Loan Agreement By and between Daqing Sunway Technology Company Limited And Sunway World Through Technology (Daqing) Co. Ltd.
By
and between
Daqing
Sunway Technology Company Limited
And
Sunway
World Through Technology (Daqing) Co. Ltd.
_______,
2007
The
Borrower: Daqing
Sunway Techonology Company Limited (“the Company”)
Business
License No.:
2306002101066
Legal
Representative:
Mr.
Liubo
Address:
Northern
Software Garden,Jianshe Road,Hi-technology Industry Development Area, Daqing.
Bank
Account No.:
Bank of
Communications, Development Area Branch ( the Code No.:
236000609010141175047)
The
Lender: Sunway
World Through Technology (Daqing) Co., Ltd ( “Sunway (China)”)
Business
License No.: Qiheheidazongzi
N0.000292
Legal
Representative:
Mr. Xxx
xx
Address:
Software
Garden, Jianshe Road, Hi-technology Industry Development Area,
Daqing.
Bank
Account No.: China
Industrial and Commercial Bank, Xxxxxxx Xxxxxx, 3500071409314158865
This
Loan
Agreement (“this Agreement”) is made and entered into through friendly
consultation by and between the Borrower and the Lender (“the Parties”) on the
day of
________________.
The
Lender agrees to release the loan through bank, and the Parties enter into
this
Agreement as follows:
1.
DEFINITION
Except
provided otherwise, the terms under this Agreement mean:
(1)
“Bank
Business Working Day” means business day on which Rinminbi transaction is
conducted on the China Industrial and Commercial Bankå
(2)“
RMB”or“¥”refers
to
the legal currency within the P.R.China territory excluding Hong
Kong
Special Administrative Region, Macau Special Administrative Region, and
Taiwan;
(3)
“Signing
Date” refers to the date of signing this Agreement;
2.
THE TOTAL LOAN AMOUNT
The
total
principal amount of the loan is RMB 40,400,000
Yuan.
3.
TERMS OF THE AGREEMENT
The
term
of this Agreement shall begin from the Effective Date and expire until
the loan
is completely repaid by the Borrower under the agreement.
4.
LOAN USAGE
The
loan
provided hereunder shall be used in the form of flowing cash; and the
Parties
agree that the Lender shall provide loan as working capital and to satisfy
its
working capital needs going forward, and the Borrower shall in no event
change
the usage without the written authorization by the Lender.
5.
LOAN INTEREST
The
Loan
shall be repaid without any interest.
6.
REPAYMENT
Repayment
should be made in its entirety or in part, at Lender’s option and upon 10 days
written notice, by (i)cash, or (ii) transfer of equity interest of the
Borrower
or all its assets(at minimum price allowed under the PRC laws with any
excess
over such price continued to be subject to repayment obligation under
this Loan
Agreement).
7.
COVENANT
The
Parties agree that the Borrower shall warrants as follows within the
term hereof
unless this Agreement is terminated or canceled in accordance with the
provisions hereunder.
(1)
Without the Lender’s prior written consent, the Borrower shall not supplement or
amend its articles of association or rules of the company in any manner,
nor
shall it increase or decrease its registered capital or change its shareholding
structure in any manner;
(2)
The
Borrower shall prudently and effectively maintain its business operations
according to good financial and business standards;
(3)
Without the Lender’s prior written consent, the Borrower shall not transfer,
mortgage or otherwise dispose of the lawful rights and interests to and
in its
assets or incomes, nor shall it encumber its assets and income in any
way that
would affect the Lender’s rights and interest hereunder;
(4)
The
Borrower shall not incur or succeed to any debts, nor shall it provide
guarantee
for or permit the existence of any debts, except those that are incurred
during
its normal business operation or agreed to or confirmed by the Lender
in
advance;
(5)
Without the Lender’s prior written consent, the Borrower shall not enter into
any material contract (exceeding RMB5, 000,000 in value), unless it is
necessary
for the company’s normal business operation;
(6)
Without the Lender’s prior written consent, the Borrower shall not provide any
loans or guarantee to any third party;
(7)
At
the Lender’s request, it shall provide the Lender with all information regarding
the Lender’s business operation and financial condition;
(8)
Without the Lender’s prior written consent, the Borrower shall not acquire or
consolidate with any third party, nor shall they invest in any third
party;
(9)
The
Borrower shall promptly notify the Lender of any pending or threatened
lawsuit,
arbitration or administrative dispute which involve the Lender’s assets,
business or incomes; and
(10)
Without
the Lender’s prior written consent, the Borrower shall not commit any act or
omission that would materially affect the Lender’s assets, business or
liabilities;
8.
