Information contained herein, marked with [***], is being filed pursuant to a
request for confidential treatment.
Exhibit 10.27
SHAREHOLDER LOAN CONTRACT
This SHAREHOLDER LOAN CONTRACT (this "Contract") is made and entered into
as of April 26, 1996 by and between JIAOZUO XXX XXXX POWER COMPANY LIMITED
("Borrower"), a Sino-foreign cooperative joint venture enterprise organized and
existing under the laws of the People's Republic of China (Business License
number 00037-1) with its registered office in Jiaozuo City, Henan Province,
China (telephone no: 000-000-0000) and JIAOZUO ALUMINUM MILL ("Lender")
(facsimile no: 391-393-3739).
1. The Loans.
----------
Subject to the terms and conditions of this Contract, Lender agrees to make
to Borrower loans in an aggregate amount not to exceed RMB 243,963,000
(including interest during construction as provided in Section 3 hereof), which
loans will be divided into the Tranche A Loans to be used mostly for the first
unit in an aggregate amount not to exceed RMB 121,981,500 (the "Tranche A
Loans") and the Tranche B Loans to be used mostly for the second unit in an
aggregate amount not to exceed RMB 121,981,500 (the "Tranche B Loans"; each such
Tranche A or Tranche B Loan individually a "Loan" and collectively the "Loans")
from time to time between April 26, 1996 and July 1, 1988 (the "Termination
Date"). The Loans shall be evidenced by a promissory note of Borrower,
substantially in the form of Exhibit A (the "Note"). Subject to the conditions
set forth in Section 6, each Loan shall be made (a) in accordance with the
drawdown schedule attached as Exhibit B and (b) on a day on which Bank of China
is open for business in Jiaozuo, Henan Province, the People's Republic of China
(a "Banking Day").
2. Maturity.
---------
(a) Borrower shall repay the aggregate outstanding principal amount of the
Loans in accordance with the amortization schedule attached as Exhibit C. In any
event, Borrower shall repay such Loans in full by July 1, 2004. Borrower shall
take all necessary actions to ensure that its cash on hand due to depreciation
may be used to repay the principal of the Loans and shall so use such available
cash.
(b) Borrower shall have the right to prepay the Loans at any time or from
time to time. Each of such optional prepayments shall be in an amount not less
than RMB (Y) 25 million and shall be made with at least six months prior written
notice to Lender. A Loan prepaid may not be reborrowed. The prepayments of the
Loans will be applied in inverse order of maturity to the then remaining
installments of principal to become due as set forth in Exhibit C.
3. Interest and Fees.
------------------
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[*** Filed separately with the Commission pursuant to a request for
confidential treatment.]
(a) Borrower shall pay interest on the Loan(s) outstanding from time to
time at the rate of [***]% per annum, which shall be computed on the basis of
the actual number of days elapsed in a year of 360 days. Interest on the Tranche
A Loans shall accrue until the Unit One Commercial Operation Date (as defined in
the Power Purchase and Sale Contract dated as of April 26, 1996 between Borrower
and the Henan Electric Power Corporation (the "Power Purchase and Sale
Contract")) and be added to principal. Interest on the Tranche B Loans shall
accrue until the Unit Two Commercial Operation Date (as defined in the Power
Purchase Agreement) and be added to principal. Interest payments shall begin
after the Unit One Commercial Operation Date in the case of the Tranche A Loans
and after the Unit Two Commercial Operation Date in the case of the Tranche B
Loans. Interest payments shall be payable quarterly in arrears on the first day
of each January, April, July and October starting from the second such date to
occur after the Unit One Commercial Operation Date in the case of the Tranche A
Loans and after the Unit Two Commercial Operation Date in the case of the
Tranche B Loans and on final maturity of the Loans (each such date, a "Payment
Date"). Lender shall calculate and notify Borrower of the actual amount of each
interest payment 15 days prior to each Payment Date.
(b) Borrower shall pay to Lender a service fee of [***]% per annum on the
Loan(s) outstanding, which shall be computed on the basis of the actual number
of days elapsed in a year of 360 days. Such service fee shall accrue until the
Unit One Commercial Operation Date in the case of the Tranche A Loans or until
the Unit Two Commercial Operation Date in the case of the Tranche B Loans and be
added to the principal of the Loans. Payment of the service fee shall begin
after the Unit One Commercial Operation Date in the case of the Tranche A Loans
or after the Unit Two Commercial Operation Date in the case of the Tranche B
Loans and shall be payable quarterly in arrears on each Payment Date. Lender
shall calculate and notify Borrower of the actual amount of each payment of the
service fee 15 days prior to each Payment Date.
