Contract of Loan of Maximum Amount
Exhibit
10.6
Contract
of Loan of Maximum Amount
No.:
ZGEJKHT [2009]No.000823
Party A
(borrower): Guangzhou
Dongfang
Hospital
Party B (lender): Guangzhou
Rural Credit Cooperatives Sanyuanli
Branch
Party A
and Party B agree to conclude this Contract through consultation on a voluntary,
equal, mutual benefit and honest basis in accordance with Contract Law of the People’s
Republic of China and other laws and regulations.
Article
1 Limitation of loan
1.1 Party
B agrees to lend money to Party A in installments within the balance of maximum
principal of the loan: (currency) RMB (in words) fifteen million yuan
only, at the demand of Party A and according to capability of Party B in
a term from the day of ,
2009 to the day of ,
2014.
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1.2 The
aforesaid term only refers to the time of lending, excluding the time of expiry.
Within such term and balance of maximum principal of the loan, specific
borrowing loans will not be signed. The amount, term, interest rate, way of
payment and purpose for lending for each loan shall be subject to the receipt.
The receipt is the integral party of this Contract and equally
authentic.
Article
2 Interest rate for loan
2.1 The
interest rate for each borrowing shall be subject to the record in the
receipt.
2.2 The
benchmark interest rate means the interest rate of the loan of the same term and
same grade published and implemented by the People's Bank of China.
2.3
Before lending, the if the benchmark interest rate is adjusted and applicable to
borrowings hereunder, the new benchmark interest rate shall be applied and the
interest rate for the loan shall be redetermined according the floating
proportion of the original interest rate; in case of adjustment of the benchmark
interest rate after lending, the interest rate for the loan shall be determined
in the way of B
below:
A. The
interest rate hereof remains unchanged
B. Adjust
on an annual basis
C. Adjust
on a quarter basis
D. Adjust
on a monthly basis
E.
Other /
2.4 The
way of C
below will be chosen for interest settlement of the loan hereunder:
A. For
interest settlement on a monthly basis, the date of paying interest is the
20th
of each month, and the last date of paying interest is date of expiry of the
loan;
B. For
interest settlement on a quarter’s basis, the date of paying interest is the
20th
of each quarter, and the last date of paying interest is date of expiry of the
loan;
C. Pay the principal and
interest thereof in an equal amount monthly.
Article
3 Condition for withdrawal of money
3.1 The
following preconditions shall be satisfied for withdrawal of money of Party
A:
(1) Party
A has gone through properly the administrative license, approval, registration
and other legal procedures according to related laws, regulations and
rules;
(2) Party
A has submitted relevant documents meeting requirements of Party B;
(3) The
guaranty hereunder has finished going through all procedures agreed by both
parties which have come into effect/right of mortgage has established/right of
pledge has established;
(4) Party
A does not occur any matter of breach of contract provided herein;
(5) The
statement and warrant made by Party A herein remain true, accurate and effective
until withdrawal;
(6) The
operation situation and financial position are same to those when this Contract
is concluded basically until withdrawal, and do not occur any significant
adverse change.
(7) Other
conditions Party A shall meet according to laws, regulations or at demand of
Party B.
3.2 Party
A shall, after the conditions provided in the previous paragraph are met, go
through the withdrawal procedure at the place where Party B is located and issue
receipt of loan with Party B.
3.3 The
lending of Party B does not constitute its performance defect when Party A fails
to satisfy all conditions for withdrawal provided in Paragraph 1 of this
article.
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Article
4 Repayment
Party A
shall deposit the money payable to the account opened by Party B in full amount
before ending of business hours (Beijing time) of Party B on the date of
repayment (date of payment of interest and date of repayment of principal) and,
and Party B shall be entitled to direct transfer directly from its
account.
4.2 Party
B shall be entitled to directly transfer the money payable but unpaid by Party A
from the account opened by Party A with any business department of Guangzhou
Rural Credit Cooperatives. In case of discrepancy between the currency
transferred and one hereunder, the money shall be translated at the offer price
published on the day of transfer by Party B.
4.3 The
money paid by Party A (including the money transferred by Party B according to
this Contract) shall pay off the debt in the following order: cost for
realization of creditor’s right and guaranty right, compensation for damage,
default fine, compound interest, overdue interest and penalty for interest,
interest, principal, and Party B shall be entitled to change the said
order.
