Trader Acceptance Bill Discount Limit Contract
Trader
Acceptance Xxxx Discount Limit Contract
Contract
No.: Xxxx Xx Ai Xxx Xx Shang Zi No. 816070618014
o
Out
of
limit
o
Within
limit
Comprehensive Credit Line Contract No.:
Xxxx
Xx Zong
Zi No.
This
Contract is entered by and between:
Party
A
(the “Discounter”): Shenzhen Development Bank Shenzhen Aiguolu Sub-Branch, with
its address at X/x 0, Xxxxxxx Xxxxxxxx, Xx. 0000, Xxxxx Xxxx,
Xxxxxxxx;
Tel:
00000000, Fax: 00000000
Person
in
Charge: Fu Nannan Title: President
And
Party
B
(the “Applicant”): Shenzhen Highpower Technology Company Limited, with its
address at Building A2, Luoshan Industrial Zone, Shanxia, Pinghu Town, Longgang
District, Shenzhen
Tel:
Fax:
Person
in
Charge: Pan Dangyu Title: Chairman
Party
B
has applied to Party A for discount limit for guaranteed trader acceptance
bills, and Party A, upon review, has agreed to grant the said discount limit
for
guaranteed trader acceptance bills (the “Discount Limit”). In accordance with
the relevant laws and regulations, the Parties, upon consultation, hereby enter
into this agreement as follows, and are willing to abide by all the terms
hereof.
Article
1 Type
of
Discount Limit
| 1. |
Xxxx
of exchange discount: Party A undertakes to discount following trader
acceptance xxxx(s) (marked with “√”), subject to its review in accordance
with Party A's rules.
|
o√ Trader
acceptance xxxx(s) issued by Party B
o
Trader
acceptance xxxx(s) endorsed and
transferred by Party B
o
Trader
acceptance xxxx(s) held by Party
B
| 2. |
Maximum
amount of limit: (converted to) RMB
(currency)
(in words) Fifty
Million Yuan Only .
|
1
| 3. |
Valid
term of limit: 12
months
from 20
June 2007
to
20
June 2008 ,
during which any applicant in virtue of a trader acceptance xxxx(s)
accepted or endorsed for transfer by Party B, or Party B itself,
may apply
for discount granted by Party A. The discount limit may be used on
a
rolling basis for multiple times, and the amount, term and other
items of
each discount shall be agreed upon by the Discounter and the discount
applicant and set forth in a relevant contract, provided that the
outstanding amount within the credit limit shall be no more than
the
maximum credit limit.
The starting date of any such
discount
hereunder shall be within the valid term of credit limit, and the
termination date of the discount shall be subject to the provisions
set
forth in the related contract for discount of accepted
xxxx.
|
| 4. |
Security:
Party B shall pay a security equal to /
%
of the credit limit, and the account No. of the security is: /
,
and the interest rate on the security shall be /
.
This section 4 shall remain valid where any other provision hereof
becomes
invalid.
|
Article
2 Trader
acceptance xxxx
Any
trader acceptance xxxx as referred to in Section 1.1 hereof shall be based
on
true and lawful commodity trading.
Article
3 Discounter
Party
A
is the Discounter.
Party
A
may authorize any other subsidiary of Shenzhen Development Bank as a
Discounter.
Article
4 Discount
Applicant (holder of trader acceptance xxxx) (marked with “√”)
o
A
discount applicant must be a direct
customer of Party B, which means the payee on a trader acceptance xxxx issued
and accepted by Party B, and the said acceptance xxxx has not been endorsed
for
transfer.
o
A
discount applicant must be the holder
of a trader acceptance xxxx issued and accepted by Party B.
o
A
discount applicant must be the holder
of a trader acceptance xxxx endorsed for transfer by Party B.
o
A
discount applicant must be Party
B.
Article
5 Guaranteed
discount/enquiry of a trader acceptance xxxx (marked with “√”)
o
Party
B shall, before it issues and
accepts or endorses for transfer any trader acceptance xxxx, apply to Party
A
and obtain Shenzhen Development Bank Letter of Guaranteed Discount for Trader
Acceptance Xxxx, or otherwise Party A shall not be obliged to perform any
guaranteed discount for such trader acceptance xxxx.
2
o
Before
Party A grants discount to any
trader acceptance xxxx issued and accepted or endorsed for transfer by Party
B,
it shall obtain confirmation from Party B on such trader acceptance xxxx. The
method of enquiry as agreed upon by the Parties is: upon the receipt of the
discount application by a holder, Party A will fill in and complete the Shenzhen
Development Bank Enquiry and Reply Letter for Trader Acceptance Xxxx, which
will
be delivered in person to Party B together with a photocopy of the trader
acceptance xxxx in question. After having received and verified the said trader
acceptance xxxx, Party B shall render its reply in writing, affix the corporate
seal of Party B, the seal of the legal representative of Party B and the
signature of the handling person, and return the said letter to Party A in
person. Party B shall leave in advance with Party A the imprints of its seals
and signatures to be affixed on such Shenzhen Development Bank Enquiry And
Reply
Letter for Trader Acceptance Xxxx.
o
/
/
/
Article
6 Party
B’s
Responsibilities
Where
any
discounted amount paid by Party A in accordance with this Contract and a
contract for discount of accepted xxxx has not be repaid upon maturity
(including any early maturity), Party B shall be liable to repay the said amount
(where Party B is the discount applicant) or shall bear joint and several
liability for the repayment of the said amount (where Party B is not the
discount applicant). The term of guarantee shall be two years in addition to
the
period from the first date when the specific contract for discounting of trader
acceptance xxxx takes effect to mature date of the amount under the said
contract.
