Loan Agreement
Exhibit 10.15
Agreement
Code: 44010120100000539
Borrower
(full name): Foshan City SLP Special Materials Co., Ltd.
Lender(full
name): Foshan Nanhai Shishan Branch of China Agriculture Bank Stock Co.,
Ltd.
According
to relevant laws and regulations of PRC, through negotiated consensus, Borrow
and Lender entered into this Agreement.
Article 1
Loan
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1.
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Loan
Classification: Short Term Working Fund
Loan
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2.
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Loan
Application: Purchase raw materials
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3.
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Currency
and Amount of Loan: RMB 20,000,000
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4.
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(1)
Loan Term:Time of
Issue: 07/27/2010 — RMB
20,000,000. Time of Repayment: 12/26/2010—RMB
20,000,000
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(2) If
either of the amount of loan, time of issue and time of repayment is
inconsistent with Loan Note, the Loan Note shall be regarded as final standard.
Loan Note is considered a part of this Agreement and has the same legal effect
as this Agreement.
(3) If
the loan under this Agreement is in the form of foreign currency, the principal
and interest of the loan shall be repaid by the same foreign
currency.
5.
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Interest
of the Loan
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RMB loan
interest shall be set according to the subsection(1)
(1)
Floating
interest rate.
Loan
Interest Rate will be increased for 20% based upon Interest Rate , as a result
of such floating interest rate an annual interest rate of 5.832% shall be
enforced. Interest rate standard for a loan less than 5 years(including 5-year)
shall be the same-period standard interest rate of RMB loan adopted by the
People’s Bank of China; Interest rate standard for a loan more than 5 years
shall be the standard interest rate of RMB loan adopted by the People’s Bank of
China plus ______ percents.
The
circle for adjusting Interest rate shall be 3 months. If the
People’s Bank of China adjusted its standard interest rate for RMB loan, the
lender shall use the modified standard interest rate of corresponding term and
category and the aforesaid computation method to set and enforce new loan
interest rate at the corresponding borrowing date of the first month of the
borrowing circle following the adjustment date of standard interest rate. Lender
is not obligated to notify borrower of such change. If the adjustment date of
standard interest rate is the same day as the issue date or the corresponding
borrowing date of the first month of such borrowing circle, the new enforceable
loan interest rate shall be set on the day of adjustment of standard interest
rate. If there is no corresponding borrowing day, the last day of such month
shall be considered corresponding borrowing day.
6.
Settle Interests
The loan interest under this Agreement shall be settled monthly, the day for
settling interest shall be the 20th day of
each month. The borrower shall pay the interest on the day of settlement. If the
day for the final payment of principal amount does not correspond to the
interest settlement day, the unpaid interest shall be paid with the principal
amount (daily interest rate =monthly interest rate/30)
Article 2
If the following conditions are not satisfied, the lender may choose to
not providing the loan under this Agreement:
1.
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Borrower
shall set up a Basic Savings Account at the Lender’s
place.
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2.
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Borrower
shall supply related documents, materials and complete relevant procedure
according to Lender’s request.
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3.
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If
the loan under this Agreement is in the form of foreign currency, Borrower
shall complete the approval, registration and all other legal procedures
under this Agreement according to relevant
regulations.
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4.
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If
the loan is guaranteed by mortgage and pledge, all the legal procedures of
registration and/or insurance has been completed according to Lender’s
requests, and such guaranty and insurance keep their respective validity
continuously. If the loan under this Agreement is guaranteed by guaranty,
guaranty agreement has been signed and come into
effect.
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Article
3. the rights and obligations of Lender
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1.
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Lender
is entitled to know the production management, financial operation, asset
storage and the use of loan of Borrower. Lender may ask borrower to supply
financial statements and other documents, material and
information.
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2.
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The
Lender may stop issuing loan or ask for repayment of loan before the end
of the loan period if borrower has gone through the situations which is
sufficed to adversely affect borrower’s security, including but not
limited to the conditions enumerated in items 7,8 and 10 of article
4.
