Maximum General Facility Agreement
Agreement
No: (Shenzhen Central) Nongyin Shou(2007)0925
Borrower:
Shenzhen
Fuqi Jewelry Co., Ltd. (“Party
A”)
Lender:
Agriculture
Bank of China (“Party
B”)
In
Accordance of the relevant laws, rules and regulations of the PRC, Party A
and
Party B have agreed mutually to enter into this agreement
(“Agreement”).
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I.
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The
“Maximum
General Facility”
represents the maximum available credit, which Party A may utilize
for
designated core business purpose within the period
specified.
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II.
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Details
of Facility
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a.
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The
Maximum General Facility granted to Party A by Party B is RMB
One Hundred Million,
therein:
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i.
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Facility
for foreign currency loan is equivalent to RMB
One Hundred Million,
whereas, facility for foreign currency should not exceed (US Dollar
(Not
applicable) equivalent.
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ii.
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Facility
granted for non-core business is equivalent (RMB(Not applicable)),
whereas, facility for the foreign currency should not exceed (US
Dollar
(Not applicable )) equivalent.
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b.
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Maximum
General Facility granted should be applied to the following scope(s)
of
the business:
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R
CNY/Foreign currency loan
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□Commercial
Bills of Acceptance
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□Discount
Bills
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□Guarantee
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□Import
Bills
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□Export
Bills
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□Bank
Guarantee
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□Other
business: _________________________.
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c.
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The
term of the facility granted commences from September 27, 2007 and
terminates on September 26, 2008. This
term only applies to new withdraw covered by this facility. Expiration
day
of this Agreement will not affect the maturity day of drawn
facility.
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d.
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The
commencement day, maturity day, amount, interest, rate of individual
draw
down agreement covered by this facility should refer to particular
individual agreement.
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III.
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Application
of the facility
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a.
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Party
A needs to submit application to Party B for each individual facility
draw
down covered by facility granted. Party B reserves the right to approve
each individual application in accordance with the availability of
liquidity reserve and current financial situation of Party B. Upon
approval of each application, both parties should enter into a separate
agreement.
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b.
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Within
the term agreed upon in this Agreement, Party A can apply to recurrently
using the available facility granted provided that the total outstanding
facility granted shall not exceed the Maximum General Facility granted
under this Agreement. The granted foreign currency facility can be
applied
to the non-core business of Party A, but the facility granted to
other
business shall not apply to the foreign
currency.
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c.
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Upon
expiration of this facility agreement, any unutilized facility will
be
cancelled automatically.
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IV.
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Adjustment
of Facility
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Party
B
reserves the right to adjust or terminate the Maximum General Facility, if
Party
B may suffer a damage under any one of the following conditions:
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a.
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Adverse
change in market condition in which Party A is operating or material
change in monetary policy of the
country.
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b.
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Party
A is operating in highly unfavorable administrative or financial
condition
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c.
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Party
A involves a material litigation, arbitration, or material default
with
other creditors.
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d.
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Repayment
ability of the guarantor of this Agreement is degraded, the
collaterals are
destroyed, or the value is substantially
depreciated.
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e.
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Party
A expresses, by word or by action, the intention of breaching this
Agreement or individual agreement of draw
downs.
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f.
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Party
A forfeits its credit standing.
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g.
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The
principal of Party A has been involved in crime, or the property
of Party
A is sealed up or detained.
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h.
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Party
A transfers its property, withdraws the capital, avoids the liability
and
engages in other actions that damage the rights and interests of
Party
B.
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i.
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Party
A defaults this Agreement, or any other individual
Agreement.
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j.
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Other
conditions that the Party A forfeits or may forfeit the ability of
executing this Agreement.
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V.
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The
right and responsibility of the Party A
include:
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a.
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The
right to draw down up to the maximum facility granted in this
Agreement.
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b.
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Opening
the settlement account with Party B and handling business transactions
arising from the using of this
facility.
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c.
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Providing
Party B with accurate and complete quarterly financial reports ,
all
banking information such as name(s) of bank, account number(s), deposit
and loan balances and actively cooperating with Party B for inspection
and
monitoring.
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d.
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Compliance
of terms in this Agreement and individual
agreement.
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e.
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If
the maximum facility is lowered by effect of foreign exchange rate
change,
Party A should immediately return the amount exceeding the maximum
facility, or pay the corresponding guarantee
money.
