Owner
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Guanwei
(Fujian) Electron Technological Industry Co., Ltd
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Construction
Land Usage Certificate No:
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Jin
(2009) No: 00103
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Location
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Houlin
Community, Luoshan Street, Jinjiang
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Construction
Land Usage Type
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State-Owned
Land Transfer
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Property
Ownership Certificate No:
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Land
Usage Period
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From(Date) To (Date)
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Property
Construction Date
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Construction
Land Usage Purpose
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Industry
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Property
Use
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Construction
Land Usage Area
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70,779.58
Square Meters
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Property
Construction Area
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Square
Meter
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Of
Which Construction Area Takes
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Square
Meter
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This
Property Mortgage Area
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Square
Meter
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This
Construction and Use Mortgage Area
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70,779.58
Square Meters
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Mortgage,
Rent Issue
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This
Collateral Provider Property Provisional Price
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RMB
61,716,000
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Pledgor
(signature)
Legal
Representative or Authorized representative:
March
4, 2009
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Pledgor
(signature)
Legal
Representative or Authorized representative
March
4, 2009
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This
detailed list is an integral part of (contract name) Mortgage Contract of Maximum Amount
(Contract No: 35906201000002669).
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Remarks:
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11
