Contract
Exhibit
10.8
RMB
Loan Agreement
Borrower:
Wuhan Blower Co., Ltd (hereinafter named as “Party A”)
Address:
Inside Xxxx Xxx Science Park of Miaoshan Development Zone, Jiangxia District,
Wuhan
Postal
code: 430200
Telephone:
00000000
Fax:
00000000
Legal
representative: Xx Xxx
Deposit
bank and account number: CITIC Wuhan (Zhuyeshan) Sub-branch,
82200011201
Lender:
CITIC Wuhan Branch (hereinafter named as “Party B”)
Address:
CITIC Building, No 747, Jianshe Avenue, Wuhan
Postal
code: 430015
Telephone:
00000000
Fax:
00000000
Legal
representative/principal: Xx Xxxxxx
Deposit
bank and account number:
Place
of
Agreement: CITIC
Bank
Date
of
Agreement: September
29th,
2006
With
reference to the relevant laws, rules and regulations in Contract Law of
the
People’s Republic of China and General Rules on Loan and after mutual
consultation on the basis of equality, both parties sign this Agreement.
Article
1: Type of Loan
Party
B
agrees to provide the following type I
loan to
Party A as stipulated in the Agreement:
I. Short-term loan | II. Medium term loan | III. Long-term loan |
Article:
2 Loan Amount and Length of Term
The
loan
amount under this Agreement is RMB (in words): Nineteen
Million Yuan.
(in
numerals): 19,000,000.
The
length of maturity under this Agreement is One
Year,
from
October
13th,
2006
to
October
12th,
2007.
If
there
is any conflict on the loan term between this Agreement and the debit note
under
this Agreement, the debit note prevails.
Article
3 Purpose of the loan
Party
A
shall apply the loan under this Agreement for current
capital,
however, Party B will not bear any responsibilities for the purpose of the
loan.
Article
4: Interest rate and interest of loan
1. |
The
interest rate is determined according to the following first
type
for this loan:
|
(1) |
Fixed
interest rate of 6.732%.
If the interest rate of the People’s Bank of China is adjusted within the
term of this Agreement, the interest will not be calculated for
separate
phases.
|
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(2) |
Apply
the floating interest rate at the statutory interest rate of corresponding
period and corresponding level of the People’s Bank of China floating
/
%
(upward/ downward), that is, the interest rate of loan is /
%
at the time when this Agreement takes effects. If the interest
rate of the
People’s Bank of China is adjusted within the term of this Agreement,
the
loan interest rate will be adjusted in this Agreement according
to the
adjusted corresponding statutory rate from the next
__/___(month/quarter/year).
|
2. |
Interest
accrual of this loan shall be calculated from the actual date of
drawing
and interest is settled on a monthly basis. The date of interest
settlement is the 20th
of
every month.
|
3. |
First
interest payment date of this loan is October
21st,
2006.
Party A shall deposit sufficient sums in Party B’s deposit bank before
each interest payment date for Party B to deduct the interest rate
in
time; if Party A chooses to make interest payments by other means,
it
shall ensure the interest is transferred into the account in time.
If
Party B fails to receive the full payment of the interest rate
at the
interest settlement date, it will be considered as Party A’s failure of
punctual payment.
|
4. |
When
the last installment of the loan becomes due, the interest rate
shall be
settled together with the
principal.
|
Article
5: Deposit withdrawal
1. |
Party
A shall withdraw the deposit according to the following plan and
the
planned withdrawal date shall be the working day of the
bank:
|
SN
|
Date
of withdrawal
|
Sum
of withdrawal
|
|||||
1
|
October
13th,
2006
|
19,000,000
|
2. |
Party
A shall withdraw the deposit according to the agreed withdrawal
date of
this Agreement, and decision to change the withdrawal time and/or
sum
shall be delivered to Party B seven (7) working days of the bank
before
the agreed withdrawal date. Party B agrees to offer Party A the
withdrawal
grace period of three (3) working days. Any loan not withdrawn
when the
grace period expires will be automatically cancelled and Party
A may not
withdraw again.
