RMB Capital Loan Agreement
RMB
Capital Loan Agreement
Agreement
No. 0182008305
Type
of Loan: Liquidate fund loan
Borrower
(Party A): Shenzhen E’Xxxxx Technology Development Ltd.
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Address:
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A3
Building Industrial zone Pinghu North Road
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|
Longgang
District
|
|
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Shenzhen
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|
Legal
representative: Xxxx
Xxxxxx
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Zip
code: 518111
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Fax:
0000-00000000
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Telephone:
0000-00000000
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Lender
(Party B): Shenzhen City Branch of China Construction
Bank
Address:
Luohu Financial District
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Legal
representative: Tian Huipin
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Zip
code: 518010
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Fax:
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Telephone:
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According
to applicable laws and regulations of the People's Republic of
China (the
"PRC"), the Borrower and Lender, after reaching an agreement through
negotiations,
hereby enter into this agreement pursuant to Borrower's application to
Lender
for a working capital loan (the "Loan")
Article
1 Loan Amount
The
actual principal borrowed by Borrower from Lender is ¥15,000,000.
Article
2 Purpose of loan:
The
loan
under this Loan Agreement shall be solely used as liquidity capital. Borrower
shall not divert the funds under this loan agreement to any other
purpose.
Article
3 Loan term:
This
agreement is valid for
one
year,
starting from August
25, 2008
to
August
24, 2009.
If
the
starting date on this agreement varies from the date on the Loan Deposit
Certificate, the date on this agreement will be adjusted based on the date
stated on Deposit Certificate which the first deposit was made.
Loan
Deposit Certificate is one of the components of this agreement and has equal
legal effect as this agreement.
Article
4 Loan interest rate, Violation interest rate, and
calculation
| I. |
Loan
interest rate
|
The
interest rate on this agreement is on annual basis, and the interest is the
third one:
| a. |
Fix
rate, %, within
the loan term, the interest will not
change.
|
| b. |
Fix
rate, starting from the effective date, the interest rate will
fluctuate % around the
basic rate
%
|
| c. |
Floating
rate, starting from the initial interest date, will increase 15%
than
the bench rate and before principal and interest get pay up, the
interest
rate will be adjusted every three months.
|
| II. |
Violation
interest rate
|
| 1. |
Violation
rate will be activated if Party A uses the fund for purpose other
than
prescribing in this loan agreement. The violation rate will be floating
up
by 100% of the loan interest rate.
|
| 2. |
The
violation rate on the unpaid portion of the loan will be floating
up by
50% after the loan term expires.
|
| 3. |
If
both of violations described in 1 and 2 happens, a violation rate
in 1
will be in place.
|
| III. |
The
initial interest date will be the date Party B has completed transferred
the loan the account that Party A designated.
|
A
bench
rate means that the interest rate in the same period issued by China People
Bank
on the initial interest date.
| IV. |
The
formula for calculating the interest is as follows: Interest on
the loan =
(the prescribed interest rate under this Loan Contract) x (Loan
amount) x
(actual days of use), where actual days of use is calculated from
the day
the Loan is issued.
|
| V. |
Settlement
of the interest
|
| 1. |
Fixed
rate loan should calculate interest payment based on the designated
rate
prescribed in the agreement. Floating rate loan should base on the
floating rate in that certain period to calculate interest
payment.
|
| 2. |
Settlement
of interest under this Loan Contract is to be calculated per month.
The
settlement date is the 20th day of each month. All principal and
interest
shall be paid in full on the day the term of the Loan expires.
|
2
Article
5 The use and release of the fund
| I. |
Prerequisites
|
Party
B
shall release fund, Unless Party A fulfill all the prerequisites below
| 1. |
Party
A has performed all legally-required procedures such as obtaining
government licenses, approvals and registration and other procedures
Party
B may require.
|
| 2. |
Party
A has created accounts to receive fund and to repay
loan.
|
| 3. |
Party
A has not breached any one of the provisions listed in the
agreement.
|
| 4. |
No
such supervision or regulation forbid to release fund to party
A
|
| 5. |
Other
prerequisites:
|
| a. |
Party
A shall settle all previous balance from Party
B
|
| b. |
All
properties of Party A shall not be transferred during the loan
term
|
| c. |
The
settlement amount in China Construction Bank could not be lower than
50%
|
| II. |
Plan
to use the fund
|
All
the
fund will be spend in one time.
Article
6 Repayment of the Loan
| I. |
Repayment
Basis
|
Party
B
has the right to use the repayment to pay for all related fee that Party
A is
responsible for.
| II. |
Interest
|
Party
a
shall repay interest on the interest settlement date. The initial interest
date
is the first interest settlement date. The last repayment will clear all
the
interest and principle.
| III. |
Plan
to repay principle
|
Monthly
payment of ¥500,000
Rmb from
the 7th
month
after fund released
| IV. |
Repayment
method
|
Party
A
should deposit repayment fully in the account created in Party B before the
repayment date. Or Party a could transfer from other account to make the
repayment.
Article
7. Party A Rights and Obligations
I.
