Loan Agreement
Exhibit
10.18
Agreement
#21028101-2009(Borrow) 0002
The
Borrower: Dalian Chuming Meat Factory Co., Ltd
Business
License Number:210-28121237193-2137
Legal
representative: Shi Huasha
Address:
0000 Xxxxxxxx xxxx
Xxxxxxx:000000
Basic
deposit accounts and Bank account number: Wafangwu Branch of the
Agriculture Development Bank 20321028100100000072741
00000000000000000000000
Tel:0000-0000000
The
Lender: Wafangwu
Branch of
the Agriculture Development Bank
Legal
representative: Xx Xxxxx
Address:
5 Wafangwu city
Zipcode:116300
Tel:
0000-00000000
Pursuant
to the relevant laws and regulations, after negotiating, the parties hereby
agree as follows:
Article 1
Loan Type
The loan
type under the agreement is: Working Capital Loan
Article 2
Purpose of loan
The loan
purpose under the agreement is : live pig Purchase, Without the written consent
of the lender the borrower may not change the purpose of the contract of
borrowing.
Article 3
Amount and currency:
The
amount under the agreement is :RMB60,000.000Yuan
Article 4
Loan term
Borrowings
under this contract period is 3 months, from October 30, 2009 to January 30,
2010. The borrower under the agreement starting date and duration of both
lenders and borrowers apply for a loan certificate is inconsistent as to when
the first withdrawal on the loan documents recorded in the closing date. Loan
certificated an integral part of this contract, and this agreement has the same
legal effect.
Article
5
5.1 This
agreement interest rate for borrowing under the ___annual___ interest rate, the
interest rate for the following ___ term.
5.1.1
People's Bank of China announced __one-year__ lending rate, the interest rate is
:_51.3_%.
5.1.2
People’s Bank of China announces based on the interest rate of ____,
____(upwardly/downwardly)___%, the interest rate is ___%.
5.1.3
People’s Bank of China announces based on the interest rate of ____, ____(
upwardly, downwardly)___%, the interest rate is ___%.
1
5.2 The
interest rate of the loan agreement, in case of encountering in the People's
Bank of China benchmark lending interest rate adjustment, execute as section ___
below.
5.2.1 A
fixed interest rate period of the loan, the interest rates remain
unchanged
5.2.2
Adjust at any time, interest accrual by sections
5.2.3 Until
the actual withdrawal date, adjustment as a (xxxx/monthly/yearly) mode, interest
accrual by sections.
5.3 The
penalty interest rate under the agreement is under yearly interest rate,
include:___
5.3.1
Late penalty rate of borrowing for the borrower in the agreement
interest rate surcharge of ___%
5.3.2
Purposes of this agreement fails to use the borrowing penalty rate for borrowing
in the agreement interest rate on a surcharge of ___%
5.4
Borrowing under this contract, penalty rate, in case of encountering
the PBC benchmark lending interest rate adjustments , perform as the following
section ___ as agreed above.
5.4.1
Unregulated
5.4.2
Adjust at any time, interest accrual by sections
5.5
Borrowers use the loans under agreement, as the emergence of late, or fails to
present under the agreement, the lender accrue the penalty interests as the
higher interest rate of these two situations.
5.6
Interest accrued and expiry of interest
5.6.1 The
accruing day of the loan interest begin from the actual date
of withdrawal under a daily mouthed, the calculation of the interest
in accordance with the actual loan using day under the agreement .
5.6.2
Contract of borrowing in this period, the borrower can not pay the interest on
schedule ,------( total income / income excluding) compound. Total recovery of
profit, according to this contract the implementation of the borrowing
rate
5.6.3 In
the event of overdue loans or the borrower fails to use this loan under the
agreement , the lender shall accrue the penalty rate for the unpaid interest
under the agreement.
5.6.4 The
loan under the agreement expiry interest as a ______(month/quarter) mode, the
expiry date is every ______(month/last month of the quarter) the 20th.
