English Translation) Short Term Loan Agreement
(English
Translation)
Parties:
Bank:
Shanghai
Pu Dong Development Bank Dalian Branch
Borrower:
Dalian Xxxxxxx Xxxxxxxxx and Packaging Pork Company Ltd.
Article
1: The Amount and Term of the Loan
1.1
The
total
loan amount is RMB 40,000,000 (approximately: $5.57 millions). The term
of the
loan is one year. The matured date is July 23, 2008.
1.2
The
actual amount of the loan shall be determined by the accounting receipt
of the
loan.
1.3
The
loan can only be used as working capital and shall not be used for any other
purposes.
Article
2: The Interest Rate and Interest Calculation
2.1
The
loan carries an interest rate of 7.182%.
2.2
The
interest of the loan shall be calculated based on 360 days for a year. The
actual interest is determined by the actual days the loan is
outstanding.
2.3
The
interest under this Agreement shall be calculated every quarter. The borrower
must pay the accrued interest on the same day the interest is
calculated.
Article
3: The Release of the Loan and Payment
3.1
The
Bank has the right to refuse the release of the loan if the following conditions
are not fulfilled:
(1)
Accounting receipts and forms are properly filled out;
(2)
The
borrower has received the approval, permits, registration or any other legal
documents required by law.
(3)
If
this Agreement is secured loan, the Borrower shall work with the Bank to obtain
necessary legal formalities to make sure the loan is secured.
(4)
No
breach events specified in Article 7 has happened.
3.2
The
Release of the loan is a one time payment which will be made 3 bank days after
the Borrower submitted the Loan Release application.
3.3
The
Borrower shall pay the full amount of the loan on matured day. The Borrower
should authorize the Bank to withdraw corresponding amount as loan payment
from
the Borrower’s account maintained at the Bank.
Article
4: Statement and Guarantee
4.1
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The
Borrower is an independent legal unity under the laws of the People’s
Republic of China. Party A has all necessary eligibility. Party A
is able
to, in its name, fulfill the obligation set in this agreement and
be
responsible for its civil
liability.
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4.2
|
It
is Borrower’s true intent to sign and execute this agreement. The Borrower
confirms all consents, approval and authorization without any legal
ambiguity.
|
4.3
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It
will not again any law, regulations, or administrative ordinance
for the
Borrower to sign and perform this Agreement.
|
4.4
|
The
Borrower shall provide the Bank financial statements which will reflect
the actual business activities and financial status of the Company
related
to the loan. All documentation, reports, materials and information
are all
true, complete, accurate and valid.
|
4.5
|
The
Borrower does not conceal any on-going or potential material adverse
litigation, arbitration, administrative proceedings, property frozen
proceeding or enforcement proceedings or any other material adverse
matters, which might affect its ability to carry out this
Agreement.
|
Article
5: Agreed Matters
5.1
The
Bank can check or supervise the use of the loan at any time by any methods.
The
Borrower shall provide relevant accounting financial statements and records
periodically according to the Bank’s requirement.
5.2
The
Borrower guarantees that it will not take any actions to change its owner’s
equity without the prior written consent of the Bank.
5.3
The
Borrower guarantee that it will not change its Article of Incorporation and
Scope of Business; guarantee that it will not sale, lease, or transfer all
or
majority portion of its assets; guarantee that it will not provide guarantee
to
a third party that causes serious adverse affect on the financial situation
of
the Borrower and the ability to perform its obligation under this Agreement,
without the prior written consent of the Bank.
5.4
The
Borrower guarantee it shall not change the payback sequence of the loans and
pay
other later loans prior to this loan.
5.5
The
Borrower shall pay the premium and interest using RMB. If the Borrower pays
the
premium and interest using foreign currency, the Borrower shall bear the
relevant bank fees and costs.
5.6
If
some adverse events happen which make the guarantors have insufficient ability
to guarantee the repayment of the loan, the Borrower shall provide new
guarantee.
5.7
The
Borrower shall notify the Bank regarding the following matters:
1.
For
any breach under Article 7 of this Agreement, the Borrower shall give written
notice to the Bank within 3 days;
2
2.
In the
event that any Article 4.5 matters happen, the Borrower shall give the Bank
written notice within 3 days;
3.
If the
Borrower needs to change its legal representative, authorized representative,
mailing address, company name, or any important financial or management staffs,
the Borrower shall send written notice to the Bank 10 days prior to the
change.
5.8
If
the Bank discovers any events listed under Article 4.5 which has substantial
adverse effects on the repayment of the loan, the Bank has the right to act
under Article 8.1 of this Agreement.
Article
6: Guarantee of the Loan
6.1
This
loan is guaranteed by Xxxx Xxxx Chuming Group Co. Ltd. The Guarantee Contract
number is YB7501200728142401.
This
Loan
is also guaranteed by the land use right and real properties owned by Xxxx
Xxxx
Chuming Group. The Guarantee Contract numbers are YB7501200728142401,
YB7501200728142402.
This
Loan
is also guaranteed by Xx. Xxx, Huashang and Ms. Ma, Fengqing in their personal
capacities. The Guarantee Contract numbers are YB7501200728142402,
YB7501200728142403.
Article
7: Breach of Agreement
7.1
The
occurrences of any of the following events shall be regarded as breach of the
Agreement:
1.
The
Borrower fails to make repayment of the principal or interest in time in full
or
in part;
2.
The
Statements and Guarantees made by Borrower are untrue, inaccurate or
incomplete;
3.
The
Borrower violates Article 5 of this Agreement.
4.
The
Borrower violates this Agreement and enters into any agreements which change
or
accelerate the matured date of other loans.
5.
The
investors of the Borrower embezzle the loan, transfer the assets or transfer
the
ownership of the stocks without prior consent.
6.
The
guarantors fail to have the ability to guarantee the loan or have violated
the
guarantee agreement.
7.
The
Borrower has violated any articles except Article 7.
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Article
8: Breach Liabilities
8.1
If
one of the events specified in Article 7.1 happens, the Bank has the option
to
take one or more of the following methods:
1.
|
To
announce mature of the loan and recall particle or total loan ahead
of
time.
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2.
|
To
collect a penalty interest rate. For the default amount, the Bank
is
entitled to collect an interest at a 50% higher than the original
interest
rate of the loan. For the amount misappropriated, the Bank shall
have the
right to collect an interest at a rate of 100% higher than the original
interest rate of the loan.
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3.
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To
withdraw funds from any deposits accounts that the Borrower has with
any
branch of the Bank.
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4.
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To
cancel any of the Borrower’s unused
loans.
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5.
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To
request the Borrower to provide other
guarantees.
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6.
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Other
necessary legal methods.
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Article
9: Miscellaneous Provisions
9.1 | The parties may negotiate any supplemental agreements. |
9.2
|
This
Agreement is governed by the law of the People’s Republic of China.
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9.3
|
This
Agreement is effective when sealed and signed by legal representatives
of
the Borrower and the Bank.
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9.4
|
The
loan application form, the borrowing receipt, the guarantee agreements
and
all relevant documents and materials are all part of the Agreement
and
have the same legal effects.
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9.5
|
This
Agreement has two identical original copies each party shall possess
one
original copy of the Agreement and several copies of
duplicates.
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Borrower:
Dalian Xxxxxxx Xxxxxxxxx and Packaging Pork Company Ltd. (Seal)
Legal
Representative: Shi Huashan (signature)
Bank:
Shanghai Pu Dong Development Bank Dalian Branch
Legal
or
Authorized Representative: Xxxx Xxxxxx (signature)
Signature
date: July 23, 2007
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