Contract for Loan on Guarantee
Contract
for Loan on Guarantee
Loaner:
Zhejiang
Changxing Agricultural Cooperative Bank
Loanee:
Changxing
Chisen Electric Co., Ltd.
Guarantor: Zhejiang
Chisen Glass Co., Ltd.
This
Contract is entered into upon unanimous consultation among the Loaner, the
Loanee and the Guarantor and in accordance with Chinese laws, rules and relevant
regulations.
| Article 1 |
Amount,
Type and Purpose: The
Loaner agrees to offer the Loanee the loan of XXX
00 xxxxxxx (xxx ten million Yuan Renminbi) at
the type of short-term
loan
for the purpose of busing
raw materials.
|
| Article 2 |
Loan
Period:
The loan period hereof shall commence from June
27, 2008
and end on June,
21, 2009.
If the real date to grant loan is different from the abovementioned,
the
loan receipt shall be referred to.
|
| Article 3 |
Loan
Rate: the
loan rate hereof shall be monthly 8.0925%.
In the event that the People's Bank of China adjusts the reference
loan
rate, if the loan period is shorter than 1 (inclusive) year, the
loan rate
prescribed herein shall be unchangeable; if the loan period is beyond
1
year, such loan rate shall be adjusted pursuant to the adjustment
by the
People's Bank of China in the yearly
manner and the loaner will not send further notice to the loanee
or the
guarantor.
|
| Article 4 |
Repayment
Method:
The repayment method prescribed herein is monthly
repayment,
each 20th
day of the
last month of each quarter is
the expiry date for interest, and the succeeding date thereof shall
be the
interest payment date. The overdue payment shall be deemed breach
of
contract. The principal shall be paid off at lump sum at the expiration
of
loan period, contemporaneously with total interests. However if otherwise
prescribed in loan receipt, the repayment method shall be executed
pursuant thereto.
|
| Article 5 |
Guaranty
Method:
The guarantor is willing to provide joint and several liability for
the
credit of the loaner hereof.
|
| Article 6 |
Guaranty
Period: The
guaranty period shall be 2 years since the expiry date of loan period.
Provided that the loaner receives the unexpired loan in advance,
it shall
be deemed the expiration of loan period. In the event of extension
of the
loan period, the guaranty period shall be 2 years since the expiry
date of
the extended loan period.
|
| Article 7 |
Coverage
of Guaranty: the
coverage of guaranty shall be the principal and interests (including
penalty interest and double interest) of loan, damages and the cost
for
realization of credit that shall include legal cost, attorney's fee,
traveling cost and other reasonable fees.
|
| Article 8 |
Special
Provision:
(1) in the event of failure of the main contract hereof, the guaranty
clause shall still remain effective and the guarantor shall undertake
the
joint and several liability to the loaner for all creditor's right
(rights) pursuant hereto; (2) provided that the loan rate is raised
pursuant to Clause 3 hereof, the guarantor shall agree to undertake
the
joint and several liability for the interest increment produced by
the
increase of the loan rate pursuant the guarantee clause hereof; (3)
provided that the loaner transfers its creditor's right according
to the
law, the guarantor shall still undertake the joint and several liability
pursuant hereto; (4) provided that creditor's right of the loaner
hereof
is guaranteed by other person and/or material, no matter the material
guarantee is offered by the loanee or the third party, the loner,
when
asserting a claim, may realize the creditor's rights as to the material
guarantee or require the guarantor to undertake the joint and several
liability, or both contemporaneously; (5) the guarantor agrees to
keep
close watch on the operation of the loanee, and in the event of the
bankruptcy and liquidation of the loanee, shall be presumed to know,
or
should know, such behavior, and the guarantor shall exercise the
right of
recovery in advance; (6) either common or separate guaranty by the
guarantor shall be deemed relationship of joint and several guaranty;
(7)
the loaner's claim of guaranty liability to any guarantor shall be
deemed
concurrent claim to other guarantors.
|
| Article 9 |
Extension
of Loan Period: In
the event of extension of the loan period, the loanee shall apply
in
writing to the loaner prior to the expiry thereof, and a separate
repayment agreement will be entered into among the loan, the loanee
and
the guarantor after the consent of the loaner and the guarantor.
