Maximum Credit Volume Loan Agreement (TRANSLATION)
Maximum
Credit Volume Loan Agreement (TRANSLATION)
Borrower:
Long-e Technology (Shenzhen) Co., Ltd
Legal
representative: Bu Shengfu
Official
address: Block C, Seaside Industry Zone, Xingye Rd., Xi’xiang, Bao’an District,
Shenzhen
Post
address: X-0X, Xxxxxx Xxxxxxxxx Xxxxx, Xxxxxx Xx., Xx-xxxx Industry Zone,
Nanshan District, Shenzhen
Lender:
Bank of Communications Shenzhen Huafu Branch
Representative:
Li Canzhou
Post
address: 0xx
Xxxxx,
Xxxxxxxxx Xxxxxxxx, Xxxxxxx Rd., Futian District, Shenzhen
Whereas,
borrower applies for the credit volume from lender, both parties herein entered
into an agreement based on friendly negotiation to defined responsibilities
of
each others.
I.
Content of Credit
1.1
The
“credit volume” hereinafter, with respect to articles of this agreement, which
refers to 1) maximum amount of balance of loan lent to borrower by lender
(applicable to recycling loan), or 2) maximum credit volume offered to borrower
accordingly (one-off credit volume shall apply). “Balance of Loan” refers to
total volume of principal for obtained but uncleared line of credit acquired
by
borrower herein. “Total credit volume” refers to total amount of principal
obtained by borrower pursuant to agreement herein. “Balance of credit volume”
refers to amount acquired by credit volume deducting balance of loan( applicable
for recycling credit), or credit volume deducting total volume of loan
(applicable for one-off credit volume). “Period of credit” refers to offering
period of loan which pursuant to borrower’s application and provisions or
definitions herein, referring to the occurrence period of loan not loan period,
which would be defined in relevant “Application for Credit Volume”.
1.2
Currency of credit: RMB; Amount in capital: Twenty million RMB;
1.3
Division of Credit Volume as follow:
þRMB
twenty millions (currency and amount) liquid capital credit volume, may use
for
þRMB □
(currency);
□one-off
credit volume þ
recycling volume □ (currency
in capital)
(project)
loan for fixed assets should be one-off credit loan, may use □RMB
□
(currency).
1.4
Classified credit volume defined in provision 3.1 refers to maximum amount
of
relevant type of credit balance(applicable for recycling credit volume) or
maximum amount for total volume of loan(applicable for one-off credit volume).
Any kind of loan will be restricted by its relevant classified credit (defined
in provision 1.3 herein that each applicable type of classified credit volume
with respect to each kind of credit loan) volume as well as total credit
volume.
1.5
Credit period from January 15th
,2008 to
January 15th
,2008.
1.6
If
the loan is recycling, borrower could make multiple applications for applicable
credit volume for obtaining of loan pursuant to provision defined herein,
however, balance of loan could not exceed credit volume. If the loan is one-off,
borrower could make multiple applications for applicable credit volume for
obtaining of loan pursuant to provision defined herein under the condition
that
the total loan volume could not exceed agreed limit.
II.
Use
of credit volume
2.1
Borrower shall make applications to lender for five working days ahead at least
for use of credit volume. In the process of application, borrower shall fill
in
“Application for Credit Volume”. The application shall be reviewed and get
consent from lender before use.
