EXHIBIT 4.7
TRANSLATION
Contract No: 2001 Year Long Loan Xx. 000
XXXXXXX XXXXXXX XXXX XXXX
Xxxxxxxx (Xxxxx X): Dongguan Kwan Hong Electronics Co. Ltd.
Residence (Address): 2nd Industrial Zone, Siu Bin, Xxxxxx On, Dongguan
Legal Representative: Tam Man Chi
Lender (Party B): Industrial and Commercial Bank of China
Dongguan City Xxxxxx On Branch
Residence (Address): No. 13 Xxxxxx Xxxxx Road, Xxxxxx On Town
Legal Representative
(Responsible Person): Law Lok Yin
TABLE OF CONTENTS
Item No. 1 Kind of Loan
Item No. 2 Purpose of Loan
Item No. 3 Amount and Period of Loan
Item No. 4 Loan Interest Rate and Interest
Item No. 5 Source of Repayment of Loan and Repayment Method
Item No. 6 Guarantee
Item No. 7 Rights and Obligations of Both Parties
Item No. 8 Obligations under Breach of Contract
Item No. 9 Effectiveness, Alteration, Abandonment and Termination of
Contract
Item No. 10 Solution for Dispute
Item No. 11 Other Matters
Item No. 12 Appendix
Pursuant to the need under Item 2.1, Party A applies for a loan from
Party B. Party B agrees to lend a loan to Party A. In accordance with "Contract
Law", "General Guidelines of Loan" and other relevant laws and regulations,
Party A and Party B agree through negotiations to state clearly hereunder the
rights and obligations of both parties, and sign this contract.
Item No. 1 Kind of Loan
1.1 Loan under this contract is (short term) working capital loan.
Item No. 2 Purpose of Loan
2.1 Purpose of loan under this contract is: working capital.
2.2 Without the written consent of Party B, Party A is not allowed to change the
purpose of loan stated in this contract.
Item No. 3 Amount and Period of Loan
3.1 Amount of loan under this contract is RENMINBIT TWO MILLION DOLLARS (RMB
2,000,000.00). (If the loan amount in words and figures are inconsistent, the
amount in words will be treated as correct, this rule applies to underneath
contents).
3.2 The period of loan under this contract is 12 months, starting from August
2001 to August 15, 2002.
3.3 In accordance with the terms under 3.2, Party A should draw the loan at one
time. If because of some special reasons, and with the written consent of Party
B, Party A can draw the money earlier or latter than that date. The exact
drawing date and repayment date should base on the dates marked on the loan
receipt of Parties A and B. The loan receipt or the supporting document for
drawing loan is an inseparable part of this contract. If all other things,
except for the date, stated in the receipt are different from this contract, the
same under the contract is final.
Item No. 4 Loan Interest Rate and Interest
4.1 The monthly interest rate for the loan under this contract is 4.875%. The
interest will be computed on monthly basis, starting from the exact date of loan
drawn. The closing date of calculating interest is 20th on each month. Upon the
expiry date of the loan, interest should be cleared with the principal.
4.2 In the course of this contract period, if the People's Bank of China adjusts
the loan interest rate, which if applicable to the loan under this contract,
Party B, according to the regulations, has the right to calculate the interest
based on the adjusted interest rate and method, without informing Party A
Item No. 5 Source of Repayment of Loan and Repayment Method
5.1 Party A repay the principal and interest of the contract loan with the
source from but not limited to:
5.1.1 Sales Income;
5.1.2 Guarantee by Standby Letter of Credit.
5.2 If Party A, being one party of any other contract and under which, is
limited by the contract terms on the source of repayment funding, such
limitations should not affect Party A to fulfill the obligations of loan
repayment under this contract. No matter under any circumstances, Party A should
not rely on Item No. 5.1 as a reason to refuse to fulfill the obligations to
repay the loan under this contract.
5.3 Party A should pay the interest in full according to the date stipulated in
the contract and repay the principal according to the repayment schedule.
5.4 On the closing date of interest or the stipulated date for repayment of
principal, Party A should have fund in his account opened in Party B's bank for
the use of repaying the interest or principal; and Party A should authorize
Party B to direct debit Party A's account on the date stipulated in this
contract.
Item No. 6 Guarantee
6.1 The guarantee method of the loan under this contract is: Guarantee by
Standby Letter of Credit.
6.2 Party A has the obligation to take initiative to assist Party B in entering
into a guarantee contract no. 514010765628-P with the guarantor, which is
related to the guarantee matter under this contract.
6.3 If there is any changes to the guarantee made under this contract which
adversely affects the liability right of Party B, Party A should, upon request,
provide another guarantee which satisfies Party B's requirements after informed
by Party B.
