Loan Contract Contract No. Year 2006 De Shang Yin Jie Zi No.045 Deyang City Commercial Bank
EXHIBIT
4.32
Loan
Contract
Contract
No. Year 2006 De Xxxxx Xxx Xxx Zi No.045
Deyang
City Commercial Bank
EXHIBIT
4.32
Borrower
(hereinafter referred to as “Party A”): Xxxxxx
Xxxxxxxxxx Seed Limited Luojiang Branch
Domicile:
Xx. 000 Xxxxxx Xxxx, Xxxxxxxx Xxxxxx
Postal
Code: 618500
Legal
Representative(person in charge): Xxxxxxxxx
Xxxx
Telephone:
0000000
Xxxxxx
(hereinafter referred to as “Party B”): Deyang
City Commercial Bank
Domicile:
Xx.
00 Xxxxxxxx Xxxxxx
Postal
Code: 618000
Legal
Representative (person in charge): Xx
xxx
Telephone:
0000000
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4.32
Party
A
has made an application to Party B for a loan and Party B agrees to advance
the
loan. According to relevant laws, regulations and rules, Party A and Party
B,
upon negotiation, enter into this Contract for their mutual compliance and
performance.
Article
1 Category of Money Borrowed
Under
this Contract Party B agree to provide Party A with short-term
loan.
Article
2
Purpose of Money Borrowed
Money
borrowed hereunder shall be used for the purpose of purchasing
the seed product.
Article
3 Amount of Money Borrowed
Party
A
borrows from Party B an amount of RMB (Say) Two
Million Yuan.
Article
4 Term of Money Borrowed
As
provided in this Contract, the term of the money borrowed is one
year commencing
from March
9, 2006
and
ending on March
8, 2007.
If
the
commencement date of the term of the money borrowed hereunder is different
from
that specified in the bank remittance voucher, the date specified in the bank
remittance voucher for the first advance shall prevail. The bank remittance
voucher shall be an integral part of this Contract and have the same force
and
effect as this Contract.
Article
5 Interest Rate, Interest Calculation and Settlement
| 1 |
The
interest rate of the loan hereunder shall be a monthly interest
rate at rate of
7.44‰.
|
| 2 |
The
interest of the loan shall be accrued from the date when the loan
is
deposited into Party A’s account. The interest shall be settled on a
monthly
basis for the loan hereunder and the interest settlement date shall
be the
20th of every month.
|
| 3 |
The
adjustment of interest rate and the method of accruing interest shall
be
adjusted pursuant to the provisions announced by the People’s
Bank of China.
During valid term of this contract, in case that any amendment of
the
provisions applicable to this contract would be announced by the
People’s
Bank of China, the adjustment of interest rate and the method of
accruing
interest shall be adjusted pursuant to the amended provisions without
giving Party A a prior notice. Where Party A’s repayment is overdue, and
the interest rate might be adjusted below the interest rate hereunder
during the foregoing term, the interest rate shall be subject to
the
interest rate hereunder; in case that the interest rate might be
adjusted
above the interest rate hereunder, the interest rate shall be subject
to
the new interest rate announced by the People’s Bank of
China.
|
Article
6 Advance and Repayment of Money Borrowed
| 1. |
Conditions
Precedent to the Advance of the Money
Borrowed
|
Party
B
is only obligated to advance the money borrowed upon the satisfaction of the
following conditions unless the same are wholly or partly waived by Party
B:
| (1) |
Party
A having completed the approval, registration, delivery and other
legal
procedures in respect of the loan hereunder according to relevant
laws and
regulations;
|
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4.32
| (2) |
Party
A having opened a deposit
account
at Party B, and will transact the settlement and deposit of the loan
herein through the foregoing
account.
|
| (3) |
If
a security is created for this Contract, a security contract or other
form
of security that satisfies Party B’s requirement having become
effective;
|
| (4) |
Party
A having committed no event of default set forth in this
Contract;
|
| (5) |
Other
conditions precedent to the advance of the loan as agreed by the
two
parties:
|
| 2. |
Party
B shall begin to advance the loan within five
bank business days after Party A has satisfied the foregoing
conditions.
|
| 3. |
Principles
of Repayment and Payment of
Interest
|
Party
A’s
repayment shall be subject to the principles of interest paid first and
principal repaid then. Party A shall pay to Party B all interest accrued on
the
interest settlement date. The first date of payment of interest shall be the
first interest settlement date after the advance of the money borrowed. All
interest accrued shall be paid at the time of final repayment.
