Trust Loan contract
Exhibit 10.4
Trust Loan contract
Contract No 77012007280040
Lender: Tianjin Branch, Shanghai Pudong Development Bank
Address: Binshui Road, Hexi District, Tianjin
Borrower: Tianjin Zhongjin Biological Development Co.
Address:
Whereas, the trustor, Mr. Song Fuzhi ("trustor") entrusts the lender to issue trust loan ("Trust loan trust agreement"/"trust loan fund general agreement" No. 77012007280040 ), and the borrower, Tianjin Zhongjin Biological Development Co.("borrower") intends to applies loans. The three parties hereof reach the following agreement after consultation on the basis of fairness.
I. Trust and Representation
1.1 The trustor entrusts the lender to issue loans, and the lender has accepted the trust. The lender issues trusted loans to the borrower under this agreement according to the trust instructions of the trustor, and the trustor is committed to take the responsibilities of usage and repayment of the loans of the borrower.
II. Loans
2.1 The loans under this agreement refers to loans in RMB currency, the type of loan is trust loans.
2.2 The amount of loans under this agreement is 4.2 million yuan RMB.
2.3 The term of the loans under this agreement is one year, that is, from Jan. 24, 2007 to Jan. 23, 2008.
2.4 The interest rate of the loans under this agreement is 9%. The usage of the loans under this agreement is the project of "Scale-production of guided bone biological medical active material", the loans cannot be used for any other purposes.
III. Loan interests
3.1 The interest of the loans under this agreement will be calculated on the basis of 360 days a year. The interest will be calculated starting from the date of the loan issuance, according to actual amount of issued loans and number of days for the loans (the date of interest payment shall include the date of last loan repayment ).
3.2 During the term of the loans, in case there is the need to adjust the interest rate of the loans, the trustor and lender shall consult to reach a common agreement, and issue a "Notice of adjustment of interest rate of the trusted loans" to the borrower to implement the change.
3.3 If the agreed upon interest rate under this agreement is calculated on certain level interest rate of a bank, or based on certain level of floating rate of a bank, and the actual days for the usage of the loans are under the standard term of such levels, the calculation shall still be based on the agreed upon interest rate under this agreement. Unless there are otherwise agreed upon between the trustor and the borrower, when the loans are extended, and the accumulated loans reached a new level of interest rate, the interest shall be calculated on the basis of the new level interest rate or the floating interest rate of such level.
3.4 The method of payment of the interests of the loans under this agreement shall be one of the following: (choose one of the following)
(YES) 3.4.1 Payment by quarters, the date of interest payment shall be the 20th of the third month of the quarter;
(N/A) 3.4.2 Payment by months.
(N/A) 3.4.3 One-time payment when the term of the loans expires.
(N/A) 3.4.4 Payment in installment.
3.5 The borrower now authorizes the lender to collect by wire due interest repayment from the savings account of the borrower’s bank directly.
IV. Issuance of the Loans
4.1 In case the following requirements are satisfied, the lender will issue loans to the borrower:
(1) Fill in the "Application of Trusted loan form" and other related loan documents;
(2) Show effective personal identification;
(3) Meet other requirement of loans such as related approval, registration, notary public and filing procedures;
(4) If there is any guarantee of the loans, the guarantee contract shall be effective;
(5) The issuance of the loans of the time is identical with "Notice of issuance of the trusted loans" or related contents and conditions under this agreement;
(6) If the trusted loans are used for investment of fixed assets, documents to ensure that such projects have been approved according to required approval procedures, and have been listed in the State or local fixed assets investment plan, should have been presented.
(7) Other documents and materials required by the lender have been presented.
4.2 The borrower collect loans according to the following schedule and methods from the lender: (choose one of the following)
(YES) 4.2.1 The borrower process one time loan collection procedures on Jan. 24, 2007 from the lender.
(N/A) The loans are collected according to the following schedule, the procedures shall be conducted three working days before the date of the collection:
Date of loan collection in installment | Amount of collected loans | |||
Date | ||||
Date | ||||
Date | ||||
Date | ||||
Date |
4.3 The lender shall issue the loans on time after the borrower fulfill all collection procedures.
4.4 The borrower shall collect full amount of loans according to the above 4.2 schedule.
V. Repayment of the loans
5.1 The borrower shall make all repayment of the loans and interests on the date by the end of the loan term. If there is a schedule of repayment, the loans shall be repaid strictly according to such a schedule.
5.2 The borrower will repay the loans in full amount according to the following schedule: (choose on of the following)
( ) 5.2.1 Repayment of all loans on the date of the end of the loan term;
( ) 5.2.2 The loans will be repaid in _____ installments, the schedule is:
Date of loan collection in installment | Amount of collected loans | |||
Date | ||||
Date | ||||
Date | ||||
Date | ||||
Date |
5.3 The borrower now authorizes the lender to collect by wire due loan repayment from the savings account of the borrower’s bank directly.
