Loan Contract
EXHIBIT
10.19
Contract
No.: (Zhi) Nong Yin Jie Zi (2005) No. 004
Borrower:
Winner Medical & Textile Ltd. Yichang
Lender:
Zhijiang Branch of Agricultural Bank of China
Article
1 The Loan
| 1. |
The
type of the loan is short-term
loan.
|
| 2. |
The
purpose of the loan is for purchase of raw
materials.
|
| 3. |
Currency
and amount of the loan: RMB Two Million Yuan
Only
|
| 4. |
Term
of the loan:
|
| a. |
The
term of the loan is illustrated as
follows:
|
|
Granting
of the Loan
|
Maturity
of the Loan
|
||
|
Date
|
Amount
(yuan)
|
Date
|
Amount
(yuan)
|
|
June
0000
|
XXX
2 million
|
June
16th
0000
|
XXX
2 million
|
| b. |
If
there is any discrepancy regarding the commencement date, mature
date,
interest rate and amount of the loan between this Contract and the
specific loan certificate which is an integral part to this Contract,
the
latter shall prevail.
|
| c. |
The
Borrower shall repay the loan in the original
currency.
|
| 5. |
Interest
rate:
|
The
interest rate under this Contract is floating rate: the annual interest rate
shall be 8.37%, which is 50% higher than the basic interest rate. The basic
interest rate is the interest rate for loan in RMB for the same period as
promulgated by the People’s Bank of China.
| 6. |
Payment
of Interest
|
The
interest shall be paid monthly on the 20th
day of
each month. If the date of repayment of the last installment of the principal
is
not the interest payment day, the unpaid interest shall be paid with the last
installment of principal at a daily interest rate equivalent to one thirtieth
of
the monthly interest rate.
-1-
Article
2
The
Lender is entitled to withhold the loan unless all of the following requirements
are met:
| 1. |
The
Borrower opens its basic account in the
Lender;
|
| 2. |
The
Borrower provides all necessary documentations, materials and go
through
all procedures as required by the
Lender;
|
| 3. |
In
case that the loan is in foreign currency, the Borrower shall go
through
all the legal procedures for approval, registration etc. in accordance
with the relevant laws and
regulations;
|
| 4. |
In
case that the mortgage or pledge is required for the loan under this
Contract, the relevant legal procedures such as registration and/or
insurance etc. have been completed and the said security and insurance
are
continuously valid. In case that the guaranty is required, the relevant
guaranty contract has been signed and become
effective.
|
Article
3 Rights
and Obligations of Lender
| 1. |
The
Lender is entitled to know the production, operation, financial
activities, material storage, usage of the loan etc. of the Borrower.
The
Lender is also entitled to demand the Borrower to regularly provide
the
relevant documentation, information and materials such as the financial
report etc.
|
| 2. |
In
case of any negative circumstance which may impair the timely repayment
of
the loan, including but not limited to the circumstances stated in
clause
7, 8, 10 of Article 4 of this Contract, the Lender is entitled to
withhold
the granting of the loan or demand prepayment of the
loan.
|
| 3 |
The
Lender is entitled to transfer the relevant amount from any account
of the
Borrower for repayment or prepayment of principal, interest, penalty
interest, compound interest or other fees owed by the Borrower.
|
| 4. |
In
case that the payment made by the Borrower is not sufficient for
all
indebtedness of the Borrower under this Contract, the Lender is entitled
to choose to use such payment for settlement of principal, interest,
penalty interest, compound interest or other
fee.
|
| 5. |
The
Lender is entitled to disclose the default by the Borrower to the
public.
|
| 6. |
The
Lender shall grant the loan to the Borrower timely and in full amount
in
accordance with this Contract.
|
-2-
Article 4 Rights and Obligations of Borrower
| 1. |
The
Borrower is entitled to receive and use the loan in accordance with
this
Contract.
|
| 2. |
The
Borrower shall use the bank account stated under Article 2 of this
Contract for the purpose of payment, settlement and deposit related
to the
loan under this Contract.
|
| 3. |
In
case that the loan is in foreign currency, the Borrower shall go
through
all the legal procedures for approval, registration etc. in accordance
with the relevant laws and
regulations.
|
| 4. |
The
Borrower shall repay the principal and interest of the loan in time.
In
case that the Borrower wishes to extend the loan term, the Borrower
shall
submit a written application to the Lender 15 days before the maturity
date and shall sign the extension contract with the Lender subject
to the
approval by the Lender.
|
| 5. |
The
Borrower shall use the loan for the agreed purpose and shall not
embezzle
or use the loan for other purpose.
|
| 6. |
The
Borrower shall provide the truthful, complete and valid financial
report
and other relevant information, materials to the Lender monthly and
shall
cooperate with the Lender to assist the Lender to supervise the business
operation, financial activities and usage of the loan by the
Borrower.
|
| 7. |
In
case of contractual management, lease, transformation of stock system,
co-management, merger, acquisition, division, joint venture, asset
transfer, application for cease of operation, application for dissolution,
application for bankruptcy etc. of the Borrower which may cause the
change
of indebtedness under this Contract or impair the realization of
its
rights by the Lender, the Borrower shall give prior written notification
to the Lender and obtain the approval by the Lender. The Borrower
shall
also settle its indebtedness before maturity or make specific arrangement
for the settlement of its indebtedness, or otherwise the Borrower
shall
not conduct any of the aforementioned
activities.