2.2
Each
use of credit volume shall comply with all following provisions:
(1)
Loan
balance (applicable for recycling credit volume) or total credit volume
(applicable for one-off credit volume) would not exceed total maximum amount
of
loan as well as relevant classified credit volume;
(2)
Credit volume applied shall not exceed loan balance;
(3)
Application date and offering date shall be later than expire date of credit
period;
(4)
Purpose for applied liquid capital loan shall limit in working
capital;
(5)
Loan
period for applied liquid loan shall not more than 12
þ
month
□year,
furthermore, offering date of gross loan shall not later than July
15th
,2009;
(6)
If
there are guarantee contracts under this loan agreement have entered into force
and continuously come into effect, moreover, these guarantee contracts shall
be
mortgage contracts or pledge contracts, the guaranteed property rights shall
be
set up and continuously come into effect;
(7)
Borrower shall finish procedures for official permission, approval or
registration requested by lender in process of loan application, and all the
necessary permission, approval or registration shall keep continuously come
into
effect;
(8)
Operation and financial conditions of borrower shall not have adverse
changes;
(9)
Application by borrower shall meet requirements of relevant regulations and
bylaws of lender;
(10)
Borrower does not have violation on provision herein;
(11)
Other provisions shall be requested for application of fixed assets
loan:
2.3
Lender shall stamp chop on “Application for Credit Volume” after its review on
borrower’s application and offering of loan. Currency, amount, use, interest
rates, period, offering date and returning date of each loan will pursuant
to
“Application for Credit Volume”.
2.4
Use
conditions of loan will get the reference from documents, certificates and
documentation maintained by lender.
2.5
If
currency on “Application for Credit Volume” is different from which in credit
volume, it is only used for confirming credit volume, currency shall be
converted by started conversion rate announced by bank of
communications.
2.6
If
borrower becomes a shareholder or “actual holding person” which defined in
Corporation Law of guarantor, lender has right to suspend or cancel the
unutilized credit volume under the condition that guarantor has provide the
lender acceptable written consent of shareholder meeting on approving to provide
guarantee services to borrower.
III.
Calculation and Payment of Interest Rate and Interest
3.1
Interest rate shall be determined dually by both parties pursuant to lender’s
interest rate system as well as the records in each “Application for Credit
Volume”.
Daily
interest rate= monthly interest rate/30
Monthly
interest rate= annual interest rate/12
If
record
in “Application for Credit Volume” is fixed interest rate in RMB, so that this
loan shall perform fixed interest rate among loan period.
If
record
in “Application for Credit Volume” is floating interest rate in RMB, and if
People’s bank adjusts benchmark interest rate, therefore, lender is entitled to
adjust interest rate of relevant loan accordingly, adjustable rate shall keep
the same range and be applicable since the rate adjusting date. If People’s bank
adjusts the benchmark interest rate to be floating one or cancelled benchmark
interest rate among loan period, both parties shall negotiate on loan interest
rate separately, and the adjusted rate shall not be lower than current interest
rate. If both parties would not enter into an agreement on adjustment of
interest rate over one
month
after
adjusting date announced by People’s bank, lender has the right to announced all
loans under the agreement herein shall be expired advanced in
total.
3.2
Calculation of Interest
3.2.1
Normal interest = agreed interest rate in agreement herein* loan volume * number
of using days
Using
days shall be calculated from loan offering date to repayment date.
3.2.2
Penalty interest for overdue loan shall accordance to loan penalty interest
rate, calculating by overdue amount and actual delaying days. Penalty interest
rate shall be: if the loan offers in RMB, the penalty rate shall add 100% on
interest rate recorded in “Application for Credit Volume”; if the loan shall
offer in foreign exchange, the penalty rate shall add
on
interest rate recorded in “Application for Credit Volume”.
3.2.4
If
overdue or misappropriate loan by floating rate meets the adjustment of
benchmark interest rate performed by People’s bank, therefore, lender has right
to adjust penalty interest rate accordingly and perform new penalty interest
rate since the adjusting date of interest announced by People’s
bank.
3.3
Loans
under the agreement herein shall take the
(2)
method
of
interest calculation, borrower shall pay back loan principal and interest in
total. Interest calculation date shall be the interest repayment date as
well:
(1)
Interest shall be calculated on the 20th
day of
the third month at the end of a quarter;
(2)
Interest shall be calculated on the 20th
date at
the end of every month.
3.4
Other
provisions on interest
IV.
Statement and Guarantee of Borrower
4.1
Borrower established accordance with the law, having necessary capacity for
right in order to perform duties and obligations herein and undertake civil
liability.
4.2
Signing and performing this agreement is the real meaning of expression by
borrower, and get all requested consent, approval and authority without existing
any legal flaws.