(c) If Borrower fails to pay any sum payable under this Contract when due,
Borrower shall from time to time on demand pay interest on such sum from and
including the due date to the date of actual payment (after as well as before
judgment) at a per annum interest rate equal to [***]% above the interest rate
specified in Section 3(a).
4. Method of Payment.
------------------
All sums, including all principal, interest and fees, payable to Lender
shall be payable in Renminbi not later than 10:00 a.m. Beijing time on each
Payment Date to the account of Lender (no. [ ]) at [ ] Bank, [ ], or such other
account within China as Lender notifies to Borrower.
5. Representations and Warranties.
-------------------------------
-2-
Borrower represents as of this date and the date each Loan is made that:
(a) Borrower is a Sino-foreign cooperative joint venture enterprise duly
established and existing in good standing under the laws of the People's
Republic of China;
(b) the execution, delivery and performance of this Contract, the Note and
each other document delivered in connection herewith or therewith are within
Borrower's power, have been duly authorized by all necessary legal action, and
do not contravene any law or any contractual restriction binding on Borrower;
(c) this Contract is, and the Note and each other document delivered in
connection herewith or therewith when executed will be, the legal, valid and
binding obligations of Borrower, enforceable in accordance with their respective
terms;
(d) all governmental approvals necessary for the execution of this
Contract, the Note and each other document delivered in connection herewith or
therewith have been obtained and all governmental approvals necessary for the
performance and enforceability hereof and thereof shall have been obtained prior
to and shall be in full force and effect on the date of each drawdown hereunder;
(e) the obligations of Borrower hereunder and under the Note and any other
document executed in connection herewith or therewith constitute the direct,
unconditional and general obligations of Borrower and the sum of all of
Borrower's other indebtedness does not exceed RMB five million except the loans
provided by other shareholders of Borrower not exceeding US$ 68,584,000, the
working capital loans or the list of debts of over RMB one million each
specified in Appendix D hereto;
(f) Borrower is not in default under any agreement or obligation to which
it is a party or by which it may be bound; and
(g) no Event of Default (as hereinafter defined), and no event which with
the giving of notice or the passing of time, or both, would constitute an Event
of Default, has occurred and is continuing.
6. Conditions Precedent.
---------------------
The obligation of Lender to make each Loan hereunder is subject to the
fulfillment, as determined solely by Lender, of the following conditions
precedent at least three Banking Days prior to the proposed date of each
drawdown of such Loan (except as otherwise indicated below) and the continued
fulfillment of such conditions on the date of such drawdown:
-3-
(a) All documents, licenses, approvals and permits required in connection
with the establishment of Borrower as a Sino-foreign cooperative joint venture
and the design, construction, ownership, operation and management of the Power
Plant (as defined in the Power Purchase and Sale Contract) shall have been
obtained and are in full force and effect; without limiting the generality of
the foregoing, such approvals shall include approval by the Ministry of Foreign
Trade and Economic Cooperation of China of the Joint Venture Contract dated as
of March 27, 1996 between Jiaozuo Power Partners, L.P. and Jiaozuo Aluminum Mill
(the "Joint Venture Contract") and Borrower's Articles of Association, approval
by the Henan Provincial Pricing Bureau of the pricing formula set forth in
Appendix A to the Power Purchase and Sale Contract, approval by the relevant
government department of the Land Use Rights (as defined in the Joint Venture
Contract), approval by the relevant government department of the early return of
the registered capital to the Foreign Party (as defined in the Joint Venture
Contract), issuance of Borrower's business license, approval regarding access to
the foreign exchange adjustment center or foreign exchange banks, and approvals
referred to in Article 2.3(a) of the Joint Venture Contract;
(b) All registered capital and other loans required to be funded under the
Joint Venture Contract by any party as of such date shall have been funded in
full;
(c) Lender shall have received the Note, duly executed by Borrower, which
shall be in full force and effect;
(d) Lender shall have received satisfactory evidence of the due
authorization, execution and delivery of this Contract, the Note and each other
document delivered in connection herewith or therewith by Borrower;
(e) Lender shall have received certified copies of all governmental
approvals and filings required for the execution, delivery, performance and
enforceability of this Contract, the Note and each other document delivered in
connection herewith or therewith and such approvals and filings are in full
force and effect;
(f) Each of the representations and warranties set forth in Section 5 shall
be true and correct in all material respects;
(g) Borrower shall have performed in all material respects its obligations
required to be performed under this Contract, the Note and all other documents
delivered in connection herewith or therewith;
(h) All contracts referenced in the Joint Venture Contract including
without limitation all Project Contracts (as defined in the Joint Venture
Contract) and all other material contracts required in connection with the
construction of the Project (as defined in the Power Purchase and Sale Contract)
shall have been executed and delivered by all parties thereto and are in full
force and effect;
-4-
(i) Lender's independent engineer or, at the request of Lender, Borrower,
shall have certified in a manner satisfactory to Lender that all applicable
construction milestones as set forth in Exhibit B have been met;
(j) Borrower shall have purchased the insurance policies required by Lender
and such policies shall be in full force and effect;
(k) Borrower shall have received from Jiaozuo Power Partners, L.P. evidence
in form and substance satisfactory to Lender that Jiaozuo Power Partners, L.P.
