LOAN AGREEMENT
Exhibit
10.1
This
Agreement is entered into by and between Tianshi
International Holdings Group Limited (“Holdings”), a legal entity incorporated
under the law of the British Virgin Islands, and Tianshi
International Investment Group Co., Ltd. (“Investment”), a
legal
entity incorporated under the law of the British Virgin Islands, in
Tianjin, China on this 14th day of January, 2008
RECITALS
Whereas,
Holdings and Investment have entered into a Sale and Purchase Agreement dated
December 20, 2007, pursuant to which Holdings will acquire 100% of the
registered share capital of Tianjin Tiens Life Resources Co., Ltd. (“Life
Resources”), a legal entity incorporated under the law of the People’s Republic
of China China, from Investment; and
Whereas,
the transfer of the share capital of Life Resources requires the government’s
approval to become final; and
Whereas,
Life Resource needs to increase its registered share capital; and
Whereas,
Holdings desires to provide a loan to Investment to increase the registered
share capital of Life Resources.
Now,
therefore, the parties do hereby agree as follows.
AGREEMENT
| 1. |
Loan
|
Holdings
agrees to loan Four Million One Hundred Thousand U.S. dollars (US$4,100,000)
(the “Loan”) to Investment for the duration of the term of this Loan Agreement.
The Loan shall be interest free.
|
2.
|
Term
|
The
Loan
will begin on the effective date of this Agreement and shall be repaid by
Investment on March 31, 2008, provided however, that if the government approves
the transfer of the registered capital of Life Resources prior to March 31,
2008, the Loan shall be cancelled and this Loan Agreement shall terminate as
of the date of such government approval and Investment shall not be
required to repay the Loan to Holdings.
| 3. |
Purpose
of the Loan
|
The
Loan
shall only be used by Investment to increase the registered capital of Life
Resources, and Holdings has the right to accelerate the repayment of the Loan
if
this provision is breached by Investment.
| 4. |
Effective
Date
|
This
Agreement is effective as of the date first written above.
Party
A:
Tianshi International Holdings Group Limited
Address:
00xx
Xxxxx
Xx. 000 Xxxxxx Xxxx XxxxXxxx
Legal
Representative: Xxxxxxx Xx
|
/s/
Xxxxxxx Xx
|
|
By:
Xxxxxxx Xx
|
Party
B:
Tianshi
International Investment Group Co., Ltd. (BVI)
Address:
Xxxx 0000-00, 00/X., Xxx Xxxx Life Tower, Windsor House, 000 Xxxxxxxxxx Xxxx,
Xxxxxxxx Xxx, Xxxx Xxxx
Legal
Representative: Xxxxxxx Xx
|
By:
Xxxxxxx Xx
|
2