Item No. 7 Rights and Obligations of Both Parties
7.1 Rights and Obligations of Party A:
7.1.1 Party A should draw the loan according to the time limit and use the loan
for the purpose as stipulated in this contract;
7.1.2 Without the written consent of Party B, Party A is not allowed to repay
the loan earlier;
7.1.3 Party A should be responsible for the reality, correctness and integrity
of the information and materials provided in the course of applying for the
loan;
7.1.4 Party A should take the initiative to accept the investigation,
understanding and supervision made by Party B in relating to the loan under this
contract;
7.1.5 Party A should actively cooperate with Party B when the latter carried out
investigation, understanding and supervision about Party A's production,
operation and financial position. Party A has the obligation to provide the
profit and loss account and balance sheet etc. information of relevant periods
to Party B;
7.1.6 Party A should repay the principal and interest of the loan according to
the terms stipulated in the contract;
7.1.7 Party A should bear the relevant expenses under this contract, including
but not limited to certification fee, authentication fee, assessment fee and
registration fee etc.;
7.1.8 Party A should send out the reply within three days from signing the
acknowledgement receipt of letter or document sent by Party B by postal or other
methods, which urges for repayment;
7.1.9 Party A should give at least 30 days notice to Party B and he should get a
written consent from Party B before he carried out the actions like sub-leasing,
shares reconstruction, associated business, merger, acquisition, joint-venture,
spin-off, reduction in registered capital, changes in shareholdings, transfer of
material assets and all other actions which might affect the realization of
Party B's rights; otherwise, Party A is not allowed to carry out the
aforementioned actions before the repayment of all liabilities under this
contract;
7.1.10 When there is a change in place of residence; correspondence address;
scope of business; legal representative etc. relating to industrial and
commercial registration matters, Party A should inform Party B in writing within
7 days after the change;
7.1.11 If there is any event occurs, including but not limited to material
economic dispute, bankruptcy, financial position deteriorate etc., which affects
Party A's normal operation in danger or affects Party A to fulfill his
obligations under this contract adversely, Party A should inform Party B at once
in writing.
7.1.12 If Party A suspends its business, lays off, stops business and
reconstruction, or the business license of Party A has been suspended or
dismissed, he should inform Party B in writing within 5 days from the event
happened and he should promise to repay the principal and interest of the loan
immediately.
7.2 Rights and obligations of Party B:
7.2.1 Party B has the right to request Party A to provide all relevant
information relating to this loan;
7.2.2 According to the terms stipulated in this contract or the rules and
regulations, Party B can collect the principal, interest, compound interest,
penalty and all other charges that should be paid by Party A, from Party A's
account in form of direct debit;
7.2.3 If Party A avoids the supervision from Party B, or Party A do not repay
the principal or interest according to the time schedule, or Party A acts in
breach of the contract seriously, Party B has the right to exercise credit
sanctions, report to the relevant department or unit or put up a notice in mass
media to urge for repayment;
7.2.4 Party B should provide loan in full to Party A according to the time
schedule as stipulated in the contract (except the delay caused by Party A).
7.2.5 Party B should keep confidential the information provided by Party A on
its liabilities, financial, production and daily operation matters, except for
those which are provided for otherwise in the contract or set out in the legal
rules and regulations.
Item No. 8 Obligations under breach of contract
8.1 When this contract takes effect, Party A and B should fulfill their
obligations according to terms stipulated in the contract. Either party does not
fulfill his obligations under the contract in whole or in part should bear the
legal liabilities under breach of contract.
8.2 If Party A does not process and draw the loan according to the Item 3.3 of
this contract, Party B has the right to charge a delay payment for breach of
contract, calculated on daily basis, based on the interest rate as set out in
the contract.
8.3 If Party B does not process and provide the loan according to the Item 3.3
of this contract, Party B should pay a delay payment for breach of contract,
calculated on daily basis, based on the interest rate as set out in the
contract.
8.4 If Party B, without the written consent of Party B, repay the loan earlier
than the date as set out in the contract, Party B has the right to charge
interest according to the loan period and interest rate set out in the contract.
8.5 If Party A does not repay the loan principal and interest upon the maturity
date, Party B has the right to order Party A to repay the sum on or before a
specified date, or to exercise a set-off right on funds of Party A's accounts
maintained with Party B. Moreover,
Party B can charge an overdue interest at the interest rate of 0.00021 on the
overdue loan on daily basis. He can also charge a compound interest on the
overdue interest.
8.6 If Party A does not use the loan for the purpose as set out in the contract,
Party B has the right to get back the loan in part or in whole before the expiry
date or he can dismiss the contract. Moreover, Party B can charge an interest of
_______% on the loan misused on a daily basis and can also charge a compound
interest on the overdue interest.