After
extension of the loan period, if the extension, plus the original
period,
reaches a new loan rate, such loan rate will be executed since the
date of
such extension.
|
| Article 10 |
The
loaner shall be entitled to suspend the loan not offered hereunder
and
recover the unexpired loan in advance upon the occurrence of any
one of
the following circumstances that the loanee,:
(1) fails to pay the principal or interest as scheduled, or to pay
the
principal and interest as otherwise prescribed in loan receipt; (2)
fails
to use the loan as designated; (3) fails to accept or cooperate in
the
inquiry or supervision by the loaner; (4) fails to clear off other
expired
debt to the loaner, other financial institutions or the third party
as
scheduled; (5) or its legal representative, shareholder and senior
officer
participates in serious xxxxxx, narcotic taking or other unlawful
practice; (7) is involved in material unfavorable legal proceedings;
(8)
is imposed by administration material administrative punishment;
(9) stops
operation due to poor management; (10) hides enterprise's financial
condition or operating situation; (11) operates contracting, commission
operation, lease, JV, merger, consolidation, dissolution, transfer,
stock
investment or reduces registered capital without the written consent
of
the loaner; (12) changes company name, legal representative, shareholder,
registered address or business scope; (13) is involved in tax evasion,
bankruptcy, dissolution, is ordered to suspend operation or revoked
business license; (14) has other serious matter influencing repayment
ability.
|
| Article 11 |
Provided
that the guarantor has any one of the circumstances as prescribed
in
subsections 4 to 14 of Article 10, the loaner shall be entitled to
suspend
the offer of loan hereunder and to recover the unexpired loan in
advance.
|
| Article 12 |
Liability
for Breach of Contract
|
| 1. |
The
loanee's breach of contract and relevant liabilities: (1) if the
loanee
fails to repay the loan principal (including extension of loan period),
the loanee shall pay the penalty interest of 40%
of
the loan interest hereof from the date of such failure; (2) if the
loanee
fails to repay the loan interest, the loanee shall pay a double interest
according to the penalty interest; (3) if the loanee fails to use
the loan
for the purpose as prescribed herein, the xxxxxx shall pay a penalty
interest of 50%
of
the loan interest for the period of peculation of the loan; (4) in
the
event of early repayment, the loanee shall have the consent of the
loaner.
|
| 2. |
The
loaner's breach of contract and relevant liabilities: If the loaner
fails
to offer loan to the loanee pursuant hereto, the loaner shall pay
the
laonee the defaul fine according to the default amount, penalty interest
rate and the number of days of such
failure.
|
| Article 13 |
Performance
of Contract: 1.
The loanee shall open account in the loaner, and the loaner's transfer
of
loan to the said account shall be deemed the performance of duty
to offer
loan; 2. For the recovery of expired principal and interest or early
recovery of principal and interest pursuant to the Contract, the
loaner
may directly deduct from the accounts of the loanee or the guarantor.
|
| Article 14 |
Use
of Information: The
loanee and the guarantor agree with the loaner to input (inquire,
disclose) the related information thereof in accordance with the
rules and
regulations set forth by the People's Bank of China or other financial
administrations.
|
| Article 15 |
Others:
N/A.
|
| Article 16 |
Dispute:
Any dispute arising from or in connection with the performance of
the
Contract shall preferably be settled through friendly consultation
among
the loaner, the loanee and the guarantor. If no settlement can be
reached
through such consultation, such dispute may be instituted to the
court of
the place in which the loaner is located.
|
| Article 17 |
Miscellaneous
|
|
1.
|
The
loan receipt is an integral part of the Contract and shall have the
equal
effect herewith.
|
|
2.
|
Any
notarial cost or other fees arising herefrom shall be paid by the
loanee
or the guarantor.
|
|
3.
|
In
the event that the guaranteed debt hereof has been settled, but such
settlement is deemed invalid by the legal document, the Contract
shall
continue to survive.
|
|
4.
|
Effectiveness
of Contract: The Contract shall take effect since being signed (sealed)
by
each party hereto.
|
|
5.
|
The
loaner has submitted the Contract to the loanee and the guarantor
for an
overall and accurate provisions herein and given full statement hereof
according to the requirements thereof.
|
|
6.
|
The
Contract shall be executed in four
copies, two for the loaner and one for each of the loanee and the
guarantor, each of which shall be equally authentic.
|
The
loanee
(seal):
Changxing Chisen Electric Co., Ltd.
Legal
representative
(signature): /s/ Xx Xxxxxxx
The
Loaner (seal):
Zhejiang Changxing Agricultural Cooperative Bank
Authorized
representative
(signature): /s/ Chen Faliang
The
guarantor (seal):
Changxing Chisen Glass Co., Ltd.
Legal
representative
(signature): /s/ Xx Xxxxxxx
Date:
June
27, 2008
