The RMB Loan Agreement (English Translation, Original is in Chinese) Type of loan: Loan of Construction Project Name: Reconstruction project of Special Cable Product Line with annual output of 15,000 tons. Borrower: Dalian Befut Wire & Cable...
(English
Translation, Original is in Chinese)
Type of
loan: Loan of Construction
Project
Name: Reconstruction project of Special Cable Product Line with annual output of
15,000 tons.
Borrower:
Dalian Befut Wire & Cable Manufacturing Co., Ltd
Lender:
China Development Bank Corporation
Borrower:
Dalian Befut Wire & Cable Manufacturing Co., Ltd
Add:
Qipan village Ganjingzi District, Dalian City
Legal
Representative: Xxxxxx Xxx
Post:
000000
Operator:
Xxxxxxx Xx
Tel:
0411－00000000
Fax:
0411－00000000
Lender:
National Development Bank Joint Equity Corporation
Add:
Xx.00 Xxx Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxx
Legal
Representative: Xxxx Xxxx
Post:
000000
Operator
Branch Bank: National Development Bank Corporation Dalian Branch
Branch
Add: Xx.00,00 Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxx
Person in
charge of Branch: Weinong Song
Post:
000000
Operator:
Ziyue Dong
Tel:
0411－00000000－8166
Fax:
0411－00000000
1
In order
to build the Reconstruction Project of Special Cable Product Line with an annual
output of 15,000 tons, Borrower applies RMB loans from lender, and the lender
agrees to grant the loans in accordance with relevant laws and regulations. The
lenders and borrowers follow equality, voluntariness, fairness and the principle
of good faith, and then enter into this contract.
Article
1. Definition
Unless
otherwise stipulated herein, terms of this contract are defined as
follow:
A. Loan
amount: means the amount of loan that the lender agrees to provide to
borrower.
B. Loan
project: the project that the loan under this contract is used for is the
Reconstruction project of Special Cable Product Line with an annual output of
15,000 tons.
C.
Withdrawal: means under this contract, the borrower withdraws the loan in one
time or multiple times, i.e., the lender transfers the loan to the borrower’s
account established at one of NDB’s branches.
D.
Withdrawal Date: means that under this contract, the date on which the lender
transfers the funds to the borrower’s NDB account.
E．Repayment Day:
means that the date on which the borrower repays the principal
fund.
F.
Extension: means that the consent by borrower & lender, the behavior to
extend the duration of the contract.
G. Loan
Accounts: means the account set up at a branch of lender’s bank for the borrower
which is used for the issuance of loan，and repayment of
the principal and interest.
H.
Settlement account: means the account set up at a branch of lender’s bank for
the borrower which is used by the borrower to transfer loan, settlement and
payment of the loan.
I.
Payment of the fund: means that according to the borrower’s request, the lender
transfers the loan to the borrower’s account at the
lender’s branch.
2
G. Lender
operator branch: means that according to the borrower’s authorization, signing,
execution of the contract, post-loan management and other related
matters.
K.
Business Days: means that except the national’s holiday, public holidays and
other business working day of the lender.
L. Late
loan: means the borrower fails to repay principal on the due date of the
principal.
M.
Diversion of the borrower: means the borrower fails to use the loan for the
purpose specified under the article 3 of this contract.
N. Lender
trustee payment: means that the lender, according to the borrower’s request and
entrustment of the payment, pays the loan to the borrower’s trading
counterparty.
Article
2. Amount of Loan
Under
this contract, the loan amount is RMB￥100
million.
Article
3. Usage of the Loan
The
loan’s usage: In order to build the Reconstruction project of Special Cable
Product Line with an annual output of 15,000 tons, which includes 2 product
lines for the construction of various special cables with an annual output of
15,000 tons. The project will occupy an area of 65,000 square meters, the
construction of plants, warehouses, transformer room, boiler room and other
supporting facilities with a total GFA of 45,477 square meters, the addition of
20 new equipment sets(units) which mainly include: rubber machinery, blender
machine, extrusion machine, high speed knitting machines and automatic stranding
machines.
Borrower
shall not divert the loan for other usage under this contract. If the borrower
diverts the loan, the borrower should pay the contractual penalty according to
the contract.