5.6.5 If
encounter the People's Bank adjust the loan interest rate and this regulation
apply to this agreement, the lender is entitled to calculation the new default
interest and the interest rate as the PBC regulation, without notice to the
borrower
Article 6
Withdrawal
6.1
Borrower's withdrawal, it should meet the following prerequisites, or else the
lender the right to refuse the borrower's withdrawal application
6.1.2 In
accordance with relevant laws and regulations, completed under this contract
than the prospective borrower, registration, delivery and other statutory
formalities
6.1.3 Not
occurred in this matter of the contract breach
6.1.4
Other related materials need to be provided which have been requited by
lenders.
6.2
Borrowers withdrawal plan as following:
6.2.1
_2008__year_10__month_30_day, amount_34.000.000_
6.2.2
__2009_year_10__month_30_day, amount__26.000.000_
6.2.3
___year___month__day, amount________
6.2.4
___year___month__day, amount________
6.2.5
___year___month__day, amount________
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6.3 Due
to special reasons, the borrower can not be agreed upon in accordance with
paragraph 6.2 of this withdrawal, she should submit a written application to the
lender ____working day in advanced, after the written consent of the lender, she
can advance or delay ___days to withdrawal.
6.4
Borrower requests for cancellation of entire or partly of the loan without
withdrawal , she should submit a written application to the lender ____working
day in advanced, after the written consent of the lender, the agreement can be
canceled.
Article 7
Prepayment
7.1
Borrowers should be in full accordance with the agreement scheduled to pay
interest, according to the following section __ of the agreement to repay the
principal amount of loan.
7.1.1 The
last payment should no later than the expiration date in accordance with the
agreement
7.1.2 The
plan as below:
7.1.2.1
__2009_year_12_month_17_day, amount__20.000.000_
7.1.2.2
_2009__year_12__month_30_day, amount_14.000.000_
7.1.2.3
_2010__year_1__month_10_day, amount__26.000.000_
7.1.2.4
___year___month__day, amount________
7.1.2.5
___year___month__day, amount________
7.2
Except the situation under the section 7.1.1, in case of the borrower
to repay principal in advance, she should submit a written application to the
lender ____working day in advanced, after the written consent of the lender the
borrower could repay part or entire loan principal. If it is early repayment of
part of the principal of borrower, it should be the opposite according to the
order of repayment plan.
7.3
Borrower shall open an account of supply thereafter, interest and principal and
interest payable before the expiry date for interest and the payable day of
principal, and
Authorize the
lender to draw the amount directly from the borrowers account at the expiry date
for interest or the payable day of principal.
Article 8
The borrowing instrument in according with the agreement is section __as
following :
8.1 By
form of credit
8.2 By
form of ________guarantee, guarantee contract entered into separate, agreement
number :_____________
Article 9
The borrower’s rights and obligations
9.1 The
borrower is entitled to know the information about the loan policy, interest
rate policy etc. from the lender.
9.2 The
borrower is entitled to withdrawal and use the loan under the loan agreement
policy.
9.3
Subject to the conditions required by the lender, the borrower is entitled to
apply for the loan extension.
9.4 the
borrower is entitled to ask the lender to keep the debt, finance, production,
management and other aspects of information to be confidential, except other
laws and regulations and the agreement as agreed.
9.5
Guarantee the authenticity, accuracy, completeness and validity of the provide
materials during the loan review process.
3
9.6 In
accordance with the lender, the borrower shall provide true,
complete, legal and effective financial and accounting statements and other
relevant documents, materials and information, accept and cooperate with the
lenders for their production and management of material inventory, financial
situation, usage of the loan.
9.7
Borrower should full pay the principal and interest in accordance with the
agreement.
9.8. The
Borrower shall immediately with in 15 days in advanced send the written notice
to the Lender if the event of changing in its name, legal representatives,
business address, business scope, and other business registration items
occurs.
9.9 In
the event the Borrower provides guarantees to the third party, or the main
property mortgage, pledge to the third party the Borrower shall send the prior
written notice in 30 days advanced to ask the Lender ‘s request and
consent.
