Logo) SPD BANK Shanghai Pudong Development Bank Short-Term Loan Agreement
(Logo)
SPD
BANK
Shanghai
Pudong Development Bank
Short-Term
Loan Agreement
No.:
7772008280156
Shanghai
Pudong Development Bank
Short-Term
Loan Agreement
Short-term
Loan Agreement
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To:
SPDB Tianjin Branch
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No.:
77072008280156
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Customer’s
name
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Tianjin
Yayi Industrial Co. Ltd.
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Date of application:
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Nov. 28, 2008 | ||||||||
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Address:
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Contact:
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Tel:
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Bank
contact:
(for bank staff)
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Fax:
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We hereby
irrevocably apply for short-term working capital from you under the following
terms:
A.
Primarily Important Clause
The
agreement serves as an independent credit loan document between the customer and
the bank
B.
Description of the Loan
(If the
interest rate and penalty interest rate have already been stated in the
financing amount limit agreement which the customer has signed, there is no need
to fill the column )
Types of
Short-term loan: A. Fixed-due short-term loan; B. Free-repayment short-term
loan
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Loan
Withdrawing
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Interest
rate
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Liquidated |
Penalty
interest
rate
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Penalty interest
rate
for
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Type
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Amount
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Currency
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Date
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Due
Date
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Standard
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Variance
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Executive
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by
each
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for
overdue
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embezzlement
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A
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10Million
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RMB
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Nov
28, 2008
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Nov
28, 2009
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5.58
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% |
30%
higher
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7.254
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% |
quarter
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50%
higher than executive interest rate
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100%
higher than executive interest rate
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Note: the
RMB interest rate means annual interest rate, while the variance should be noted
with period. For type A loan, the due date should be filled; while for type B
loan, the latest date for the customer to repay the loan should be
indicated.
C.
Description of Guarantee
(If the
guarantee related information has already been stated in the financing amount
limit agreement which the customer has signed, there is no need to fill the
column)
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Guarantor:
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Tianjin
Haitai Investment Guarantee Co., Ltd.
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Manner:
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Mortgage; Pledge; ü
Warrant
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D.
General Clauses
The
customer hereby confirm reading and agreeing with the general clauses in the
loan agreement as following:
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1.
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After
signing the agreement, the bank may cancel its promise for releasing loan
under the agreement at an time unless the bank has already released the
amount of loan which the customer has applied
for.
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2.
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Payment
term of interest: unless specified, the interest should be calculated by
each day and liquidated by each quarter. Every 20th
day of the last month of each quarter is the interest-liquidating
day.
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3.
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Submission
of documents The customer promises to submit the following
documents or meet the conditions before withdrawing the capital, but the
bank is not obliged to check the authentication of such
documents:
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(1)
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Photocopies
of the latest Articles of Association and Business License of the
customer;
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(2)
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Board
Resolution on the loan;
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(3)
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Letter
of authorization for the customer’s signatory and the signatory’s
signature sample;
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(4)
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The
agreement legally signed by the
customer;
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(5)
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The
loan withdrawing day should be the bank’s business
day;
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(6)
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If
the loan is guaranteed, the guarantee document should have already been
signed and effective before the loan is
withdrawn;
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(7)
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Other
documents or conditions required by the bank from time to
time.
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4.
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If
the designated loan withdrawing date is not the bank’s business day, it
should be deferred to the next business day of the bank. During the
deferred period, the interest should be
calculated.
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5.
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Repay
or end before the due. For the type B short-term loan, the
customer may repay the loan at any time before the due. For the type A
short-term loan, if the customer wants to repay the loan before due, it
should get the bank’s written consent at first and repay all the cost and
loss resulted from the repayment before due, unless the bank informs the
customer to repay the loan before due. At any time, the bank has the right
to inform the customer to repay the loan under this agreement before due
for no reason, and the customer should follow the bank’s notice to repay
such loan at once.
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6.
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Tax.
The customer should repay the loan in full amount unless related laws
require the customer to deduct relevant taxes. If the customer has to
follow related laws to deduct relevant taxes, it should pay additional
capital to the bank so as to make sure that the bank receives the full
amount repayment.
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7.
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Statement
and Promise. The customer makes the following statement and promise, which
should be considered as repeatable at each time the bank offers capital to
the customer on the basis of the
agreement:
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(1)
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The
customer is incorporated under the laws of China (not including Hong Kong,
Macao and Taiwan, and the same is true when “China” is mentioned below).
The customer has the right to sign the agreement and any related document.