Article
4. Term of Loan
Term of loan begins on the
date of withdrawal of the first loan until the date that the principal is
repaid, that is, from November 2, 2009 until November 1, 2016 only
for a total of 7 years, among which there is a grace period of one year, that is
November 2, 2009 until November 1, 2010 only.
Article
5. Interest Rate of Loan
The rates
of this loan will be 5% above the benchmark lending rate published by the
People’s Bank of China for the loan of the same grade.
This rate under this contract
will be adjusted according to the benchmark lending rate published by the
People’s Bank of China for the loan of the same grade on the same date that the
People’s Bank of China adjusts the benchmark lending rate for the loan of the
same grade. The adjusted
loan interest rate will be 5% above the benchmark lending rate published
by the People’s Bank of China for the loan of the same grade.
3
The
penalty interest rate will accrue from the date that the loan is overdue or
diverted for other use, until the return of overdue loans or misuse is corrected
so far. Penalty rate is calculated on the basis of as
follow:
1.Penalty
rate for overdue loan: loan interest rate ×130%.
2.
Penalty rate for misuse of loan: loan interest rate × 150%.
3.If the
same loan is both overdue and misused, the penalty rate will be one of the
above, whichever is higher.
The rate
of the loan under the contact, misappropriation of overdue loan penalty rates
and penalty interest rate loans, the event of interest rate adjustments, and
sub-calculation interest.
Article
6. interest calculation and settlement
The
interest of the loan will be calculated from the date when the funds is
transferred to the borrower’s account at the NDB’s branch bank.
The
interest due date is March 20, June 20, September 20, and December 20 of each
year. The day to pay the interest is on the first day following the interest due
date. If the payment day falls on the statutory holiday or public
holiday, it will be postponed to the next business day. The last coupon payment
date is the date that the last principal of the loan is repaid, and the interest
will be paid at the same time.
The
borrower shall pay the interest to the account at the lender’s branch bank 2
days before the interest payment date, and the lender will pick up the payment
from the borrower’s account directly. If the borrower fails to put the interest
to the account 2 days before the interest payment date, the borrower should pay
all the funds losses.
If the
borrower cannot pay the interests on the due dates, the lender will be entitled
to the compound interest rate. If borrower cannot pay the loan on time or misuse
the loan, the penalty interest rate will be assessed as stated
above.
Article
7. Conditions of Withdrawal
Borrower
should have all the following conditions before withdrawal the funds, otherwise
the lender have right to refuse or cancel the corresponding loan, but without
the right to violate laws and regulations, borrower will agree to give up part
of the conditions or agree to an extension to satisfy one or a few conditions
:
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A. Loan contract remains in
full force and the borrower is not in breach of this
contract;
B. All
the approval documents related to the construction of the project (including but
not limited to planning approval, project review, land use approval, the EIA
approval, and other documents relating) have been lawfully
obtained:
C. The
guarantee contract required by this contract has been signed and takes effect,
and security interests have been set up; newly purchased equipment and other
assets to provide collateral to form the future of an irrevocable letter of
commitment, as well as Tingming Li and his spouses, Xxxxxx Xxx and his spouses
to provide personal unlimited responsibility to the letter of
commitment.
D. The
contract of guarantee and the guarantee letter continue to be valid, a guarantor
does not guarantee contract violations and guarantee letter of commitment agreed
upon behavior.
E. The
project capital has been fully in place of the contract;
F. The
actual progress of the loan project matches the invested funds;
G. Use of
trustees to pay the lender, the borrower transactions comply with the relevant
requirements of the lender.
H. The
borrower insures ground structures and makes it clear that the first beneficiary
of the insurance policy is lender.
Article
8. The project principal and other funds。
The
principal under the contract is RMB 69,680,000.
Matching
funds and loan in place the same proportion
Article
9. Withdrawal plans and withdrawals procedures
A. The Borrower shall
withdraw the loan as follows:
|
11/3/2009
|
XXX
00 xxxxxxx
|
|
0/0/0000
|
XXX
30 million
|
B. The
borrower shall submit the “loan certificate” three days before the agreed upon
withdrawal day to the branch manager of the lender. The content and form of
“loan certificate” should meet the requirements of the lender.
