MAXIMUM AMOUNT LOAN AGREEMENT Bank of Communications Printed in Sep. 2007
Contract
No. 3260402009610000000
MAXIMUM
AMOUNT LOAN AGREEMENT
Bank
of Communications
Printed
in Sep. 2007
Contract
No. 3260402009610000000
Maximum
amount Loan agreement
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Important
notice
Please
be advised to read carefully of this agreement, especially for the Clause
that marked as **. Should the borrower have any question, please contact
with lender for more information as soon as
possible.
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Borrower:
Dongying
(Jiangsu) Pharmaceutical Co., Ltd.
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Legal
representative:
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Xxxxx
Xxxxx
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Legal
Address:
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0
Xxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxxxx Xxxxxxxxxxx Xxxx
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Mailing
address:
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as
above.
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Lender:
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Bank
of Communications Nantong branch
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Major
Manager:
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Xxx
Xxxxxxx
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Mailing
Address:
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00
Xxxxxx Xxxxx Xxxx, Xxxxxxx.
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The
Borrower and Xxxxxx, after reaching an agreement through negotiations,
hereby enter into this contract pursuant to Xxxxxxxx's application to
Lender for bank loan.
Article
1. Quota
1.1
“quota” means the maximum amount of loan the lender can release to the borrower
in accordance with the contract. “Remaining loan” means the net loan principle
obtained by the borrower which is still outstanding. “Remaining quota”
means the “quota” deduct the “remaining loan”. “Credit term” means the time that
the lender releases loan to the borrower, it’s the term during which the lender
will release the loan, not the term during which the borrower will use the loan.
The loan term shall be confirmed by both parties.
1.2. Type
of currency: RMB; Amount: Five million
1.3. The
Loan under this agreement shall be solely for current capital use
only and
type of quota is revolving quota.
1.4 In
case there are multi currencies listed in the Clause above, each currency shall
not exceed its quota.
1.5. Loan
term: from
January
19,
2009 to January 19, 2010
1.6 under
this contract, the quota is revolving quota. The borrower can apply the loan in
multi times in accordance with the contract. However, the remaining loan shall
not exceed the quota.
Article
2. Using the Quota
2.1 When
the borrower needs to use the quota, the borrower has to apply from the lender 5
working day’s advance. The borrower needs to fill the “Quota Utilization
Application” form. After the lender approval the application, the borrower can
start using it.
2.2 The
using of the quota has to meet all the conditions below:
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(1)
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the
remaining loan shall not exceed the
quota
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(2)
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applied
loan amount shall not exceed the remaining
quota
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(3)
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application
must be within credit term
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(4)
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The
purpose of using the loan shall be only for current
capital
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(5)
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The
loan term shall be less than 12 months and
the due day for all the loans shall be no later than April 19,
2010.
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(6)
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The
related guarantee contract is currently in effect and shall maintain
effective. In case the guarantee contact is mortgage contract, the
guarantee right shall be establish and maintain
effective.
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(7)
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The
borrower has performed all legally-required procedures such as obtaining
government licenses, approvals and registration and other procedures
Lender may require of Borrower
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(8)
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There
is no big change of xxxxxxxx’s financial situation and operation
situation after this agreement is in effect.
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(9)
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The
borrower’s application meets all the related policy and constitution’s
needs requested by xxxxxx.
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(10)
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The
borrower conducts no default
activity.
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2.3 If
the lender agrees to release the loan to borrower, the lender needs to stamp and
sign on “Quota Utilization Application” form. The information of currency,
amount, and purpose of using the quota, interest rate, loan term, releasing
date, and returning date shall be base on the actual signed “Quota
Utilization Application” form.
2.4 The
using of quota will be monitored base on file, voucher and receipt generated
during performing the contract.
2.5 If
the currency shown in the application form is different from quota, Bank of
Communications’ daily foreign exchange rate shall be used for
calculation.
Article
3. Interest Rate and Interest Calculation
3.1. The
interest shall be defined during each transaction in accordance with the
lender’s interest system policy. Daily interest rate = monthly interest rate/30,
monthly interest rate = annual interest rate/12
In case
interest defined in the Quota Utilization Application form is fixed interest,
this fixed interest rate will be used for this loan.
In case
interest defined in the Quota Utilization Application form is variable interest,
the variable interest rate will be used for this loan, and this rate will be
adjusted in accordance with the published rate by the People’s Bank of
China.
