Loan Contract
ABCS(2004)1001
Borrower
(Full Name): Xxxxxxx
Xxxxxxxx Pharmaceutics (Group) Co., Ltd.
Lender
(Full Name): Agricultural Bank of China Kunming Shuanglong
Sub-branch
Pursuant
to the relevant PRC laws and regulations, the two parties, following
consultations, mutually agree to enter into this Contract (“Contract”) as
follows.
Article
1 Loan
1. Type
of loan: Loan toward
short-term current capital;
2. Purpose
of loan: Purchase of
Raw Materials
3. Currency
and amount of loan (in Capital): RMB ONE MILLION
YUAN
4. Term
of loan
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(1)
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As
shown in the following table:
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From
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To
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Year
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Month
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Day
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Amount
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Year
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Month
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Day
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Amount
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2010
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January
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/
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¥10,000,000.00
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2011
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January
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/
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¥10,000,000.00
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(In case
of insufficient space therein, additional paper can be attached thereto as
supplement to form an integral part hereof.)
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(2)
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If
any inconsistency exists between the amount and the from-to dates of the
loan recorded herein and those recorded in the loan certificate, the
latter shall prevail. As an integral part hereof, the loan certificate has
equal legal force and effect as this
Contract;
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(3)
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If
the loan hereunder is in foreign exchange, the Borrower shall repay the
principal and interest of the loan in the original currency as per the
schedule.
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1
5. Loan
Interest Rate
The
interest rate of loans in RMB is determined as per Method 1 below:
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(1)
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Floating
Interest Rate
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The loan
interest rate executes the annual interest rate of 5.31%. The benchmark
interest rate for loans with a term of five years or less shall be the benchmark
RMB interest rate for the same term announced by the People’s Bank of China,
while that for loans with a term of more than five years shall be the above
benchmark interest rate plus _______/______ (in words) percentage
point(s).
Adjustment
to the interest rate shall be made once in every TWELVE-month period.
In case of adjustment made to benchmark RMB interest rate by the People’s Bank
of China, the Borrower shall, starting from the corresponding day of loan in the
first month of the next 12-month period after the adjustment, pay interest
according to the adjusted benchmark interest rate for the relevant term and the
new interest rate determined as per the above calculation method, without
further notice. If the adjustment day of benchmark interest rate falls on the
same day as the loan issuance day or the corresponding day of loan in the first
month of the 12-month period, the new loan interest rate shall apply starting on
the adjustment day of benchmark interest rate. If there is no corresponding day
of loan, the last day of such month shall be deemed as the corresponding day of
loan.
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(2)
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Fixed
Interest Rate
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The loan
interest rate floats upward/downward by / %
to stand at _/__% per annum. The benchmark interest rate for loans with a term
of five years or less is the benchmark RMB interest rate for the same term
announced by the People’s Bank of China, while that for loans with a term of
more than five years is the above interest rate plus _/__ (in words) percentage
point(s).
The
interest rate of loans in foreign currency shall be determined as per Method
__/___ below:
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(1)
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The
interest rate of the loan, which consists of __/__-month _/__
(LIBOR/HIBOR) + _/__ % interest
margin shall equal to the floating interest rate for loan with a term of
__/__ months.
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LIBOR/HIBOR
is the interbank offered rate of London/Hong Kong announced by Reuters for the
corresponding term two working days prior to the interest bearing
date.
(2) An
annual interest rate of __/___ % shall apply till the loan expiration
date.
(3) Other
methods: / .
6.
Interest Settlement
The
interest on the loan hereunder shall be settled on a monthly basis, with
the date of settlement falling on the 20th
day of each month. The Borrower shall pay up the interest on every interest
settlement day. If the last repayment day of the loan principal is not an
interest settlement day, the outstanding interest shall be paid up immediately
together with the principal (daily interest rate = monthly interest
rate/30).
2
Article
2 Where the Borrower fails to meet the following conditions, the Lender shall
have the right to refuse granting the loan hereunder:
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1.
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The
Borrower opens a general account
with the Lender.
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2.
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The
Borrower neither provides required related documents and materials, nor
completes relevant procedures.
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3.
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The
Borrower has completed the related approval, registration and other
statutory procedures if the loan under this contract is in foreign
currency.
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4.
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If
the loan under this contract is pledged, the pledge of this contract and
statutory procedures of some relevant registration and /or insurance have
been completed according to Xxxxxx’s requirements, and the pledge and the
insurance both are effective.
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Article
3 Lender’s rights and obligations
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1.
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The
lender has the rights to know the conditions of the Borrower’s operation
condition, financial activity, inventory and the usage of the loan, and
require the Borrower to provide documents, materials and information such
as financial statements.
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2.
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When
adverse matters set forth in the NO. 7, 8 and 10 under the Article 4
occur, which may have sufficient impact on the security of the loan, the
Lender can stop lending and then recover the loan before the maturity date
of the loan.
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3.
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When
the Lender recover the loan according to the contract or recover in
advance the loan principal, interest, penalty, compound interest and other
fees the Borrower should pay, the Lender can pull out money from any of
the Borrower’s accounts.
