Loan Contract of the Fixed Assets
Contract
No: YBZ No.0051,
2005
Loan
Contract of the Fixed Assets
The
Borrower (party A):
Pingdingshan Pinglin Toll Road Company, Ltd.
| Domicile(Address): |
The
Real Estate Mansion of Industrial and Commercial Bank of China, north
section of Zhongxing Road
|
The
Legal Representative:
/s/ Xx
Xxxxxx
The
Loaner (party B):
The
Pingdingshan Branch of Industrial and Commercial Bank of China
Domicile
(Address): Xx.00,
Xxxxxxxx xx Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxxxxxx Xxxx
The
Legal Representative (Principal):
/s/ Xxx
Xxxxxxx
Contents
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2
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Article
2 the Type of the Loan
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2
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Article
3 the Use of the Loan
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2
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Article
4 the Amount and Term of the Loan
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3
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Article
5 the Interest Rate and Interest Calculation of the Loan
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3
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Article
6 the Condition of the Drawing
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3
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Article
7 the Arrangement of the Drawing
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3
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Article
8 the Source of Repaying Capital and Repayment
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4
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Article
10 the Rights and Obligations of Both Parties
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5
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Article
11 the Responsibility of Breach
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6
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Article
12 Validity, Alternation, Rescission and Termination of
Contract
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7
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Article
13 Resolution of Dispute
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8
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8
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Article
15 Supplementary Provisions
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8
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Due
to
the need of Article 3.1 of the contract, Party A applies to loan from Party
B
hereby. Party B agrees to provide the loan to Party A. In order to define the
rights and obligations of both parties, according to the Contract
Law,
Lending
General Provisions
and
other relevant laws and regulations, both Party A and Party B conclude this
contract through equal negotiated consensus.
Article
1 Statement and Warranty of Party A
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1.1
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Party
A is an entity established lawfully with the qualification of legal
person
(or a branch authorized legally by the legal person), has the right
to
implement the contract lawfully.
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1.2
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The
draft loan project under the contract has been approved by relevant
government organs.
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1.3
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All
kinds of the accounting reports and material provided about the
investigation, review and management of the loan project are true,
accurate and complete.
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Article
2 the Type of the Loan
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2.1
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The
loan under the contract items is the loan for the fixed
assets.
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Article
3 the Use of the Loan
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3.1
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The
use of the loan under the contract is: the
construction of Pingdingshan-Linru Expressway Project.
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3.2
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Without
the written agreement of Party B, Party A cannot change the use of
the
loan defined in the contract.
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Article
4 the Amount and Term of the Loan
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4.1
|
The
loan amount under the contract is: RMB
600,000,000Yuan,
Spelling Six
Hundred Million Yuan.
(In case of any discordance, the spelling number shall prevail. The
same
bellow).
|
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4.2
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The
loan term under the contract is
months, from July
22, 2005
to
July 21, 2020.
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Article
5 the Interest Rate and Interest Calculation of the Loan
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5.1
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The
interest rate under the contract items is made once in a
year.
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5.1.1
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The
interest rate of the first year is taken as the annual interest rate:
5.508% (including all the loans lent physically within one year from
the
day the contract coming into
force);
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5.1.2
|
The
interest rate of the second year and the after years (the day of
the first
payment of sums of money shall prevail) is fixed legally by Party
B
according to the legal interest rate of the corresponding level at
that
time, and Party B shall inform Party A in the written form within
30 days
from the day the interest rate changed. But that whether it is delivered
or not doesn’t affect the
implementation.
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5.2
|
The
interest of the loan under this contract is counted by days and settled
every quarter. The settlement day of the interest is 20th of the
end month
of the quarter. The interest will be cleared as the capital is finished
when the term of the loan is over.
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3
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5.3
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The
interest of the loan under the contract is counted from the day of
drawing
the loan.
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5.4
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In
the process of the implementation of this contract, if the People’s Bank
of China adjusts the loan interest rate and the rate is suitable
for the
loan under this contract, Party B has no need to notice Party A but
use
the adjusted loan interest rate and method to calculate the interests
according to the stipulations.
