Renminbi Fund of China Development Bank General Loan Contract (For Expressway Project)
The
contract No.: 4100520082004020187
Renminbi
Fund of China Development Bank
(For
Expressway Project)
The
loan
type: Fundamental Construction
The
project name: The Expressway Project from Pingdingshan to Linru of Henan
Province
The
borrower: The Pingdingshan Pinglin Toll Road Company Ltd.
The
loaner: China Development Bank
The
Borrower:
The
Pingdingshan Pinglin Toll Road Company Ltd.
Address:
The
Real
Estate Mansion of Industrial and Commercial Bank of China, North Section of
Zhongxing Road
The
legal
representative: Xx Xxxxxx
Post
Code: 467000
The
transactor: Xxxxx Xxxxxxxx
Telephone
No.: 00-000-0000000
Fax:
00-000-0000000
The
loaner:
China
Development Bank
Address:
Xx. 00, Xxxxxxxxxxxxx Xxx. Xicheng District, Beijing City
The
legal
representative: Xxxx Xxxx
Post
Code: 100037
The
Handling Branch: The Henan Branch of China Development Bank
Address
of the Branch: 16-18 floors of the Henan Newspaper Mansion, Xx. 00, Xxxx
Xxxxxxx
xx xxx
Xxxxxxxxxxx Xxxx, Xxxxxxxxx Xxxx
The
Superintendent of the Branch: Xxx Xxxx
Post
Code: 450008
The
transactor: Xxxx Xxxxxxx
Telephone
No.: 00-000-00000000
Fax:
00-000-00000000
For
the
construction of Pingdingshan-Linru Expressway Project of Henan Province, the
borrower applies to the loaner for a RMB loan, and the loaner agrees to issue
the loan. In accordance with the stipulations of relevant state laws and
regulations, the loaner and borrower conclude this contract upon consensus
through consultation, abiding by the principles of equality, voluntariness,
fairness, honesty and credibility.
Article
1 Definition
Unless
otherwise stipulated by the contract, the following words used in this contract
shall have the definitions as below:
I.
Loan
amount: refers to the loan amount that the loaner agrees to offer to the
borrower.
II.
Drawing date: refers to the date of transferring loan fund to deposit account
which is specified in the contract by the two parties.
III.
Principal repayment date: refers to the date of repaying the principal by the
borrower that is stipulated in the contract.
IV.
Loan
account: is the account opened by the handling bank branch of the loaner to
the
borrower for recording such matters as loan principal issue and repayment of
principal and interest.
V.
Deposit account: is the account opened by the handling bank branch or settlement
handling bank for the borrower to transact loan, transfer, deposit and
settlement operations.
VI.
Fund
payment: refers to the activity of paying loan fund by the loaner to the deposit
account of the borrower opened in the handling branch or settlement handling
bank in accordance with the demands of the borrower.
VII.
Handling bank branch: refers to the branch office of the loaner specifically
in
charge of such relevant matters as signing contract on the project and
management after loan in accordance with the authorization of the loaner.
VIII.
Settlement handling bank: refers to the bank responsible for providing
settlement service for the borrower and supervising the use of loan fund related
to the Contract as required in accordance with relevant agreement.
IX.
Grace
period: is the term for the borrower to pay loan interest only without repaying
the principal.
X.
Business days: refer to the working days of the loaner excluding statutory
holidays and public holidays.
XI.
Overdue loan: refers to the loan that is not repaid as per the principal
repayment date agreed in the Contract.
XII.
Diverted loan: refers to the loan diverted to other purposes instead of those
agreed in the Contract.
XIII.
Interest settlement date: is the date on which the borrower shall pay the
interest to the loaner. The interest settlement date specified in the contract
is the 20th of March, June, September and December every year. The last interest
settlement date under the contract is the principal repayment date of the last
loan, clearing
the interest with the principal. In case of the statutory holiday and public
holiday, the settlement date shall be postponed to the first business day of
the
loaner after the statutory holiday and public holiday; however, if the first
business day of the loaner after the statutory holiday and public holiday is
not
in the same month with the settlement date specified in the contract, the
settlement date shall be moved up to the last business day before the holiday.
