MAXIMUM MORTGAGE CONTRACT Community Bank
Congtract
No.
MAXIMUM MORTGAGE CONTRACT
Community
Bank
Maximum
Mortgage Contract
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IMPROTANT
NOTICE
Please
the mortgager read this contract seriously, especially those articles with
mark ▲▲. Please request the mortgagee to give a full explanation if the
mortgager has any doubtful point.
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Mortgater: Dongying(Jiangsu)
Pharmaceutical Co.
Ltd
Legal
Rrepresentative:___________________Huang
Lequn_______________________________________________
Type of
ID:
ID No.:____________________________________________________
Legal
Address:______________8
Xxxxxxxxx Xxxx, Xxxxxxxxxxx
Xxxxxxxx___________________________________
Communication
Address: Postal
Code:________________________________________________
Telephone:_________________________________________________________________________
Mortgagee: Community
Bank Nantong
Branch
Principal: Xxxx
Xxxxxxx
Communication Address:
00 Xxxxxx Xxxxxx
Xxxx
In
consideration of that Dongying(Jiangsu)
Pharmaceutical
Co. Ltd （hereinafter called
"debtor "）and
mortgagee（debtee） agreed to and
signed < Maximum Loan Contract>（hereinafter called
"master contract"）, which contract
No. is 3260402009L10000000, in
order to safeguard the realization of successive creditor's rights under the
master contract, the mortgager would set mortgage with the property which
disposition right is owned by the mortgager.
In order
to define both sides' right and obligation，mortgager and
mortgagee especially make this contract after reaching ananimity through
negotiation.
Article
one, Property mortgaged
Paragraph
1.1 The property mortgaged mortgager submitted are： land use right and building
property（hereinafter called
"guaranty"）.
Paragraph
1.2 The detail information of property mortgaged takes " guaranty checklist "
attached to this contract as final.
Paragraph
1.3 The virtue of mortgage covers the guaranties and their accessories,
accessory rights, attachments, things connected, processed goods, fruits,
subrogation things.
Article
two, Liabilities to guarantee
Paragraph
2.1 The main creditor's rights mortgager hypothecated are the main creditor's
rights engendered under the master contract，including
mortgagee extends all classes of loan or other financing to debtor according to
the master contract，or，mortgagee holds
the creditor's rights（including
contingent creditor's rights） from debtor
because establishing bank acceptance bill, letter of credit or letter of
guarantee（including stand-by
letter of credit，the same
below）for
debtor.
When the
main creditor's rights happen under the master contract（including
contingent creditor's rights），mortgagee and
debtor may engage the kind of currency, amount, interest rate and
deadline for fulfilling debt in " Quota Application " under the master
contract.
Paragraph
2.2 The maxima credit limit of mortgage is （kind of currency
and amount in words） five
million RMB.
Paragraph
2.3 The coverage of mortgage is credit principal and its interest, compound
interest, default interest, penalty, damages, and expenses for realizing credits
and mortgages( include , but not limited to collection outlay, legal cost or
arbitration fee, guaranty disposition fee, transfer fee, maintenance of
possession toll, bulletin toll, execution toll, attorney fee, travel expenses
and other outlay) under the master contract.
▲▲Paragraph 2.4
Both sides signed this contract particularly engage as follows：validity of this
contract is independent of the master contract; invalidity of the master
contract or its relative articles and paragraphs does not affect efficacy of
this contract; the mortgager promises to bear joint responsibility for the
restoration duty or responsibility the debtor has to assume after the master
contract is invalid.
Article
three, Establish of the creditor's rights guaranteed
Paragraph
3.1 The guaranteed main creditor's rights under this contract will be
established on the earliest day of the following dates（"the main
creditor's rights establish day "）：
(1)
Occurrence date of the last main creditor's rights under the master
contract；
(2) The
date of the debtee cancels credit granting limit according to the master
contract；
(3) The
date of the mortgagee receives the notice of a government office which seizes or
detain the guaranty if the guaranty is seized or detrained in the period of the
guaranty under mortgage；
(4) The
date of the debtor or the mortgager is declared bankruptcy or dismissed；
(5) The date of
mortgagee exert its right of pledge based on Article 8 of this
contract.
Paragraph
3.2 The main creditor's rights engendered before the date of the main
creditor's rights established（including that
same day）and
its creative interest（including compound
interest, defaut interest for overdue repayment or embezzlement）during the time
from the day the main creditor's rights established to the day the mortgager
undertakes responsibility, and the expenses with which the debtee realize the
creditor's rights and right of pledge listed in Paragraph 2.3 are all
belong to the coverage this contract guarantees.
The
generation of the main creditor's rights is that the mortgagee offers loans or
financing fund or establishes bank acceptance bill, Letter of Credit or letter
of guarantee.
Paragraph
3.3 If the mortgagee transfers part of the creditor's rights under the master
contract before the main creditor's rights established，whether the
maximum amount right of pledge is transferred and how it is transferred
subject to the notice in writing the mortgagee sends to the mortgager on the
occasion.
