Loan Agreement with Jinjiang City Branch of Agriculture Bank of China (No.: 35101200900001758) for RMB20 million
English Translation of
Chinese Language Document
Exhibit
10.35
Loan
Agreement with Jinjiang City Branch of Agriculture Bank of China
(No.:
35101200900001758) for RMB20 million
Borrower
(full name): Guanke (Fujian) Electron Technological Industry Co
Ltd
Lender
(full name): Jinjiang City Branch of Agriculture Bank of China
The
agreement is entered into on March 6, 2009 by and between the Borrower and the
Lender for the mutual interest of both parties and in accordance with the laws
and regulations of the People’s Republic of China.
Article 1
Lending
1 Type of
Lending: Short-term loan for working capital
2 Purpose
of Lending: Purchase of raw material and spare parts
3 Amount
and Currency: RMB20 million
4 Terms
of the Lending:
(1)
|
Date of Extension
|
Date of Maturity
|
|||||||||||||||||||
|
Year
|
Month
|
Date
|
Amount
|
Year
|
Month
|
Date
|
Amount
|
|||||||||||||
|
2009
|
3 | 6 |
RMB20
million
|
2010
|
3 | 5 |
RMB20
million
|
|||||||||||||
(2) If
the terms and the amount of loan shown on this agreement are different from the
loan certificates, the latter one shall prevail. The loan certificate is a part
of the contract.
(3)
If the loan is in foreign currency, then the Borrower shall pay back in the
original currency.
5 Loan
Interest Rate
The RMB
denominated loan shall have a floating loan interest rate.
The
borrowing rate shall fluctuate within 5% of the base interest rate, the annual
rate is 5.5755% adjustable every six months. Five-year or shorter period of
loans shall have an interest rate equivalent to the interest rate announced by
the People’s Bank of China.
6 Interest
Repayment
The
interest shall be settled at the 20th day of each month. The
Borrower should pay the accrued monthly interest on the interest settlement day
and pay the outstanding interest on the maturity date of the loan.
Article 2
The Lender is entitled to refuse to issue loans in the absence of the following
conditions:
1 Open a
deposit account in the Lender;
2
Submission of all the loan application documents as required by the
Lender;
3 If the
loan is foreign currency, then the Borrower shall prepare additional documents
for approval and registration
4
Mortgage or pledged loans shall submit an additional contract to guarantee the
assets for the mortgage or pledge are effective
Article 3
Lender’s rights and obligations
1 The
lender shall be able to learn the manufacturing, operation, financial, inventory
and usage of loan by the Borrower, requiring the Borrower to provide financial
reports periodically.
2 The
lender may require advance repayment on conditions shown on item 7, 8 and 10 of
Article 4.
English Translation of
Chinese Language Document
3 The
lenders may deduct the advance repayment from the Borrowers’ bank
account.
4 If the
amount of deposits under the Borrowers’ bank account is not enough to pay back
the principal, the Lender could use the deposits to pay back the interest,
principal or expenditures.
5 The
borrower’ default in repayment could be disclosed by the Lender.
6 The
lender is obliged to advance loans in accordance with the agreed dates and
terms.
Article 4
Borrower’s rights and obligations
1 The
Borrower shall obtain and use the amount of loans in accordance with terms
stipulated in this agreement
2 The
Borrower shall use the bank account as defined in Article 2 to make
settlement and deposits.
3 For
foreign currency loans, the Borrower shall obtain approvals or registrations
required by the regulators of the People’s Republic of China.
4 The
Borrower shall repay in accordance with the repayment schedule stipulated in
this agreement, or submit a written application for the extension of loans. Upon
approval by the Lender, a loan extension agreement shall be signed by the
Borrower and the Lender.
5
Misappropriation of loans is not allowed.
6 The
Borrower shall provide true, complete and effective financial reports to the
Lender.
7 The
Borrower shall inform the Lender any substantial changes in the corporate
reform, spin-off, M&A, transferring of assets, bankruptcy, liquidation,
establishment of joint ventures, or any other events that may affect the loan
relationships between the Borrower and the Lender.
8
Lawsuits in connection with senior executives, suspension of operation, or
deteriorating financial conditions of the Borrower shall immediately notify the
Lender in writing and discuss measures to retrieve loans.
9 The
Borrower is obliged to notify the Lender if it is to use its assets for a
third-party to apply for mortgage loans.
10 The
Borrower shall not transfer funds or equity to avoid repayment
11 The
Borrower shall inform the Lender for its relocation of business, change of legal
representative, change of Company name, or change of business
scope.
12 The
Borrower shall take necessary measures as agreed with the Lender in case the
guarantor is required to suspend operations, cancel its business license, enter
into a bankruptcy procedure, business loss, or the value of the assets for the
mortgage loans is depreciated.
13 The
Borrower shall assume responsibilities in connection with the legal service,
insurance, transportation, appraisal and notarization as required by this
agreement.
Article 5
Advance Repayment
Upon
approval by the Lender, the Borrower can make repayment ahead of the agreed
date. The interest rate is the same as the original loan rate agreed with the
Borrower.
Article 6
Default
1 The
Lender shall compensate for the losses of the Borrower for the failure to extend
loans in accordance with the agreement. The amount of compensation shall be the
same as the principal and interest incurred during the period of
delay.
2 The
Borrower shall pay additional interest to the Lender for the failure of
repayment in time. The fine rate for the delayed repayment shall be 50% higher
than the loan interest rate. For the deferred repayment of loan in RMB, if the
loan interest rate for RMB rises during the deferred period, then the fine rate
shall be 50% higher than the benchmark loan interest rate.
3
Misappropriation of the loans during the period may incur 100% higher in
interest rate for the portion misappropriated.
4
Deferred repayment of loan interest may incur compound interest
rate.
5 The
Lender is entitled to review and request to stop any activities that may lead to
default of obligations, advance repayment, return of the extended loans, or take
measures to protect the safety of the loan
6 The
Lender is entitled to stop extending loans on default of agreement by one
guarantor.
7 The
Borrower shall pay for the legal and travelling expenditures for
default.
English Translation of
Chinese Language Document
Article 7
Mortgaged Assets
Land use
rights
Article 8
Arbitration
Disagreement
or arbitration shall be submitted to the local court of the Lender.
Article 9
Miscellaneous
Article
10 Effectiveness
This
agreement is effective from the date of signing by the two parties.
Article
11 Number of copies
This
agreement has two copies with each party having one copy with the same legal
power.
Article
12 Notice
The
Lender has noticed the Borrower to review and have a complete and accurate
understanding of this agreement. The two parties are agreeable with the
definitions and terms.
|
Borrower
|
Lender
|
|
Legal
Representative
|
Legal
Representative
|
|
Or
authorized proxy
|
or
authorized proxy
|
Date:
Venue:
Jinjiang City Branch of Agricultural Bank of China