TAX AND EXPENSE
Any
and
all taxes and expense accrued due to the execution and performance hereof,
and
any dispute resolution in relation to this Agreement shall be paid by
the
Borrower.
9.
LIABILITIES AND INDEMITIES FOR BREACH OF THIS AGREEMENT
9.1
If
the Borrower uses the loans incompliance with the provided manners hereunder,
the Lender shall withdraw the unduly used part.
9.2
If
the Borrower illegally uses the loans, the Lender shall withdraw the
whole
amount of the loan.
10.
FORCE MAJEURE
“Force
Majeure” refers that any event, condition, situation or the combination of
event, condition and situation, which is outside the direct or indirect
reasonable controlling scope of the influenced party, and is limited
by
inevitable event, condition or situation that the influenced party could
not
reasonable anticipate, or avoid, prevent or inevitable postpone either’s perform
under the terms of this Agreement. Neither party shall be liable to the
other
for any delay or failure to perform its obligation under this Agreement,
if such
failure or delay is due to force majeure. However, one party shall notify
the
other party in writing as soon as practical of any delay due to force
majeure.
After the force majeure ceases, each party shall continue to perform
under this
Agreement.
11.
EFFECTIVE DATE
This
Agreement shall take effect on the date of execution hereof by its duly
authorized representative.
12.
GOVERNING LAW AND DISPUTE RESOLUTION
12.1
The
effectiveness, interpretation, implementation and dispute-resolution
related to
this Agreement shall be governed under the laws of the People’s Republic of
China.
12.2
Any
dispute arising out of this Agreement, including but not limited to execution,
enforcement, implementation, interpretation, default, modification, and
termination, shall be resolved by both parties through mutual negotiation.
If
both parties could not reach an agreement within 30 days since the dispute
is
brought forward, either Party may submit the dispute to Beijing Arbitration
Commission for arbitration under its applicable rules. The arbitration
award
should be final and binding upon both parties, if the losing party refuses
to
enforce the arbitration award, the winning party may seek enforcement
of
arbitration award in a PRC court with jurisdiction over the dispute;
and the
winning party shall have the right to ask the losing party to pay for
all
professional service (including but not limited to legal counsel service,
arbitration fees, enforcement fees) costs in the course of arbitration
and other
related costs.
12.3
During the process of dispute-resolution, both parties shall continue
to perform
other terms under this Agreement, except for provision of dispute
resolution.
13.
MODIFICATION,
CANCELLATION, TERMINATION
13.1
The
modification of this Agreement shall not be effective without written
agreement
through negotiation. If the Parties could not reach an agreement, this
Agreement
remains effective.
13.2
The
Parties may terminate this Agreement with mutual written agreement before
expiration date.
14.
GENERAL
14.1
The
Parties may sign additional agreement regarding to those matters excluded
in
this Agreement, of this Consignment. Additional agreement and this Agreement
have the same effectiveness.
14.2
This
Agreement is written in both English and Chinese. If the two versions
conflict,
the Chinese version shall prevail.
IN
WITNESS THEREFORE, the parties hereto have caused to execute this Agreement
[Signature
Page Only]
For
and on behalf of
Daqing
Sunway Technology Company Limited (Seal)
Legal
Representative (or Authorized Representative) Signature
Sunway
World through Technology (Daqing) Co. Ltd. (Seal)
Legal
Representative (or Authorized Representative) Signature
7