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f.
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Under
the following circumstances, written notice should be submitted to
Party B
within five days to secure the interest of Party
B:
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i.
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Change
of the affiliated relationship, change of top management, or modification
of the company articles of association or corporate
structure.
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ii.
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Cease
of business, deregistration, repeal of business licenses, or winding
up.
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iii.
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Insolvency,
material difficulties in the production and market, or material litigation
and arbitration.
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iv.
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Change
of company name, domicile, legal representative, or
contacts.
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v.
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Other
matters producing material and adverse effect on the execution of
this
Agreement by Party B.
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g.
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The
following action should be firstly consented by Party B and Party
A shall
take whatever measures agreed by Party B in order to allocate the
repayment of the debt:
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i.
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entering
into contracts, leases, restructuring of share capital, joint venture,
incorporation, amalgamation, separation, joint investment, assets
transfer
or application for suspension of business, dissolution or bankruptcy
and
other events, which result in the change of creditor and debtor
relationship of this Agreement, or effect Party B's
rights.
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ii.
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Providing
guarantee to a third party or mortgaging or pledging its property
to a
third party that will affect the repayment of the facility
drawn.
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h.
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If
the guarantor ceases its business, cancels its registration or its
business license is, falls into bankruptcy, incurs operating loss
that
results in full or partial loss of the guarantee ability corresponding
to
this Agreement, or value of the guaranty, collateral or pledged rights
is
depreciated, Party A shall provide Party B with other collaterals
or
guarantee to the satisfaction of Party B in a timely
manner.
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i.
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Not
entering into agreement with third party, which will damage the interest
of Party B under this Agreement.
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VI.
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The
right and responsibility of Party B
include:
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a.
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timely
processing and reviewing the application of credit application of
Party
A.
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| b. |
the
right to request Party A
to
provide documents, information and data such as financial reports,
in
order to gain knowledge about production, market condition, financial,
inventory and utilization condition of this facility of Party
A.
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c.
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deduct
directly from bank account of Party A, upon or before expiration,
fees,
interest and principal utilized by Party A under this Agreement or
individual agreement.
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d.
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If
Party A doesn’t duly perform its obligation to repay as stipulated by any
individual agreement, Party B can disclose the violation of the Party
A to
the public.
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VII.
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The
default liability
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If
Party
A violates this Agreement or any individual agreement under this facility,
Party
B reserves the right to alter the maximum amount of this facility, to terminate
the facility, to cancel the unutilized facility or pursue Party A for the
default liability.
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VIII.
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Guarantee
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If
the
facility granted by this Agreement items requires guarantee, a guarantee
agreement will be entered into separately.
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IX.
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Dispute
Resolution
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If
any
dispute arises from the execution of this Agreement, both parties shall solve
the dispute through negotiation, and through 2:
1.
Litigation. Governed by the court of the residence of the Party B.
2.
Arbitration at Shenzhen Arbitration Commission in accordance with their
arbitration rules . During proceeding of any litigation and arbitration,
non-dispute businesses or agreement should be executed in accordance to terms
of
this Agreement.
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X.
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Miscellaneous
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a.
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Each
of the individual business agreement and its supporting documents
such as
vouchers, lists, application letter/ undertaking letter, which Party
A
signs with Party B to utilize the facility granted in this Agreement
constitutes as part of this
Agreement.
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b.
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If
there is inconsistency between this Agreement and each individual
agreement, terms in individual agreement shall
prevail.
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c.
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The
Agriculture Bank of China Shenzhen Central District Sub-branch has
the
right to be compensated preferentially from the inventory of Shenzhen
Fuqi
Jewelry Co., Ltd.
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XI.
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Effective
of this Agreement
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This
Agreement will be effective upon signing and stamping by both
parties.
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XII.
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Counterparts
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This
Agreement consists of four copies, each party holds one copy, the Party B holds
one more copy with same effect.
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XIII.
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Notices
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Party
B
has notified Party A to understand the terms being printed in this Agreement
wholly and accurately, and has provided illustrations based on the request
of
Party A. Both parties mutually and consistently agree on terms of this
Agreement.
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Party
A
(signature and stamp)
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Party
B (signature and stamp)
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The
legal representative
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Principal
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or
the
authorized agent
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or
the authorized agent
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Date:
September 27, 2007
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Location:
Shenzhen
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