Rights of Party A
3
| 1. |
Party
A has right to request Party B to release fund according to the
agreement
|
| 2. |
Party
A shall not use the loan funds for other purpose than that prescribed
under this agreement.
|
| 3. |
Under
certain condition, Party A could apply for
extension.
|
| 4. |
Party
A could request party B to keep a secret for Party A in financial
information and business operating detail, and repayment credit,
with
exception of exposure according to laws and regulations or at the
request
of supervision divisions.
|
| 5. |
Party
A has right to refuse bribery requested from party B. Party A also
has
right to report the case to the certain supervision
division.
|
II
Obligation of Party A
| 1. |
Party
A is responsible for full repayment of principle and interest
according to
the agreement as well as all professional fees in handling the
agreement.
|
| 2. |
Party
A is responsible for that it will cooperate with Lender on the
supervision
and inspection of the use of the funds borrowed under this Loan
Agreement
and
of the business condition of Borrower and that it will promptly
provide
all financial statements including balance sheet and income statement
of
last quarter within 7 business days of the current quarter as
well as cash
flow at the year end and related materials needed by Party B,
which
Party A warrants to be true, complete and
accurate.
|
| 3. |
Party
A warrants that it will issue written notices to Party B upon
occurrence
or possible occurrence of the following events including company
names
change, legal representative change, address change and etc.
within seven
business
days.
|
| 4. |
Party
A should use the funds under all provisions of the Loan Agreement
and
should not use the funds to commit any illegal
activities.
|
| 5. |
Party
A should follow all government issued environment regulation
if the funds
are used to manufacturing and
construction.
|
| 6. |
Party
A could not use assets that are generated from this loan to provide
guarantee service to the third party without permission of party
B.
|
| 7. |
Party
A should report all material information of related party who
owns 10% of
net asset of party A if Party A is group
client.
|
| 8. |
Party
A should guarantee to obtain certain government approval or fund
for the
project.
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Article
8. Obligation and Rights of Party B
| 1. |
Party
B has right to require party A to pay principle and interest fully
according to the agreement.
|
| 2. |
Release
loan according to the agreement.
|
4
| 3. |
Party
B shall keep a secret for Party A in financial information and business
operating detail, and repayment credit, with exception of exposure
according to laws and regulations or at the request of supervision
divisions.
|
| 4. |
Party
B shall not request bribery in any method from party
A.
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Article
9. Default Liability and Remedy
I.
Party B Default
| 1. |
Party
A could still require Party B to release fund fully if Party B refuse
to
release fund due to unreasonable reason.
|
| 2. |
Party
A could claim for return if Party B requests unreasonable fees.
|
II.
Situation if Party A Default
| 1. |
Party
A breach this loan agreement or disobey any legal
regulation.
|
| 2. |
Party
A declares or act as declare not to take any obligation in the
agreement.
|
III.
Situation of negative affection of the benefit of Party B
| 1. |
All
possible situations that negative affection to performance of the
legal
representative and the company.
|
| 2. |
Any
prerequisite of the loan agreement could not be fulfilled
consistently.
|
| 3. |
Guarantor
could not perform its duty in regards of the guarantee
agreement.
|
IV.
Remedy of Party B
Party
B
has the right to take below actions if any of the situations in Section II
and
Section III happens:
| 1. |
Stop
releasing loan.
|
| 2. |
Announce
that the loan expired immediately and request party A to repay all
remaining balance of principle and interest
fully.
|
| 3. |
Refuse
to release remaining loan and also request Party A to pay default
fee as
of 17.181% of the total released fund if party does not use the fund
according to this loan agreement.
|
| 4. |
All
unpaid portion of the loan shall be based on fine interest rate and
under
the same repayment manner as this loan agreement.
|
| 5. |
Other
remedies, not limited to:
|
| a. |
Deduct
from other China Construction Bank accounts of Party
A.
|
| b. |
Use
Guarantee rights.
|
| c. |
Continually
request Party A provide new guarantor for the
loan.
|
| d. |
Terminate
the loan agreement.
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Article
10 Other Provisions
I.
Related Fees
Party
A
is undertaking all expenses arousing from creating this loan agreement as
well
as fees that incurred by Party B in all kinds of actions to ensure loan is
fully
repaid according to the agreement.
5
II.
The use of information of Party A
Party
A
agrees Party B to disclose credit information to credit department of China
People Bank in order to establish credit information data base.
III.
Party A shall provide a written notice to Party B if name or address
changed.
IV.
Should any disputes happen in the process of performing the Agreement, all
parties shall resolve them through consultations, if no settlement is reached;
either of the parties may go to law in the local People’s Court where Party B
lives.
Article
11 Authorized Branch
Tianbei
Branch
of China Construction Bank is authorized by Party B is taking full
responsibilities of party B after the agreement become effective.
Article
12 Announcement Provisions
| I. |
Party
A should know clearly about business scope and authorized rights
of Party
B
|
| II. |
Party
A shall read this agreement thoroughly and Party B has explained
all the
provisions .
|
Party
A
(seal):
Signature
of Legal representative:
Date:
Party
B
(seal):
Signature
of Legal representative:
Date:
6