has committed to provide US Dollar loans needed for the Project; and
(l) Fifteen Banking Days prior to each requested date of borrowing,
Borrower shall submit an application for borrowing to Lender in form and
substance reasonably satisfactory to Lender. Each such application shall state
the requested amount and date of the borrowing which date shall not be earlier
than the relevant drawdown date specified in Exhibit B, shall be signed by
Borrower and shall constitute a representation and warranty by Borrower that it
is in compliance with all the conditions precedent set forth herein and a
reaffirmation as of the requested drawdown date of all of Borrower's
representations and warranties contained herein.
7. Covenants.
----------
(a) Borrower shall at all times (i) preserve and maintain in full force and
effect its existence as a cooperative joint venture under the laws of China, its
qualification to do business in Henan Province, China and in each other
jurisdiction in which the conduct of its business requires such qualification
and (ii) obtain and maintain in full force and effect all governmental approvals
required at any time in connection with the construction, maintenance, ownership
or operation of the Facility (as defined in the Power Purchase and Sale
Contract).
(b) Borrower shall (i) perform and observe all of its covenants and
agreements contained in any project document relating to the Facility to which
it is a party and (ii) maintain in full force and effect each of those project
documents.
(c) Borrower shall comply, and shall ensure that the Facility is
constructed and operated, with governmental requirements.
(d) Borrower shall promptly provide to Lender copies of Borrower's
construction, operation and financial reports and other information relating to
the construction or operation of the Facility.
(e) Borrower shall use the proceeds of the Loans solely for the purpose of
financing the construction and start-up of the Facility and funding the working
capital for the operation of Borrower.
-5-
(f) Borrower shall notify Lender immediately of the occurrence of any Event
of Default or of any event which would become an Event of Default with the
passage of time or giving of notice or both.
(g) Borrower shall not, without the prior written consent of Lender,
assign, sell, mortgage, encumber or otherwise transfer any interest in any
assets of Borrower other than transfers in the ordinary course of its business
that would not have a materially adverse effect on Borrower or the performance
of its obligations hereunder.
8. Events of Default.
------------------
(a) Each of the following events and occurrences shall constitute an Event
of Default under this Contract:
(i) any representation or warranty of Borrower proves to have been
untrue when made or renewed;
(ii) Borrower fails to repay when due any principal amounts of the
Loans, or Borrower fails to pay within three Banking Days after the date
due any interest or fee payment, due pursuant to the terms of this
Contract, the Note or any document delivered in connection herewith or
therewith;
(iii) Borrower fails to perform or violates any other provision of
this Contract (including without limitation the covenants), the Note or any
document delivered in connection herewith or therewith, which continues
unremedied for 30 days after notice thereof from Lender;
(iv) except as otherwise provided in clause (ii) above, Borrower fails
to pay when due any indebtedness for which it is liable, contingently or
otherwise, or any such indebtedness is accelerated or is required to be
prepaid prior to the stated maturity thereof;
(v) any approval or permit required for the performance or
enforceability of the obligations of Borrower under this Contract, the Note
or any other document delivered in connection herewith or therewith expires
or is not renewed upon expiration or is terminated or revoked or modified
in any material respect;
(vi) any approval or permit required in connection with the Project
expires or is not renewed upon expiration or is terminated or revoked or
modified in any material respect;
(vii) any Project Contract is materially breached by a party thereto
or such contract ceases to be in full force and effect;
-6-
[*** Filed separately with the Commission pursuant to a request for confidential
treatment.]
