Legal Person’s Loan Contract of Qilu Bank (First version of 2010) Contract No. 2010 J.B.W.E.F.J.Z. No. 001
EXHIBIT
10.3
Legal
Person’s Loan Contract of Qilu Bank
(First
version of 2010)
Contract
Xx. 0000 X.X.X.X.X.X.X. Xx.
000
Xxxxxxxx
(Xxxxx X): Shandong Yaoyuan Pharmaceutical Company
Residence:
Xx. 00 Xxxxxxxx Xxxx, Xxxxx
Legal
representative (principal): Song Yanliang
Bank of
deposit and account No:
Tel or
fax:
Postal
code:
Lender
(Party B): Jinan City Jingbawei Second Branch of Qilu Bank Co.,
Ltd.
Residence:
Xx. 000 Xxxxx Xxxxxx Xxxx, Xxxxx City
Legal
representative (principal): Xxx Xxx
Tel or
fax: 0000-00000000
Postal
code: 250001
Party A
applies for the loan from Party B, and Party B agrees to issue the loan. In
accordance with provisions of Contract Law of the Peoples Republic
of China, Real Right Law of the People's Republic of China and Guarantee Law of The People's
Republic of China, Party A and Party B have made the following agreement
through amicable negotiation, to make clear the respective rights and
obligations.
Article
1: Amount of loan
Party A
borrows the loan of 1.5 million Yuan (for the equivalent foreign currency
business, it shall be converted by the selling rate of that day) from Party
B.
Article
2: Purpose of loan
Party A
borrows for business operation.
Article
3: Term of loan
From Mar.
22, 2010 to Mar. 22, 2011
Article
4: Loan interest rate and interest
(1)
|
The
loan interest rate during the contract performance period floats upward
20% based on benchmark interest rate, namely, 6.372%. During the period
from signing the contract to issuing the actual loan, if there is the
legal adjustment of interest rate, it will float with the same rate based
on the benchmark interest rate after adjustment, and Party B will not
notify Party A separately.
|
(2)
|
The
loan interest will be calculated since transferring the loan to Party A’s
account, and the loan shall be adjusted according to the following method
if there is the legal interest rate adjustment; and it shall float with
the rate in (1) of this Article:
|
1.
|
If
the loan term is within one year (including one year), it shall execute
according to the agreed interest rate of this contract, without
calculating interest on
multi-stage;
|
2.
|
If
the loan term is above one year, it shall execute the new rate since the
first day of next calendar year since the adjustment day, and it will not
notify Party A separately.
|
(3)
|
If
the state cancels the benchmark interest rate, Party B has right to
re-determine the contract interest rate according to the current national
interest rate policy and principle of fairness and credibility as well as
referring to the industrial rules and interest rate status. Party A shall
promptly negotiate with Party B if there are questions. If the negotiation
is failed, Party B has right to receive loan in advance, and Party A shall
promptly pay off the principal& interest of
loan.
|
Article
5: Withdrawing conditions
Party A
shall comply with the following conditions before withdrawing:
(1)
|
It
complied with the contract to apply for withdrawing from Party B and
handle the withdrawing procedures;
|
(2)
|
It
accepts and coordinates Party B to adopt the measures for supervising the
loan, and the capital loan is not used for other
purposes;
|
(3)
|
There
is no breach of contract regulated in this
contract;
|
(4)
|
It
provides the effective certificate documents for loan
purpose;
|
(5)
|
It
handles other relevant materials or procedures of loan according to the
requirements of Party B.
|
Article
6: Loan payment
(1)
|
The
two parties choose the second method below to pay the loan
capital:
|
1.
|
Party
B is entrusted to pay: Party B complies with the withdrawing application
and payment entrusting of Party A to pay the loan capital to the dealing
party of Party A that abides by the agreed purposes in the contract
through Party A’s account.
|
2.
|
Party
A pays independently: After Party B issue the loan capital to Party A’s
account according to withdrawing application of Party A, Party A
independently pays to the dealing party of Party A that abides by the
agreed purposes in the contract.
|
Although
the two parties agree to choose the second method, the loan payment with clear
paying object of above___Yuan loan and single payment amount exceeding___% of
the agreed loan amount in this contract still adopts the first
method.