If the
borrower can not withdraw the agreed upon amount due to special circumstances on
the agreed upon date, the lender agrees to change the withdrawal plan, the
actual withdrawal date and amount to effective “loan certificate” shall record
the date and amount of subject.
5
C. If
the borrower fails to withdraw the specified amount on the specified date
without the lender’s consent, the lender is entitled to cancel that amount of
the loan or transfers that amount to the borrower’s account at the lender’s
branch on the specified date, i.e. the borrower is deemed
to withdrawal and the interest will start to accrue in accordance
with the terms of this contract.
Article
10. Repayment plans and Loan repayment Procedure
Borrower
shall repay the principal amount to the lender according to the following
plan:
|
10/30/2010
|
2,000,000 | |||
|
04/30/2011
|
2,000,000 | |||
|
10/30/2011
|
3,000,000 | |||
|
04/30/2012
|
4,000,000 | |||
|
10/30/2012
|
10,000,000 | |||
|
04/30/2013
|
10,000,000 | |||
|
10/30/2013
|
10,000,000 | |||
|
04/30/2014
|
10,000,000 | |||
|
10/30/2014
|
10,000,000 | |||
|
04/30/2015
|
10,000,000 | |||
|
10/30/2015
|
10,000,000 | |||
|
04/30/2016
|
10,000,000 | |||
|
10/29/2016
|
9,000,000 |
Borrower shall transfer the
specified amount two days before each loan repayment date to its account at the
lender’s branch bank. The
lender can collect from the account
directly. The borrow will bear any loss incurred in connection with
its failure to repay the principal on the specified date.
In case of principal payments
falls on a statutory holiday or other holidays, the borrower can choose to
repay the
principal on the last business day before the statutory holiday or public
holiday. The lender will no longer count the interest accrued between
the date of actual payment and the specified repayment date. The
borrower can also choose to repay the lender on the first business
day after the statutory holiday or public holidays, the lender will count the
interest accrued between the specified repayment date and the date the actual
principal repayment is made. The loan is considered overdue if the
specified amount is not repaid on
the first business day after the statutory holidays or public holidays. The
overdue loan penalty rates will be assessed according to the terms in this
contract.
If under special
circumstance, the borrower will not be able to repay the principal according
to the contract during the term of the loan, the borrower can request in writing
to adjust the repayment plan. The written request shall be made
twenty days before the payment due date. After the lender reviews and
approves, both parties can sign the
loan repayment amendment agreement.
6
If under special
circumstance, the borrower will not be able to repay the principal according to
the contract, the borrower can request to extend repayment
date. The borrower shall make a written request ten days
prior to the due date of the last principal repayment. After the
lender reviews and approves, both parties can sign the extension
amendment.
The borrower fails to pay
each principal amount on its due date, the borrower shall pay the overdue loan penalty
rate according to the terms of this contract.
Article
11. Order of Repayment
If the
amount that the borrower repays is less than the amount due, the repaid amount
shall be allocated in the following order:
A. The payment in accordance with law or this
contract, the compensation damage and the penalty.
B. The payment of
interest payable (including penalty interest, compound
interest)
C. The repayment
of the principal.
If the amount that the
borrower pays is insufficient to cover all the debts in one
category, the payment shall be paid in the order that the relevant debt is
incurred.
Article
12. Prepayment
A. If the borrower intends to
repay the principal prior to the payment due date, the borrower shall make a
written request
to the lender twenty days prior to the payment due date. The borrower
can make the prepayment after the prior written consent of the
lender.
B. The borrower
shall satisfy the following conditions before its
prepayment:
a. The lender is not owed
under this
contract, any principal, interest or other charges;
b. The minimum prepayment
amount is 10 million yuan and should be an integer multiple of one million yuan
(except the borrower makes a one-time settlement of all remaining loan
principal)
c. The borrower may not request
further withdrawals from the prepayment of loans,.
d. The prepayment shall be
used to satisfy the loan whose maturity date is the latest, i.e. the repayment
shall be made in the reverse chronological order.
C. The lender
shall have the
right to require the borrower to pay penalty for prepayment. The
penalty is assessed as follows:
The prepayment amount
× the number of
days before the due date × interest rate/ 360
×
20%.
Article
13. Account
Management
7
The borrower shall
open an account
for the loan and a settlement account before November 2, 2009 at one the
lender’s branches. These accounts
shall be used for the deposit of loan, settlement and collection of interests.