4.3
All
documents, statements, data and information, which are provided by borrower
to
lender in process of signing and performing this agreement, shall be true,
accurate, complete and effective, without hiding any information which would
influence borrower’s financial conditions and repayment ability.
4.4
Borrower could not be shareholder of guarantor or “actual holding person”
defined in Corporation Law, furthermore, borrower do not have schedule of
becoming shareholder of guarantee or actual holding person.
V.
Duties
and Obligations of Lender
5.1
Borrower shall have right to recover loan principal, interest rate (including
compound interest, penalty interest of overdue and misappropriate loan) in
total
accordance to the agreement herein, as well as charging expenses payable by
borrower and perform all other obligations or rights determined by laws,
regulations or provisions herein applicable.
5.2
All
the commercial secrets and financial information, operation information or
other
information shall be confidential which indicated by borrower, under the
conditions that should be disclosed by applicable laws, regulations or other
specifications or agreement, lender must not disclose anything to anyone else
or
the third party without written consent from borrower.
VI.
Duties
and Obligations of borrower
6.1
Borrower shall repay loan principal and relevant interest pursuant to the
determined time, amount, currency and interest rate recorded in “Application for
Credit Volume” and agreement herein. Borrower shall not pay back loan advanced
without written consent of lender.
6.2
Borrower shall use the loan by the credit volume and purpose accordance to
agreement herein and “Application for Credit Volume” respectively.
6.3
Borrower shall undertake expenses under the agreement, excluding notarization
fee, identification charges, assessment fee and registration fee,
etc..
6.4
Borrower shall accorded the operation systems and practices for lender and
loan,
including but not limited to the lender’s supervision on the conditions of use
and operation of borrower, provide all requested financial statements, other
data and information timely by lender as well as ensure all the submitted
documents, data or information shall be true, complete and
accurate.
6.5
Borrower shall make written notice 30 days ahead to lender if meet one of
conditions mentioned below or ahead the date of liquidating all the loan
principal or provide lender receivable repayment plan and
guarantee:
(1)
sell,
donate, rent, loan, transfer, mortgage, ledge or use other methods to deal
with
total or partial assets or essential assets;
(2)
operation system or property organization form have great changes, including
but
not limited to implementation of contractor, leasing, joint venture, reformation
of cooperation system, reformation of stock cooperative system, sell of
business, merger, establishment of subsidiaries, property right transfer,
capital reduction, etc..
6.6
Borrower shall make written notice 7days ahead to lender when meet anything
mentioned below:
(1)
amendment of bylaws, change of company’s name, legal representative, location,
address or business scope and other business registration affairs, or decisions
which having significant impact on financial or personnel aspects;
(2)
borrower or guarantor scheduled to apply for bankrupt or possibly being bankrupt
by loaner;
(3)
with
respect to significant litigant, arbitral or administrative measures, or, main
assets or guaranteed materials have been take property protection or other
coercive measures;
(4)
to
provide guarantee for third party, and so business condition, financial
condition or capacity for performing agreement herein which shall have
significant adverse effects;
(5)
to
sign contracts which shall have significant adverse effects on borrower’s
business and financial conditions;
(6)
suspend operation, shut down, dissolution, stop operation for consolidation
or
withdraw of business license of borrower or guarantee;
(7)
borrower or legal representative or managerial officers of borrower broke law
or
breach business rules;
(8)
operation have significant difficulties, or have deterioration on financial
conditions, or things may influence borrower’s operation condition or financial
condition or repaying capacity happened;
(9)
have
related business and business amount has reached or over 10% of assets currently
audited;
(10)
borrower become or possibly become shareholder or “actual holding person” which
defined in Corporation Law before repaying debt in total.
6.7
If
guarantee under agreement herein has changes not conducive to lender’s claim,
borrower shall provide other guarantee acceptable and requested by
lender.