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Article
6 the Condition of the Drawing
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6.1
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Before
each drawing, the Party A should meet the following
conditions:
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6.1.1
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Guarantee
that the contract is established judicially and has come into
force;
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6.1.2
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The
capital in cash and other capitals which should be raised of the
construction project with the loan under this contract has been in
place
in full amount according to the stipulated time and
proportion;
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6.1.3
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Hasn’t
overspend the cost or the overspent cost has been settled by
itself;
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6.1.4
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Has
finished the project progress according to the
plan;
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6.1.5
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Has
handled the drawing procedures to Party B as stipulated in the
contract;
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6.1.6
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Has
no breach event as stipulated in the
contract;
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6.1.7
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Has
provided other relevant material handling the loan as required by
Party
B.
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Article
7 the Arrangement of the Drawing
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7.1
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The
drawing mode of the loan under the contract is implemented as agreed
in
item
7.1.1 :
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7.1.1
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Party
A draws the loan once off on the day of
July 22, 2005,
and transfer the entire loan to the account opened by Party B.
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7.1.2
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Party
A draws the loan _/__ times totally, and the detailed drawing amount
and
date are as follows:
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7.1.2.1
|
RMB / Xxxx,
spelling / on
/
;
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7.1.2.2
|
RMB / Xxxx,
spelling / on
/
;
|
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7.1.2.3
|
RMB / Xxxx,
spelling / on
/
;
|
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7.1.2.4
|
RMB
/
Xxxx,
spelling / on
/
;
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7.1.2.5
|
RMB
/
Xxxx,
spelling / on
/
;
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7.2
|
Party
A shall draw the loan as agreed in item 7.1 of this contract. If
having
special reasons, Party A shall show the written application and can
draw
the loan in advance or putting off
/
days
through the written agreement of Party
B.
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7.3
|
If
Party A requires canceling all or part of the non-drawn loans of
this
contract, Party A shall put forward the written application to Party
B 30
days earlier than the drawing day as stipulated in this contract
and can
cancelled with the written agreement of Party
B.
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7.4
|
The
exact days of drawing and returning in this contract take the actual
days
recorded on the due bills handled by both parties. The due bills
or the
drawing document of the loan is the inseparable part of this contract.
Except the date, if other recorded events are consistent with this
contract, this contract shall prevail.
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4
Article
8 the Source of Repaying Capital and Repayment
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8.1
|
The
capital of the Party A returning the capital and interests of the
loan
under this contract items comes from the following but not limit
to:
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8.1.1
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The
business income and all the governable capitals;
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8.1.2
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The
undistributed profits, depreciation and promotion of the enterprise
every
year;
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8.2
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No
matter any other contract with Party A as one party have any agreement
about the capital source of returning the loan, the agreement doesn’t
affect Party A to implement the duties of the returning under this
contract items. No matter what situation appears, Party A cannot
cite item
8.1 to refuse to implement the duties of returning the loan under
this
contract;
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8.3
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Party
A should pay the interests in full amount quarterly according to
the
agreement of this contract, and repay the capital of the loan as
agreed in
item 8.3.2:
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8.3.1
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Repay
all in one time: Party A should repay all the loan capitals on the
day of
/
.