Article
5 Repayment in advance and borrowing extension
5.1 When
Party A repays the principal of the loan in advance, it shall make a written
application to Party B 30 days earlier, and may repay part of or all the
principal in advance upon approval of Party B.
5.2 Party
A may repay the principal only in the precondition that it has paid off the due
payables to Party B. In case of repayment of part of the principal in advance,
Party A also need settle the payables of the period. For the principal repaid by
Party A in advance, the interest thereof shall be charged in the following way:
interest=amount of principal repaid in advance × daily interest
rate prevailing for repayment in advance × actual occupancy
days (the last date of interest settlement to date of repayment in advance), and
the interest of loan charged before will not be adjusted any more.
5.3 In
case of repayment in advance by Party A, Party B shall be entitled to collect
the default fine for repayment in advance in the way of A
below:
A. For
repayment in advance within 6 months after the
loan is lent actually, default fine = amount repaid in advance × 1%; for repayment in
advance 6
months after the loan is lent actually, default fine = amount repaid in
advance × / %;
B. Loss
of interest corresponding to the principal from the date of repayment to date of
expiry × / %;
C. Other
ways: /
5.4 In
the event Party A cannot repay the principal and interest thereof of the loan
hereunder on schedule, therefore, it need handle loan extension, it shall apply
to Party B in writing 30 days prior to expiry date of the loan, and if Party B
agrees to extend upon review, both parties may sign an additional extension
agreement. In the event Party B does not agree to extend, Party A should repay
the principal and interest thereof according to this Contract.
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Article
6 Guaranty of borrowing
6.1 Party
A must provide guaranty for performance of this Contract at requirement of Party
B. The ways of guaranty hereunder may be guaranty of guarantee of maximum
amount, guaranty of mortgage of maximum amount, guaranty of pledge of maximum
amount or one item or several items of other ways of guaranty.
6.2 This
Contract may adopt one or several items of ways of guaranty as follows: A, B
A.
Contract of Guaranty of Maximum Amount ZGEBZHT[2009]No.
000008 concluded by Surety Xx Xxxxxxxx and Gui Zhaohui
;
B.
Contract of Mortgage of Maximum Amount ZGEDIHT[2009]No.
000010 concluded by mortgagor Guangzhou Dongfang
Hospital and Party B;
C.
Contract of Pledge of Maximum Amount No. /
concluded by xxxxxxx /
and Party B;
D. /
E. /
6.3 The
guaranty for this loan contract unspecified in the previous paragraph is also
within the scope of the “guaranty” referred to in subparagraph 3, paragraph 1 of
Article 3.
6.4 For
each borrowing hereunder, Party B may conclude additional guaranty contract with
the surety.
Article
7 Rights and obligations of Party A
7.1 Party
A warrants that it is a person having full capability for civil conduct or a
legal entity incorporated according to law and exists effectively, has the right
to dispose the property its manages, operate business related to the purpose of
loan hereunder and sign and perform this Contract, and the signing of this
Contract has been approved by the higher competent authority or authorities such
as the board of directors, shareholders, and obtains all necessary
authorizations.
7.2 Party
A shall repay the principal and interest thereof of the loan according to this
Contract.
7.3 Party
A warrants that it signing and performing this Contract do not violate any
regulation or agreement binding upon Party A and its assets, and guaranty
agreements and other agreements signed by it with others and content of any
other documents, agreements and undertakings binding upon Party A.
7.4 Party
A shall use the loan for the purpose provided herein.
7.5 Where
Party A is a natural person, it shall provide his and his main family members’
true information concerning career, income, expenditure, liability, guaranty and
economic dispute with others.