Article
2 Loan amount
The
loan
amount under the contract is RMB 1, 700,000,000 Yuan (only one point seven
billion Yuan).
Article
3 Usage of Loan
The
usage
of the loan under the contract is: Pingdingshan-Linru Expressway Project of
Henan Province.
The
borrower is not allowed to unwarrantedly use or divert the loan under the
contract or use the fund in the fields explicitly prohibited by our country.
A
penalty interest shall be paid by the borrower in case of loan diversion.
Article
4 Loan Term
The
loan
term is from the drawing date of the first loan to the principal repayment
date
of the last loan stipulated in this contract, namely, from November 29, 2004
to
November 28, 2022, 18 years in total. Among the term, there is a grace period
for 3 years, namely, from November 29, 2004 to November 28, 2007.
Article
5 Loan Interest Rate, Loan Interest, Penalty Interest and Compound
Interest
The
interest rate applied for the first time under the contract is 6.12% annually.
The
loan
rate under the contract shall be adjusted once a full year since the drawing
date of the first loan. Its adjusting standard shall be determined by the
parties through further consultation. The adjusted rate shall be benchmark
loan
rate on adjusting day of the same level and period published by the People’s
Bank of China in case both parties have not reached an agreement.
The
penalty rate shall be charged on any overdue loan or diverted loan under the
contract from the date of expiration or diverting day, until the overdue is
returned or the act of diversion is corrected.
The
penalty rate of overdue loan = loan rate in the contract × 130%
The
penalty rate of diverted loan = loan rate in the contract × 150%
If
the
same loan is overdue and diverted simultaneously, the penalty rate on it selects
the more serious one.
The
compound interest is charged on the interest that cannot be paid as scheduled,
and of which the compound interest is charged with the respective penalty rate
on overdue loan or diverted loan whose interest not paid as scheduled.
The
interest shall be calculated on the loan under the contract from the date when
the loaner transfers the fund into the deposit account of the borrower. The
borrower shall put the interest payable into the deposit account opened by
handling bank branch of the loaner before the interest settlement date, and
the
loaner collects it directly from the account; the borrower shall bear relevant
expenditure of fund in transit in case of failure to pay the interest payable
as
specified in the contract.
Article
6 Terms of Drawing
The
borrower shall conduct drawing subject to the fulfillment of the following
terms:
I.
The
loan contract shall remain in effect and the borrower has not conducted the
acts
in breach of contract;
II.
The
capital fund shall be paid in the same proportion with the progress of the
project;
III.
The
application submitted by the borrower to the loaner through the “Forward Counter
Network System” shall be in accordance with the relevant agreement signed in
this respect;
IV.
The
pledge contract as required by the Contract has been signed and come into
effect.
Article
7 Drawing
The
specific drawing plan of the loan fund under the contract shall be conducted
in
accordance with the annual loan contract signed by the borrower and the
loaner.
The
borrower shall submit the
Loan
Voucher to
the
handling bank branch of the loaner before the agreed drawing day.
In
case
of unable to draw the loan as per the date and the amount required by the
contract for special reasons, the borrower shall present an application in
written form to the loaner 15 days before the agreed drawing day, and sign
the
Agreement of Drawing Plan Change after examined and approved by the loaner.
If
the
borrower has not drawn the loan according to the date and amount agreed in
the
drawing plan or the Agreement of Drawing Plan Change, the loaner has the right
to put the fund as per agreed date and amount directly into the deposit account
of the borrower opened by the handling bank branch of the loaner.