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8.3.2
|
Repay
all in many times: the detailed amount of the repayment and the date
are
shown as follows:
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8.3.2.1
|
RMB 420,000 Yuan ,
spelling
Four Hundred and Twenty Thousand Yuan
on
November
19, 2007;
|
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8.3.2.2
|
RMB
16,690,000 Yuan ,
spelling
Sixteen Million, Six Hundred and Ninety Thousand Yuan
on
November
19,2008
|
|
8.3.2.3
|
RMB
25,030,000Yuan ,
spelling
Twenty Five Million, Thirty Thousand Yuan
on
November 19,2009
|
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8.3.2.4
|
RMB
33,380,000Yuan ,
spelling
Thirty Three Million, Three Hundred and Eighty Thousand
Yuan
on
November 19,2010
|
|
8.3.2.5
|
RMB
66,760,000Yuan ,
spelling
Sixty Six Million, Seven Hundred and Sixty Thousand Yuan
on
November 19,2011
|
|
8.3.2.6
|
RMB
66,760,000Yuan ,
spelling
Sixty Six Million, Seven Hundred and Sixty Thousand Yuan
on
November 19,2012
|
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8.3.2.7
|
RMB
33,380,000Yuan ,
spelling
Thirty Three Million, Three Hundred and Eighty Thousand
Yuan
on
November 19,2013
|
|
8.3.2.8
|
RMB
33,380,000Yuan ,
spelling
Thirty Three Million, Three Hundred and Eighty Thousand
Yuan
on
November
19,2014
|
|
8.3.2.9
|
RMB
12,520,000Yuan ,
spelling
Twelve Million, Five Hundred and Twenty Thousand Yuan) on
November 19,2015
|
|
8.3.2.10
|
RMB
33,380,000Yuan ,
spelling
Thirty Three Million, Three Hundred and Eighty Thousand Yuan
on
November 19,2016
|
|
8.3.2.11
|
RMB
104,310,000Yuan ,
spelling
One Hundred and Four Million, Three Hundred and Ten Thousand
Yuan
on
November
19,2017
|
|
8.3.2.12
|
RMB
83,450,000Yuan ,
spelling
Eighty Three Million, Four Hundred and Fifty Thousand Yuan
on
November 19,2018
|
|
8.3.2.13
|
RMB
90,540,000Yuan ,
spelling
Ninety Million, Five Hundred and Forty Thousand Yuan
on
November
19,2019
|
|
9.2
|
Party
A has the duty to assist the Party B actively and make Party B to
sign the
contract of guarantee whose No. is with
the guarantor about the detailed guarantee affairs of this
contract.
|
5
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9.3
|
If
the guarantee under this contract items occurs changes negative to
the
creditor’s rights of Party B, Party A should provide Party B the
satisfactory guarantee separately according to the requirements through
the notice of Party B.
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Article
10 the Rights and Obligations of Both Parties
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10.1
|
the
rights and obligations of Party A:
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10.1.1
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To
draw and use the loan according to the terms and usage stipulated
by this
contract;
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10.1.2
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Cannot
return the loan in advance without the written agreement of Party
B;
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10.1.3
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To
accept actively the investigation, learning and supervision of Party
B to
the use situation under this contract
items;
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10.1.4
|
To
cooperate actively with the investigation, learning and supervision
of
Party B to the situation of the production, operation, the project
construction and the financial affairs, and has the obligation to
provide
Party B the report forms of the relevant periods, such as the profit
and
loss statements, the asset and liability
statements;
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10.1.5
|
To
support actively Party B to participate in the relevant affairs,
such as
the examination of the three calculations (budgetary estimate, budget
and
the final accounts), the project biding and the check and acceptance
of
the project etc.
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10.1.6
|
To
pay off the capital and interest of the loan under this contract
items
according to the agreement of this
contract;
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10.1.7
|
To
undertake the expenditure of the relevant cost under this contract
items,
including but not limiting to the cost used for the notarization,
the
appraisal, evaluation, registration
etc.
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10.1.8
|
To
the urging letter or files sent or delivered by other way by Party
B, send
off the acknowledgement of receipt within three day after signing
for
it;
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10.1.9
|
If
doing the actions, such as contract and leasing, restructuring the
joint
stock system, pooling, incorporating, annexing, splitting, reducing
the
capital, changing the stock rights, transferring the important assets
and
other actions enough to affect the rights and benefits of Party B,
Party A
shall notice Party B 30 days in advance, and get the written agreement
of
Party B, otherwise, cannot do the above acts before paying off all
the
debits.