These accounts should be subject to the monitoring by the lender.
The settlement of the
borrower’s loans shall be handled by
the lender’s branch
bank.
The borrower shall open an
account for the loan before November 2, 2009 at one the lender’s
branches. Borrowers should ensure that all project income shall be
deposited into
the account and make payment according to the request of the
lender. The lender has the right to monitor the
account.
Article
14. The
borrower’s representations and
warranties
A. The borrower is
a legal entity established by law, has a valid business license, and is
in possession of their assets and operates its business in accordance with
law;
B. The borrower is authorized
to sign and execute this contract, the person signing this contract is the
authorized representative of the borrower, the borrower is legally
bound when this contract becomes effective;
C. The financial report that
the borrower provides to the lender is prepared based on the existing laws,
regulations and applicable accounting standards (accounting
system). It accurately, completely and fairly
reflects the borrower’s financial condition in the
fiscal year covered by the report. Since the most recent report, the
borrower’s financial condition does
not show any sign of deterioration.
D. The borrower has not
withheld any
information that have occurred or are occurring, or about to occur, that may
have an impact on the borrower’s financial condition or its
ability to repay the debt;
E. The borrower confirms that
the terms of this contract are in compliance with relevant laws and
regulations. The borrower has obtained the approves from relevant
regulatory authorities. All the approval documents are authentic and
legal. The technical plan, content of construction and the scale of
construction are reasonable and practicable. The borrower
is not in a position to arbitrarily reduced, expand or exceed the scale and
standard of the construction.
F. Borrower’s authority to sign this
contract or to fulfill its obligations under this contract does not (1) violate
any applicable
laws, regulations, any agreements it has entered into with other parties or its
articles of association; or (2) present any legal or commercial conflict with
any agreements it has entered into with other parties or its articles of
association;
G. The borrower will cooperate with
the lender on inspections related to the loan and the project that the loan
finances;
8
H. The borrower
will provide any documents that the lender requests;
I. All the information
provided by the borrower to the lender are true, accurate, complete and
effective. The copy submitted are consistent with the
original.
J. The above
representations and warranties will continue to be effective during the term of
this contract.
Article
15. Payment of
Funds
Under this contract,
the lender shall
be entrusted with payment. The borrow should project the needs for
funds on monthly basis. The borrower shall make written request for
fund payment for the following month two business days prior to the end of the
month.
All the loan payment shall be entrusted with
the lender. The borrower shall submit to the lender the deposit proof
stamped with seals on the day payment is to be made. The lender shall review the
above documents according to internal procedures, and if approved, shall
make the payment on the day
payment notice is received. If it does not satisfy the requirement, the lender
can delay or reject the payment request.
The receipts that the
borrower submit to the lender include but is not limited the following:
construction or
procurement contracts, invoices and other materials that lender requests the
borrower to provide.
Article
16 .Examination of the
use of Funds
After the loan fund is paid,
the lender has the right to verify the use of the funds through on-site and
off-site
examination. The borrower shall submit to the lender a report about
the use of funds and related expense receipts according to the
lender’s request. The lender can
check the use of the funds on site. The borrower shall cooperate and
provide applicable materials. The
lender’s examination includes the
following:
A. Whether the
project capital and other matching funds are in place according to the
contract;
B. Whether the
funds are used for other purpose, whether the capital is used in the
areas prohibited
by the state government;
C. Whether the project
progresses smoothly, whether there are major incidents, major equipment is in
place in time, whether the construction period is extended;
D. Whether the speed of
project construction lags behind the spending of the
capital;
9
E. Whether the total
investment is within the budget estimates;
F. Other areas that the
lender needs to examine.
If the lender finds that the
project will not be completed on time due to improper use of funds, it may
require the
borrower to make corrections within certain period of time.
Article
17. Disclosure
A. During the project
construction period, the borrower shall submit the Monthly Bulletin of
Statistics of the prior month to the lender before the 5th day of each month. The borrower
shall submit the Annual Report of the previous year to the lender before
February 15 of each year.
