Loan Contract (Summary Translation)
Exhibit
4.21
Ref. No.:
WFGXTKZJ20091102
(Summary
Translation)
-1-
Ref. No.:
WFGXTKZJ20091102
Borrower:
|
Fuwei Films (Shandong)
Co., Ltd.
|
Legal
Representative:
|
Xiaoan
He
|
Lender:
|
Weifang
Dongfang State-owned Assets Management Co., Ltd.
|
Responsible
Person:
|
Pizong
Mou
|
Guarantor:
|
Shandong
Deqin Investment& Guarantee Co.,
Ltd.
|
Both parties
agree to the following terms:
1
|
Loan
|
1.1
|
Currency:
Renminbi (RMB)
|
1.2
|
Amount:
10,000,000
|
1.3
|
The
proceeds of the Loan under this Contract shall be used for project
investment.
|
1.4
|
Loan
Period: Commencing from October 19, 2009, to October 18,
2017.
|
Granting
Date
|
Expired
Date
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||||||
Year
|
Month
|
Day
|
Amount
|
Year
|
Month
|
Day
|
Amount
|
2009
|
10
|
19
|
10,000,000.00
|
2015
|
4
|
18
|
1675000
|
2015
|
10
|
18
|
1675000
|
||||
2016
|
4
|
18
|
1675000
|
||||
2016
|
10
|
18
|
1675000
|
||||
2017
|
4
|
18
|
1675000
|
||||
2017
|
10
|
18
|
1625000
|
-2-
2
|
Interest
Rate and Computation of Interest
|
2.1
|
Interest
rate: The annul interest rate is 5.346%, up by 10% compared the fixed
benchmark interest rate announced by the People’s Bank of China. Interest
for Loans for less than 5 years is the same as the period benchmark
interest of People’s Bank of China. For more than 5 years the
interest is benchmark interest rate announced by the People’s Bank of
China plus 0%.
The cycle for interest is 6 months.
|
2.2
|
Computation of
Interest
|
Normal
interest = interest rate under this Contract X proceeds of the Loan X number of
days of use. Number of days of use is calculated from the drawing
date to the maturity date. The interest should be paid by every 6 months on the
date of June 20 and December 20 every year. If the last prepayment of
the principle is not the computation date, then the unpaid interest should be
paid off with the principle (Daily interest=monthly interest/30 ).
3
|
Granting
and Repayment of Loan
|
3.1
|
Unless
all of the following conditions are satisfied, Lender has the right to
refuse to grant the Loan:
|
|
1.
|
Borrower
has already completed the statutory procedures including obtaining related
permit, approval and registration from the government and such permit,
approval and registration remain in full force and
effect.
|
|
2.
|
The
guarantee contract (if any) under this Contract has come into effect and
remains in full force and effect.
|
|
3.
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The
financial condition of the Borrower does not have any substantial adverse
changes; and
|
|
4.
|
Borrower
is not in breach of this Contract.
|
3.2
|
The
actual drawing date and drawing amount shall be in accordance with the
promissory note.
|
-3-
3.3
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Borrower
shall not repay the Loan prior to the scheduled date without having a
written consent from Lender.
|
4.
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Rights
and Obligations of Guarantor
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4.1.
|
Borrower
engages Shandong Deqin Investment& Guarantee Co., Ltd. as a guarantee
company. According to the investigation of Lender, the
Guarantor is capable and qualified to repay the loan. The
Guarantor has the right to examine and supervise the Borrower to implement
the contract.
|
4.2.
|
If
Borrower can’t fulfill its obligation, the Guarantor should repay the
principle and assume the breach
liabilities.
|
4.3.
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The
Guarantee includes major right of credit, penalty, compensation and fees
for realizing creditor’s rights.
|
5.
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Rights
and Obligations of Lender
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5.1
|
Lender
has the right to be repaid the principal, receive interest (including
compound, overdue and appropriated penalty interest) and the necessary
expenses from the Borrower in accordance with this Contract. Lender has
the right to exercise any other rights under the relevant laws and
regulations or stipulated in this
Contract.
|
5.2
|
Except
as otherwise specified under this contract, Lender shall keep all the
financial and operation data and information confidential unless compelled
by requirements of applicable laws and
regulations.
|
6.
|
Rights
and Obligations of Borrower
|
6.1
|
Borrower
shall repay the Loan under this Contract and pay the interest
hereunder in accordance with the date, amount, currency set forth in
this Contract.
|
6.2
|
Borrower
shall not use the proceeds of the Loan for any usage not stipulated in
this Contract.