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10.1.10
|
If
changing the industrial and commercial affairs of the registration,
such
as the domicile, communication address, business scope, the legal
representatives, should notice Party B in written form seven days
after
the changing;
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10.1.11
|
If
there emerges any event composing risk to its normal operation or
causing
grand negative effect to implementing the returning duty of the loan,
including but not limit to involvement of economic disputes, bankrupts,
the deterioration of the financial affairs etc, shall inform Party
B at
once;
|
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10.1.12
|
If
there emerge closures of the business, dissolutions, stopping doing
business for internal rectification, withdraw or cancellation of
the
business license shall inform Party B in written form 5 days after
the
emerging and ensure to return the capital and interest of the loan
at
once.
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10.2
|
The
rights and obligations of Party B:
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|
10.2.1
|
To
require the Party B to provide all the materials relevant to this
loan;
|
|
10.2.2
|
To
transfer and take from the account of Party According to the agreement
of
this contract or the laws the capital, interest, compound interest,
fined
interest and all the other cost Party A should repay according to
the
agreement of this contract;
|
6
|
10.2.3
|
To
the situation that Party A escape the supervision of Party B, fail
to pay
up the capital and interest of the loan and other serious breaches
to this
contract, Party B have the right to do the sanction of credit, report
to
relevant departments or units, urge to take the money publicly through
the
news medias;
|
|
10.2.4
|
To
provide the loan to Party A on schedule in full amount according
to the
agreement of this contract (except the parts falls to be paid by
Party
A);
|
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10.2.5
|
To
keep secret the material and situation provided by Party A about
its
credits, financial affairs, production, operation etc. except the
parts
stipulated in this contract or the laws and rules
separately.
|
Article
11 the Responsibility of Breach
|
11.1
|
Both
parties shall implement the obligations agreed in this contract after
it
comes into force. Either party shall undertake the responsibilities
of the
breach lawfully if it doesn’t implement or party implement the obligations
agreed in this contract.
|
|
11.2
|
If
Party A doesn’t handle or draw the loan as agreed in item 7.1 of this
contract, Party B has the right to calculate and take the delaying
penalty
by days according to the interest rate of this
contract;
|
|
11.3
|
If
Party B doesn’t handle and issue the loan as agreed in item 7.1 of this
contract, it shall pay the delaying penalty by days according to
the
interest rate of this contract.
|
|
11.4
|
If
Party A return the loan under the contract items in advance without
the
written agreement of Party B, Party B has the right to calculate
and take
the interest according to the loan term and interest rate agreed
in this
contract.
|
|
11.5
|
If
Party A doesn’t repay the capital and interest of the loan under this
contract items by termination, Party B has the right to make it pay
off in
the limited time, do the counteracting right to all the account capital
opened by Party A under the account of Party B, at the same time,
calculate and take 2.295% interest by days to the overdue loan, calculate
and take compound interest to the non-paid
interest.
|
| 11.6 |
If
Party A fails to make use of the loan as agreed in the contract,
Party B
has right to stop extending loan period, return part or even all
loan in
advance, or cancel the contract, charge 3.06/10000 interest by day
for the
loan default usage of Party A, and charge compound interest for unpaid
interest.
|
| 11.7 |
In
the process of using loan, if Party A encounter has the situations
listed
in items 11.5 and 11.6 at the same time, Party B may punish it in
term of
seriousness,
but cannot fine
concurrently;
|
| 11.8 |
If
Party A has one of the following actions, it shall correct its actions
and
adopt satisfactory remark measures within 7 days after receiving
the
notice from Party B, or Party B has right to stop or cancel loan
undeliverable of Party A, return part or all loan in advance, if
the loan
cannot returned, it shall charge penalty by day based on overdue
lending
rate;
|
| 11.8.1 |
Party
A provides false or hidden balance sheet, income statement and other
financial information;
|
| 11.8.2 |
Party
A fails to cooperate or refuse to accept supervision
on lending, production
operation and financing activities of Party
B.
|
7
|
11.8.3
|
Without
consent of Party B, Party A cannot transfer or punish, threateningly
transfer or punish the important parts of assets;
|
|
11.8.4
|
Important
parts or all assets were occupied by other creditor, were take
over by
designated client, recipient or similar personnel, or its assets
was
detained or froze, which may make party B suffer heavy
loss.
