Loan Contract
Loan
Contract
Contract
Serial Number: 35101200700007053
The
Borrower (Full Name) : Huabao Mingxiang Foods Co., Ltd.
The
Lender (Full
Name) :
Shishi
Subbranch, Agricultural Bank of China
This
Contract is made and entered into by and between the Parties hereto through
negotiation in accordance with relevant laws and regulations of
China.
Article
1 Loan
details
1. Type
of
Loan: short-term working capital loan
2. Use
of
Loan: for working capital
3. Currency
and
Amount of Loan (In words) : RMB Five
Point Twenty-Six
Million Yuan
4. Life
of
Loan:
| (1) |
Loan
period is shown in the following
table.
|
|
Drawdown
|
Maturity
|
|||||
|
Date
|
Total Amount
|
Date
|
Total Amount
|
|||
|
August
21,
2007
|
RMB5,260,000
|
August
20,
2008
|
RMB5,260,000
|
|||
(The
additional schedules of this table constitute an integral part of this
Contract.)
| (2) |
Where
there is any difference between the amounts of loan, the drawdown
date and
maturity date recorded in this Contract and the same in the loan
voucher,
the latter shall prevail. Said Loan voucher shall constitute an integral
part of this Contract. Where
the loan hereunder is made in foreign currency, the Borrower shall
repay
the principal and interest of said loan in original currency at the
time
as agreed.
|
1
5. Floating
interest rate
The
lending rate shall increase by 30%
on the
basis of the benchmark interest rate, i.e. effective annual interest rate is
7.956%.
The
benchmark interest rate for a five-year loan or below shall be that of the
loan
at the same term declared by the People's Bank of China, and the benchmark
interest rate for a loan above five-year shall be that of the loan at the same
term declared by the People's Bank of China plus N/A
(in
words) percentage points.
One
cycle
of interest rate adjustment shall last for three
(in
words) months. Where the benchmark interest rate of the money borrowed is
adjusted by the People's Bank of China, the Lender shall, from the corresponding
date of first month of the next circle after benchmark interest rate adjustment,
adopt the new interest rate determined according to the adjusted benchmark
interest rate for different term of loan and aforesaid calculating method,
and
the Lender may not notify the Borrower. Where the benchmark interest rate
adjustment date is the same date as the disbursement date of the loan or the
corresponding date of loan of the first month of said circle, the new interest
rate shall be determined from the adjustment date of the benchmark interest
rate. Where there is no corresponding date of loan, the last day of said month
shall be deemed as the corresponding date of loan.
6. Settlement
of interest
The
interest of the loan hereunder shall be settled on quarterly
basis,
and the interest settlement date shall be the 20th day of the last month in
each
quarter. The Borrower shall pay the interest on each interest settlement date.
Where the last repayment date of the principal does not fall on an interest
payment date, the unpaid interest shall be settled on the principal repayment
date (interest rate per day = interest rate per month/30).
| Article 2 |
The
Lender shall have the right to refuse to provide the loan hereunder
until
the following conditions are
satisfied
|
|
1.
|
The
Borrower has opened a basic account in the Lender's
office.
|
|
2.
|
The
Borrower has provided relevant documents and data required by the
Lender
and has gone through relevant procedures as
required.
|
|
3.
|
For
loan made in foreign currency, the Borrower has gone through relevant
procedures for approval and registration and other procedures required
by
law in accordance with relevant
provisions.
|
|
4.
|
Where
there is a mortgage or pledge attached to the loan hereunder, the
Borrower
has gone through relevant legal procedures for registration and/or
insurance as required by the Lender, and such mortgage or pledge
or
insurance shall be effective continuously. Where there is a guarantee
attached to the loan hereunder, the contract of guaranty thereof
has been
executed and come into effect.
|
2
Article
3 Rights
and obligations of the Lender
| 1. |
The
Lender shall have the right to get to know information of the Borrower
such as production operations, financing activities, goods and materials
stock and use of loan. It shall also have the right to require the
Borrower to provide documents such as its financial statements, other
data
and information on time.
|
| 2. |
Where
the Borrower is under any of the following circumstances specified
in Item
7, Item 8 and Item 10 of Article 4 hereof (including but not limited
to)
which are enough to influence the security of loan, the Lender may
stop to
provide loan or take the loan back prior to the time limit as agreed.
|
| 3. |
When
taking back or taking back the principal, interest, default interest,
compound interest of the loan and other expense payable from the
Borrower
prior to the time limit as agreed, the Lender may transfer said amount
of
money from any accounts of the Borrower.
|
| 4. |
Where
the money repaid by the Borrower is not enough for the repayment
of the
amount payable hereunder, the Lender may choose to repay the principal,
interest, default interest, compound interest of said loan or other
expenses with said amount of money.