Article
8 Repayment
The
borrower shall repay the principal and interest due on time and in full
according to the repayment plan stated below:
RMB
1
million Yuan on November 29, 2007;
RMB
19
million Yuan on May 20, 2008; RMB 20 million Yuan on November 20,
2008;
RMB
20
million Yuan on May 20, 2009; RMB 20 million Yuan on November 20,
2009;
RMB
20
million Yuan on May 20, 2010; RMB 20 million Yuan on November 20,
2010;
RMB
20
million Yuan on May 20, 2011; RMB 20 million Yuan on November 20,
2011;
RMB
20
million Yuan on May 20, 2012; RMB 20 million Yuan on November 20,
2012;
RMB
60
million Yuan on May 20, 2013; RMB 60 million Yuan on November 20,
2013;
RMB
60
million Yuan on May 20, 2014; RMB 60 million Yuan on November 20,
2014;
RMB
60
million Yuan on May 20, 2015; RMB 60 million Yuan on November 20,
2015;
RMB
60
million Yuan on May 20, 2016; RMB 60 million Yuan on November 20,
2016;
RMB
60
million Yuan on May 20, 2017; RMB 60 million Yuan on November 20,
2017;
RMB
90
million Yuan on May 20, 2018; RMB 90 million Yuan on November 20,
2018;
RMB
90
million Yuan on May 20, 2019; RMB 90 million Yuan on November 20,
2019;
RMB
90
million Yuan on May 20, 2020; RMB 90 million Yuan on November 20,
2020;
RMB
90
million Yuan on May 20, 2021; RMB 90 million Yuan on November 20,
2021;
RMB
90
million Yuan on May 20, 2022; RMB 90 million Yuan on November 28,
2022;
The
borrower shall deposit the principal payable before the principal repayment
date
into its deposit account opened in the handling branch of the loaner, for the
loaner to draw directly from the account.
In
case
that the principal repayment date is statutory holiday or public holiday, the
borrower may choose to repay the loan on the last business day before the
holiday, and the loaner will not calculate the interest by the contract interest
rate of the days between the repayment date and the due date; the borrower
may
also choose to repay on the first business day after the holiday, and the loaner
will additionally collect the interest of the days between the due date and
the
repayment date. The penalty interest will be charged from the due date as per
the overdue loan in case of no repayment on the on the first business day after
the holiday.
The
borrower may apply to the loaner for adjusting repayment plan or an extension
if
it is unable to repay the loan principal in accordance with the repayment plan
or loan term stipulated in the contract. The borrower shall put forward the
written application to the loaner 60 days before the agreed principal repayment
date, and sign the Agreement of Repayment Plan Change or Agreement of Loan
Extension.
The
penalty shall be charged if the borrower has not repaid the due loan principal
as required by the contract.
Article
9 Repayment Sequence
If
the
fund repaid by the borrower is less than the total amount due on the day agreed
in the contract, the fund shall be arranged in the following
sequence:
I.
To pay
the expense, compensation, damages and breach penalty payable as required by
the
contract;
II.
To
pay the penalty interest and compound interest payable;
III.
To
pay the interest payable;
IV.
To
pay the principal payable.
The
fund
shall be paid according to the sequence of relevant funds if the amount paid
by
the borrower can not pay off the total fund of the same sequence.
Article
10 Advance Repayment
The
borrower shall apply in written form 30 days before the drafted repayment date
if he wants to repay in advance. After the loaner agrees in written form in
advance, the borrower can repay the loan under this contract. The borrower
can
not repay the loan under this contract without loaner’s agreement in written
form in advance.
Article
11 Account Management
The
borrower shall open loan account and deposit account in the borrower’s handling
branch before Nov. 29, 2004, which will be used by the loaner to offer loans,
arrange settlement and reclaim principal and interest of loan.
Article
12 Settlement Handling Bank
The
loaner makes _________
as
settlement handling bank, and the borrower shall open account in settlement
handling bank. The payment of capital in this account shall be supervised by
loaner and settlement handling bank.
The
detailed content of loan fund payment mentioned above is: xxxxx repayment of
Pingdingshan-Linru Expressway Project.
Settlement
handling bank shall strictly appropriate fund according to intended use of
the
loan. If the fund required to be paid by the borrower is not in accordance
with
the usage stipulated in this contract, settlement handling bank shall
momentarily stop to pay, inform loaner timely and decide for payment after
negotiation with xxxxxx’s handling bank.
Article
13 Forward Counter
The
borrower shall enter into “Forward Counter Network System” according to
requirements of the loaner, sign relevant agreements of entering into this
system with loaner and transact payment settlement of loan according to relevant
stipulations.
Article
14 Statement and Guarantee of the Borrower
I.
The
borrower is a legal person established according to law with valid business
license, and the borrower owns assets and operate its business according to
law;
II.