3.2 The
calculation of interest
3.2.1
Regular interest= (the prescribed interest rate under this Loan Contract) x
(Loan principle amount) x (actual days of use), where actual days of use is
calculated from the day the Loan is issued.
3.2.2 In
case the borrower fails in returning the loan on time, the penalty interest
calculation depends on amount and actual overdue days. If the currency of loan
is RMB, the penalty interest rate for delay of repaying the loan shall be 50% on top of
interest rate; if it is foreign currency, the penalty interest rate for delay of
repaying the loan shall ____ on top of interest rate from “Quota Utilization
Application” form requested.
3.2.3 In
case the borrower uses the loan for other purpose than intended, penalty
interest calculation depends on amount and actual overdue days. If the currency
of loan is RMB, the penalty interest rate for delay of repaying the loan shall
be 100% on top
of interest rate; if it is foreign currency, the penalty interest rate for delay
of repaying the loan shall be _____ on top of
interest rate from “Quota Utilization Application” form requested.
3.2.4 In
case the interest rate is adjusted by the People’s Bank of China during the
period when the borrower is in default activities described in the above two
clauses, the penalty interest shall be adjusted accordingly. The effective date
shall be the day when the rate is adjusted.
3.3
Interest rate should be calculated and paid on monthly basis. Cut off day is
20th
of the each month.
**Article
4. Xxxxxxxx’s declaration and guarantee
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4.1
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Borrower
shall be legally registered enterprise which will legally exist during the
loan period, and has the authority to sign and perform the obligation of
this contract.
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4.2
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Signing
and performing this agreement is xxxxxxxx’s true intention, and doesn’t
violate any applicable law, order and
regulation.
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4.3
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The
borrower shall make sure all the documents, financial statements and
information provided are accurate, correct and complete. The borrower
shall not hide any information that may affect borrower’s financial
condition and capability to return the
loan.
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4.4
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When
signing this contract, the borrower shall not be the shareholder or the
actual controlling party of the guarantor, as well as no plan to be the
shareholder or the actual controlling party of the
guarantor.
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Article
5. The lender’s right and liability
5.1 The
lender has right to withdraw loan principle, interest (including compound
interest, overdue interest and penalty for misusing of loan); request for some
related charge from borrower; perform some other rights legally.
5.2 keep
confidential of xxxxxxxx’s financial and operation information, unless allowed
otherwise by law or other contractual conditions
Article
6. The borrower’s liability
6.1 The
Borrower shall repay the principles and interest in accordance with the time,
currency and amount defined in the agreement. Without lender’s written approval,
the borrower is not allowed to return the loan ahead of due day.
6.2 The
Borrower shall not use the loan for the other purpose other than intended
as defined in the Quota Utilization Application.
**6.3 the Borrower shall bear
the expenditures under this Contract. The expenditures include but not
limit to notarization cost, appraisal cost, evaluation cost, registration cost
and so on.
**6.4 the Borrower shall
follow the procedure, including but not limited to cooperate with lender to
audit the operation condition and using of loan. Borrower shall provide all the
financial statements and other documents as lender requested. Borrower shall
make sure all the documents provided are accurate and
complete.
**
6.5 if
Borrower has any occurrence or possible occurrence of the following events,
borrower shall give the written notice to lender 30 days thereof in
advance; and borrower shall not take any action before receiving approval from
lender:
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(1)
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sale,
give, lease, transfer, mortgage or other way to dispose of major
assets;
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(2)
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occurrence
or possible occurrence of big change of business organization, including
but not limited to contract, lease, in alliance with other companies,
merging, buy other companies, establish joint venture with other
companies, company separation, reduce capital, change stock
right,
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** 6.6 the borrower shall
inform lender within 7 days with written notice for following events :
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(1)
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Modify
the constitution, change the enterprise name, change of legal
representative, change of location, mailing address or Industrial and
commercial registration, any decision could affect the financial
situation;
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(2)
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The
borrower apply for bankrupt or surety apply for
bankrupt;
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(3)
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Any
litigation or arbitration involved or major assets get
seized
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(4)
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warrant
for the third party and has the big effect of liability under this
agreement
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(5)
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Sign
some other agreement which could affect company’s operation and
finance.
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(6)
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major
financial entanglement, liquidation, financial conditions deterioration
and Borrower goes out of business, dismissed, production is stopped,
production permit is revoked or
canceled
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(7)
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The
legal representative or major manager involved in criminal
charges
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(8)
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The
difficulty of operation, financial condition become worse or any events
which may affect the normal operation or cause negative impact on
borrower’s liabilities in returning the
loan
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(9)
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Any
alliance deal which amount involved in the deal reaches or exceeds 10% of
the audited net asset.