|
| 8. |
In
case of any other circumstance such as cease of production, cease
of
business operation, cancellation of business registration, revoke
of
business license, violation of law by legal representative or other
senior
management staff, major litigation or arbitration, major difficulty
in
business operation, deterioration of financial status etc., which
may
affect the performance by the Borrower of its obligations under this
Contract, the Borrower shall notify the Lender immediately in writing
and
make specific arrangement for the settlement of its indebtedness
as
acceptable to the Lender.
|
| 9. |
The
Borrower shall notify in writing the Lender of and obtain the approval
by
the Lender for the granting of guaranty to other third party or mortgage
or pledge its major assets to secure the indebtedness of other third
party
which may affect the performance by the Borrower of its obligations
under
this Contract.
|
| 10. |
The
Borrower and its investors shall not withdraw their capital or transfer
their assets/shares in order to avoid their oblations.
|
| 11. |
The
Borrower shall notify the Lender in writing of any alteration of
company
name, legal representative, address and business scope etc.
|
| 12. |
In
case that the guarantor for the loan lose part or whole of its capacity
to
perform its obligation of guaranty due to cease of production, cease
of
business operation, cancellation of registration, revoke of business
license, bankruptcy or insolvency, or the collateral, mortgage or
pledged
rights for the loan depreciate or are damaged, the Borrower shall
provide
other security acceptable to the
Lender.
|
| 13. |
The
Borrower shall bear all fees for lawyer’s service, insurance,
transportation, evaluation, registration, storage, authentication,
notary
etc. which are related to this Contract or to the security under
this
Contract.
|
-3-
Article 5 Pre-repayment
The
Borrower should obtain consent from the Lender for pre-repayment. Under the
condition that consent from the Lender is obtained for pre-repayment, interest
shall be calculated in accordance with the agreed interest rate for the actual
borrowed loan term.
Article
6 Breach of Contract
| 1. |
In
case that the Lender fails to provide the loan to the Borrower timely
and
in full amount in accordance with this Contract and incurs loss to
the
Borrower, the Lender shall pay the compensation to the Borrower which
shall be equivalent to the interest for delayed withdrawal of loan
for the
same amount and same period.
|
| 2. |
In
case that the Borrower fails to repay the principal of the loan in
accordance with this Contract, the Lender shall charge a penalty
interest
which is 150% of the agreed interest rate until all principal and
interest
are paid up. The penalty interest rate shall be increased accordingly
if
the basic interest rate for loan in RMB for the same period promulgated
by
the People’s Bank of China is
increased.
|
| 3. |
In
case that the Borrower uses the loan for purpose other than that
stipulated in this Contract, the Lender shall charge a penalty interest
equivalent to 200% of the agreed interest rate until all principal
and
interest are paid up. The penalty interest rate shall be increased
accordingly if the basic interest rate for loan in RMB for the same
period
promulgated by the People’s Bank of China is
increased.
|
| 4. |
The
Lender shall charge the compound interest for unpaid due interest
in
accordance with relevant rules of People’s Bank of
China.
|
| 5. |
In
case of breach of obligation under this Contract by the Borrower,
the
Lender is entitled to demand the Borrower to correct its conduct
within
specific period, cease the granting of loan, demand prepayment of
the
loan, declare all loans under any other contracts between the Borrower
and
the Lender become mature immediately or take other security
measures.
|
| 6. |
In
case of breach of obligation under the guaranty contract by the guarantor,
the Lender is entitled to cease the granting of loan, demand prepayment
of
the loan or take other security
measures.
|
| 7. |
The
Borrower shall bear the lawyer’s fee, travel cost or other expenses
incurred to the Lender in realizing its creditor’s right through
litigation or arbitration due to breach of contract by the
Borrower.
|
Article
7 Security
The
security for the loan under this Contract is guaranty and pledge and the
relevant guaranty contract and pledge contract shall be signed separately.
Article
8 Dispute Settlement
Any
dispute arising during the performance of this Contract shall be settled by
litigation in the People’s Court located in the region of the
Lender.
Article
9 Other Issues
N/A
Article
10 Effectiveness
This
Contract shall come into effect once it is signed and stamped by both Parties.
Article
11 Originals
This
Contract has 3 originals. The Lender, the Borrower and the party providing
security shall each retain 1 original. They are of the same legal
effect.
Article
12 Attention
The
Lender has reminded the Borrower to understand this Contract comprehensively
and
accurately and has made necessary explanations upon the request of the Borrower.
Both Parties have the same understanding about this Contract.
|
Borrower
(official seal):
|
Winner
Medical & Textile Ltd. Yichang
|
|
Authorized
Representative:
|
Rongqun
Wang
|
|
Lender
(official
seal):
|
Zhijiang
Branch of Agricultural Bank of China
|
|
Authorized
Representative:
|
Xxxxxxx
Xxxx
|
|
Date:
|
June
16th,
2005
|
|
Venue:
|
Zhijiang
City
|
|
-4-
|
|