The
borrower’s internal authorization procedures for signing this contract have been
finished, and the one signing this contract is a valid authorized
representative. The contract is valid, namely, it has legal restraint force
for
borrower;
III.
The
financial report borrower offered to loaner is compiled according to current
valid laws, regulations and accepted accounting standards, which truly and
accurately reflects borrower’s financial position in the year of report;
IV.
Other
materials borrower supplied to loaner are true and accurate, and the copies
submitted all agree with the originals;
V.
The
borrower affirms that its loan project has approved by relevant examination
and
approval departments, and guarantee that all approval documents are true and
legal;
VI.
The
technical plan, construction content and construction scale of loan project
is
reasonable and feasible, and the borrower has not the situations of reducing,
expanding or breaking through construction scale and standard without
authorization.
Article
15 Fund Payment
The
borrower shall forecast fund demands at the beginning of month and report the
payment demands to the loaner’s handling bank branch in the form of telephone,
fax or other forms.
The
borrower shall submit basis of payment advice note and fund payment to loaner’s
handling bank branch on drafted payment date. The loaner will approve above
documents according to internal management procedures and transact payment
procedures on the day when receiving payment advice note for the payment
requirements are with true payment basis and complete after approval. The loaner
can momentarily pay or withhold to pay for the payment basis is not true,
complete or fund appropriation and project accomplishment is not accordant.
Fund
payment basis borrower submitted shall include: project budgetary estimate
approved by authorized departments, project preliminary design, project
contract, investment project list, investment plan and other materials loaner
required borrower to supply, etc.
Article
16 Examination on Funds Use
After
paying loan capital, the loaner has the right to examine loan capital use under
this contract in field or non-field. The borrower shall submit execution
situation of loan capital use and relevant capital use credence to loaner’s
handling bank branch according to requirements of loaner; the loaner can examine
use in field, and the borrower shall actively cooperate and offer relevant
materials according to requirements of loaner. The loaner shall examine:
I.
Whether the project capital reaches according to the engagement;
II.
Whether the intended use of the loan is changed, and during the process from
loan payment to forming work quantity, whether there are loaner prohibited
regions such as security trading, futures trading, real estate operation and
risk investment, etc;
III.
Whether the project goes smoothly, whether there is serious accident, whether
the major equipments are mounted timely and whether the construction period
is
prolonged;
IV.
Check
for project accumulated finished quantity and project image progress with
project accumulated fiscal charges, and the charge expenses;
V.
Whether the estimated total investment is in the budgetary estimate
range;
VI.
Other
situations loaner wanted to check
In
the
process of examination, if the loaner finds un-proper funds use causing loan
project building successfully, he can require the borrower to amend within
a
definite time.
Article
17 Information Disclosure
I.
During
the building period of loan project under this contract, the loaner shall report
last month loan project statistics monthly report to loaner’s handling bank
branch according to requirements of loaner before 5th of each month, and submit
the loan project annual report of last year to loaner’s handling bank branch
according to form required by loaner before Feb. 15 of every year;
II.
The
borrower shall submit such relevant data as the financial settlement report
of
project completion to the loaner’s handling bank branch within 15 days after
finishing the settlement report of the loan project under the contract;
III.
The
borrower shall submit whole set of financial report of last year (including
balance sheet, profit and loss statement, statement of cash flow and audit
report) audited by CPA firm or department which approved by the loaner before
March 31 of each year; submit last quarter’s whole financial report to the
loaner in the first 10 days of every quarter; submit whole set of the first
half
year’s financial report to loaner before Sep. 10 annually;
IV.
The
borrower submits last year’s financial receipts and expenditures to the loaner
before May 31 annually;
V.
If the
borrower changes name, address, registered capital, business scope, company
types and articles of association, or large change in finance, he shall inform
loaner 10 days before in written form and report relative materials to loaner
to
put on record. The legal representative or finance chief of the borrower changes
greatly, timely inform xxxxxx in written form.
VI.
The
loaner has the right to ask the borrower to supply the important dynamic
information about funds utilization from project established to contract
termination date, and the borrower shall supply timely.
Article
18 Loan Project Supervision
I.
The
loaner can periodically visit the borrower and loan project to understand loan
project situation adopting following methods:
1.