VI. Repayment in advance and loan extension
6.1 If the borrower asks to repay the loans in advance, the borrower shall obtain prior consent from the trustor and the lender. The borrower shall present written application to the lender ten days before the planned repayment in advance. The lender will handle such repayment procedures according to written notice from the trustor.
6.2 If the borrower asks for an extension of the loans, the borrower shall obtain prior consent from the trustor and the lender. The borrower shall present written application to the lender ten days before the term of the loans expires. The lender will handle such extension procedures according to written notice from the trustor.
VII. Loan guarantee
7.1 The trustor may require the lender to provide guarantee for the loans under this agreement, such guarantee shall be accepted by the trustor, and a separate guarantee contract shall be executed.
7.2 The guarantee contract shall be effective after the signatures of the trustor, the lender and the guarantor. If the date of the guarantee contract is prior to the loan agreement, the guarantee contract and the loan agreement will be both effective on the date of the loan agreement.
VIII. Evidence of debt
8.1 The effective evidence of debt owned by the borrower under this agreement will be the accountant xxxx issued by the lender according to business operation procedures.
8.2 The trustor acknowledges that the effective evidence of debt owned by the borrower under this agreement will be the accountant xxxx issued by the lender according to business operation procedures.
IX. Loan management
9.1 After the issuance of loans under this agreement, the management of the loans will be the responsibility of the trustor, and it is solely depends on the trustor if such management will be carried out, and the lender shall have no responsibility to the effectiveness of such management, and such management itself.
9.2 During the effective term of this agreement, the trustor shall have the right to monitor the use of the loans, and the borrower shall provide information, documents, materials and assistance directly to the trustor as required.
9.3 During the term of the loan, if the borrower becomes bankrupt, have its business license cancelled and business stopped, becomes dissolved, encounters severe loss of assets because of poor operation, or there are major change or adjustment of financial system, management system and key personnel, the borrower shall inform the trustor promptly.
X. Violation and resolution
10.1 In case the borrower fails to use the loan for the purposes as stipulated in this agreement, the trustor is entitled to require the lender to stop issuing the loans, retrieve all or part of the issued loans in advance, and impose 1% of punitive fee for the amount of violation loans.
10.2 During the term of the loan, if the borrower fails to make payment to the loan interest as agreed upon, the trustor is entitled to require the lender to impose punitive interest for the amount of the delayed payment.
10.3 In case the borrower violates terms of Item 9.3 of this agreement, it shall pay a violation fee of _______yuan of RMB.
10.4 In case the borrower fails to repay the loan and the interest as agreed upon, the trustor is entitled to demand repayment, and impose ______yuan of RMB as punitive fee, and the trustor is entitled to press the guarantor for payment ..
10.5 During the term of the loans, if the borrower becomes bankrupt, have its business license cancelled and business stopped, becomes dissolved, encounters severe loss of assets because of poor operation, intentionally evade loan repayment, or other conditions occur that severely threat the safety of the loans, the lender may retrieve the loans in advance or take other measures, as instructed by the trustor.
10.6 Under such situations described above, the trustor is entitled to require the lender to directly retrieve by wire due loans and interests (including punitive interests) and punitive fees from the bank account of the borrower.
10.7 The lender has no obligations to take any trover and conservatory measures alone for the violation of the borrower. Since loan management and repayment under this agreement are the responsibilities of the trustor, the trustor shall inform the lender any violation of the borrower, and the lender has no obligation to issue any notice to the trustor.
XI. Other issues
11.1 After the execution of this agreement, any modification and termination must be agreed upon by the three involved parties, unless otherwise stipulated by law or specifically indicated in the agreement.
11.2 This agreement becomes effective upon signatures of the legal persons or their respective authorized representatives and upon official seals of the three parties are put on the agreement. The agreement terminates automatically when all loans are repaid. If the trustor is not a legal person entity, the agreement shall be signed by a major person in charge or authorized representative, if an involved party is an individual person, the person shall sign his/her name identical to his/her effective identification.
11.3 After the agreement becomes effective, it shall be notarized with a mandatory enforcement effect, if requested by the trustor.
11.4 This agreement is governed by the laws of the People’s Republic of China, any disputes arising from or of the nature of this agreement shall be resolved in a People’s court with jurisdiction where the involved party operates.
11.5 The guarantee contract, the trusted loan application of the borrower, the "Notice of issuance of the trusted loan" by the trustor, and other related documents and materials provided by the borrower and trustor constitute inseparable parts of this agreement.
11.6 This agreement has three original copies, each party keeps one copy, and there will be several copies of the same agreement for examination.
In witness, this agreement is executed by the three parties who have no questions concerning all of the terms expressed in the agreement, and the parties have sufficient understanding about the legal meanings of the parties’ rights, obligations and responsibilities.
The trustor (seal)
Legal person (major person in charge or authorized representative)
Signature or seal
The lender (seal)
Legal person (or authorized representative)
Signature or seal
The borrower (seal)
Legal person (or authorized representative)
Signature or seal
Date:___________
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