(viii) Borrower becomes insolvent or unable to pay its debts when due,
or commits any act of bankruptcy including filing any petition in any
bankruptcy, winding-up or reorganization proceeding, or acknowledges in
writing its insolvency or inability to pay its debts, or any petition
relating to bankruptcy is filed with respect to it by its creditors; or
(ix) One or more judgments aggregating at least US$ 100,000 (or its
equivalent) that is not covered by insurance is entered against Borrower
and is not satisfied, vacated or bonded pending appeal within 60 days after
entry.
(b) If an Event of Default shall occur and be continuing, Lender shall have
no further obligation to make Loans to Borrower and Lender may by notice to
Borrower declare all outstanding Loans and accrued interest thereon and other
amounts payable hereunder to be immediately due and payable, whereupon all such
amounts shall become forthwith due and payable without demand or notice of any
kind and without the consent, decree or authorization of any governmental
entity.
9. Intercreditor Arrangements.
---------------------------
Borrower and Lender each acknowledge that Borrower has also entered into a
loan contract with AES China Power Holding Co. (L), Ltd. for a loan amount up to
US$ 68,584,000 (the "Other Loan Contract"). Borrower represents that all loans
under the Other Loan Contract shall be made at an interest rate (including all
fees and other charges) of equal to or less than[***]% per annum, and that the
term of the Other Loan Contract shall be no shorter than ten years. The drawdown
schedules for the Loans and the loans under the Other Loan Contract shall be
determined by Borrower's Board of Directors. Any amounts due under this Loan
Contract and the Other Loan Contract shall rank in equal priority. If Borrower
has insufficient funds available to repay in full amounts due under the Loan
Contract and the Other Loan Contract, such available funds shall be distributed
pro rata on the basis of the total amount of loans outstanding under this
Contract and under the Other Loan Contract, provided that at the time of such
distribution Loans due to Lender under this Contract shall be computed on
Renminbi cash basis and loans due to lender under the Other Loan Contract shall
be calculated on US Dollar cash basis.
10. Entire Agreement; Amendments.
-----------------------------
This Contract constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof and may be amended only by an instrument in
writing signed by the parties hereto.
11. Indemnity.
----------
(a) Borrower shall pay all stamp duties in connection with this Contract,
the Note and each other document delivered in connection herewith
-7-
and therewith and shall reimburse Lender for any other cost, loss or damage
(including without limitation any taxes excluding taxes imposed on the net
income of Lender by the jurisdiction of its registration and other costs
resulting from changes in law after the date hereof) incurred by Lender in
connection with any Loan (including interest and fees), this Contract, the Note
or any other document delivered in connection herewith or therewith.
(b) The indemnity provisions of this Section 11 shall survive the repayment
of the Loans and the termination of this Contract.
12. Notice.
-------
All notices hereunder shall be in writing and shall be either personally
delivered, or transmitted by postage prepaid registered air mail, or by
facsimile to the party addressed at the relevant address set forth above. Either
party may change its address by notice to the other.
13. Governing Law.
--------------
This Contract shall be governed by and interpreted in accordance with the
laws of the People's Republic of China.
14. Conciliation and Arbitration.
-----------------------------
(a) Dispute Settlement. Except as otherwise provided in this Contract, the
parties shall attempt to settle any dispute arising out of or in connection with
this Contract through friendly consultation between themselves. Such
consultation shall begin promptly after one party has delivered to the other
party a written request for such consultations. If the parties do not reach an
amicable solution within 30 days of receipt of such notice, either party may,
with notice to the other party, submit the dispute for binding arbitration in
Beijing, China, under the auspices of the China International Economic and Trade
Arbitration Commission ("CIETAC") in accordance with the CIETAC Arbitration
Rules as in effect on the date of this Contract (except to the extent this
Section 14 specifies different procedures, in which event such procedures shall
govern the arbitration, including the selection of the arbitration panel). The
parties agree that any dispute arising out of or in connection with this
Contract shall be submitted exclusively to arbitration as provided in this
Section 14. Any settlement and award rendered through such an arbitration
proceeding shall be final and binding upon the parties if the decision is in
writing and contains a reasoned analysis explaining the arbitrators' reasons for
rendering the award. The parties agree that the arbitral award may be enforced
against the parties or their assets wherever they may be found and that a
judgment upon the arbitral award may be entered in any court having jurisdiction
thereof. Accordingly, the parties irrevocably agree that any action to enforce
such judgment may be instituted wherever appropriate and each party hereby
irrevocably waives, to the fullest extent permitted by law, any objection which
it may have now or hereafter to the laying of the venue or the jurisdiction or
the convenience of the forum of any such
-8-
action and irrevocably submits generally and unconditionally to the jurisdiction
of any such court in any such action.