Article
four, The registration of the guaranty
The
mortgager ought to go through mortgage registration formalities of the guaranty
under this contract to the registration government office immediately after this
contract is agreed to and signed， and deliver the
other right certifications, mortgage registration evidentiary document original
and the guaranty ownership certification original to the mortgagee in three days
after completing satisfactorily the registration formalities.
Article
five, Insurance
Paragraph
5.1 The mortgagee has a right to require the mortgager to cover insurance for
the guaranty，
amount insured can not be lower than the principal and interest of the
creditor's rights under the master contract， duration of
insurance can not be shorter than the deadline for performance of debt under the
master contract，and the mortgagee
ought to be appointed as the first beneficiary of insurance interests.
The
mortgager should deliver the insurance policy original to the mortgagee after
insurance procedure is complete satisfactorily.
Paragraph
5.2 The mortgager should disburse all of insurance premium during the life of
this contract，and fulfill other
obligations necessary to support insurance exist effectively.
Paragraph
5.3 If the mortgager cannot cover insurance or renew insurance，the mortgagee have
a right to cover insurance, renew insurance，pay insurance
premium in the name of the mortgager or adopt other insurance support
measure，the
mortgager should offer necessary assistance and assume the premium and
associated costs that the mortgagee disburses because of these
actions.
▲▲Article
six, Statement and assurance of the mortgager
Paragraph
6.1 The mortgager possesses capacity for private rights and complete capacity
for civil affair action（the mortgager is a
natural person）/ the mortgager is
established by operation of law and legal exist, possesses all of necessary
capacity for rights（the mortgager is
not a natural person），is able to
fulfill the obligation of this contract and assume civil liability in his/its
name.
Paragraph
6.2 Signing and fulfilling this contract is the expression
of the mortgager's true intention and is got all of necessary agreement,
approval and authorization. It has no lawful fault.
Paragraph
6.3 All of the documents, materials and information the mortgager submits to the
mortgagee during signing and fulfilling this contract are authentic,
accurate, integrate and valid.
Paragraph
6.4 The mortgager holds sufficient disposition right to the guaranty. If the
guaranty is shared, its disposition has obtained all of the necessary agreement
and approval.
Paragraph
6.5 The guaranty has no fault，is not seized，detained or
supervised and controlled，and is not under
any status of disputation, mortgage, hypothecation or lawsuit（arbitration）.
Paragraph
6.6 The debtor is not the stockholder or "actual controller" (defined as
"Corporation Law ") of the mortgager when this contract is agreed to and
signed.
▲▲Article
seven Obligation of the mortgager
Paragraph
7.1 The mortgager should assume expenses for valuation, registration,
notarization, identification, insurance, safekeeping, repair and maintenance of
the relative guaranty under this contract.
Paragraph
7.2 The mortgager should use intelligently and keep the guaranty safe，not use the
guaranty in any improper mode， repair and
maintain the guaranty regularly to assure the guaranty in good condition，and handle
insurance according to the mortgagee's requirement.
Paragraph
7.3 The mortgager should not have any behavior to derogate or likely to derogate
the value of the guaranty；the mortgagee
should not dispose the guaranty in any mode of transfer, bestowal, lease,
or enactment of real right for security.
Paragraph
7.4 The mortgager should cooperate with the mortgagee to inspect the status of
use, maintenance and safekeeping and ownership preservative status.
Paragraph
7.5 The mortgager should notify the mortgagee in written form immediately when
any of the following conditions occurs and offer a new guarantee according to
the mortgagee's requirement：
(1) The guaranty
likely damages or its value likely reduces significantly；
(2) The safety or
good condition of the guaranty falls under or may fall under detrimental
effect；
(3) A disputation
on the ownership of the guaranty occurs；
(4) The guaranty is
adopted a enforcement measure such as property preservation of attachment and
detainment or execution measure or others；
(5) The guaranty
falls under or likely to fall under invasion from any third-party；
(6) The job or
income of mortgager occurs significant change（the mortgager is a
natural person）；
(7) The
mortgager（the
mortgager is not a natural person）goes out of
business, dismisses, is stopped doing business for internal rectification, is
cancelled business license, is dissolved, applies or is applied to declare
bankruptcy。
Paragraph
7.6 Before the debtor clears off all of debts under the master contract to the
mortgagee，the
mortgager does not exert recovery right which the mortgager holds to the debtor
or other warrantor because the mortgager fulfils this contract.
Paragraph
7.7 Before the debtor clears off all of debts under the master contract in full,
if the debtor becomes the stockholder of the mortgager or its actual
controller，
the mortgager should notify the mortgagee immediately and provide the resolution
of stockholder meeting（general meeting of
share holders） about agreeing to
tender guarantee.
Paragraph
7.8 The mortgager should assist the mortgagee to realize the right of pledge and
shan't place any obstacle.
▲▲Article
eight, Realization of the right of pledge
Paragraph
8.1 If any of the following status comes forth，the mortgagee have
a right to auction or sell off the guaranty by operation of law and acquire
prior compensation from the obtained proceeds：
(1) The debtor does
not refund all or part of loan, financing principal, advance payment of the
mortgagee, or corresponding interest under any "Quota Application" in full on
the schedule；
(2) The mortgager
does not tender other guarantee according to the engagement in paragraph
7.5.