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3.
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Lender
may choose to deduct from Borrower’s any bank accounts the principal loan,
interest, penalty interest, compound interest and other fees incurred by
borrower, while collecting those payments or collecting them in
advance.
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4.
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If
the repayment by Borrower is not sufficient to satisfy the obligated
amount under this agreement, Lender may choose to allocate such payment to
pay off principal loan, interest, penalty interest, compound interest or
fees.
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5.
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Lender
may publicly disclose Borrower’s breach of contract, if Borrower is not
able to perform repayment
obligation.
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6.
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Lender
shall issue each loan fully to Borrower at regular
intervals.
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Article
4. the rights and obligations of Borrower
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1.
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Borrower
is entitled to get and use loan according to this
Agreement.
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2.
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Borrower
is entitled to conduct account clearing and deposit related to the loan
through the account provided for by article 2 of this
Agreement.
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3.
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If
the loan under this Agreement is in the form of foreign currency, all the
approval, registration and other legal proceedings related to this loan
shall be resolved according to relevant
regulations.
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4.
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Borrower
shall repay the principal and interest on time. If Borrower needs to
extend the due date of the loan, he shall submit a written application
form to Lender 15 days prior to the due date of the loan. Upon
confirmation by Lender, an extension agreement shall be signed by both
parties.
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5.
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Borrower
shall use the loan according to this Agreement, a misappropriation and
diversion of the loan is not
permitted.
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6.
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Borrower
shall provide true, complete, valid financial statements or other relevant
materials, information to Lender. Borrower shall positively assist Lender
in the inspection of its production management, financial operation and
the use of loan under this
Agreement.
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7.
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Borrower
shall give Lender prior written notice, if anything occurred which is
sufficient to change the debtor-creditor relationship or affect the
capability of repayment by Lender such as engaging in any contract
arrangement, lease, shareholding restructure, alliance, combinations,
mergers, separation, joint venture, asset transfer, applying for
suspension of business, dissolution and bankruptcy. Borrower is not
permitted to proceed with aforesaid action unless a written notice is
given to Lender and after confirmation by Lender, an arrangement of
repayment of loan on time or in advance is finally
realized.
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8.
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Borrower
shall immediately notify Lender and conduct debt security measures that
are confirmed by Lender, if anything other than the abovementioned
activity occurred and which has a material adverse effect on the
capability of Borrower to repay the loan, including suspension of
production, shut down, cancellation of registration, cancellation of
business license, legal representative or principal are engaged in illegal
activity or involved in substantial litigation or arbitration, substantial
hardship to production and operation, deteriorated financial
conditions.
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9.
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If
Borrower offers guaranty for the debt of other person or mortgages or
pledges its principal assets to the third person, and its capability to
repay the loan under this Agreement may thus be affected by such behavior,
Borrower shall give Lender written notice in advance and get its
approval to proceed.
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10.
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Borrower
and investors shall not misappropriate capital, divert asset or conduct
unauthorized transfer of their shares in order to escape from the
obligation of repayment.
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11.
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Borrower
shall immediately notify Lender in a written form of any modification of
its name, legal representative, residency, operation
range.
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12.
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Borrower
shall provide other guarantee measures acknowledged by Lender, if either
of the following matters happen: the guarantor of loan under this
Agreement has gone through suspension of its production, shut down,
cancellation of registration, cancellation of business license, bankruptcy
and operation loss, which rendered it unable to meet its guarantee
obligation either partially or entirely; or the mortgage, pledge, pledged
rights supposed to guarantee the loan obligation under this Agreement
decreased in their value.
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13.
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Borrower
shall undertake to pay the fees originating from lawyer service,
insurance, transportation, evaluation, registration, custodian,
identification and notarization, which are related to this Agreement or
the guaranty under this Agreement.