|
-3-
3. |
Party
A shall submit the irrevocable notification of drawing, loan note
or other
drawing notes to Party B three business days of the bank before
the
scheduled date of drawing. Party B shall pay the loan after examining
and
approve the notification of drawing or other notes, which shall
be the
receipts of the loan.
|
Article
6: Means of repayment:
1. |
Party
A shall repay the principal according to the following
plan:
|
SN
|
Date
of repayment
|
Sum
of repayment
|
|||||
1
|
October
12th,
2007
|
19,000,000
|
2. |
The
loan principal repaid by Party A shall be deposited to the designated
account of Party B, the account number is 7381910182200011201.
|
3. |
If
Party A requires repayment in advance, he shall deliver to Party
B the
irrevocable plan of advanced repayment in written form 30 calendar
days
before the scheduled advanced repayment date and shall get the
consent of
Party B. Party B is entitled to charge the interest with reference
to the
length of maturity and interest rate agreed in this
Agreement.
|
Article
7: Loan extension
If
Party
A fails to return the loan under this Agreement and requires extension of
the
loan, he shall submit the written application 30 working days of the bank
before
the loan maturity date and if Party B examines and consents, both parties
may
sign a loan extension agreement. If Party B disagrees, this Agreement remains
valid.
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Article
8: Guaranty of loan
This
loan
is guaranteed by a mortgage and a third party guarantee. Party B and warrantor
sign the security contracts 200619
Mortgage Xx. 00 xxx 000000 XX Xx. 0000 Xxxxxxxx Contractson
the
detailed guarantee issues under this Agreement.
Article
9: Party A statement and warranty
1. |
Party
A is a Chinese legal person or other organization founded according
to the
law of the People’s Republic of China and possesses the obligatory civil
rights and behavioral competence to sign and implement this Agreement
and
is capable of bearing the civil responsibilities
independently.
|
2. |
All
the documents, report forms and statements related with this loan
provided
by Party A are legal, authentic, accurate and
complete.
|
Article
10: Rights and obligations of Party A
1. |
Party
A is entitled to withdraw and use the loan according to the maturity
and
purpose as agreed in this
Agreement.
|
2. |
Party
A shall repay the principal and interest as agreed in this
Agreement.
|
3. |
Party
A shall provide to Party B the report form and other documents
truly
reflecting its operation state and financial status regularly or
as
required by Party B.
|
4. |
During
the loan period, any significant changes in Party A’s managerial
decision-making, including but not limited to share transfer,
reorganization, coalescence, separation, shareholding system
transformation, joint venture, cooperation, joint operation, contracting
tenancy, operational range and registered capital modification,
etc and
other changes which may possibly affect the decision making of
Party B’s
rights and benefits shall be informed to Party B in written form
at least
30 calendar days in advance and achieve the previous written consent
of
Party B to fulfill the tender responsibilities of the loan or advanced
loan discharge or provide the guaranty approved by Party
B.
|
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5. |
Party
A shall actively cooperate with Party B to investigate, understand
and
supervise the operation status and loan use status. The expenses
incurred
by Party B as a result of Party A’s obstructive activities shall all be
borne by Party A.
|
6. |
Without
previous written consent of Party B, Party A is not entitled to
transfer
or in the form of transfer the liabilities under this Agreement
by any
means.
|
7. |
The
transfer, lease or the disposal of all or a significant part of
the assets
and business or business revenue by means of setting the guaranty
on the
liabilities other than which are under this Agreement shall be
in informed
to Party B at least thirty calendar days in advance and require
the
previous written consent from Party
B.
|
8. |
If
any accidents which will exercise seriously negative influence
on the
liability implementation of this Agreement take place, including
but not
limited to the severe economic disputes, cessation of business,
going out
of business, bankruptcy, dissolution, business license withdrawal,
business annulment, financial status degeneration, etc., Party
A shall
inform Party B in written notice
immediately.