To
listen to the introduction of the borrower to the loan project;
2.
To
look over the financial and accounting data and other relevant data, such as
financial report, accounting document, and account books, etc.
3.
To
enter into the construction project sites for examination, investigate and
check
the tendering and bidding, engineering quality and construction figure progress
of the loan project, etc.
4.
To
check the financial and capital situation of the borrower, acquaint with the
situation from the employees, and listen to the opinions;
The
borrower shall cooperate with the loaner on the activities above.
II.
If
tendering and bidding the single project over 1 million Yuan under the contract,
the borrower shall inform the loaner within 10 working days before the beginning
of tendering and bidding activity. The loaner may conduct supervision and
inspection on the activities and the borrower shall give cooperation. The ways
of supervision and inspection are as follows:
1.
To
examine the tender announcement, invitation for bidding, tender document and
bidding document, and check the qualification level and credit standing of
the
bidder;
2.
To
supervise the opening of tender and comment on tender, and sit in on the
important meetings related to tendering and bidding matters;
3.
To
investigate and understand the situation and hear the opinions from the
tenderer, bidder, tender agency, relevant competent administrative department
and tender notary organization;
4.
To
review the report, contract and relevant documents of tendering and bidding
conditions;
5.
To
examine on site, and investigate and check the performance of tender
results.
III.
The
borrower shall invite the qualified engineering supervision organization for
the
supervision of engineering construction and equipment installation and debugging
in accordance with relevant state stipulations of engineering supervision and
industry requirements. As required by the loaner, the borrower shall provide
relevant reports of engineering supervision in specified term.
IV.
The
borrower shall cover insurance for relevant construction projects under the
contract in accordance with relevant state stipulations and industry
requirements. As required by the loaner, the borrower shall provide relevant
copies of insurance contract or insurance documents in specified term.
Article
19 Rights and Obligations of the Borrower
I.
The
borrower shall withdraw money according to the withdrawal plan agreed in the
contract;
II.
The
borrower shall repay the principal and interest of the loan according to the
agreement in the contract;
III.
If
the borrower’s management assets transfer activity involves 50% of its total
assets, the borrower shall firstly get loaner’s written consent;
IV.
If
the borrower has title or system change activities such as company combination
and dividing, the borrower shall inform the loaner the change plans 60 days
in
advance, and get the loaner’s consent. The above change plans shall not damage
the loaner’s legal interests under this contract;
V.
If the
value of pledges under this contract is reduced which influences the loan
security, the borrower shall make up the pledges in the time limit required
by
the loaner, and both parties shall sign valid pledge contract under
laws;
VI.
If
the borrower provides guarantee for a third party and the guarantee assets
will
exceed 70% of the net assets in finance statements during the recent years,
the
borrower shall firstly get loaner’s written consent;
VII.
The
borrower can not apply loan from the loaner with approaches like false claim
of
construction project;
VIII.
The
borrower shall cooperate with the credit rating work of the loaner, and provide
relevant material required by the loaner.
Article
20 Rights and Obligations of the Loaner
I.
The
loaner has the right to reclaim loan principal and interest as stipulated in
the
contract;
II.
After
reaching a consensus through consultation with the borrower, the loaner has
the
right to decide whether to announce publicly the credit rating result of the
borrower or not;
III.
The
loaner has the right to give annual recheck on the borrower’s credit and loan
project during loan issuing period as stipulated in the contract to decide
whether go on the issuing to the borrower; if match the condition, go on with
the issuing and sign the annual loan contract; if do not match, cancel the
loan;
IV.
The
loaner shall perform the regulations of People's Bank of China on interest
rates
and interest charging;
V.
The
loaner shall adjust the interest rate as stipulated in the contract, and shall
inform the borrower the rate adjusting information.
Article
21 Guaranty
This
contract adopts the following guaranty approaches:
The
xxxxxxx—Pingdingshan PingLin Toll Road Company Ltd. provides pledge guaranty
with its part Toll Collection Right of Pingdingshan—Linru Expressway of Henan
Province under laws; the pledge percentage of part Toll Collection Right enjoyed
by the pledgee shall be equal with the percentage of this loan in the total
loan
of project of Pingdingshan—Linru Expressway under this contract.