(2)
|
If
Party B makes sure that Party A has one of the following situations, it
has right to change the independent payment of Party A into Party B being
entrusted:
|
1.
|
Dropping
of credit status;
|
2.
|
Bad
change of benefiting ability;
|
3.
|
Abnormity
in using the loan capital;
|
4.
|
Disobeying
the contract to use the loan
capital;
|
5.
|
Avoiding
paying and supervision through breaking up the whole into
parts;
|
6.
|
Other
situations necessary to change the way of
payment.
|
(3)
|
If
Party B makes sure that Party A has one of the following situation, it has
right to suspend or stop paying the loan
capital;
|
1.
|
Disobeying
the contract to use the loan;
|
2.
|
Disobeying
the contract to pay the principal and
interest;
|
3.
|
Disobeying
the agreed method to pay the loan capital or there is abnormity in using
the loan;
|
4.
|
Dropping
of credit status or disobeying the commitment and guarantee
issues;
|
5.
|
Exceeding
to agreed financial target or the benefiting ability has unfavorable
change;
|
6.
|
There
is great cross-default matter, including but not limited in the great
default matter occurred between Party A and Party B or other transaction
objects;
|
7.
|
Party
A is involved or will be involved in important lawsuit or arbitration
procedure and other legal
disputes;
|
8.
|
Party
A acts to affect the debt paying ability or lacks of sincerity for debt
paying;
|
9.
|
Party
A provides false plans, statistics and financial statements to Party
B;
|
10.
|
For
the loan contract with the third party guarantee or (and) mortgage
(pledge), the guarantor violates the guarantee contract or loses the
ability to assume the responsibility; the mortgagor (pledgor) violates the
mortgage (pledge) contract or the mortgaged (pledged) property is sealed
up, detained or damaged; or there are losses to other guarantee rights and
the guarantee right is restricted;
|
11.
|
The
guarantor is dismissed;
|
12.
|
The
guarantor violates any of the agreed obligations in the contract or it
leads to other violation behaviors;
|
13.
|
After
the mortgage registration takes effect, there are disputes on application
or the easement is restricted or may be
restricted.
|
14.
|
There
are other default situations.
|
(4)
|
Party
A shall comply with the requirements of Party B to provide the following
using capital and materials of loan
capital:
|
1.
|
Business
contract (it is applicable when Party B is entrusted to
pay);
|
2.
|
Capital
using purpose;
|
3.
|
Other
certificate materials approved by Party
B.
|
Article
7: The loan limit, actual loan issuing date and payment date under this contract
are based on the loan certificate, which is the part of the contract, covering
the same legal effect of this contract.
Article
8: Payment method of principal and interest
(1)
|
Party
A agrees to comply with the item 1 below to pay off the principal&
interest of loan:
|
1.
|
The
middle and short term loan within five years (including five years) shall
be calculated the interest by day, and settle the interest by month, in
the form of matching the principal
repayment.
|
2.
|
The
long term loan above five years shall be calculated the interest by day,
and settle the interest by month, in the form of matching the principal
repayment.
|
3.
|
The
formula of the method for matching the repayment of principal and
decreasing the repayment of interest is as
follows:
|
Monthly
repayment of principal plus interest= loan principal/months of loan term + (loan
principal- returned accumulated loan principal) ×monthly rate ×1/30 ×actual days each
month
4.
|
The
formula of the method for matching the repayment of principal and interest
is as follows:
|
(1+monthly rate)
total
months of repayment
(1+monthly
rate) total
months of repayment — 1
Monthly
repayment of principal plus interest= loan principal × monthly rate
×
5.
|
Other
methods:
|
Party A
agrees to determine the following accounts as the capital collection account,
and promises to provide the expenditure status to Party B promptly. Party A
shall guarantee to remit the payable loan principal and interest in this account
before 20 of the payment month, and Party B will directly withhold and receive
the amount; the detail is as follows:
Account
name: Shandong Yaoyuan Pharmaceutical Company
Account
No: 000000709003800002467
Article
9: Other withholding method
If Party
A cannot return the loan principal and interest, Party B has right to directly
withhold the loan principal, interest and relevant charges from any bank
accounts opened by Party A in the system of Qilu Bank.