|
| 5. |
Where
the Borrower fails to fulfill its repayment obligations, the Lender
may
openly disclose the Borrower's breach of the Contract.
|
| 6. |
The
Lender shall provide loan to the Borrower in full amount at the time
as
agreed herein.
|
Article
4 Rights
and obligations of the Borrower
| 1. |
The
Borrower shall have the right to acquire and use the loan as agreed
herein.
|
|
2.
|
The
Borrower shall deal with the settlement and deposit affairs relevant
to
the loan hereunder through the account agreed in the Article 2 hereof.
|
|
3.
|
Where
the loan hereunder is made in foreign currency, the Borrower shall
go
through relevant procedures for approval and registration and other
procedures required by law in accordance with relevant provisions.
|
|
4.
|
The
Borrower shall repay the principal and interest of the money borrowed
at
the time as agreed. Where the Borrower needs to renew this Contract,
it
shall submit a written application thereof to the Lender 15 days
before
the maturity date of the loan, and an extension contract thereof
shall be
concluded with the Lender upon the Lender's
consent.
|
| 5. |
The
loan shall be used in the way as agreed herein, and shall not be
illegally
occupied or misappropriated.
|
3
| 6. |
The
Borrower shall provide true, integrate and valid financial statements
or
other related data and information to the Lender on a monthly basis
and
shall actively cooperate with the Lender in examining its production
operations, financing activities and its use of the loan hereunder.
|
| 7. |
Before
taking such activities as contracting, leasing, joint-stock system
reform,
merger, split-up, establishing, joint ventures, asset assignment,
applying
for suspension of business or rectification, voluntary dissolution,
voluntary bankruptcy and other activities which are enough to cause
changes to the creditor's rights and liabilities herein or which
are
enough to influence the realization of the Lender's creditor's rights,
the
Borrower shall not carry out the foregoing activities unless it notifies
the Lender in written form in advance and concurrently makes certain
of
its performance of debt or fulfills its repayment obligations in
advance.
|
| 8. |
Save
as provided in the above item 7 of this Article, where the Borrower
is
under any such other circumstances which will exert great detrimental
effects on its fulfillment obligations of repayment hereunder as
suspension of business, discontinuation of business, cancellation
of
registration, cancellation of business license, or where its legal
representative or major principals are involved in illegal activities,
the
Borrower is involved in material lawsuits or arbitrations, or grave
difficulties arise in its production operations, or deterioration
happens
in its financial condition, the Borrower shall forthwith send the
Lender a
written notice thereof and shall made certain of the protective measures
of creditor's rights accepted by the Lender.
|
| 9. |
Where
the Borrower provides a warranty for other person's liabilities or
provides a mortgage or pledge to a third party with its principal
properties which may influence its repayment capacity hereunder,
the
Borrower shall send the Lender a written notice thereof and shall
obtain
consent thereof from the Lender.
|
| 10. |
The
Borrower and its investors shall not, without approval, withdraw
their
capital, transfer their assets, or assign their shares to evade their
liabilities to the Lender.
|
| 11. |
Where
there is any change to the name, legal representative, address or
the
scope of business of the Borrower, the Borrower shall send a written
notice thereof to the Lender in time.
|
| 12. |
Where
the assuror hereunder is under any of the following circumstances
such as
suspension of business, discontinuation of business, cancellation
of
registration, cancellation of business license, bankruptcy and poor
operation, or the assuror loses part or all its corresponding warranty
capacity relating to this Contract, or the property mortgaged, the
property pledged for the loan hereunder, or the value of the rights
pledged decrease, the Borrower shall provide other warranty measures
in
time accepted by the Lender.
|
| 13. |
The
Borrower shall assume such expenses for lawyer's service, insurance,
transportation, evaluation, registration, custody, appraisal and
notarization fees relevant to this Contract and the warrant
hereunder.
|
4
Article
5 Repayment
before the maturity date
Where
the
Borrower intends to repay the loan before the maturity date, it shall obtain
consent from the Lender thereof. Where the Lender agrees the Borrower to repay
the loan in advance, the interest of the loan repaid in advance shall be
calculated in accordance with item
2
below:
|
1.
|
The
interest thereof shall be calculated based on the term of loan and
interest rate as agreed herein.
|
|
2.
|
The
interest thereof shall be calculated on the basis of the interest
rate as
agreed herein.
|
Article
6 Liability for breach of contract
|
1.
|
Where
the Lender fails to provide loan to the Borrower in full at the time
agreed herein, thus causing losses to the Borrower, the Lender shall
pay
penalty for breach of contract to the Borrower on the basis of the
total
amount thereof and the number of days postponed, and the penalty
shall be
calculated in the same way as that of the interest of the overdue
loan at
the same term.