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4.
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If
the funds the Borrower repaid are not sufficient to cover all the amounts
payable, the Lender can use the funds to recover the loan principal,
interest, penalty, compound interest and
fees.
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5.
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If
the Borrower doesn’t repay the loan, the Lender can publicly disclose the
Borrower’s nonperformance.
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6.
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The
Lender should issue sufficient loan to the Borrower in time according to
this contract.
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Article
4 Borrower’s rights and obligations
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1.
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The
Borrower has the right to get and use the loan according to this
contract.
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3
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2.
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The
Borrower can settle the current account and make deposit which are
relating to the loan through the account which is set forth in Article
2.
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3.
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If
the loan under this contract is in foreign currency, the Borrower has
completed the related approval, registration and other statutory
procedures.
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4.
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The
Borrower should repay the loan principal and interest in time. If the
Borrower intends to extent the loan, the Borrower should submit writing
application to the Lender 15 days ahead of the expiration date of the
loan.
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5.
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The
Borrower should use the loan according to the agreed purpose of the loan
under this contract, and shouldn’t embezzle the
loan.
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6.
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The
Borrower should provide true, complete and effective financial statements
and other related materials and information to the Lender every month, and
then assist the Lender to review its operation, financial activity and the
use of the loan.
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7.
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If
the Borrower have the activities about contracting, leasing, shareholding
reform, jointing operation, merging, separating, jointing venture, assert
transferring, applying for stopping operation for correction, applying for
dissolving, applying for bankrupting and other activities which will
sufficiently cause the changes in the relationship of the rights and
obligations under this contract, or effect the reality of the Lender’s
rights, the Borrower should inform the Lender by writing notice and get
the Lender’s approval. Simultaneously, the Borrower should commit the
obligation or repay the loan in advance, otherwise, all activities above
can’t be implemented.
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8.
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Besides
the activities set forth above, if there are other conditions, which will
have material adverse impact on Borrower’s ability to perform the
obligation under this contract, such as stopping operation, closure of
business, cancel of registration, revocation of license, or the legal
representative or the main leader violates the laws or involves in
significant lawsuit or arbitration, or the operation suffers significant
difficulties or the financial condition deteriorates, the Borrower should
inform the Lender of this by writing notice, and then take the steps which
are accepted by Lender to ensure the security of the
loan.
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9.
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If
the Borrower wants to provide guarantee for other obligation or pledge to
the third party with its main asserts, and these behaviors may affect the
Borrower’s ability to repay the loan under this contract, the Borrower
should inform the Lender by writing notice in advance and then get the
Lender’s approval.
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10.
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The
Borrower shouldn’t withdraw capital, transfer asserts or transfer shares
without authorization to avoid its
obligation.
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11.
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If
there are changes in the Borrower’s name, legal representative, location
and business scope, the Borrower should inform the Lender in time by
writing notice.
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4
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12.
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If
the warrantor under this contract has the conditions like stopping
operation, closure of business, cancel of registration, revocation of
license, bankruptcy and loss, and then lose part of or the whole
warranting ability related to this loan, or the worth of the mortgage
under this contract decreases or impairs, the Borrower should provide
other warranting information which is accepted by the
Lender.
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13.
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The
Borrower should burden the fees about legal service, insurance,
transportation, assessment, registration, reservation, evaluation and
notarizing and so on.
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Article
5 Repay the loan in advance
If the
Borrower intends to repay the loan in advance, it must get the Lender’s
approval; if the Lender agrees, the interest of the part the Borrower wants to
repay in advance is determined as per Method / below.
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1.
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The
interest will be charged per as the agreed term of the loan and agreed
executive interest rate.
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2.
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The
interest will be charged using the interest which floats upward by / percentage
on the base of the agreed executive
rate.
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Article
6 liability for breach of contract
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1.
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If
the Lender doesn’t issue loan with full amount to the Borrower according
to the contract, which cause the Borrower’s loss, the Lender should pay
liquidated damages to the Borrower according to the liquidated amount and
days, which will be calculated under the same method to calculate the
interest of overdue loan.
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2.
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If
the Borrower doesn’t repay the loan principal, the Lender will charge
interest which floats upward by THIRTY
on the base of the executive interest rate agreed under the
contract. During the overdue period, if the loan is in RMB, the rate of
interest penalty shall rise correspondingly since the date on which the
benchmark interest rate rises in case of adjustment made to benchmark RMB
interest rate by the People’s Bank of
China.
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3.
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If
the Borrower doesn’t use the loan according to the agreed purpose of the
loan, the Lender will charge penalty with the interest rate which floats
upward by FIFTY
percentage on the base of the benchmark interest rate agreed under
the contract towards the unfulfilled part from the date when noncompliance
behavior happens to the date the loan principal and interest are repay up.
During this period, if the loan is in RMB, the rate of interest penalty
shall rise correspondingly since the date on which the benchmark interest
rate rises in case of adjustment made to benchmark RMB interest rate by
the People’s Bank of China.
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4.