|
9. |
In
case that the Guarantor suspends business, closes down business,
is
declared bankrupt, dissolves, is revoked of business license, is
revoked
of or loses profits, which results in the loss of part or the entire
capacity to guarantee the loan hereunder, or the value of the mortgaged
property, pledged property, or mortgage rights for the loan hereunder
decreases, Party A shall provide Party B with new guaranties acknowledged
by Party B.
|
10. |
During
the loan period, any changes in Party A’s named legal representative, or
project principal’s, address, telephone, or fax shall be sent to Party B
within seven calendar days after the
changes.
|
Article
11 Rights and obligations of Party B
1. |
Party
B is entitled to inspect and understand the business circumstances
and
loan service of Party A.
|
2. |
Under
the prerequisite that Party A implements the obligation agreed
in this
Agreement and satisfies the money-lending condition, Party B shall
lend
the loan to Party A on time and in
full.
|
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3. |
Party
B shall keep the materials, documents and information provided
by Party A
confidential, except otherwise stipulated in the laws and regulations
for
query.
|
Article
12 Responsibility of breach of Agreement
1. |
When
this Agreement enters into force, Party A and Party B shall both
perform
the obligations agreed to in this Agreement, the failure of either
party
to perform wholly or partially the agreed obligations shall bear
the
corresponding responsibility of breach of
Agreement.
|
2. |
If
Party A fails to draw the loan within the agreed date in the Agreement,
Party B is entitled to charge a penalty according to the overdue
days and
the interest rate agreed in this
Agreement.
|
3. |
If
Party B fails to provide the loan as agreed in the Agreement, Party
A is
entitled to require the payment of penalty according to the overdue
days
and the interest rate agreed in this
Agreement.
|
4. |
If
any of the following circumstances occur, Party B is entitled to
terminate
any sum of money undrawn under this Agreement and require Party
A to
immediately repay the entire withdrawn loan, interest payable and
other
expenses. The day when Party B requires Party A to repay the above
payment
is the advanced maturity of the liability under this Agreement
and Party B
is entitled to directly deduct the sum from the Party B’s account
deposited by Party A to compensate the liability under this
Agreement.
|
(1) |
Party
A fails to repay the principal and interest of the loan under this
Agreement in time;
|
(2) |
Party
B fails to implement any one of the obligations agreed in Clause
3 to
Clause 9 of Article 10 of this
contact;
|
(3) |
The
certification and documents related with this loan submitted by
Party A to
Party B and the statements and warranty of Article 9 of this Agreement
are
proved to be unauthentic, inaccurate, incomplete or tending to
mislead;
|
(4) |
Party
A completely stops the repayment of liability or fails to expresses
the
failure of the mature liability
repayment;
|
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(5) |
Cessation
of business, going out of business, bankruptcy, dissolution, business
license withdrawal, business annulment, severe economic disputes
and
financial status degeneration take place in Party
A;
|
(6) |
Changes
in address, range of business, legal representative and other issues
registered in business administration or the significant external
investment takes place, which will seriously influence or threaten
the
realization of Party B’s financial
claims;
|
(7) |
Other
accidents that threaten and harm or possibly threaten and harm
the Party
B’s rights and benefits.
|
5. |
If
Party A fails to repay the loan as agreed in the Agreement, in
addition to
exercising the rights provided in Clause (4) of this Article, Party
B is
entitled to charge the extra penalty interest with another 50%
of the loan
interest agreed in the Agreement according to the actual overdue
days,
namely the penalty interest rate is 10.098%. The un-payable interest
of
the overdue loan shall be charged with compound interest with reference
to
the penalty interest rate agreed in this
clause.
|
6. |
For
the un-payable interest by Party A in loan period, Party B is entitled
to
charge the compound interest according to the actual overdue days
on the
basis of the loan interest rate agreed in the
Agreement.