|
|
2.
|
Where
the Borrower fails to repay the principal of the loan at the time
as
agreed herein, the Lender may charge a penalty interest for the overdue
loan from the overdue date to the repayment date of all the principal
and
interest of the loan. And the penalty interest rate thereof shall
increase
by thirty
percent
(in words) on the basis of the interest rate as agreed herein. During
the
overdue period, where the loan is made in the currency of RMB and
where
the People's Bank of China increases the benchmark interest rate
of RMB of
the same term, the said penalty interest rate shall increase accordingly
from the adjustment date of said benchmark interest
rate.
|
|
3.
|
Where
the Lender fails to use the loan as agreed, the Lender may charge
a
penalty interest for the part of loan of improper use from the date
thereof to the repayment date of all the principal and interest of
the
loan. And the penalty interest rate thereof shall increase by fifty
percent
(in words) on the basis of the interest rate as agreed herein. During said
overdue period, where the loan is made in the currency of RMB and
where
the People's Bank of China increases the benchmark interest rate
of RMB of
the same term, the said penalty interest rate shall increase
correspondingly from the adjustment date of said benchmark interest
rate.
|
|
4.
|
The
Lender may collect a compound interest on the accrued interest in
accordance with the provisions of the People's Bank of China. Said
accrued
interest shall consist of the accrued interest occurring during the
term
of loan (including the default interest for improper use) and the
accrued
interest occurring after overdue loan (including the default interest
for
overdue loan and the default interest for improper use).The Lender
may,
within the term of loan, charge a compound interest on the accrued
interest occurring in the same term on the basis of interest rate
as
agreed. A compound interest shall be calculated on the basis of interest
rate of overdue loan from the maturity date. And the compound interest
for
the accrued interest of overdue loan shall be counted on the basis
of the
interest rate thereof.
|
5
|
5.
|
Where
the Borrower fails to fulfill its obligations hereunder, the Lender
shall
have the rights to require the Borrower to rectify such breach, stop
to
provide the loan agreed and take back the loan provided in advance,
and it
shall also have the right to declare that the loan under other loan
contracts concluded between the Borrower and the Lender is due or
adopt
other protective measures of
assets.
|
|
6.
|
Where
any guarantor of the loan hereunder fails to fulfill its obligations
herein, the Lender shall have the rights to stop to provide said
loan to
the Borrower, take back the loan provided or adopt other protective
measures of assets.
|
|
7.
|
Where
the Lender realizes its creditor's rights through lawsuit or arbitration
due to breach of Contract by the Borrower, the Borrower shall be
responsible to pay for all retainer fee, traveling expense and other
expenses in realizing its creditor's rights which are paid by the
Lender.
|
Article
7 Warranty
The
Parties hereto take guarantee as the warranty type herein, and a guarantee
contract thereof shall be concluded otherwise. Where a maximum amount guarantee
contract is adopted, the number of said contract shall be NO. 35905200900000003
and
35902200700012399.
Article
8 Settlement
of disputes
Where
there are any disputes arising from the performance hereof, the Parties hereto
may settle the dispute through negotiation, and they also may settle said
disputes through the way provided in item
1
below.
|
1.
|
Lawsuit:
The lawsuit shall be under jurisdiction of the people's court in
the place
where the Lender is located.
|
|
2.
|
Arbitration:
The dispute may be submitted to _________ (full
name of the arbitration authority) in accordance with its arbitration
rules for arbitration.
|
During
the term of said lawsuit or arbitration, the Parties hereto shall continuously
carry out the clauses hereof not involved in said disputes.
Article
9 Other
provisions
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
6
Article
10 Validity
of this Contract
This
Contract shall come into effect as of the date of signature or seal of this
Contract by the Parties hereto. .
Article
11 Copies
of this Contract
This
Contract is made in three
copies
with equal effect. Each Party hereto shall hold one of them, and each warrantor
shall hold one of them.
Article
12 Prompts
The
Lender has reminded the Borrower of making all-round and correct understanding
of the printed clauses of this Contract and has explained relevant clauses
hereof upon the request of the Borrower. Both Parties hereto agree with the
meaning of all the definitions and terms herein.
7
|
The
Borrower (signature
and seal)
Huabao
Mingxiang Foods Co., Ltd.
Legal
Representative or Authorized Agent
Xxx
Xxxxxxx
|
The
Lender (signature
and seal)
Shishi
Subbranch, Agricultural Bank of China
Principal
or Authorized Agent
Xx
Xxxxxx
|
|
Date:
August
21, 2007
Place:
Shishi
Subbranch, Agricultural Bank of
China
|
8