(b) Language. The arbitration shall be conducted in English and Chinese and
the arbitration shall refer to the English and Chinese texts of this Contract.
(c) Arbitrators. There shall be three arbitrators. The parties shall each
select one arbitrator within 30 days after giving or receiving the demand for
arbitration. The two arbitrators selected by the parties shall select the third
arbitrator. If a party does not appoint an arbitrator who has consented to
participate within 30 days after the selection of the first arbitrator, the
relevant appointment shall be made by the arbitrating body. The costs of the
arbitration shall be borne by the parties as determined by the arbitration
tribunal, taking into account the relative merits of the positions of the
parties.
(d) Submission to Jurisdiction; Defenses. Each party is subject to civil
and commercial law and irrevocably agrees that this Contract is a commercial
rather than a public or governmental activity and neither party is entitled to
claim immunity from legal proceedings with respect to itself or any of its
assets on the grounds of sovereignty or otherwise under any law or in any
jurisdiction where an action may be brought for the enforcement of any of the
obligations arising under or relating to this Contract. To the extent that a
party or any of its assets has or hereafter may acquire any right to immunity
from any set-off, legal proceedings, attachment or execution of judgment on the
grounds of sovereignty or otherwise, each party hereby irrevocably waives such
right to immunity in respect of its obligations arising under or relating to
this Contract.
(e) Continued Performance. The parties hereby agree to carry out their
respective obligations under this Contract, including without limitation all
payment obligations, notwithstanding any pending dispute or controversy.
15. Banking Day Adjustment.
-----------------------
If the date on which a payment is due is not a Banking Day, such date shall
be changed to the next succeeding Banking Day (or to the first preceding Banking
Day if the next succeeding Banking Day is in another calendar month).
16. Information.
------------
Borrower shall provide Lender with such information concerning the
condition and operation of Borrower, financial or otherwise, as Lender may from
time to time request.
17. Waiver; Cumulative Rights.
--------------------------
The failure or delay of Lender to require performance by Borrower of any
provisions of this Contract shall not affect its right to require performance of
-9-
such provision unless and until such performance has been waived in writing by
Lender. Each and every right granted to Lender hereunder or under any other
document delivered in connection herewith, or allowed to it at law or in equity,
shall be cumulative and may be exercised in part or in whole from time to time.
18. Assignment.
-----------
This Contract shall be binding upon and shall be enforceable by Borrower
and Lender and their respective successors and assigns, except that Borrower
shall have no right to assign or transfer its rights or obligations hereunder.
19. Set-off.
--------
Nothing herein contained shall limit the right of set-off, lender's lien or
counterclaim which may be available to Lender under applicable law.
20. Severability.
-------------
If any one or more of the provisions contained in this Contract, the Note
or any other document delivered in connection herewith shall be invalid, illegal
or unenforceable in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
not in any way be affected or impaired.
21. Counterparts.
-------------
This Contract may be signed in any number of counterparts. Any single
counterpart or a set of counterparts signed, in either case, by both parties
hereto shall constitute a full and original contract for all purposes.
22. Language.
---------
This Contract shall be written and executed in both Chinese and English
versions, each of which shall have equal force and effect.
23. Construction.
-------------
Unless otherwise stated, all references made in this Contract to "Sections"
and "Exhibits" shall refer, respectively, to Sections of, and Exhibits to, this
Contract. References herein to this Contract include the Exhibits hereto.
-10-
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
caused this Contract to be executed by their respective duly authorized
signatories as of the day and year first written above.
BORROWER JIAOZUO XXX XXXX POWER COMPANY LIMITED
--------
By: /s/ Xxxxxx X. Xxxx, III
--------------------------------
Name:
Title:
LENDER JIAOZUO ALUMINUM MILL
------ By: /s/ [SIGNATURE ILLEGIBLE]
--------------------------------
Name:
Title:
-11-
EXHIBIT A
FORM OF PROMISSORY NOTE
RMB (Yen) [ ] Date:
FOR VALUE RECEIVED, Jiaozuo Xxx Xxxx Power Company Limited
("Borrower") hereby unconditionally promises to pay to the order of Jiaozuo
Aluminum Mill ("Lender") at the account of Lender (no. ) at , the principal sum
of [amount of Loans in words] (RMB (Y) [ ]) or, if less, the unpaid principal of
the Loans made by Lender pursuant to the Loan Contract dated as of [ ] between
Borrower and Lender (the "Loan Contract") in the amounts and at the times
specified in the Loan Contract.