9.10 The
borrower and its controlling shareholder, and other related significant related
party transactions between the companies (including, but not limited to,
purchase and sale of a major association contracts, leases, supply of raw
materials, financial transactions, etc.) or to change the way of its affiliates,
or its controlling shareholders and other related company or a serious financial
crisis, the borrower should be in the circumstances after three days written
notice to the lender.
9.11 In
the terms of the contract, the borrower who resort to contracting, leasing,
joint-stock reform, joint, separation, consolidation (mergers), a joint venture
(cooperative), capital reduction, changes in ownership, transfer or disposition
of assets, foreign investment or other significant enough to affect the lender
claims to achieve the behavior, it should be 30 days in advance written notice
to the lender and the implementation by the written consent of Lender under this
agreement, the responsibility of the borrower debt settlement, or to provide a
written approval by the lender and other legitimate and effective security, or
in the settlement of this until all obligations under the contract take
actions
9.12
Borrower’s business meet serious difficulties in production and operations,
financial condition deteriorated, design major economic disputes or other
significant adverse consequences for property status of any litigation,
arbitration or criminal, administrative penalties and other circumstances, or
main part of its property have all been possession of other
creditors, or appointing a trustee, receiver or similar officer to take over, or
property was seized or frozen, may suffer serious losses of
the lender, the borrower should work with the situation after three
days written notice to the lender, and In accordance with the requirements of
lenders to ensure that the principal and interest under the contract and all
other costs the borrower to repay in full protective measures.
9.13 In
the term of the contract, the borrower event of shutdown, go out of business,
was ordered to stop operation has been cancel the registration, was revoked
business license revoked, application or filed for bankruptcy, was to dissolve
such circumstances, the borrower shall, written notice to the lender 3 days
advanced and guarantee the lender a written request the return of loan principal
and interest, or to provide written approval by the lender's claim protective
measures.
9.14 In
case of the loan as the method of guarantee under the agreement, Security
changes take place which is negative for the debt for the lender, the borrower
shall provide other legal guarantees with the written consent of the
lender.
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9.15
Should bear with legal services, insurance, transportation, evaluation,
registration, storage, appraisal, notary fees, etc. under the agreement and the
guarantees relating to the agreement
Article
10 The lenders right and Obligations
10.1 The
Lender may be entitled to access the information of the Borrower concerning the
business operation, financial activities, inventory and use of loan and may
require the periodic provision of financial statement or other materials,
instruments or information by the Borrower.
10.2 Any
early-recovered principal, interests, penalties, compound interests and any
other payment due to the Lender may be deducted by the Lender directly from the
bank account of the Borrower.
10.3 The
borrower to avoid the lender supervision, and default on a loan principal and
interest or other serious breach, the lender is entitled to impose sanctions on
credit, inform the relevant department or notice through the news
media for collection.
10.4 The
Lender shall provide loan to the Borrower in accordance with this
agreement.
10.5
Should keep the debt finance, production, management and other aspects of
information provided by the borrower confidential, except as otherwise provided
by law or the agreement.
10.6 In
the term of the agreement, in case of the lender change the name, residence,
mailing address, should be from the change within 15 days from the date of the
change by written notice to the borrower.
Article
11 Breach
11.1
After the agreement come into force , both sides parties should fulfill the
contract obligations, any party who does not perform or not to meet the
obligations of this contract should bear the legal responsibility under the
law.
11.2 1.
In the event the Lender is not in compliance with the agreement withdrawal the
loan, the lender should pay the for the borrowing rate by the number of days to
menstruation the lender should pay liquidated damages for delay under this
agreement
11.3 In
the event the Borrower is not in compliance with the agreement to repay the
principal, the Borrower should pay for the borrowing rate by the number of days
to menstruation the borrower should pay liquidated damages for delay
under this agreement
11.4
Without the written consent of the lender, the borrower ahead of the return of
loan Borrower should pay for the borrowing rate by the number of days to
menstruation the borrower should pay liquidated damages for delay
under this agreement
11.5 The
borrower is not able to perform the prepayment of the loan , the lender is
entitled to limit settlement, directly withdrawal all the principal and interest
of the debt due from any accounts which the borrower opened from the
lender.