Article
8: Change or termination of the contract
(1)
|
After
the effective date of the contract, any party shall not change or
terminate the contract separately.
|
(2)
|
If
the loan expires, and owing to the change of objective circumstances,
Party A cannot pay off the loan through efforts, it can apply for
extending from Party B; Party A shall propose the written application to
Party B within 10 days before the loan expires, and submit the written
guarantee for agreeing the extending period of the guarantor and/or
pledgor; after Party B approves and handles the guarantee procedures for
extending the loan, the two parties shall handle the extending procedures;
the contract interest rate during the extending period shall comply with
the relevant regulations.
|
(3)
|
If
Party A transfers the rights and obligations under this contract to the
third party, it shall get the written permission of Party B and guarantor;
and the transfer will be take effect after the transferee unit signs the
loan contract with Party B and handles the guarantee
procedures.
|
(4)
|
When
there are changes of merger, dividing, contracting and shareholding reform
for one party, the main body after change will enjoy the rights and assume
the obligations of this contract.
|
Article
10: Loan guarantee
To
guarantee paying off the loans under this contract, Party A/the third person
shall provide the guarantee according to item 1and 3 below to Party
B:
(1)
|
Guarantee
(see detail in 2010 J.B.W.E.F.J.B.Z. No. 001 Legal
Person’s Loan Contract of Qilu
Bank)
|
(2)
|
Mortgage
(see detail in No. _____ ________________ of
Qilu Bank)
|
(3)
|
Pledge
(see detail in 2010 J.B.W.E.K.H.Z.G.Z.Z. No.001 Maximum Amount Pledge Contract
of Goods Control & Financing of Qilu
Bank)
|
(4)
|
Others:
|
Before
handling the above agreed guarantee procedures, Party B has right to refuse
issuing the loan to Party A without conditions.
Article
12: If Party A needs to change its system or operation modes like contract,
lease, merger & acquisition, joint venture, dividing, joint operation,
shareholding reform, it shall notify Party B in advance of 30 days in the
written form. After the written approval of disposal method of contract bond of
Party B, Party A can execute the above behaviors.
Article
13: Commitment of Party A
(1)
|
Before
paying off the loan principal and interest of Party B, it doesn’t
mortgage/pledge to the third party with the assets formed by Party B’s
loan.
|
(2)
|
Before
paying off the loan principal and interest of Party B, it shall not
provide the overburdening guarantee to
others.
|
(3)
|
If
the loan under this contract is the flow capital, Party A shall guarantee
not using the loan for the investment of the fixed capital and equity, as
well as the production and operation field and purposes prohibited by the
state.
|
(4)
|
It
shall coordinate Party B to take loan payment management, after-loan
management and relevant inspection.
|
(5)
|
It
shall get the permission of Party B before taking foreign investment,
substantially-increasing the loan financing as well as merger, dividing
and equity transfer.
|
(6)
|
It
shall promptly notify Party B if there is the great unfavorable matter
that affects the paying off
ability.
|
(7)
|
Party
B has right to tack back the loan according to capital collection status
of Party A.
|
Article
14: Major rights and obligations of Party A and Party B
(1)
|
Rights
and obligations of Party A:
|
1.
|
Party
A has right to require Party B to issue the loan according to the
contract;
|
2.
|
Party
A shall return the entire loan principal and interest within the greed
period of contract;
|
3.
|
Party
A shall use the loan according to the agreed purpose, and it shall not use
for other purpose without the written permission of Party
B;
|
4.
|
Party
B shall provide the relevant plans, statistics and financial statement
according to the requirements of Party B, and ensure the authenticity,
completeness and effectiveness;
|
5.
|
Party
A seriously looked up and knew the responding clauses of the guarantee
contract, and agreed to accept the restriction and assume the relevant
responsibility.
|
(2)
|
Rights
and obligations of Party B:
|
1.
|
Party
B has right to receive and withhold the loan principal and interest
according to the contract;
|
2.
|
Party
B has right to examine the using situation of
loan;
|
3.
|
Party
B has right to supervise the assets of Party A and its operation
status;
|
4.
|
Party
B has right to take back the loan in advance according to the capital
collection status;
|
5.
|
Party
B has right to participate in the large-amount financing, assets sales and
merger, dividing, shareholding reform and bankrupt
liquidation;
|
6.