The customer has already taken all necessary actions to make the agreement
and related documents legal, effective and
enforceable;
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(2)
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By
signing the agreement and fulfilling the duties under the agreement, the
customer will not conflict with any other contract, articles of
association, any applicable law, rule or administrative order, related
documents, judgment, arbitration or any other duties or arrangement
;
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(3)
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The
customer and any of its shareholders, affiliated companies is not involved
in or likely to be involved in liquidation, bankrupting, restructure,
acquisition, merger, separation, reorganization, dismissing, closing,
business stoppage or similar legal
procedures;
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(4)
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The
customer is not involved in or likely to be involved in any economic,
civil, criminal or administrative suit or similar arbitrative
procedures;
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(5)
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No
important asset of the customer’s legal representative, directors,
monitors or other officers is involved in or likely to be involved in any
forcible execution, seizure, freeze, retention or
supervision;
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(6)
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The
customer insures all of its financial statements (if any) comply with the
Chinese laws and reflect its financial conditions truly, completely and
fairly and insures all the documents and information about itself and the
guarantor are true, valid, accurate and complete with anything
missed;
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(7)
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The
customer strictly follows laws and regulations in its business operation,
and covers its annual survey procedures following the time
limit.
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(8)
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The
customer promises that there is no other thing which may bring serious
negative influence to the customer’s ability to fulfill the
agreement.
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8.
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Promises.
The customer promises as following:
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(1)
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The
customer will obey and fulfill all the duties under the
agreement;
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(2)
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The
customer will follow the agreement to repay the principle and interest of
the loan and will pay for related expenses; the customer will apply for
and obtain all the approval, authorization, registration and permit, and
keep them valid so as to make the customer be able to sign and fulfill the
agreement; if the bank requires, the customer should present relevant
certification at once;
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(3)
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Within
five business days after knowing it has been involved into any economic,
civil, criminal or administrative suit or similar arbitration procedures,
or within five business days after knowing any of its important assets has
been involved in any forcible execution, seizure, freeze, retention or
supervision, it should inform the bank about the influence in detail and
the remedy measures the customer has taken or has planned to
take;
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(4)
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Without
the bank’s written consent, the customer must not pay off any debt or
fulfill any duty of guarantee of large amount to any third
party;
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(5)
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Without
the bank’s written consent, the customer must not enter any other debt or
provide any privileged guarantee for any third party’s debt; from the day
the agreement is signed, the customer must not do the following things
with out the bank’s written consent before repaying off all the debt under
the agreement:
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a.
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conduct
liquidation, bankrupt, acquisition, merger, separation, reorganization,
dismissing, closing, business stoppage or similar legal
procedures;
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b.
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sell,
lease, give, transfer or dispose any of its important assets in any other
manner except for the need of daily
operation;
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c.
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change
its equity structure;
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d.
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sign
any contract/agreement which may bring serious negative influence to the
customer’s ability to fulfill its duties under the agreement or undertake
any duty which may bring similar
influence.
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(6)
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If
any specific condition or change occurs, the customer should follow the
bank’s requirement to provide other guarantee acceptable to the bank. The
above mentioned specific condition or change includes but is not limited
to the guarantor’s out of business, dismissing, business license
cancellation, application for bankrupt, crucial change in operational or
financial condition, engagement in serious suit or arbitration; the
customer’s legal representative, director, monitor or chief officers
involved in suits; the decrease or possible decrease in the value of the
guaranty or the freeze of the guaranty; the customer breaches the
guarantee contract or request to terminate the guarantee
contract;
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(7)
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Per
the bank’s request, the customer should cover the enforceable notarization
procedures at the notarizing authority appointed by the bank, and the
customer should under the expense and be willing to accept the
enforcement;
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(8)
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The
customer should inform the bank about anything which may influence the
customer’s ability in fulfilling the duties under the
agreement.
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9.
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Expenses.
For any expense related to the modification, signature, enforcement,
notarization and registration, the customer should pay to the bank right
after the bank’s request. The customer should pay for any stamp tax and
other taxes related to the agreement, unless a law indicates that certain
taxes must be paid by the bank.
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10.
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The
interest rate under the agreement is
fixed.
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11.
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Penalty
interest. If the customer is not able to pay for the interest on time, it
should pay for the compound interest to the bank every quarter on the
basis of the standard interest rate calculated per day; if the loan is
overdue, the customer should pay for penalty interest (including penalty
interest for embezzling and interest payable) on the basis of payables to
the bank every quarter. The liquidation date is the 20th
of the last month of each quarter.