“Changes”
herein refers to and not limited to: merger, separate, suspend operation, shut
down, dissolution, stop operation to consolidation, being withdrew of business
license, apply or being applied for bankrupt of guarantee; operation conditions
or financial conditions of guarantor have significant changes; guarantor
concerning significant litigant, arbitral or administrative measures, or main
assets have been taken property protection or other coercive measures; value
reduction of collateral or possible reduction or being quarantined and other
property protection measures; legal representative or managerial officers of
borrower broke law or breach business rules; guarantee being lost or
death(announced to be death)if it is an individual; guarantee breach the
provision of agreement within; guarantee has controversy with borrower;
guarantee requests to cancel the guarantee contract; guarantee contract does
not
effective or being cancelled; collateral has not being set up or ineffective;
other things influencing safety of lender’s loan, etc..
VII.
Other
provision determined
Whether
the credit volume could be offered shall depend on requirement on the control
of
loan volume.
VIII.Adjustment
of credit volume and expired in advance of loan
Lender
has right to lower, suspend or cancel volume under agreement herein, announcing
borrower’s loan under this agreement to be partially or totally expired in
advance and repay principal and interest in total if occurs anything mentioned
below:
(1)
borrower does not pay back loan principal or interest accordance to “Application
for Credit Volume” agreed;
(2)
statements and guarantee made in article four by borrower are
untrue;
(3)
borrower breaches other provision of agreement herein;
(4)
listing in article 6.6 really occurred, and lender considers it will influence
safety of its loan;
(5)
borrower delayed performs agreement and does not take corrective actions after
lender’s notice.
IX.
Violation of agreement
9.1
Borrower does not pay back loan principal, interest fully or does not use loan
by agreed purpose, lender shall take penalty interest accordance to overdue
interest rate or misappropriate interest rate, as well as compound interest
accordingly.
9.2
Borrower shall undertake reminder charges, litigation fee (or arbitration fee),
protection fee, notice fee, implementation fee, legal fee, traveling fee and
other possible fee, if borrower does not repay loan principal, interest fully
on
time.
9.3
If
the borrower have actions relating to escaping supervision of lender, arrearing
loan principal and interest, maliciously escaping existing debts, lender has
right to announce its actions on media.
X.Provision
on loan offering
10.1
Borrower shall authorize lender that, if there is any expired loan principal,
interest, penalty interest or other expenses, lender shall have right to charge
back all above-mentioned fees from borrower’s account which has set up in Bank
of Communications.
10.2
Lender shall notice borrower about the information of account number, contract
number, number of “Application for Credit Volume”, number of loan document and
remaining debt of being charged account.
10.3
If
being charged cash is not fully paid for loan, it shall use to repay expired
debt firstly. If repayment of loan principal and interest shall not overdue
within 90days, balance of repayment shall pay back expired interest or penalty
interest and compound interest ahead of paying principal unexpired; if loan
principal and interest overdue and delayed more than 90 days, the balance of
repayment shall pay back expired loan principal ahead of unexpired interest,
penalty interest or compound interest.
10.4
If
currency in charge is different from being repayment, it shall use exchange
rate
which is announced by Bank of Communications to transfer currency shall be
paid
back.
XI.
Settlement of Controversy
11.1
Any
controversy, claim or dispute arising out of, relating to or in connection
with
this Agreement shall apply for arbitration by jurisdiction court in the location
of lender. In the period of arbitration, both parties shall continue performing
non-controversial provisions.
XII.Others
12.1Duly-undersigned
“Application for Credit Volume”, “Loan Certificate” and other relevant documents
and documentation shall be integral part of agreement herein.
12.2
This
agreement shall be dually signed by legal representatives or authorized offiers
of both borrower and lender and stamped company chop to come into
effect.
12.3
This
agreement shall have three original maintained by dually undersigned parties
and
Guarantor.
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Lender
(Company Chop)
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||
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/s/
Bu Shengfu
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/s/
Li Canzhou
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Signature
|
signature
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Legal
representative or authorized Officer
|
Legal
representative or authorized officer
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Date
: January 16, 2008
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Date:
January 16, 2008
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