B. Within 15 days after the
project is completed, the borrower shall submit to the lender the project
financial reports, the investment benefit analysis and other
related information;
C. The borrower shall submit
to the lender (1) the financial report (including balance sheet, profit and loss
account, cash flow statements and auditor’s reports) of the prior
fiscal year audited by an accounting firm approved by the
lender before April 31 of each year; (2) the financial report of the previous
quarter the 15th day of the first month of
each quarter; (3) financial report of the first half year before
September 10 of each year.
D. If the
borrower changes
its registered capital, business scope, operating period, the type of company,
the borrower shall notify the lender in writing 30 days prior to the change and
provide the lender with the relevant information;
E. If the borrower changes
its name,
address, or amend its articles of association, legal representative, or
personnel in charge of its finance, or material changes have occurred in the
financial area, or impacted its ability to repay its debt, the borrower shall
notify the lender in writing within ten days after
the occurrence of the event and provide the lender with the relevant
information;
F. If the borrower
changes the construction scale and standards of the project, the borrower shall
notify the lender in writing within ten days after it has obtained the
relevant approval documents.
G. The lender has the right to
require the borrower to provide information relevant to the use of funds from
the commencement of the project until the termination of the
contract. The borrower should provide such information
promptly.
Article
18. Loan project supervision
The lender may visit the
borrower and the project and obtain information regarding the project in the
following ways. The borrower should cooperate
accordingly.
10
A. To listen to the project presentation given
by the borrower;
B. Have access to the
borrower’s financial reports on the
project, accounting documents, accounting books, financial and accounting data
and other relevant information;
C. To enter the project site
to do inspection, investigation,
verification of the project’s bidding, project quality
and project schedule;
D. Verify the
borrower’s financial and capital
situation, to communicate with the staff and hear their
views.
Article
19. Project bidding, supervision
and
insurance
A. The Borrower shall, in
accordance with relevant state regulations and industry requirements, conduct
the project bidding. The lender can monitor the bidding. Cooperation
from the borrower is required.
B. The borrower shall ,in
accordance with
relevant state regulations and industry requirements, hire a qualified
engineering organization to supervise the project construction, equipment
installation and debugging. Upon the request of the lender, the borrower shall
provide relevant report on project supervision within
the specified period.
C. The borrower shall, in
accordance with relevant state regulations and industry requirements, buy
relevant insurance for the project and list the lender as the primary
beneficiary of the insurance policy. The borrower
shall provide the lender with relevant insurance policy or receipt within the
time period specified by the lender.
Article
20. The borrower’s rights and obligations
A. The borrower shall be
entitled to use the loan according to the contract;
B. The borrower shall be
entitled to prepayment of the loan according to the
contract;
C. The borrower shall
withdrawal funds according to the withdrawal plan in this
contract;
D. The borrower shall pay
loan principal and interest according to this
contract;
E. If more than 10% of its
total assets in its most recent annual financial report or its main operating
business are disposed of through sale, transfer, lease, or entrusted operation,
the borrower obtain the prior written consent from the lender.
11
F. The borrower engages in
merger, separation, foreign investment, equity transfer, stock restructuring,
substantial increase in debt financing and other major changes in ownership
structure, the borrower shall notify the lender the plan of change twenty business days prior to
the change, and obtain the written consent of the lender. The changes shall not
prejudice the lender’s rights in the
contract;
G. If the borrower brings a
RMB 1 million litigation or arbitration case, the borrower shall
provide prior
written notice to the lender ten business days before the action; If
the borrower is sued in a RMB 1 million litigation or arbitration case,
the borrower shall provide written notice to the
lender within three business days after it receives relevant legal
documents. If the lender deems it
necessary, the borrower shall, according to the lender’s request, provide full
guarantee or take appropriate measures to ensure the legitimate rights and
interests of the lender.
H. If under this contract,
the
guarantor’s ability to guarantee or the
value of the collateral decreases to the level that affects the safety of the
loan, the borrower shall upon the lender’s request make up the
security within the specified period. The guarantor and the lender
shall enter into a legally bound
guarantee agreement;
I. If the borrower provides
guarantee to a third person and such guarantee amount has exceeded 70% of its
net assets in its most recent annual financial report, the borrower shall obtain
the prior written consent from the
lender;
J. The borrower shall
cooperate with the lender in its credit rating work and provide relevant
information in accordance with the requirements of lender;
K. The borrower may not
distribute any dividends to its shareholders before the repayment of it's the
loan’s principal and
interest.