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(10)
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Before
returning the full amount of loan to the Lender, the Borrower will become
or has possibility to become the shareholder or actual controlling party
of the guarantor..
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**6.7 if
any change as following affect the lender’s right, the borrower has to provide
the other guarantee that lender recognize：
The
“change” includes but not limited: surety stop business,
dismissed, major financial entanglement, liquidation, financial
conditions deterioration and production is stopped, production permit is revoked
or canceled, apply for bankrupt; material
legal suit or its main assets have been put under property preservation or other
orders; The financial position has undergone a material change or the value
of collateral has been markedly reduced; other matters which will produce a
material adverse effect on its financial position or ability to repay its debt
and other events.
Article
7. Other Contractual Items
N/A
**Article
8. Adjustment of quota and return the loan ahead of due date
The
lender reserves the rights to withdraw the loan ahead of the due date by
directly deduct money from borrower’s banking account should anyone of the
following events happens:
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(1)
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The
borrower can’t repay the principle and interest under this
agreement
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(2)
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The
borrower’s declaration and guarantee is not correct under the Article
4.
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(3)
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The
borrower break the other clause under this
agreement
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(4)
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Any
events happened under clause 6.6 that may endanger the safety of the
ability of returning the loan.
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(5)
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The
borrower has default activities such as delaying in payment, and takes no
corrective action after receiving warning notice from the
Lender.
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**Article
9. Events of Default
9.1 If
borrower can’t repay the principle and interest before due day or misusing of
loan, Xxxxxx will impose penalty interest and compounded interest according to
the regulations of the People's Bank of China in the event that Xxxxxxxx has not
fully repaid the principal or interest under the Loan agreement in a timely
manner.
9.2 The
borrower shall pay for notarization cost, notice cost, perform cost, legal cost;
travel cost and so on in case of borrower can’t repay the full amount of
principle and interest on time.
9.3 If
the borrower refuses the lender to monitor and inspect its operation and
financial conditions, or the borrower refuses to pay the principle and interest
to lender, the lender has right to notify some related governmental office and
some news Media.
**
Article 10 withdraw the loan
10.1 For
the recovery of the principal, interest, penalty interest, compounded interest
and other fees unpaid by Xxxxxxxx, Borrower hereby irrevocably authorizes Lender
to withdraw funds from its any account in the Bank of
Communications.
10.2
After money has been withdraw from xxxxxxxx’s bank account, the lender shall
provide these information of withdraw account number, loan agreement number,
withdraw voucher, and withdraw amount and the rest of unpaid amount to
borrower.
10.3 When
the total withdraw amount is not enough to pay the liability, the withdraw
amount shall pay the unpaid expense first. If the overdue date less 90 days for
principle and interest, the withdraw amount shall pay the interest or penalty,
compound interest, then can be used for paying principle; if the overdue date
more than 90 days for principle and interest, after paying for unpaid expense,
then the withdraw amount can be used to pay principle first, then interest or
penalty, compound interest.
10.4 if
the withdraw amount has the different currency than the loan, the calculation
shall base on daily foreign exchange rate of Bank of
Communications.
Article
11 dispute settlement
Should
any dispute concerning this Loan agreement arise, it shall be resolved
under the jurisdiction of the local people's court where Xxxxxx is located.
During this dispute period, the undisputed clauses shall be performed as
usual.
Article
12 Other Clause
12.1 The Loan Voucher, “Quota
Utilization Application” under this Loan agreement and related documents and
materials confirmed by both parties are inseparable components of this Loan
Agreement.
12.2 This
Loan agreement shall become effective upon signature (or seal) by legal
representatives or authorized representatives of both parties and upon the
affixing of the official seals of both parties.
12.3 This
agreement has six originals,
which are identical to each other, with each of the parties and surety party
holding one copy.
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Please
be advised that the borrower has read the above all the articles and
lender has made all the explanation to borrower as borrower request. The
borrower doesn’t have any question on this
agreement.
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Stamp of
borrower
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Stamp
of lender
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Dongying
(Jiangsu) Pharmaceutical Co., Ltd
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Bank
of Communications Nantong branch
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Signature
of Xxxxx Xxxxx
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Signature
of Xxx Xxxxxxx
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Agreement
signed date: Jan. 19, 2009
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Jan.
19, 2009
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