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As
to past due interest, the Lender charges compound interest according to
the People’s Bank of China’s
stipulations.
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5
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5.
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If
the Borrower violate the obligations under this contract, the Lender has
the right to require the Borrower to correct the noncompliance behaviors
within a limited period, and to cease to lending and recover the issued
loan, and also has the right to announce the loan under other loan
contract entered into between the Borrower and the Lender matures
immediately or take other steps to ensure the security of the
asserts.
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6.
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If
any warrantor of the Borrower under this contract violate the agreed
obligation in the guarantee contract, the Lender has the right to cease to
issue the loan, recover the issued loan, take other steps to ensure the
security of asserts.
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7.
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If
the Lender has to take lawsuit or arbitration to realize its claims, the
Borrower should burden the legal fees, travelling expense and other fees
the Lender spends to realize its
claims.
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Article
7 Security for loan
The loan
under this contract is secured by guaranty of mortgage
and the Pledge Agreement will be entered into separately. If it’s secured at the
highest amount, the No. of the Mortgage Agreement is / .
Article
8 Settlement of dispute
If there
is any dispute in the process of implementing this contract, the two parties can
negotiate to settle it, and also can settle it as per the method 1 below:
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1.
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Lawsuit.
The People’s Court in the Lender’s residence has the
jurisdiction.
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2.
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Arbitration.
Submit the dispute to / （the name of
the arbitration organization）and
arbitrate it according to its arbitration rules.
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| During the lawsuit or the arbitration, the terms under this contract which have not been involved in the dispute still need to be executed. |
Article
9 other items
Plan of
repayment of Kunming Shenghuo Pharmaceutical (group) Co., Ltd:
/
/
/
6
Article
10 Contract Effectiveness
This
Contract shall come into force as of the date of execution and sealing by both
parties.
Article
11 Counterparts
This
Contract shall be executed in Four original copies,
each for each party, / for
each guarantor, and each for Notary office and Registration office, which shall
have equal force and effect.
Article
12 Reminder
The
Lender has reminded the Borrower of the need to have a complete and accurate
understanding of the provisions hereof and, at the request of the Borrower,
explained the provisions as necessary. The signing parties have a common
understanding of the meanings hereof.
Borrower (Seal &
Signature):
“XXXXXXX
XXXXXXXX PHARMACEUTICS (GROUP) CO., LTD.” (Seal)
Legal
Representative: Xxxxxx Xxx (Signature)
Lender (Seal &
Signature):
“AGRICULTURAL
BANK OF CHINA KUNMING SHUANGLONG SUB-BRANCH” (Seal)
Governor:
Xxxxx Xxxx (Signature)
Date of
Execution: January 2010
Place of
Execution: Agricultural Bank of China
Kunming Shuanglong Sub-branch
7
Notary
Certificate
(2010)
Xxx Xxx Xxxx Xxxx Zi No.:1985
Applicant:
Borrower: Xxxxxxx Xxxxxxxx
Pharmaceutical (group) Co., Ltd.
Place of residence: Xx.0 Xxxx
Xxx Xxxx, Kunming National Economy and Technology Developing District
Legal representative: Xxxxxx
Xxx
Business License No.:
530100400000723
Lender: Agricultural Bank of
China, Kunming Shuanglong Branch
Place of Residence: Xx.000 Xxxx
Xxxxxx Xxxx, Xxxxxxx Xxxx
Person-in-charge: Xxxxx
Xxxx
Notarization: The Loan
Contract
Both
parties agree on the notarization application for the above mentioned Contract
on January 26, 2010.
We hereby
prove that both parties have signed the above mentioned Loan Contract upon
consensus.
The
borrower is a qualified entity to sign this Contract while the lender is a
qualified financial institution
engaging in RMB loan business and its governor is entitled to sign this Contract
on behalf
of his
bank.
8
According
to this Contract, the lender will provide the borrower with a loan of RMB10
million, in a term of one year. Specific provisions such as Type and Amount
of Loan, Term of Loan, Way of Payment, Guaranty of Loan, Rights and Obligations
of Both Parties, Liability for Breach of Contract have been clarified in the
above mentioned Loan Contract.
Based
upon the above mentioned facts, we hereby certify that the above Loan Contract
is dated January 26, 2010, and is entered into at Kunming City, Yunnan Province
by and among Xxxxx Xxxx, the governor of Agricultural Bank of China, Kunming
Shuanglong Branch and Xxxxxx Xxx, the legal representative of Xxxxxxx Xxxxxxxx
Pharmaceutical (group) Co., Ltd. This Contract entered into by both parties is
in compliance with Article 55 of The General Principles of the Civil Law of the
People’s Republic of China; the signatures and seals of both parties are found
to be authentic; the contents of this Contract are in compliance with
regulations of The Contract Law of the People’s Republic of China, and The
Guaranty Law of the People’s Republic of China, respectively.
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Issued
by:
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Xxxxxx
Xxxx
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Zhenyuan
Public Notary Office
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Kunming
City, Yunnan Province, P.R.C.
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| Date: January 26, 2010 | |||
9