Article
21. The rights and obligations of
the lender
A. The lender is entitled to
recover the principal and interest of the loan according to this
contract;
B. The lender is
entitled to conduct an annual review about the
borrower’s credit and the quality of
the project during the term of this contract in order to determine whether to
continue to extend the loan. The lender can grant the loan if the
requirements are met. The lender can revoke the loan if the borrower fails
to meet the requirements.
C. The lender can
transfer all or part of its rights under this contract to a third
party;
D. If during the term of the
loan, the borrower changes the use of the loan, or the borrower is sued or is
about to be sued
(or involved in arbitration proceedings), or anything that affects the
borrower’s ability to repay the loan
or the borrower does not intend to repay the loan, the lender is authorized to
take one or more of the following measures:
12
1. Stop making
loans;
2. Announce the maturity of
the loan ahead of the schedule due date;
3. Unilaterally terminate the
contract;
4. Entitled to the rights
under the guarantee agreement and relevant note.
E. The
lender shall carry out the People’s Bank of China’s regulations related to
interest rate and interest calculation;
F. When
the lender adjusts the interest rate according to the contract, the lender shall
promptly notify the borrower.
Article
22. Guarantee
This contract shall be
guaranteed in the following
way:
A. The guarantor - Dalian Xxx
Xxxxx Credit Guarantee Co., Ltd. shall provide a joint and several
liability guarantee of
XXX 00 million. Such guarantee will be automatically discharged when
the balance of the loan is less than XXX 00 xxxxxxx;
X. Xxx xxxxxxxxx - Dalian
Dingli Credit Guarantee Co., Ltd shall provide a joint and several liability
guarantee of RMB
5 million. Such guarantee will be
automatically discharged when the balance of the loan is less than XXX 00
xxxxxxx.
X. The mortgagor - Dalian Befut Wire
& Cable Manufacturing Co., Ltd. shall provide a collateral which is its
legal land use right for a 151,243 square meter-property located in Dalian Xxxxx
Xxxx Island Industrial Park and a 43,144.61 square meter building
(plant and office
buildings). The lender shall be the first
mortgagor;
D. After the loan is granted,
the borrower shall deposit RMB 8 million in the account set up at the
lender’s branch for the guarantee of
the payment of the principal and interest;
X. Xxx Hongbo, Li Tingmin will give a
pledge of stock of the borrower to the lender.
F. The mortgagor
“Dalian Befut
Wire & Cable Manufacturing Co., LTD” will use the 20 equipment
sets to be purchased (with a total price of 45.7256 million) as collateral for
an irrevocable
letter of commitment. The lender shall be
the first mortgagor.
G. The personal guarantees
provided by Tingming Li and his spouse and Xxxxxx Xxx and his spouse will not be
discharged upon the dissolution of marriage.
13
Article
23. The borrower's events of default and breach
of contract
A. The following events shall
be deemed as an event of default:
a. the borrower is
in breach of the Article 3, Article 8, Article 9, Article 10, Article 15,
Article 17, Article 20(3) to (11) or Article 22 of this agreement, or any
representations or warranties made by the borrower under Article 14 of this
contract have been proved to be incorrect or misleading;
b. the borrower
breaches any loan agreement with other parties;
c. the borrower
has filed for bankruptcy by its creditors or on
its own;
d. the
borrower’s credit rating has been down
graded;
e. the progress of
the project has lagged behind use of funds;
f. the borrower is
in breach of contract by avoiding to pay the lender’s
trustee;
g. The loan
application
information is not true;
h. the borrower
breaches other articles of this contract.
B. When the
borrower breaches Article 1(1) to (7), the lender is entitled to request the
borrower to correct within the specified period or takes one or more of
the following
measures:
a. Stop the issuance and
payment of loan;
b. Announced the loan
maturity ahead of the scheduled due date; requests the borrower to repay the
principal and interest of the granted loan; is authorized to directly deduct the
funds owned in
the borrower’s account until the borrower
has repaid all of its debt under this contract (at the signing of this contract,
the borrower has authorized the lender to exercise such direct deduction
right);
c. Unilaterally terminate the
contract;
d. Entitled to its rights under the
guarantee agreement and related note;
e. Adopt any other measures
permitted by law or this contract.