| 4. |
Method
of Repayment
|
Prior
to
the
repayment date or the interest settlement date
provided
in this Contract, Party A shall deposit into an account opened at Party B enough
funds for any amount then due, and such funds will be automatically transferred
and paid to Party B, or, on the
repayment date or the interest settlement date
provided
in this Contract, Party A shall transfer funds from other account for the
repayment of the loan. If Party A fails to repay the loan in a timely manner,
Party B shall have the right to transfer and receive any funds from the account
opened by Party A at Commercial
Bank of Deyang’s
system.
| 5. |
Prepayment
|
Where
Party A repays the loan ahead of schedule upon Party B’s consent, the interest
shall be accrued based on the actual number of days the money is borrowed and
at
the interest rate set forth in this contract.
Article
7 Security of Money Borrowed
The
form
of security hereunder is Mortgage.
Both
parties shall enter into a security contract thereto. See Year 2006 De Xxxxx
Xxx
Xxx Di Zi No.045.
Article
8 Party A’s Right and Obligations
| 1. |
Party
A shall have the right to:
|
| (1) |
require
Party B to advance the loan according to this
contract.
|
| (2) |
use
the loan for the purpose provided in this
contract.
|
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4.32
| (3) |
require
Party B to keep secret of relevant accounting information and production
and operation related trade secrets provided by Party A, unless otherwise
provided by laws, regulations and
rules.
|
| 2. |
Party
A shall be obligated:
|
| (1) |
to
provide Party B with relevant materials including opening banks,
account
No. and loan & deposit balance, and to actively co-operate with the
lender’s investigation, examination and
inspection.
|
| (2) |
to
be responsible for the truthfulness, accuracy and completeness of
the
materials provided.
|
| (3) |
to
use the loan for the purpose as provided in this Contract without
misappropriating or embezzling the money
borrowed.
|
| (4) |
to
actively cooperate with and voluntarily accept Party B’s inspection of and
supervision over its production and operation and financial activities
as
well as the use of the money borrowed
hereunder.
|
| (5) |
to
repay the principal and interest of the loan in a timely manner according
to this contract.
|
| (6) |
Party
A and its investors shall not spirit its money away or transfer its
assets
to escape debts owing to Party B.
|
| (7) |
Party
A shall not prepay the other long-term loan without Party B’s
consent.
|
| (8) |
not
to use the assets generating from the loan hereunder to provide security
for a third party without Party B’s consent before its full repayment of
the interest and principal owing to Party
B;
|
| (9) |
to
give Party B a prior written notice and obtain Party B’s consent if Party
A intends to provide security for the debts of others during the
valid
term of this Contract, which may affect its ability to repay the
loan
hereunder;
|
| (10) |
to
give Party B a prior written notice, obtain Party B’s consent and arrange
for the responsibility of the repayment hereunder or paying off the
loan
ahead of schedule, otherwise Party A shall not commit any of the
following
prior to Party A paying off the loan hereunder: contracting, lease,
stock
system reform, association, merger, acquisition, division, joint
venture,
asset transfer, application for suspending business for internal
rectification, application for dissolution or bankruptcy, which will
definitely affect Party B’s realization of its rights as a creditor of the
loan and change the relationship between right and obligation as
provided
in this contract;
|
| (11) |
to
promptly notify Party B of any change in its name, legal representative
(person in charge), domicile, business scope or registered capital
during
the valid term of this Contract.
|
| (12) |
to
bear all expenses with respect to this Contract and the security
hereunder, such as legal fees, insurance, transportation, assessment,
registration, custody, appraisal and notarization expenses.
|
Article
9 Party B’s Right and Obligations
| 1. |
Party
B shall have the right to:
|
| (1) |
learn
the production, operation and financial activities of Party A and
require
Party A to provide relevant documents, such as plan statistics, financial
and accounting statements;
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4.32
| (2) |
deduct
and transfer from the account opened by Party A at Commercial Bank
of
Deyang’s system. any amount in any currency owing to Party B, where Party
B shall withdraw, or in advance, principal, interest, penalty interest,
overdue interest, compound interest and other payable by Party A
under
this Contract.
|
| (3) |
withdraw
the loan or terminate this contract, where the guarantor for the
loan
hereunder is winding-up, closed, deregistered, revoked its business
license, dissolved , in bankruptcy or loss, which will definitely
affect
the guarantor’s capability of security, and where the collateral
is decreased, damaged and lost.