Borrower hereby promises also to pay interest on the unpaid principal
amount of the Loans from the date such Loans are made until paid at the rates
and at the times provided in the Loan Contract.
All payments of principal and interest under this Note shall be paid
in the currency and at the place specified in the Loan Contract.
If Borrower fails to pay any sum payable under this Note when due,
Borrower shall from time to time on demand pay interest on such sum from and
including the due date to the date of actual payment (after as well as before
judgment) at the rate provided in the Loan Contract.
If an Event of Default shall occur and be continuing, the principal of
and accrued interest on this Note may be declared to be due and payable in the
manner and with the effect provided in the Loan Contract.
Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
Terms not otherwise defined in this Note have the same meaning herein
as in the Loan Contract.
This Note shall be governed by and interpreted in accordance with the
laws of the People's Republic of China.
JIAOZUO XXX XXXX POWER COMPANY LIMITED
By:-----------------------------------
Name:
Title:
-1-
EXHIBIT B
[TO BE DECIDED BY BORROWER'S BOARD OF DIRECTORS]
DRAWDOWN SCHEDULE
Date Amount Construction Milestone
---- ------ ----------------------
-1-
EXHIBIT C
AMORTIZATION SCHEDULE
TRANCHE A TRANCHE B
----------------------------------------- ---------------------------------
Number Date Payment Amount
1 1-Jan-98 30% of Depreciation from 1997
Payment Amount Payment Amount
(Percent of Principal (Percent of Principal
Outstanding as of 2-Jan-98) Outstanding as of
Number Date Unit 2 COD
2 1-Apr-98 2.94 Number Date
3 1-Jul-98 2.94% 1 1-Jul-98 3.03%
4 1-Oct-98 2.94% 2 1-Oct-98 3.03%
5 1-Jan-99 2.94% 3 1-Jan-99 3.03%
6 1-Apr-99 2.94% 4 1-Apr-99 3.03%
7 1-Jul-99 2.94% 5 1-Jul-99 3.03%
8 1-Oct-99 2.94% 6 1-Oct-99 3.03%
9 1-Jan-00 2.94% 7 1-Jan-00 3.03%
10 1-Apr-00 2.94% 8 1-Apr-00 3.03%
11 1-Jul-00 2.94% 9 1-Jul-00 3.03%
12 1-Oct-00 2.94% 10 1-Oct-00 3.03%
13 1-Jan-01 2.94% 11 1-Jan-01 3.03%
14 1-Apr-01 2.94% 12 1-Apr-01 3.03%
15 1-Jul-01 2.94% 13 1-Jul-01 3.03%
16 1-Oct-01 2.94% 14 1-Oct-01 3.03%
17 1-Jan-02 2.94% 15 1-Jan-02 3.03%
18 1-Apr-02 2.94% 16 1-Apr-02 3.03%
19 1-Jul-02 2.94% 17 1-Jul-02 3.03%
20 1-Oct-02 2.94% 18 1-Oct-02 3.03%
21 1-Jan-03 2.94% 19 1-Jan-03 3.03%
22 1-Apr-03 2.94% 20 1-Apr-03 3.03%
23 1-Jul-03 2.94% 21 1-Ju1-03 3.03%
24 1-Oct-03 2.94% 22 1-Oct-03 3.03%
25 1-Jan-04 2.94% 23 1-Jan-04 3.03%
26 1-Apr-04 2.94% 24 1-Apr-04 3.03%
27 1-Jul-04 2.94% 25 1-Jul-04 3.03%
28 1-Oct-04 2.94% 26 1-Oct-04 3.03%
29 1-Jan-05 2.94% 27 1-Jan-05 3.03%
30 1-Apr-05 2.94% 28 1-Apr-05 3.03%
31 1-Jul-05 2.94% 29 1-Jul-05 3.03%
32 1-Oct-05 2.94% 30 1-Oct-05 3.03%
33 1-Jan-06 2.94% 31 1-Jan-06 3.03%
34 1-Apr-06 2.94% 32 1-Apr-06 3.03%
35 1-Jul-06 2.94% 33 1-Jul-06 3.03%
---- ----
Total 100.00% Total 100.00%
EXHIBIT D
LIST OF BORROWER'S DEBTS OF OVER RMB ONE MILLION EACH
-1-
