Credit Line Agreement
Credit
Line Agreement
No.:
79142007280056
Loanee:
Shenzhen
Highpower Technology Co., Ltd.
(hereinafter referred to as “Party A”)
Legal
Representative: Pan Dangyu
Legal
Address: Luoshan Industrial Park, Pinghu Town, Longgang District,
Shenzhen
Postal
Code: 518111
Tel:
0000-00000000
Fax:
Bank
of
Deposit: Longhua Sub-branch, Shenzhen Branch, Shanghai Pudong Development
Bank
Account
No.:
Loaner:
Shenzhen Branch, Shanghai Pudong Development Bank (hereinafter referred to
as
“Party B”)
Legal
Representative: Zong Lexin
Legal
Address: 26/F Shenzhen International Business Center, Futian District,
Shenzhen
Postal
Code: 518048
Tel:
0000-00000000
Fax:
0000-00000000
To
develop a long-term, stable, and reciprocal bank-enterprise cooperative
relationship between Party A and Party B, basing on the principles of equality,
free will, and good faith, Party A and Party B, upon negotiation, agree to
the
following provisions by which they intend to be bound:
Article
1 Credit Line
| 1.1 |
The
highest credit line that Party B will provide to Party A during the
term
of credit set forth herein is (currency) RMB
(in
words) twenty
eight million five hundred and seventy thousand
Yuan.
|
| 1.2 |
Party
A may apply for multiple currencies under the credit
line.
|
| 1.3 |
The
sub-credit lines of the credit types under the credit line are listed
as
follows:
|
1
|
Contents
|
Currency
|
Amount
(in words)
|
|
Amount
of loan
|
RMB
|
twenty
eight million five hundred and seventy thousand
|
|
Amount
of bank acceptance xxxx
|
||
|
Amount
of discount for trade xxxx
|
||
|
Amount
of L/C for export
|
||
|
Amount
of the letter of guarantee to be established
|
||
|
Amount
of import xxxx advance/ shipping
guarantee
|
||
|
Amount
of export xxxx advance/
xxxx purchased/discount
|
||
|
Amount
of the packed loan of export L/C
|
Article
2 Term of Credit
| 2.1 |
The
effective term applicable to the highest credit line provided in
Article 1
hereof is one year, from 7th
of
September
of
2007
to
7th
of
September
of
2008.
|
| 2.2 |
The
credit line herein during such term of credit may be recycling.
|
Article
3 Credit Guarantee
| 3.1 |
In
order to guarantee the creditor’s rights of Party B herein are paid off,
one or all of the following guarantees will be
applied.
|
√oGuaranty
Pan
Dangyu
provides
a guaranty; and the number of the guaranty contract is ZB7914200728005601;
√oMortgagee
Shenzhen
Highpower Technology Co., Ltd
provides
a mortgage with its land-use right (mortgaged property) to the industrial land
of Xinhu Industrial Park, Shangliao Village, Ma’an Town, Huzhou City (Map No.:
2550.75-548.25); the number of the mortgage contract is
ZD7914200728005601;
×oPledger _______
provides a pledge with (pledged property); and the number of the pledge contract
is ___________.
| 3.2 |
When
Party A and Party B sign a Specific Business Contract herein, Party
B will
have the right to ask Party A to provide guaranties other than those
set
forth in Clause 1 of Article 3 hereof, and as for such guaranties,
Party B
may ask all the guarantors to bear liabilities of guaranty or may
choose
to use any form of guaranty together with the other forms of guaranty
to
pay off the debts that Party A shall pay off, and Party A will give
up its
right of defense against such choices of Party B.
|
2
Article
4 Use of Credit Line
| 4.1 |
Within
the term of credit and highest credit line set forth herein, Party
A may
use the credit line for one time or by stages, but its use of the
credit
line shall meet the following conditions:
|
| 4.1.1 |
This
Credit Line Agreement and the guaranty contracts herein have entered
into
force;
|
| 4.12 |
All
the legal documents provided by Party A as required by Party B herein
are
qualified and complete;
|
| 4.1.3 |
Party
A has submitted a letter of application and/or due xxxx of loan to
Party
B;
|
| 4.1.4 |
With
the examination and approval of Party B, the Parties sign the specific
contracts in respect of the credit operations (hereinafter referred
to as
“Specific Business Contract”);
|
| 4.1.5 |
The
use of credit line under any Specific Business Contract shall comply
with
the related laws and regulations of the
state.
|
| 4.2 |
The
unpaid sum (i.e. the accumulated unpaid sum in use) of loan used
by Party
A at any time within the term of credit may not exceed the highest
credit
line set forth in Clause 1 of Article 1 hereof, however, within the
term
of credit, Party A may apply for reuse of the paid credit line, and
the
credit line not used in the term of credit will be automatically
cancelled
upon the expiration of the term of credit.