|
| (4) |
withdraw
the loan or terminate this contract, where Party A shall commit any
of the
following prior to Party A paying off the loan hereunder: contracting,
lease, stock system reform, merger & acquisition, division, asset
transfer, application for suspending business for internal rectification,
application for dissolution.
|
| 2. |
Party
B shall be obligated:
|
| (1) |
advance
the loan fully and in a timely manner as provided in this Contract,
except
for any delay due to the reasons attributable to Party
A;
|
| (2) |
keep
secret of financial materials and production and operation related
trade
secrets provided by Party A, unless otherwise provided by laws,
regulations and rules.
|
Article
10 Liability
for Breach of Contract
Both
parties shall implement the obligations hereunder; any party who shall wholly
or
partly not implement the obligations hereunder shall be liable for breach of
contract.
| 1. |
Where
Party B does not advance the loan fully and in a timely manner as
provided
in this Contract, which adversely causes Party A’s loss, Party B shall pay
a certain sum of liquidated damages to the other party in light of
amount
of breach and number of days overdue, the calculation of which shall
be
identical to the interest calculation of the loan overdue, under
the
precondition that Party A shall fully implement the obligations
hereunder.
|
| 2. |
Where
Party A breaches any article herein, Party B shall have right to
take
retrieval measures by ceasing to advance the loan hereunder, withdrawing
the principal and interest of the loan having been
advanced.
|
| 3. |
Where
Party A fails to repay the loan hereunder during the term as provided
in
this contract, Party B shall have right to impose interest upon the
overdue loan, commencing from the date the loan is overdue, at the
interest rate herein plus 50%
,
to the date the principal and interest are repaid in
full
|
| 4. |
Where
Party A fails to use the loan for the purpose provided herein, Party
B
shall have right to impose interest upon the loan misused by Party
A,
commencing from the date the loan is misused, at the interest rate
herein
plus 100%
,
to the date the principal and interest are repaid in
full.
|
| 5. |
Where
the payable interest herein is not paid, Party B shall have right
to
impose the compound interest at executive interest
rate.
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4.32
| 6. |
Where
any guarantor hereunder fails to fulfill the obligations as provided
in
the security contract and to follow Party B’s indication to correct, Party
B shall have right to take retrieval measures by ceasing to advance
the
loan hereunder, withdrawing the principal and interest of the loan
having
been advanced.
|
| 7. |
Where
Party B takes legal proceedings to realize its creditor’s right because of
Party A’s breach of contract, Party A shall bear all expenses with respect
to the realization of the creditor’s right, such as legal fees, around
3%~5%
of
the amount disputed, and the accommodation and communication fees
paid by
Party B.
|
Article
11 Settlement
of Dispute
Any
dispute arising from the performance of this Contract may be settled through
negotiation. If no settlement could be reached, the dispute shall be dealt
with
according to (1)
below:
| (1) |
to
bring a lawsuit at the People’s Court where Party B’s domicile is located;
or
|
| (2) |
to
submit the dispute to [intentionally
left blank]
Arbitration Commission (the place of arbitration is [intentionally
left blank])
for arbitration according to its arbitration rules then effective
at the
time of submission. The arbitration award shall be final and binding
on
the two Parties.
|
In
the
course of lawsuit or arbitration, the Parties shall continue to perform those
provisions in this Contract which are not under dispute.
Article
12 Other
Matters Agreed
Article
13 Effectiveness
of this Contract
This
Contract shall become effective after it is signed by both Parties’ legal
representative (person in charge) or authorized representative and stamped
with
both Parties’ corporate seal.
Article
14 This
Contract shall be made in six counterparts.
Each Party hereto shall hold one.
Article
15 Representations
| (1) |
Party
A is fully aware of Party B’s business scope and scope of
authority.
|
| (2) |
Party
A has perused
each clause in this Contract. As requested by Party A, Party B has
explained correspondingly clauses in this Contract. Party A is fully
aware
of and understands the meaning and corresponding legal consequences
of
each clause in this Contract.
|
| (3) |
Party
A has the right to sign this Contract.
|
Party
A (corporate seal): Xxxxxx
Xxxxxxxxxx Seed Limited
Legal
representative (person in charge) or authorized representative (signature):
|
/s/
Xxxxxxxxx Xxxx
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/s/
CORPORATE SEAL
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Party
B (corporate seal): Deyang
City Commercial Bank
Legal
representative (person in charge) or authorized representative (signature):
|
/s/
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/s/
CORPORATE SEAL
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February
13, 2006
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Deyang
City Commercial Bank
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