|
-4-
6.3
|
Borrower
shall be liable for the expenses under this Contract, including but not
limited to, expenses for notary service, authentication, evaluation and
registration.
|
6.4
|
Borrower
shall comply with the operation procedure and the general practice of
the Lender and loan application, including but not
limited to, facilitating Lender’s examination and supervision
on Borrower’s operation status, and providing all the financial
statements, or any other data and information requested by Lender, and
shall guarantee that such documents, data and information are true,
complete and accurate.
|
6.5
|
If
any one of the following events occurs, Borrower shall notify the Lender
within thirty (30) days and shall not commence such activities unless the
Loan and interest under this Contract are repaid completely, or a
repayment schedule and guarantee are approved and accepted by the Lender.
These are as follows:
|
|
1.
|
Selling,
donating, renting, lending, assigning, mortgaging, pledging or disposing
of all or substantial part of its assets.
|
|
2.
|
Any
substantial changes in organization or structure of the Borrower,
including but not limited to, its operation, subcontracting, lease,
affiliation, company restructuring, joint-stock, merger (consolidation),
equity joint-venture (non-equity), spin-off, incorporation of subsidiary,
asset assignment, reduction of registered capital,
etc.
|
6.6
|
Borrower
shall notify the Lender within seven (7) days of occurrence of any of the
following events:
|
|
1.
|
Amendment
of the Articles of Association, change of Borrower’s name, change of legal
representative , change of domicile, change of address, and change in the
scope of its business.
|
|
2.
|
Borrower
or Guarantor’s (if any) intention to file for
bankruptcy.
|
|
3.
|
Borrower’s
involvement in any major litigation or arbitration, or any lien or
encumbrance is imposed on its
assets.
|
-5-
|
4.
|
Borrower’s
guarantee to any other third party, which will have an adverse effect on
its financial status and ability to perform its obligations under this
Contract.
|
|
5.
|
Borrower
enters into a contract which will have a material adverse effect on its
operation and financial status.
|
|
6.
|
Borrower
or Guarantor (if any) stops its operation, its business terminates or its
business license is revoked.
|
|
7.
|
Borrower’s
legal representative or senior management has committed a criminal
offence.
|
|
8.
|
Borrower
faces substantial hardship in managing its business or any other event
which will have an adverse effect on the financial status or ability of
the Borrower to repay the Loan.
|
6.7
|
Any
changes to the form of collateral under this Contract that may have
adverse effect on Lender’s right shall be made upon Lender’s
consent.
|
7.
|
Breach
of Contract
|
7.1
|
In
the event that Borrower fails to repay the principal or interest in full
in a timely fashion, or to use the
proceeds of the Loan as set forth in this Contract, Lender has the right
to use the overdue penalty interest rate and appropriate penalty interest
rate to calculate the interest.
|
7.2
|
In
the event that Borrower fails to repay the principal or interest in full
in a timely fashion, Borrower shall be liable for the Lender’s expenses in
exercising its creditor’s rights, including litigation cost (arbitration
fee), costs of preservation of asset, costs of publication, enforcement
costs, legal fees, travel and other
expenses.
|
-6-
7.3
|
In
the event that Borrower avoids Lender’s supervision, fails to repay the
principal or the interest of the Loan or avoids the repayment
intentionally, Lender has the right to inform relevant government
authority and to publish the payment notification in the news
media.
|
8.
|
Dispute
Resolution
|
Any
dispute arising from or in connection with this Contract shall be resolved by
the first method listed below:
|
1.
|
File
a lawsuit to the competent court in the place where Lender is located;
or
|
|
2.
|
Submit
the disputes to _____________________ arbitration committee for
arbitration in accordance with the currently effective arbitration rules
of such committee. The arbitral award is final and is legally binding upon
both Parties.
|
9.
|
Miscellaneous
|
9.1
|
This
Contract comes into effect upon both Parties’ execution of this
contract.
|
9.2
|
This
Contract is executed in six (6) counterparts. Each of the Parties and
Guarantor shall keep one
counterpart.
|
-7-
IN WITNESS WHEREOF, the
parties hereto have executed this Contract as of the day and year first set
forth below.
November
20, 2009
|
November
20, 2009
|
Borrower
(seal):
|
Lender
(seal):
|
Fuwei
Films (Shandong) Co., Ltd.
|
Weifang
Dongfang State-owned Assets Management Co., Ltd..
|
Legal
Representative or Authorized Person
|
Responsible
Person or Authorized Person
|
Xiaoan
He
|
Pizong
Mou
|
(signature
or seal)
|
(signature
or seal)
|
-8-