The
xxxxxxx shall sign valid pledge contract with the loaner timely according to
laws.
Article
22 Breaching Event and Responsibility of the Borrower
I.
If the
borrower violates provisions in Article 15-19 or 21, or any statement and
guaranty of the borrower in Article 14 is proved to be misleading, the loaner
has rights to require the borrower to correct in limited time; if the borrower
does not correct in limited time, the loaner has rights to carry out one or
more
measures as follows:
1.
To
stop issuing loan;
2.
To
announce that the loan become due in advance and at the same time require the
borrower to pay back the issued principal and interest in limited time, and
has
the right to deduct the repaying fund directly form the bank account of the
borrower (when signing the contract, the borrower has authorized the loaner
to
exercise the above right to deduct the repaying fund directly);
3.
To
unilaterally terminate the contract.
II.
If
the borrower violates the stipulations of other articles except the first
article, the loaner has the right to require the borrower to correct in time
limit; if the borrower does not correct as required, and the loaner has the
right to require the borrower to pay liquidated damages of 0.1% of the borrowed
funds when the violation happens. If the damages payment could not make up
the
economic loss of loaner, the loaner has the right to require the borrower to
pay.
III.
If
there is lawsuit because of the borrower’s breach, the attorney fee of the
loaner for the lawsuit must be paid by the borrower.
Article
23 Breaching Event and Responsibility of the Borrower
I.
If the
loaner does not provide the loan for the borrower or charge the interest as
stipulated in the contract, the borrower has the right to require the loaner
to
correct in time limit; the loss of the borrower must be paid by the
loaner;
II.
If
there is lawsuit because of the loaner’s breach, the attorney fee of the
borrower for the lawsuit must be paid by the loaner.
Article
24 Alteration and Termination of the Contract
I.
Unless
otherwise stipulated, after the contract comes into effect, any party shall
not
unilaterally modify or terminate the contract. The alteration and termination
of
the contract shall be exercised by consensus of both the borrower and loaner
and
come into one written agreement;
II.
The
loaner can transfer all or part of the rights under this contract to a third
person, and the above transfer shall be informed to the borrower;
III.
If
there are changes of state laws, regulations and policies which lead to all
or
part of the contract articles not meet the requirements of state laws,
regulations and policies, the borrower and the loaner shall negotiate with
each
other to modify the relevant articles.
IV.
The
lender and borrower shall inform the other party timely and take effective
measures to avoid the expanding of loss, if they can not fulfill the contract
for the reason of force majeure. The party who suffered force majeure shall
provide detailed force majeure information and documentary evidence from
relevant government about the force majeure to the other party in 20 days when
it happens. The lender and borrower shall work out corresponding resolution
timely.
Article
25 Completeness of contract
This
contract consists of the complement, revision or alteration of each item.
Article
26 Secrecy
Without
agreement of the borrower and the loaner, either of them can not reveal the
content of this contract to the third person.
Article
27 Dispute settlement
If
there
is dispute between the borrower and the loaner when implementing the contract,
both parties settle it through coordination; if it can not settled through
coordination, solve it through lawsuit in the people’s court in the location of
the loaner.
Article
28 Others
I.
This
contract not completely matters concerned will be coordinated by the borrower
and the loaner or executed according to stipulations of relevant laws and
regulations.
II.
This
original contract is in duplicate, both the borrower and the loaner hold one;
the copy has 11 pieces, the borrower holding 4, the loaner holding 6 and
settlement handling bank holding 1.
Article
29 Effectiveness and Termination of Contract
This
contract comes into effect from the date when the borrower and the loaner sign
and seal on the contract, and terminates when all debts under this contract
are
discharged.
The
borrower:
The
Pingdingshan Pinglin Toll Road Company Ltd. (common seal)
The
legal
representative: /s/ Xx Xxxxxx
(Or
the
authorized agent)
Date:
Nov. 29, 2004
The
bank
of deposit and its account number:
The
loaner:
Special
seal for contract of China Development Bank
The
legal
representative: /s/ Xxxx Xxxx
(Or
the
authorized agent)
Date:
Nov. 29, 2004
The
contract signing place: Zhengzhou City, Henan Province