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12.
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Authorized
repayment and deduction. The customer hereby authorizes the bank to deduct
the payable amount from the customer’s account in the bank for repaying
any outstanding payment, no matter is the outstanding payment is under the
agreement or not, the customer owes to the bank. The authorization is
irrevocable. If exchange rate is involved, the bank may follow the
exchange rate fixed on its own, and the risk of exchange rate should be
undertaken by the customer.
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13.
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Evidence
for debt. The bank will follow its customary practice to keep records
about the agreement on its accounting books. The customer admits that the
records, except for obvious mistakes, are the valid evidence for its debt
to the bank.
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14.
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Transfer.
The customer must not transfer any of its duties or rights under the
agreement. The bank may transfer its duties or rights under the agreement
to any third party at any time, and may disclose any information,
including any information that the customer or the guarantor has provided
to the bank for agreement, to the third
party.
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15.
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Information
disclosure. The customer agrees that apart from the disclosure allowed in
clause 14, the bank may also disclose any information related to the
agreement to its head-quarter, branches, affiliated institutions and
personnel hired by such institutions. Meanwhile, the bank is allowed to
disclose under the requirement of any law, regulation or monitoring
department, governmental
authorities.
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16.
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Breach.
If the customer has violated any statement or promise in the agreement, or
such statement or promise has been proved to be incorrect, untrue or
misleading, or the customer has violated or failed to fulfill any duty
under the agreement, or anything which may influence the customer’s
ability to repay the loan, or the customer has violated any regulation in
the guarantee, the bank will have the right to announce the loan is due
before the agreed due, and has the right to require the customer to
undertake all the loss of the bank, including the attorney
fee.
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17.
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Special
regulation for group customers. If the customer is a group, the customer
hereby agrees: (1) the customer should report any affiliated transaction
involving 10% or more of the net assets of the actual loan receiver,
including: a. the relationship among all the parties involved in the
transaction; b. item of transaction and feature of transaction; c. the
amount of transaction or corresponding ratio; d, pricing policy (including
transaction with no amount or symbolic amount); (2) if the actual loan
receiver is in one of following cases, the customer will be considered to
breach the agreement, and the bank is entitled to cancel the loan which
the customer has not yet used and to take back part or all the used loan
as well as to request the customer to pay for 100% guarantee money: a. the
customer provides fake documents or hides crucial operational or financial
facts; b. the customer changes the function of the loan, embezzles the
loan or uses the loan for illegal transactions; c. the customer makes use
of the its fake contract with affiliated party to get cash or loan from
the bank; d. the customer refuses to accept the bank’s inspection to the
use of the loan and to the customer’s operational or financial activities;
e. when important merger, acquisition occurs, the bank thinks it may
influence the safety of the loan; f. the customer intentionally avoids
repaying the loan through affiliated
transaction.
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18.
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Others__________________________________________________________________________________
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19.
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Applicable
laws and jurisdiction. The agreement applies to the laws of China. If any
dispute arises, the local people’s court at the bank’s place has
non-exclusive jurisdiction.
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20.
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Address
for suit delivery. The customer confirms that for any suit under the
agreement, the related subpoena, notice and other documents will only need
sending to the address stated in the beginning of the agreement. If the
change of the address is not informed to the bank in advance, the change
will not be effective.
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21.
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Severability
of the clauses. If any of the clauses is invalid, illegal or
non-enforceable, it will not influence the validity or legality or
enforceability of other
clauses.
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22.
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Within
the validity of the agreement, if the bank has deferred any action to the
customer’s violation to the agreement, it will not influence the bank’s
right as the creditor, or be taken as the bank’s permission to the
customer’s violation, or be regarded as the bank has given up its right to
take action against the customer’s
violation.
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23.
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If
there is financial limit agreement (if any, including the valid changes
made from time to time) is different with the agreement, the agreement
should be taken as the standard.
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24.
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Signature.
There should be four original copies of the agreement, with the customer
holding one and the bank holding three. The agreement will be effective
from the date of application after both parties have stamped on it and
authorized signatories have signed on
it.
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Signature
Column
Both
parties hereby confirm that they have fully discussed about all the clauses,
have no dispute on the clauses and have correct understanding to all the duties
and rights.
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The
customer (company seal)
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The
bank (company seal)
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Authorized
signatory’s signature or stamp: (stamp)
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Authorized
signatory’s signature or stamp:
(stamp)
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