Article
7 Guarantee
for the discount credit limit (marked with “√”)
o
By
credit, no guarantee required from
Party B.
o√ The
guarantee for the discount credit limit shall be in the form of 1
as
follows:
| 1. |
All
debts of Party B hereunder shall be guaranteed by Huizhou Huali Energy
Materials Co., Ltd., who shall have joint and several liability for
such
debts, and enter into a guarantee contract of maximum amount with
Party A
(Contract No.: Xxxx Xx Ai Xxx Xx Xx Xxx Zi No.
816070618015).
|
3
| 2. |
All
debts of Party B hereunder shall be secured/pledged by _______/_______,
with all or any of its _________/__________ (property) disposable
under
the law, who shall enter into a mortgage/pledge guarantee contract
of
maximum amount with Party A (Contract No. Xxxx Xx _/_ Er Di/Zhi
Zi No.
________/_________).
|
| 3. |
All
debts of Party B hereunder shall be guaranteed by Pan Dangyu,
who shall
have joint and several liability for such debts, and enter into
a
guarantee contract of maximum amount with Party A (Contract No.:
Xxxx Xx
Ai Xxx Xx Xx Xxx Zi No.
816070618016).
|
Article
8 Early
Maturity
In
case
of any of the following events, all debts of Party B hereunder shall be deemed
as mature, and Party A shall immediately have the right of recourse against
Party B upon discovery of such case, and shall be entitled to cease the grant
of
any outstanding discount amount hereunder.
| 1. |
Party
B has breached any of its obligations hereunder, or Party B has expressly
stated that it will not perform any obligation hereunder or has indicated
so through its acts;
|
| 2 |
Party
B winds up against or out of its own
will;
|
| 3 |
Party
B has provided false documents or covered up important business
or
financial facts;
|
| 4 |
Party
B has experienced financial losses;
|
| 5 |
Party
B’s relevant project plan was cancelled or unable to be
implemented;
|
| 6 |
Party
B has obtained any loan or credit limit from Party A or
any other bank by
way of any false contract with any of its affiliates, through
discount or
pledge of any creditor’s rights such as notes receivable based on no
actual trade transactions;
|
| 7. |
Party
B has deliberately tried to evade creditor’s rights of any bank, by way of
affiliated trade or otherwise;
|
| 8 |
Party
is subject to any administrative sanctions or investigation
with
threatened administrative sanctions by relevant authorities
due to its
business operations in violation of any law or
regulations;
|
| 9. |
Party
B has undergone any split, merger, significant consolidation,
acquisition
for restructuring, liquidation, reorganization, cancellation,
declared
bankruptcy, or dissolution;
|
4
| 10 |
Party
B is subject to any litigation or arbitration
due to its breach of any
other similar contract with Party A or any other
third party, or due to
any dispute arising there
from;
|
| 11. |
The
controlling shareholder of Party B has transferred
any share of Party B
held by it, or there has been any material change
with the controlling
shareholder, actual controller, legal representative,
or senior management
of Party B, including but not limited to any administrative
or criminal
sanctions already imposed or subject to investigation
with threatened
administrative or criminal sanctions due to its
business operations in
violation of any law or regulations, occurrence
of any litigation or
arbitration, serious deterioration of financial
situation, declaration of
bankruptcy or dissolution.
|
| 12 |
Any
guarantor of a guarantee contract is in breach
of contract, including but
not limited to any false statements in the documents
or formalities in
connection with the guarantee, any breach by
the guarantor of any credit
line contract, guarantee contract or any other
similar contract between
the guarantor and Party A or any other third
party, or any litigation or
arbitration arising from such contracts, winding
up against or out of its
own will, any material business mismanagement,
any administrative or
criminal sanctions already imposed or subject
to investigation with
threatened administrative or criminal sanctions
due to its business
operations in violation of any law or regulations,
evading or neglecting
creditor’s rights of any bank, merger, acquisition for
restructuring, or
any other circumstance which may impair the guarantee
capability of the
guarantor.
|
| 13. |
Any
other circumstance which endangers or threatens
to endanger the security
of loans granted by Party A
|
Article
9 Special
covenants on credit line and affiliated transactions of institutional
client
I.