C. when the
borrower breaches Article 1(8) of this contract, the lender shall have the right
to require the borrower to correct within the specified
period. If the borrower fails to correct, the lender is authorized to
require a penalty fee which is equal to 0.05% of the balance of the loan at the
time of breach. If the penalty fee is insufficient to compensate the
damage suffered by the lender, the
lender has the right to require the borrower to compensate its
damage.
Article
24. Lender’s events of default and
breach of contract
The lender fails to provide
the loan to the borrower according to this contract. Or the lender
fails to
calculate the interest rate according to the People’s Bank of China’s relevant regulations and
this contract. The borrower is entitled to require the lender to
correct by the specified deadline. The borrower is entitled to
require the lender compensate the damage
it has suffered.
Article
25. Modification & rescission
of the contract
A. Unless otherwise agreed in
this contract, after the contract becomes effective, neither party may
unilaterally alter or terminate this contract. Any amendment of this contract have to be
agreed upon by both the lender and the borrower in
writing.
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B. If due to the change in
the laws, regulations or policy, all or part of the articles in this contract
are no longer in compliance with the laws, regulations or policy, the borrower and the
lender should resolve it by negotiation and amending these
terms;
c. If the borrower or lender
is unable to perform due to force majeure, the party should provide the detailed
information and proof about the occurrence of the incident and take effective
measures to prevent the expansion of the loss. The borrower and the
lender should resolve it by consultation.
Article
26. Severability
Any written supplement,
amendment or change to this contract is an integral part of this
contract.
The articles of the contract
is independence. Any provision of this contract that is invalid contract,
illegal or unenforceable shall not affect the validity of other provisions of
this contract.
Article
27. Financial advisor fees
Before the loan is granted, the borrower
should pay the lender a one time financial advisor fees of RMB 1
million.
Article
28. Confidentiality
Without the consent of both
the borrower and the lender, neither party shall disclose the content of this
contract to any third party unless it is required by
laws, regulations or requirements of relevant authorities. Either
party’s obligation to keep this
contract confidential will not be discharged upon the termination of this
contract.
Article
29. Dispute Resolution
All
disputes arising in connection with the performance of this contract shall be
resolved through negotiations. In case no settlement can be reached, the case in
dispute shall then be submitted for arbitration in people’s court at the
jurisdiction where the contract is signed.
Article
30. Notice
A. All notice made according
to this contract shall be in writing and sent to the addresses listed on the
cover of this contract via hand delivery, prepaid registered letter (except for
receipt), express courier or fax.
B. If there is any change of
the addresses listed on the cover of this contract, the party who makes the
change shall provide written notice within 48 hours after the change to the
other party. If the party fails to notify the other party of the change,
which makes the notices and other documents unable to be delivered, the party
who makes the change shall bear the loss.
Article
31. Miscellaneous
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A.
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If
litigation occurs as a result of the breach of the borrower, the borrower
shall
pay the lender’s
legal fees. If litigation occurs as a result of the breach of
the lender, the lender shall pay the borrower’s
legal fees;
|
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B.
The unaccomplished
matters of the agreement shall be resolved through negotiations by both
parties, or according to relevant laws and the
regulations;
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C.
|
The
agreement is made in 9 originals, one for the lender, one for the
borrower, and 7 for the guarantors (one for Dalian Befut Wire & Cable
Manufactory Co.,LTD, one for Xxxxxx Xxx and his wife, Tingming Li and his
wife, one for Dalian Baocheng Credit Guarantee Co., Ltd, and one for
Dalian Dingli Credit Guarantee Co., Ltd) and 15 copies(4 for the borrower,
4 for the lender, 7 for the
guarantors.)
|
Article
32. Effectiveness
The
contact shall take effect when it is signed and sealed by both the borrower and
the lender.
Borrower:
Dalian Befut Wire & Cable Manufacturing Co., Ltd.
Legal
representative (or its authorized designee): Xxxxxx Xxx
Date:
November 2, 2009
The
borrower’s bank and its account number: National Development Bank Dalian
Qingniwaqiao Branch
21201500100053003069
Lender:
National Development Bank Corporation
Legal
representative (or its authorized designee): Weinong Song
Date:
November 2, 2009
Place of
signature: Dalian
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