Loan Agreement (English Translation)
Exhibit
10.23
(English
Translation)
This
Loan
Agreement (the “Agreement”) is entered into as of December 20, 2007 between the
following two parties:
Borrower:
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Xxxxx
Steel Technology Co., Ltd.
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Address:
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Xx.0
Xxxxx Xxxx, Xxxxxxxx Xxxxxxxxxx Xxxx,
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Xxxxxxxx
Xxxx, Xxxxxxx Xxxxxxxx,
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People’s
Republic of China, 215534
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Lender:
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Xxxxxx
Xxxx
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Address:
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Xx.0
Xxxxx Xxxx, Xxxxxxxx Xxxxxxxxxx Xxxx,
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Xxxxxxxx
Xxxx, Xxxxxxx Xxxxxxxx,
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People’s
Republic of China, 215534
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The
Borrower and the Lender will each be referred to as a “Party” and collectively
referred to as the “Parties.”
WHEREAS,
the Borrower wishes to borrow a loan from the Lender for working capital
and the
Lender agrees to provide such loan to the Borrower after reviewing the status
and the request of the Borrower.
NOW
THEREFORE, the Parties agree as follows:
Article
1 CURRENCY, AMOUNT AND TERM OF THE LOAN:
1.1
The
currency for the loan shall be U.S Dollars.
1.2
The
Lender agrees to provide a loan in the amount of
7,100,000 U.S
Dollars (the “Loan”) to the Borrower.
1.3
The
term of the Loan shall be
24
months
from the date of this Agreement.
1.4
The
loan shall be remitted to the bank account designated by the Borrower no
later
than December 20, 2007.
Article
2 THE PURPOSE OF THIS LOAN
2.1 The
Borrower agrees that the Loan shall only be used as working capital of the
Borrower.
2.2. Without
the Lender’s prior written approval, the Borrower shall not use the Loan for any
other purpose.
Article
3 THE INTEREST RATE AND CALCULATION OF INTEREST:
3.1 Interest
rate: The annual interest rate shall be 5
%
during
the term of this Agreement. If the Chinese related authority adjusts the
interest rate or the manner of calculation of interest, the interests of
the
Loan shall be adjusted accordingly after the date of such adjustment. The
Lender
is entitled to make such adjustment of interest without informing the Borrower.
3.2 The
interest shall be calculated on the actual days the Borrower uses the Loan,
from
the date the Borrower makes the first drawdown to the date the Loan is repaid.
For purpose of this Agreement, one year shall be calculated as 360 days.
Article
4 REPAYMENT PLAN
4.1
The
Borrower shall repay the loan, including principle and interests no later
than
the date on which the term of this Agreement expires.
4.2
The
Borrower shall repay to the Lender the entire amount of the Loan as
follows:
Repayment
Due Date
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Amount
of Principal:
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December
20, 2009
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USD7,100,000
or RMB equivalent amount
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Article
5 GOVERNING LAW AND DISPUTES RESOLUTION
5.1 The
execution, effectiveness, construction, performance, amendment and termination
of this Agreement and resolution of disputes shall be governed by the laws
of
the People’s Republic of China.
5.2 In
the
event of any dispute with respect to the construction and performance of
this
Agreement, the Parties shall first resolve the dispute through friendly
consultations. In the event the Parties fail to reach an agreement through
consultations, either Party may submit the relevant dispute to the court
in the
jurisdiction where the Lender domiciles.
Article
6 MISCELLANEOUS
6.1 This
Agreement shall become effective on the date hereof, and shall expire upon
the
date of full performance by the Parties of their respective obligations under
this Agreement.
6.2 This
Agreement shall be executed in 2 copies in English, each Party having one
copy
with equal legal validity.
6.3 The
invalidity of any provision of this Agreement shall not affect the validity
of
any other provision of this Agreement.
Borrower:
Xxxxx Steel Technology Co., Ltd.
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By:
/s/ Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Chief Financial Officer
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Lender:
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/s/
Xxxxxx Xxxx
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Xxxxxx
Xxxx
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