|
7. |
For
the loan not used for the agreed purposes by Party A, in addition
to
exerting the rights agreed in Clause 4 of this Article, Party B
is
entitled to charge the penalty interest on the party in default
since the
embezzlement date with another 100% of the loan interest agreed
in the
Agreement according to the actual overdue days, namely the penalty
rate is
13.464%. The un-payable interest during the loan embezzlement period
shall
be charged with compound interest on the basis of the penalty interest
stipulated in this clause.
|
8. |
All
the expenses of Party B to realize the creditor’s rights (including but
not limited to the legal fare, travel expense, retaining fee, etc)
shall
be borne by Party A.
|
-8-
Article
13 Continuity of obligations
All
the
obligations of Party A under this Agreement possess the continuity and complete
binding forces on his inheritor, agent, receiver, assignee and the merged,
reorganized and renamed subject.
Article
14 Notarization
If
either
party of this Agreement raises the notarization requirements, this Agreement
shall be notarized in the national stipulated notary organ and the expense
shall
be borne by Party A.
Article
15 Other agreed issues
________________
Article
16 Applicable laws
This
Agreement is under the jurisdiction of the laws of the People’s Republic of
China and has binding forces on both parties.
Article
17 Dispute solution
Any
disputes arising out of and related with this Agreement shall be negotiated
by
both parties for solution; the failure of which shall be solved through the
following second
means
agreed by both parties;
1. |
Apply
for arbitration by ___________Arbitration
Committee
|
2. |
Bring
the lawsuit to the People’s Court where Party B is
located.
|
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Article
18 Accumulative features of Party B’s rights
Party
B’s
rights under this Agreement are cumulative, which will not affect or exclude
any
rights from Party A according to law and other contracts. Except otherwise
expressed by Party B in written form, Party B’s nonuse, partial exercise and/or
deferred exercise of their rights do not compose a waiver or partial waiver
of
their rights, nor will it influence, prevent or obstruct the continuous exertion
or the exertion of other rights.
Article
19 Validation, modification and dissolution of the
Agreement
1. |
This
Agreement enters into force when Party A’s legal representative or the
entrusted agent and Party B’s legal representative or principal or
entrusted agent sign or stamp and with an official seal; if this
Agreement
is equipped with a guarantee, the guarantee enters into force since
the
valid date of the guarantee
contract.
|
2. |
When
this Agreement enters into force, except otherwise agreed in this
Agreement, neither party of this Agreement is allowed to modify
or
dissolve the Agreement at will; if it’s necessary to modify or dissolve
the Agreement, it shall be consulted by both parties and the written
agreement shall be made.
|
Article
20 Others
1. |
The
unexhausted issues in this Agreement may be written in other agreements
as
the attachment of this Agreement. Any attachment, modification
or
supplementation of this Agreement is an inseparable component of
this
Agreement and possess the same legal forces of this
Agreement.
|
2. |
If
a certain clause of this Agreement or part of the content of a
certain
clause is considered invalid or will be invalid in the future,
this
invalid clause or the invalid part will not affect the validity
of this
Agreement and other clauses in this Agreement or other content
in that
clause.
|
3. |
Upon
delivery, any notice, requirement or other communication related
with this
Agreement by Party B to Party A, including but not limited to the
telex,
telegram, fax, or letter, will be considered as received by Party
A; the
third day when the registered letter is delivered, it will be considered
as received by Party A.
|
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4. |
The
original of this Agreement is executed in /
originals
and
/ for
each party.
|
Party A (Stamp) | Party B (Stamp) |
Legal representative: /s/ Xx Xxx | Legal representative/principal: /s/ Xx Xxxxxx |
(Signature or stamp of entrusted agent) | (Signature or stamp of entrusted agent) |
/s/ Wuhan Blower Co., Ltd | /s/ CITIC Wuhan Branch |
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