|
| 4.3 |
Party
B will be entitled to cancel the credit line provided that Party
A fails
to perform its obligations according to the Specific Business Contract
within the term of credit.
|
| 4.4 |
Party
A must apply for using credit line within the term of credit provided
in
Article 3, and the term for using each credited fund will be decided
according to the Specific Business
Contract.
|
| 4.5 |
As
for those matters involved in the operation of bank-accepted xxxx,
letter
of guarantee, and international trade financing and under this Agreement,
such as the discount rate of xxxx discount, the interest rate and
exchange
rate determined in loan and export and import xxxx advance, and the
interests collectable in each specific operation and the way of
collection, shall be agreed upon by the Parties in each Specific
Business
Contract.
|
| 4.6 |
Where
there is any discrepancy between the Specific Business Contract signed
by
the Parties for each specific crediting operation and this Agreement,
such
Specific Business Contract shall prevail.
|
3
Article
5 Warrants of Party A
| 5.1 |
PartyA
shall use this credit line for any specific business in compliance
with
the laws and the provisions of the Specific Business Contract
and Party B
shall be entitled to inspect all the related operations at any
time;
|
| 5.2 |
During
the term of credit, Party A shall, at the request of Party B, submit
to
Party B the relevant financial statements, progress of the major
projects,
and all the bank account numbers and the balance of bank deposit
and
loans. Party A undertakes that all the materials provided by Party
A will
be accurate, true, complete, and
valid;
|
| 5.3 |
Party
A undertakes that its assumption of contingent debts or disposal
of fixed
assets will not impair its capability for repayment to Party
B;
|
| 5.4 |
Party
A undertakes that it will immediately notify Party B in writing of
the
occurrence of any of the following events, and Party B may, subject
to the
actual situation, adjust or cancel the credit line and declare maturity
of
a part or the entire granted credit limit:
|
| 5.4.1 |
There
has been a breach under the credit contract or guaranty contract
between
Party A and any other creditor;
|
| 5.4.2 |
Before
the satisfaction of the debts hereunder, Party A has assumed or will
assume any debt or contingent debt, or has provided a mortgage or
pledge
to a third party.
|
| 5.4.3 |
There
has been a change in Party A in terms of its subordination, its scope
of
main business, its directors and senior executives, amendment to
the Joint
Venture Contract, the Articles of Association, and internal organizational
structuring;
|
| 5.4.4 |
Party
A or its major officers get involved in any material violation of
disciplines or laws, or claims and Party A get involved in any litigation
or arbitration due to any dispute on any material creditor’s rights or
debt;
|
| 5.4.5 |
Party
A faces serious difficulty in business operations and its financial
situation is deteriorated;
|
| 5.4.6 |
Other
matters that may affect Party A’s financial situation and its capability
for repayment.
|
| 5.5 |
Party
A undertakes that it will obtain written approval from Party B or
pay off
the creditor’s right of Party B before taking the following measures:
|
| 5.5.1 |
decrease
of its registered capital in any way, significant structuring reform,
such
as split, merger, reorganization, restructuring into stockholding
system,
or cancellation, dissolution, shutdown, or change of its operational
method by means of contracting, leasing, joint operation, or
entrusting;
|
4
| 5.5.2 |
any
significant issue related to its external investment or asset
transfer;
|
| 5.5.3 |
any
significant ownership issues related to ownership share adjustment
or
transfer.
|
| 5.6 |
Party
A shall make timely repayment of all the principals, interests, costs
and
expenses of this credit granted under this credit
line.
|
| 5.7 |
The
settlement, intermediate business volume, and amount of deposit that
Party
A processes with Party B and its branches shall be no less than
60%
of
the total volume of the same business Party A process with all the
financial organizations, or the proportion of the settlement, intermediate
business volume, and amount of deposit that Party A processes with
Party B
over the total settlement, intermediate business volume, and amount
of
deposit of Party A shall be no lower than that of the total credit
Party B
has granted Party A over Party A’s total credit line from financial
institutions, whichever is higher.
|
| 5.8 |
Party
A confirms that Party B shall have the right to entrust the internal
organizations of Shenzhen Branch of Shanghai Pudong Development Bank
(including branches and sub-branches) to perform the credit line
agreement
or conduct a specific operation.
|
Article
6
Undertakings of Party B
| 6.1 |
Where
Party A applies for the use of this credit line for any specific
business
in compliance with this Contract and the requirements from Party
B, Party
B shall approve such application and shall perform as scheduled according
to the Specific Business Contract.