11.6 The
borrower fails to use this loan under the agreement, lender is entitled to stop
issuing loans, borrow, or cancel the contract early retirement. The loan which
the borrower used breach the agreement, from the date of breaching, accrue
default interest , also accrue the default interest of the unpaid
interest.
11.7 In
case of any situation below occurs, the lender is entitled to stop issuing
loans, or cancel the loan which the borrower has not withdrawal, to
recover part or all of the loan in advance, the loans which can not be
recovered, according to overdue loan penalty rates of liquidated damages, accrue
the penalty with a default interest rate as a daily mode.
11.7.2
Breach of the Article 9 term9.9
5
11.7.3
Breach of the Article 9 term9.8, The lender claims to achieve severely affected
or threatened
11.7.4
Breach of the Article 9 term9.9,
11.7.5
Breach of the Article 9 term9.10, Affect the safety of the lender
claims
11.7.6
Breach of the Article 9 term9.11
11.7.7
Breach of the Article 9 term9.12
11.7.8
Any other active could lead to claims threaten the achievement or loss of the
lender
11.8
Result due to the borrower defaults, the lender to take litigation, arbitration
and other legal means to achieve debt, the borrower should bear the lender to
pay for this attorney's fees, travel and other expenses.
Article
12
12.1 The
agreement becomes effective on the date the parties sign or seal the agreement ,
in case of guarantee, in according with the Article 8, term 8.2, effective as
long as the agreement get effective.
12.2
Borrowers who can not return the loan on schedule, need to apply for an
extension, it should be with in ____day before the expiry day of the agreement
in writing to the extension application to the lender, if its a secured loan,
the borrower must provide a guarantor agreed to continue the secured loans
written comments or otherwise recognized by other legal and effective security,
examined and approved by the lender after the loan extension agreement
signed.
12.3 In
case any situation occurs, the lender is entitled to cancel the agreement , and
Require the borrower to return the principal and interest in accordance with the
agreement in advance, compensation for the losses
12.31
Breach of the Article 9 term9.13,
12.3.2
Breach of the Article 9 term9.14,
12.3.3
The borrower fails to pay interest continuingly for ___(Month /quarter ) or
cumulatively for ___(month/quarter)
12.3.4
Others
12.4
After the effective of the agreement , neither the borrower nor the lender shall
are change or cancel the agreement , in case of need to have change or cancel
the agreement , both parties shall notify the other party in writing, consensus
by both parties reach a written agreement.
Article
13 Dispute Resolution
13.1 In
the event of a dispute during the performance of the agreement ,shall settled by
negotiation with both parties , otherwise chose the following
solution.
13.1.1
Submit a law suit to the people’s court of the lenders locality
13.1.3
Submit to __________arbitration committee, (address
_______________)
In
accordance with the arbitration rule which is effective .
13.2
During the litigation or arbitration, the articles which don’t involve the
dispute under the agreement still need to be performed.
Article
14 Others
14.1_________________________________________________________.
14.2_________________________________________________________.
14.3_________________________________________________________.
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Article
15 Supplementary articles
15.1
Unless otherwise agreed by the contract, all the notice between borrower and the
lenders should be in writing form. Any telex, telegram has been issued from the
lender to the borrower , as long as the delivery of the telex and the letter
deliver to the post office , deemed to have been served to the
borrower.
15.2 This
supplementary articles is an integral part of main agreement, has the same
effect as the agreement.
15.3
During the perform of the agreement, in case of any withdrawal date or repayment
date is holiday, extend to the nest business day.
15.4 This
Agreement shall be executed in _____ copies, the Borrower have _______copy ,the
Lender has ______copy, all those shall have the same legal effect.
16
Notice
The
Lender has noted that the Borrower shall make thorough reading and comprehensive
understanding on the provisions herein and has made the corresponding
explanation and interpretation at the request of the Borrower. Finally, there is
not any dispute or controversy on this Agreement between the Parties
hereto.
Borrower:
Legal
representative:
Date:
20/30/2009
Lender:
Legal
representative:
Date:
20/30/2009
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