|
|
11.8.5
|
Without
the consent of the party B, Party A has a series of actions such
as
contract, lease, transformation in line with stock system, affiliation,
combination, merger, joint investment, splitting, capital reduction,
stock
rights alteration, important assets assignment, and other actions
are able
to affect the realization of rights and benefits of party B, which
threats
to the claim security of party B.
|
|
11.8.6
|
It
has the matters for industrial and commercial registration such
as
alteration of accommodation, mailing address, business scope and
legal
representative, or has the important investment to the outside
etc., which
causes the serious influence or menace on the claim of party
B.
|
|
11.8.7
|
Party
A involves serious financial disputes or financial position deteriorates
which affects or threats the realization of claim of party
B.
|
|
11.8.8
|
Other
situation may cause the realization of claim under the loan contract
of
party B may suffer from menace or serious
loss.
|
Article
12 Validity, Alternation, Rescission and Termination of
Contract
|
12.1
|
This
contract comes into effect upon both parties’ signature and seal, with
guarantee, it shall come into effect along with the validity of
the
guarantee contract, and ending on the date of lending principal,
interest,
compound interest, default interest, penalty and all other accrued
charge
under this contract paid off.
|
|
12.2
|
Party
B has right to cancel the contract, and asks Party A to repay principal
and interest in advance and compensate for the loss, if one of
the
following situations occurs:
|
|
12.2.1
|
Conditions
of Party A as: go out of business, dissolve its company, stop doing
business for internal rectification, or its business license is
revoked or
cancelled;
|
|
12.2.2
|
The
guarantee under this contract has unfavorable changes about financial
claim on Party B, and Party A hasn’t provided needed guarantee
separately;
|
|
12.2.3
|
Other
serious breach acts.
|
|
If
Party A calls for extending of credit period, it shall present
a written
application and a written opinion on continuative guarantee of
guarantee
to Party B 30 days prior to the expiration of contract. After being
examined by Party B, signing the extending of credit period agreement,
the
loan period under this contract may extend correspondingly; this
loan
contract shall be executed continuously before the period extending
agreement signed by two parities.
|
|
|
12.4
|
After
the contract coming into effect, it can’t be changed without permission or
cancelled in advance except existing stipulation of this contract,
if they
really need to alter or terminate this contract, two parties shall
reach a
written agreement through consultation friendly. Before reaching
an
agreement of, this contract shall be executed
constantly.
|
8
Article
13 Resolution
of Dispute
13.1
Dispute exist in
the
process of executing this contract, Party A and Party B shall settle the
disputes through friendly negotiations; if no settlement, dispute shall be
settled in term of item 13.1.2
as
follows:
13.1.1
It
may be arbitrated by
/
.
13.1.2
It
may be settled by lawsuit at local court of Party B.
Article
14 Other matters agreed upon by both parties
14.1
Upon
the consensus of both parties through consultation, the Article 5 and Article
2
under this contract are changed as follows: the lending interest under this
contract be charged by days, interest settlement monthly, interest expiration
date on 20th of every mouth, the interest shall be paid off along with principal
when the loan expiration. Rights and obligations of both parties shall agree
to
the changed contents.
14.2
The
non-completely matters in this contract is in Attachment 1 .
14.3 .
Article
15 Supplementary Provisions
15.1
The
attachment of this contract is an inseparable part of the contract and has
the
equal legal force with the original of the contract.
15.2
In
the process of fulfilling this contract, if some drawing and repayment date
is
the non-banking day, it shall postpone to the next banking day.
15.3
This
contract shall have two originals and each party will have one of them, which
has the equal legal force.
Party
A
(common seal): The Pingdingshan Pinglin Toll Road Company Ltd.