|
| 6.2 |
Party
B shall, upon the request of Party A, provide Party A with consultation,
agency, settlement, and all the other intermediate services within
its
scope of business.
|
| 6.3 |
Except
the
circumstances as provided in Article 5 and Article 7 respectively,
Party B
shall not unilaterally make any adjustment to the term of credit
and
credit line in a way that is unfavorable to Party A.
|
Article
7 Adjustment of Credit Line
During
the process of performing this Agreement, Party B shall have right to adjust
or
cancel the credit line or ask Party A to pay off the used loan in advance,
according to the following circumstances:
5
| 7.1 |
Party
A fails to make scheduled repayment or payment of the principals,
interests, costs and expenses due and payable under the credit (including
advance money) as agreed;
|
| 7.2 |
Party
A is in breach of Article 5 hereof;
|
| 7.3 |
Party
A is in breach of any Specific Business
Contract;
|
| 7.4 |
Party
A or the Guarantor suffers deteriorating business operations or will
suffer significant operational
risks;
|
| 7.5 |
There
has been a material change to the market relating to the business
operation of Party A or the Guarantor;
|
| 7.6 |
There
has been a material change in the country’s monetary policy;
|
| 7.7 |
Party
A or the Guarantor is subject to debt dispute or litigation with
any third
party;
|
| 7.8 |
Party
A or the Guarantor loses its business
reputation;
|
| 7.9 |
The
guarantee capability of the Guarantor hereunder is clearly insufficient,
or the value of the security collateral for the creditor’s rights created
hereunder is reduced significantly;
|
| 7.10 |
Party
A or the Guarantor has any of following acts: transfer of property,
spiriting its funds away, evading debts, or any other acts that may
damage
the rights and interests of Party B;
|
| 7.11 |
Party
A or the Guarantor is in a circumstance where it will or may lose
its
capability to fulfill its debts obligations;
|
| 7.12 |
Prior
to the expiration of the term of credit, Party A has expressly stated
that
it will not perform its debt obligations hereunder or under any Specific
Business Contract or has indicated so through its
acts.
|
Article
8 Applicable Law and Dispute Settlement
| 8.1 |
This
Agreement is governed by the laws of the People’s Republic of
China.
|
| 8.2 |
In
case of any dispute arising from this Agreement during the term of
hereof,
the Parties may settle it through consultation; failing that, the
Parties
agree to settle it in the following
method:
|
6
√oBring
the
dispute before the People’s Court at the place where Party B is located
o
Apply
to
Shenzhen Arbitration Committee for arbitration.
| 8.3 |
As
for any dispute that occurs during the performance of any Specific
Business Contract, the Parties may settle it according to the provisions
of such contract.
|
Article
9 Effectiveness
This
Agreement will become effective when the following conditions are
satisfied:
| 9.1 |
This
Agreement is executed by the authorized representative and affixed
with
the corporate seal of each Party;
|
| 9.2 |
The
guaranty contract under this Agreement becomes effective in accordance
with laws.
|
Article
10 Supplementary Provisions
| 10.1 |
Any
modification or supplementation shall be made in written form and
shall
constitute as an integral part
hereof;
|
| 10.2 |
The
Specific Business Contract for each specific credit line signed by
the
Parties according to this Agreement shall constitute as a part hereof;
|
| 10.3 |
Other
matters agreed by the
Parties:
|
1.
Party A shall pay Party B sixty thousand RMB as credit line management
fee;
2.
The
recovered funds Party A receives from its sale and transfers to Party B in
each
month starting from the month when Party B releases the first withdraw shall
be
no less than eight million RMB and shall be no less than one million US dollars
in case of international settlement;
3.
Before the end of 2007, the parent company of Party A, Hong Kong Highpower
Technology Company Limited, shall increase its capital investment in Party
A or
establish a new company in Shenzhen, and such invested capital shall be no
less
than fifteen million RMB.
| 10.4 |
This
Agreement is made in four
counterparts, one for Party A, one for the Guarantor and two for
Party B,
and each counterpart shall have the same legal
effect.
|
7
| 10.5 |
This
Contract was executed in
Shenzhen on
September
18, 2007.
|
As
of the
execution hereof, both Party A and Party B have no doubt about all the
provisions hereof and have an accurate understanding of the legal meaning of
the
provisions in respect of the rights and obligations and liabilities of each
Party.
|
Party
A:
Shenzhen Highpower Technology Co., Ltd. (Sealed)
|
Party
B:
Shenzhen Branch, Shanghai Pudong Development Bank
(Sealed)
|
|
/s/
Pan Dangyu
Authorized
Representative: Pan Dangyu
(Signature)
|
/s/
Illegible Signature
Authorized
Representative:
(Signature)
|
8