8.7 In the course of using the loan, if situations on Item 8.5 and 8.6 occur at
the same time, the penalty, imposed by Party B on Party A, should based on the
serious one. Double penalty is not allowed.
8.8 If Party A had carried out any of the actions mentioned hereunder, Party A
should take corrective actions and also some compensate measures, satisfy with
Party B's requirements, within 7 days from receiving Party B's notice.
Otherwise, Party B has the right to get back the loan in part or in whole. For
any amount not getting back and outstanding, a penalty for breach of contract,
based on the overdue interest rate, calculated on daily basis will be imposed.
The actions mentioned in this item are:
8.8.1 Party A provide false or incorrect (where some important fact are hidden)
Profit and Loss account, Balance Sheet and other financial information to Party
B;
8.8.2 Party A refuses to accept or cooperate with Party B's supervision on the
loan application purpose, or other related matters on production, running
business and financial activities;
8.8.3 Without the consent of Party B, Party A transfers or treats or threats to
transfer or treat a significant part of its assets;
8.8.4 A significant part or whole of Party A's assets have been taken up by
other creditors, or under receivership of other assigned person, receiver or
other similar officers; or Party A's assets are under retention or are frozen
which may cause Party B to have a serious loss;
8.8.5 Without the consent of Party B, Party A takes up subcontracting, leasing,
shares reconstruction, associated business, merger, acquisition, joint-venture,
spin-off, capital reduction, changes in shareholding ownership, transfer, or
other actions which may affect Party B to realize his right and so as affect the
security of his right of liabilities;
8.8.6 When there is a change in place of residence; correspondence address;
scope of business; legal representative etc. related to industrial and
commercial registration matters or other important external investment etc.
which affect the realization of Party B's right of liabilities or it creates a
threat to Party B to realize his right of liabilities;
8.8.7 Party A involves in a material economic dispute or its financial position
deteriorates and as a result, it affects the realization of Party B's right of
liabilities or it creates a threat to Party B to realize his right of
liabilities;
8.8.8 Any other circumstances that may affect the realization of Party B's right
of liabilities or it creates a threat to Party B to realize his right of
liabilities under this contract.
Item No. 9 Effectiveness, Alteration, Abandonment and Termination of Contract
9.1 This contract takes effect after signed and chopped by Party A and B. If
there is a guarantee, the contract will take effect only after the guarantee
becomes effective. This contract will terminate on the date when the principal,
interest, compound interest, penalty charge and charge for breach of contract
and all other expenses should be paid by Party A under this contract has been
cleared up.
9.2 Under any of the following circumstances, Party B has the right to dismiss
the contract and requests Party A to repay the principal and interest of the
loan and also compensation of loss:
9.2.1 If Party A suspense business, dismiss business, stops and reconstructs its
business, or the business license of Party A has been suspended or cancelled;
9.2.2 There is a change on the guarantee made under this contract which may
adversely affect Party B's rights of liabilities and Party A cannot, upon Party
B's request, provide another guarantee;
9.2.3 All other significant acts which are in breach of contract.
9.3 If Party A requests to extend the loan period, he should made a written
application to Party B 30 days before the expiry date and provide a written
confirmation from guarantor showing his intention to remain being a guarantor of
this contract. The loan period of this contract will be extended only when an
agreement of loan extension is signed by both parties and after Party B's
investigation and agreement. Before signing an agreement of loan extension, this
contract remains effective.
9.4 After this contract takes effect, either Party A or B is not allowed to
alter or terminate this contract at his own discretion, except under the
situations where the contract provided otherwise. If there is such a need to
alter or terminate the contract, Party A and B should compromise through
negotiations and then ends up to conclude a written agreement. Before the
conclusion of a written agreement, this contract remains effective.
Item No. 10 Solutions for dispute
10.1 When there is any dispute arising during the contract executed by Party A
and B, both parties should solve the problem through negotiations. If compromise
cannot be reached, it should be solved by the method mentioned in underneath
Item No. 10.1.2:
10.1.1 N/A
10.1.2 The dispute should be judged by the Court of the place where Party B
resides.
Item No. 11 Other Matters
11.1 N/A
11.2 N/A
11.3 N/A
Item No. 12 Appendix
12.1 Appendix of this contract is an inseparable part of this contract and it
has the same legal validity with the main contract.
12.2 During the execution of the contract, if a particular date of drawing money
or repaying loan are non-business days of bank, and it will be extended to the
next business day of bank.
Party A (Chop): Party B (Chop):
Chop of Dongguan Kwan Hong Chop of Industrial and Commercial
Electronics Co. Ltd. Bank of China, Dongguan City
Xxxxxx On Branch
Signed by Tam Man Chi Signed by Law Lok Hing
Legal Representative: Legal Representative (or person in
(or authorized agent) charge) (or authorized agent)
August 16, 2001 August 20, 2001