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Article
5. Repayment in Advance
Borrower
shall get permission from Lender to repay the loan in advance. If Lender accepts
such repayment from Borrower, an interest will be calculated and imposed upon
the advanced payment according to the following method:
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1.
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Have
the enforceable interest indicated in this Agreement adjusted upward for
0% according to actual loan period.
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Article
6. Liability of Breach of Agreement
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1.
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Lender
shall pay damages to Borrower based upon the amount involved in the breach
and the delayed days in the payment, if Lender did not issue loan to
Borrower according to the terms of this Agreement and Borrower is
therefore suffered loss. The method of calculating the total
amount of damages is the same as the one used in calculating the interest
of deferred repayment of loan at the same
period.
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2.
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If
Borrower does not repay the principal of loan according to the deadline
indicated in this Agreement, Lender shall impose a penalty interest upon
Borrower until all the principal and interest are paid off. Such penalty
interest shall be paid at a rate which is 50% higher than the enforceable
loan interest rate indicated in this Agreement. During the time the
repayment of loan is overdue, if the loan is in the form of RMB and the
current standard interest rate for RMB loan is increased by People’s Bank
of China, the penalty interest rate will be increased correspondingly
since the same date of the aforesaid increased loan interest
rate.
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3.
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If
Borrower does not use the loan in the way required by this Agreement,
Lender shall impose a penalty interest upon Borrower with respect to the
portion of the loan which is used other than ways indicated by this
Agreement until all the principal and interest are paid off. Starting from
the date of use violation, such penalty interest shall be paid at a rate
which is 50% higher than the enforceable loan interest rate indicated in
this Agreement. During this period, if the loan is in the form of RMB and
the current standard interest rate for RMB loan is increased by People’s
Bank of China, the penalty interest rate will be increased correspondingly
since the same date of the aforesaid increased loan interest
rate.
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4.
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With
respect to the unpaid interest which should have been paid, Lender shall
impose a compound interest according to the regulations issued by People’s
Bank of China.
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5.
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Borrower
is in violation of its obligations under this Agreement, Lender is
entitled to ask Borrower to correct its breaching behavior in a limited
time frame, stop issuing loan, collect the issued loan before the
repayment obligation is due, declare that other loans between Borrower and
Lender become immediate due or conduct other asset safeguard
measures.
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6.
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If
any guarantor under this Agreement is in violation of the obligations
under the guarantee agreement, Lender is entitled to stop issue loan,
collect the issued loan before the repayment obligation is due or other
asset safeguard measures.
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7.
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If
Lender resorts to litigation or arbitration measures to realize credit
because of breach by Borrower, Borrower shall be responsible for Lender
expenditures incurred in hiring lawyer, travelling, and other fees used to
realize credit.
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Article 7
Loan Guaranty
The forms
of surety under this Agreement shall be mortgage and guaranty, surety agreement
shall be signed at other convenient time. If maximum amount surety is adopted,
the surety agreement codes shall be 44906200900004008,
44906200800001531.
Article 8
Disputes Resolution
If any
disputes occurred in the process of performance of this Agreement, both parties
shall negotiate to settle. Both parties shall also present the disputes to the
People’s Court where Lender resides.
During
the time of litigation, the provisions not in dispute shall also be
enforced.
Article 9
Miscellaneous
Article
10 Effectiveness of this Agreement
This
Agreement shall become effective since the date of signatures or seals by Lender
and Borrower.
Article
11 Copies of Agreement
This
Agreement is in duplicate, each party has one copy.
Article
12 Reminder
Lender
has suggested that Borrower should make a thorough, accurate understanding with
respect to the provisions of this Agreement. Lender has also explained to
Borrower regarding the contents of corresponding provisions of this Agreement
upon the requests of Borrower. Both parties have the same understanding with
respect to this Agreement.
Borrower
(SEAL)
Legal
Representative
Or
Authorized Agent
Lender
(SEAL)
Responsible
or Authorized Agent
Date:
07/27/2010
Place:
Nanhai District