An
institutional client refers to a legal person enterprise or entity having the
following characteristics:
| 1. |
controlling,
or controlled by, directly or indirectly, through ownership shares
or
business management, any other legal person enterprises or entity;
|
| 2. |
under
the common control of a third party legal person enterprise or
entity;
|
| 3. |
under
the common control, directly or indirectly, of the major individual
investor, key management member or family members in close relation
therewith (including lineal family members of 3 generations and collateral
family members of 2 generations)
|
5
| 4. |
any
other affiliation where assets or profits may not be transferred
at a fair
price, which shall be deemed as an institutional client in terms
of credit
management.
|
II.
In
case
of an institutional client, Party B shall report to Party A in writing any
affiliated transaction with a total value equals to over 10% of its net assets,
within 10 days after such transaction. The report shall cover the affiliation
of
the parties to the transaction, items and nature, amount or corresponding
proportion of the transaction, and pricing polices (including any transaction
without a price or with a virtual price).
Article
10. Amendments and Termination
This
agreement may be amended or terminated upon consensus through consultation
of
the Parties in the form of writing.
Article
11 Miscellaneous
| 1. |
During
the effective term of this Contract, any excuse or grace of Party
A on any
breach of Party B, or any delay in exercising the rights Party A
is
entitled to hereunder during the term hereof, shall not damage, impair
or
restrict Party A from all the rights Party A is entitled as a creditor
hereunder and any applicable law and regulations, nor shall it constitute
as a persimmon or acceptance by Party A of any act impairing this
Contract, nor as a waiver by Party A of any right, now or in the
future,
to take actions against such
breach.
|
| 2. |
Where
this Contract is held invalid in part or in whole for any reason
under the
law, Party B shall continue to perform all of its obligations for
repayment. In this event, Party A shall be entitled to terminate
this
Contract, and immediately recourse the loan principles and interests
and
any other amounts due hereunder from Party
B.
|
| 3. |
Any
notice in connection with this Contract between the Parties shall
be given
in writing.
|
Article
12 Representations
and Warranties by Party B
Party
B
has the qualification as required by the law to execute and perform this
Contract, and the execution and performance of this Contract has been fully
authorized by its Board of Directors and any other competent organization (where
necessary).
Party
B
warrants that all application documents are true, lawful and valid, free from
any material mistake in non-compliance with any fact or omission of any material
fact.
Party
B
undertakes to notify Party A in writing within 10 days in case of any change
in
its domicile, correspondence address, telephone number, business scope or legal
representative. If Party B fails to perform the above notification obligation,
any notice or document given by Party A at the original correspondence address
shall be considered duly delivered.
6
Party
B
is fully aware of and has understood all terms in this Contract and the
execution of this Contract is its true will.
Article
13 Applicable
Law and Dispute Settlement
This
Contract has been made in accordance with the law of the People’s Republic of
China and shall be governed by the law of the People’s Republic of China. In
case of any dispute arising during the performance of this Contract, the Parties
shall resolve such dispute through consultation or mediation. Should such
consultation or mediation fail to resolve such dispute, the dispute shall be
resolved according to the method stipulated Section
1
below.
| 1. |
Bringing
the case before the People’s Court in jurisdiction over the place where
Party A is located.
|
| 2. |
Bringing
the case before / for
arbitration.
|
| 3. |
If
after the notarization regarding the enforceability by the parties,
Party
B refuse to perform all or part of its obligations hereunder, Party
A may
apply for a certificate of enforcement to the original notarization
body,
and apply for enforcement to a competent people’s court (the people’s
court with jurisdiction over the domicile of the person against whom
enforcement is instituted or the location of the properties of the
person
against whom the enforcement is instituted) by submitting the original
notary certificate and the said certificate of
enforcement.
|
4.
____________________/__________________________________.
Article
14 Conditions
for this Contract to take effect or loss effect
| 1. |
Conditions
for this Contract to take effect (Xxxx the option with
“√”)
|
o
The loans hereunder are
guaranteed loans, so this Contract shall only take effect after following
conditions are met:
| (1) |
execution
by and affixed with seals of the
Parties.
|
| (2) |
execution
of the related guarantee contract (including provisions on the amount
of
security and security of guarantee), and the completion of the required
formalities for registration.
|
o
The
loans hereunder are credit loans, so
this Contract shall take effect upon execution by and affixed with seals of
the
Parties.
| 2. |
Conditions
for this Contract to loss effect: Party B has paid up all the principles
and interests as well as other costs and expenses arising
hereunder.
|
7
Article
15 Other
matters agreed by the Parities: __________/____________
_____________________________/________________________________
_____________________________/________________________________
Article
16 This
Contract shall be made in four
counterparts,
three for Party A, and one for Party B as well as each of ____/___, ___/____,
___/___. Each counterpart of this Contract shall have the same
effect.
Seal
of
Party A: (seal of Shenzhen Development Bank Shenzhen Ai Xxx Xx
Sub-Branch)
Signature
of person in charge or authorized representative: /s/ Fu Nannan
18
June
2007
Seal
of
Party B: (seal of Shenzhen Highpower Technology Company Limited)
Signature
of person in charge or authorized representative: /s/ Pan Dangyu
18
June
2007
8