Paragraph
8.2 After the guaranty auctioned or sold off by operation of law, the obtained
proceeds will be disposed as follows：
(1) To clear off
the debtor's expired debt；
(2) If the debtor
has any debt not matured yet，the balance after
clearing off the matured debts should be deposited into the caution money
account the mortgagee appointed. When any debt is matured，the mortgagee have
a right to transfer money to repay the debt.
Paragraph
8.3 The mortgager agrees：if the credit
guaranteed was covered by other hypothecation at the same time，the mortgagee have
a right to write its own ticket to select the order of enforcement of right. The
mortgagee have a right to exert the right of pledge directly without claiming
right to other warrantor in advance；if the mortgagee
abandons real right for security under other hypothecation or its right
synposition or changes real right for security，the mortgager
still assumes obligation under bond rather than exempt any
liability.
▲▲Article
nine, Warranty clause
Paragraph
9.1 If the right of pledge is not established or is invalid because of the
following reasons，the mortgager
should offer maximum amount warranty for the debtor's engagements under the
master contract：
(1) The mortgager
does not go through the registration formalities of the guaranty according to
the promise in Article four；
(2) The mortgager's
statement and warranty under Article six are untrue；because of other
reasons attributed to the mortgager's side.
Paragraph
9.2 The maxima credit limit mortgage guaranteed is（kind of currency
and amount in words） five
million RMB ，the mortgager's
warranty mode is joint liability warranty.
Paragraph
9.3 The coverage of the main creditor's rights hypothecated by the maximum
amount warranty is identical to the coverage of the main creditor's rights
mortgaged under this contract, that is to say that the main creditor's rights
hypothecated by the mortgager is the main creditor's rights promised in
Paragraph 2.1 of this contract，the coverage the
mortgager guarantees includes principal and interest, compound interest, defaut
interest, penalty, damages and the expenses to actualize the creditor's rights.
The expenses to realize the creditor's rights include , but not limited to
include , but not limited to, collection expenses, legal cost（or arbitration
fee）,
maintenance of possession toll, bulletin toll, execution toll, attorney fee,
travel expenses and other outlay under the master contract.
Paragraph
9.4 The guaranty period is calculated respectively on the base of the deadline
for performance of debt promised in each "Quota Application "（under bank
acceptance bill / Letter of Credit / letter of guarantee established， according to the
date when the debtee provides advance payment，the same
below）. The
guaranty period under each "Quota Application " is calculated from
the expired date of debt deadline for performance promised in the " Quota
Application "（or the date that
the debtee provides advance payment） to two years
after the expired date of debt deadline for performance promised in the last
matured " Quota Application " under the master contract.
If the
debtor may fulfill obligation by installment promised in " Quota Application "
under the master contract，the guaranty
period of this debt is calculated from the expired date of terminal debt
deadline for performance（or the date that
the debtee provides advance payment） to two years
after the expired date of the last installment debt deadline for
performance（or the date that
the debtee provides advance payment）.
Paragraph
9.5 The efficacy of this guarantee clause is independent of other
clauses of this contract， the condition of
this guarantee clause to come into force is： the right of
pledge under this contract is not established or is invalid because of the
reasons listed in Paragraph 9.1.
Article
ten, Settlement of disputes
The
dispute under this contract should be prosecuted to the court with jurisdiction
where the mortgagee located，during
dispute，each
side should still continue to fulfill the articles not involved in controversy.
Article
eleven, Other clauses
Paragraph
11.1 The mortgager has read the master contract seriously and acknowledged all
of clauses.
Paragraph
11.2 "The guaranty checklist" attached to this contract is an inalienable
constituent of this contract.
Paragraph
11.3 This contract comes into force from the date of the following conditions to
be satisfied fully：（1）the legal
representative（ person in
charge）or
authorized representative of the mortgager signed（or sealed）and affixed
official stamp；the mortgager
signed if the mortgager is a natural person；（2） responsible
official or authorized representative of the mortgagee signed（or sealed）and affixed
official stamp.
Paragraph
11.4 The originals of this contract are in sextuplicate，the mortgager and
the mortgagee each holds two originals，the guaranty
registration official keeps two.
Article
twelve, Other matters promised
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
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The
mortgager has read through the above clauses. The mortgagee has made
corresponding explanation in response to the requirement of the mortgager.
The mortgager does not have any disagreement about all of the
content.
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Mortgager
(Official stamp/ Signature)
Dongying(Jiangsu)
Pharmaceutical Co. Ltd (Official stamp)
Legal
Representative（Principal）or Authorized
Representative(Signature or Seal)
Xxxxx
Xxxxx(Seal)
Signed
Date：January 19th, 2009
Mortgagee (Official
stamp)
Nantong Branch, Community
Bank Co. Ltd (Official
stamp)
Principal
or Authorized Representative (Signature or Seal)
Xxxx
Xxxxxxx (Seal)
Signed
Date： January 19th, 2009