|
If
one of the following situations occurred to the mortgage, pledge, warrant
or other guarantees provided by Party A/ the third person, Party B has
right to require Party A to eliminate the relevant bad effect, and/or
require Party A to increase and change the guarantee
conditions:
|
(1)
|
The
guarantor violates the warrant contract or loses the ability to assume and
guarantee the responsibility;
|
(2)
|
The
mortgagor violates the mortgage contract or the mortgaged property is
derogated or damaged;
|
(3)
|
The
pledgor violates the pledge contract or the mortgaged property is
derogated or damaged;
|
(4)
|
There
are other situations that affect its guarantee
ability.
|
7.
|
Party
B shall promptly issue the loans according to the period regulated in the
contract.
|
Article
15: Responsibility for breach of contract
(1)
|
Party
B violates the contract agreement to use the misappropriation or diversion
of loan, Party B has right to calculate the interest for the
misappropriation or diversion of loan with floating upward 100% for the
interest rate agreed in the contract during this
period.
|
(2)
|
The
loan that Party A doesn’t play off on schedule is regarded as the overdue
loan, Party B has right to calculate the interest for the overdue part
with floating upward 50% for the interest rate agreed in the contract
during this period.
|
(3)
|
The
interest that Party B cannot pay in time for Party A shall be calculated
the compound interest quarterly (short-term loan shall be calculated
monthly) by floating upward of 50% agreed in the contract; the interest
that cannot be paid in time during the period of misappropriation or
diversion of loan shall be calculated the compound interest quarterly
(short-term loan shall be calculated monthly) by floating upward 100%
agreed in the contract; if it is the same loan, covering both overdue and
misappropriation or diversion features, it shall handle with one aspect of
more serious effect.
|
(4)
|
It
shall execute by the adjusted regulations if there is policy adjustment in
people’s court for penalty interest
rate.
|
(5)
|
If
Party A is involved in the situation of item 3 of Article 6, or violates
the regulations of Article 12 and 13, Party B has right to stop issuing
the unpaid loan, requiring replacing the guarantee or supplement new
guarantee, taking back the issued loan principal and interest in advance
and realizing the guarantee right in advance; it has right to require
Party A to assume 5% of loan as the liquidated damages; it also has right
to directly withhold the loan principal, interest, liquidated damages,
damages and other payable items from any bank accounts opened by Party A
in the system of Qilu Bank; it has right to terminate the
contract.
|
(6)
|
Party
B complies with the law or the contract to realize the principal
creditor's right and/or guarantee right, the obtained items shall be paid
off according to the following
order:
|
1.
|
Charges
for realizing the guarantee right;
|
2.
|
Charges
for realizing the principal creditor's
right;
|
3.
|
Principal
creditor's right, penalty interest and compound
interest;
|
4.
|
Other
payable items like liquidated damages and
damages.
|
Article
16: Assumed charges
The
charges like lawyer’s charges, announcement charges, delivery charges,
registration charges, inquiry charges, insurance charges and drawing charges
used to perform the contract, handle the guarantee procedures, realize Party B’s
creditor's rights and/or guarantee right shall be assumed by Party
B.
Article
17: Disputes solution
The
disputes relevant to this contract shall be solved through negotiation; if it
fails to be solved in this way, it shall lodge the lawsuit for the people’s
court at Party B’s location; the two parties shall perform the other clauses
with no relation with the disputes during the lawsuit period.
Article
18: Other agreed matters
(1)
|
This
contract is signed for No. 2010.J. B.W.E.F.S.Z. No. 001 Legal Person’s
Comprehensive Credit Line Contract of Qilu Bank, and it is the specified
part of this contract.
|
(2)
|
(3)
|
Article
19: The contract will take effect after meeting the following
conditions:
(1)
|
It
is sealed or made the special seal for contract by Party
A;
|
(2)
|
It
is sealed or made the special seal for contract by the principal or
authorized agent of Party B.
|
Article
20: The contract has two copies, with Party A and Party B holding
one.
Party
A (seal): Shandong Yaoyuan
|
||
Pharmaceutical Company |
Party
B (seal): Jinan City Jingbawei Second
|
|
Branch
of Qilu Bank Co., Ltd.
|
||
Legal
representative (principal) or authorized
|
||
agent
(seal): Song Yanliang
|
Legal
representative (principal) or authorized agent (seal): Xxx
Xxx
|
|
Operator
(signature):
|
||
Date:
Mar. 22, 2010
|