Legal
representative (Or the authorized agent): Xx Xxxxxx (signature)
July
29,
2005
Party
B
(common seal): Industrial and Commercial Bank of China, Pingdingshan
Branch
Legal
representative (or person in charge) (Or the authorized agent): Xxxxx Xxxxx
(signature)
July
22,
2005
Attachment
I
According
to Contract
Law, Guaranty Law and
other
relevant laws and regulations, for the unstated terms in “Other Terms as Agreed
upon by Both Parties” of the main contract, the two parties add the following
terms upon consensus through equal
negotiation:
I.
Party
A shall timely, fully and correctly disclose
the
relationship among related parties and related business to Party B. Party B
has
the right to take remedy measures stipulated by main contract and the law if
Party A fails to fulfill the obligation of the above information disclosure,
or
Party A and related parties have one of the following situations, which may
cause unfavorable influence on the performance of obligations under the main
contract of Party A:
9
1.
Financial condition of Party A’s related party deteriorates;
2.
Party
A or its related party is investigated and prosecuted as a case or taken
punishment measures in accordance with law by judicial authority, administrative
law enforcement authority for taxation, industrial and commercial, and
administrative management authority;
3.
There
are changes occurred in controlling and controlled relationships between Party
A
and its related parties;
4.
The
related party of Party A involves or may involve in important economic dispute,
lawsuit and arbitration;
5.
Main
investors individual or key administrator of Party A have abnormal changes,
or
they are investigated or the personal freedom is restricted by judicial
authority for suspected illegal behavior;
6.
Other
matters may cause adverse influence on Party A raised by its related
party.
According
to the Accounting
Standard for Business Enterprises-Disclosure of Related Party Relationships
and
Transactions,
the
related parties hereof refer to:
1.
Other
enterprises directly or indirectly controlled by Party A, or other enterprises
directly or indirectly control Party A, and other enterprises controlled by
the
same enterprise together with Party A;
|
2.
|
Joint
enterprise of Party A;
|
|
3.
|
Affiliated
enterprise of Party A;
|
|
4.
|
Main
investor individual, key administrator and intimate family members
of
Party A;
|
| 5. | Other enterprises directly controlled by main investor individual, key administrator and intimate family members of Party A; |
Other
words in this Article and the same words in Accounting
Standard for Business Enterprises-Disclosure of Related Party Relationships
and
Transactions
have the
same meanings.
II.
Party
A shall regularly report the guarantee condition to any other party to Party
B,
and promise that the information and guarantee amount provided for Party B
are
complete, real and accurate.
III.
Party A shall faithfully report the usage of each loan to Party B, promise
that
all loan borrowed from Party B will not flow into securities market and futures
market in any from, and will not violate the relevant state regulations for
equity capital investment.
IV.
If
one of the following conditions occurs during the period of loan, Party B has
the right to terminate loan in advance, stop extending unissued loan, and ask
Party A to repay the partial or whole issued loan in advance, or ask Party
A to
provide legal and valid guarantee approved by Party B:
1.
Without the written approval of Party B, Party A sets mortagage or provides
guarantee to other parties with its valid business property, which increases
the
loan risk of Party B;
2.
Some
indexes such as credit rating, profitability, assets-liabilities ratio, net
cash
flow of business activities of Party A are not in conformity with the credit
loan conditions of Party B, or there are great changes on its production
operations and financial condition, which rise serious adverse influence on
Party B’s loan security.
V.
Party
B has made clear prompts to Party A about the underline parts of contract
attachment and main contract to draw enough attention of Party A, and made
explanation according to the demand of Party A. Party A fully understand the
actual meanings of underline parts and voluntarily promise to accept these
terms.
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VI.
Party
A is willing to undertake all the expenses rising from recovering claim of
Party
B, which include but not limit to attorney fees, legal cost, preservation cost
and execution expense, etc.
VII.
The
attachment is an important part of the main contract on “Other Terms as Agreed
upon by Both Parties”, which has the equal legal force with main contract, and
will not be invalid because of the invalidity of main contract.
VIII.
In
this attachment of contract, Party A refers to Pingdingshan
Pinglin Toll Road Company Ltd.,
Party
B refers to Industrial and Commercial Bank of China, Pingdingshan Branch, and
the number of main contract is
YBZ
No.0051, 2005
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