7.6 At
demand of Party B, Party A shall assist the investigation before lending, review
in lending and check after lending to provide timely the following materials
including without limitation:
(1)
business license, certificate on annual inspection, certificate on legal person
code, identity certificate on legal representative and necessary information,
member of board of directors and principal person in charge, list of person in
charge of finance, license of operation, taxation registration certificate
qualified upon annual inspection by taxation authority, copy of tax paid
certificate issued by taxation authority provided according to fixed number of
year required by Party B, loan permission (card);
(2) All
the opening banks, account numbers and situation of deposit and
loan;
(3) The
balance sheet, income statement, statement of change in owner's equity and
situation of sales, cash flow statement, financial statements and notes and
explanation thereto audited according to the fixed number of year required by
Party B;
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(4)
Production operation plan, statistic report, project budget & final
account;
(5)
Situation of all the external guarantees (including to any agencies of Party
B);
(6)
Information of all affiliated enterprises and affiliated relationship and
related transaction having occurred or to occur that account for more than ten
percent of its net assets and mutual guaranty between internal group
customers;
(7)
Situation of litigation, arbitration, administrative punishment and debt dispute
with others as well as criminal prosecution to personnel of
management;
(8)
Situation of use of loans hereunder.
7.7 Party
A shall notify Party B in writing thirty days before change of the operation
ways, self system or legal positions, including without limitation contract,
lease, custody, asset restructuring, debt restructuring, shareholding reform,
joint operation, consolidation (or merger), division, compensated transfer of
property right, joint venture (or cooperation), decrease of registered capital,
or application for suspending operation for reorganization, application for
dissolution (or cancellation), application for restructuring, reconciliation or
bankrupt and fulfill the repayment responsibilities to debts hereunder agreed by
Party B in writing, or provide new guaranty approved by Party B in writing,
otherwise, Party A shall not proceed with the said activities before all the
debts hereunder are repaid.
7.8 Party
A shall notify Party B within three days after the change of its operation ways,
self system and legal status including without limitation it is declared
suspending operation for reorganization, shut down, dissolved (or cancelled),
applied for restructuring or bankrupt and occurrence of the circumstances
endangering its own normal operation or security of Party B’s creditor’s right,
and take full and effective measures to preserve Party B’s creditor’s right as
well.
7.9 In
the event Party A is a natural person, it shall notify Party B in writing within
three days after occurrence of his personal or his family’s economic income
situation worsens, operation situation of individual business or private
enterprises worsens or circumstances that license is revoked or shut down or
close business that severely affect the capability of repayment.
7.10 If
Party A changes its domicile, name or legal representative or other top
management changes greatly, it shall notify Party B in writing within seven days
after the change takes place.
7.11
Party A shall not sign with any third party the contract impairing interest
hereunder of Party B.
7.12
Where Party A is a group customer, it shall provide Party B with relevant
information concerning the group company, including without limitation names of
the members of the group customer, legal representative, actual controller,
registered office, registered capital, principal operation, ownership structure,
situation of top management, financial position, major asset project, situation
of guaranty and major litigation, etc.; and shall report to Party B timely the
situation of related transaction accounting for more than ten percent of its net
assets, including without limitation the related relationship between the
transaction parties, transaction items and transaction characteristic,
transaction amount and corresponding proportion and pricing policy for the
transaction.
7.13 In
the event there is guarantee and the guarantor violates any obligation or
undertaking prescribed the guaranty contract or loses guaranty capability, Party
A shall provide immediately a new guaranty approved by Party B or repay the
borrowings hereunder in advance.
7.14
Party A warrants it provides necessary documents and materials at demand of
Party B and they are true, accurate, legitimate and valid.
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Article
8 Rights and obligations of Party B
8.1 Party
B shall be entitled to require Party A to provide materials related to the load
hereunder.
8.2 Party
B shall be entitled to supervise and examine the situation of use of the load
hereunder, and know Party A’s operation activities, financial position and
provision of guaranty and debt dispute.
8.3 In
the precondition that Party A has fully performed its obligations hereunder and
satisfied the condition for withdrawal, Party B shall lend to Party A according
to term and amount as prescribed in the receipt signed between the parties, but
except that delay is caused due to the borrower’s reason.
8.4 Party
B shall keep the information and situation provided by Party A related to its
debt, finance, production and operation confidential, but except as otherwise
provided by laws and regulations.
8.5
During the term of validity of this Contract, in the event Party B changes its
domicile, it shall release timely the announcement of change of
address.
Article
9 Effectiveness, change and cancellation of contract
9.1 This
Contract will come into effect after it is signed by the parties
hereto.
9.2 After
this Contract comes into effect, neither party shall change without
authorization. In case change is required, both parties shall reach a writing
change agreement.
9.3
During performance of this Contract, Party B shall be entitled to terminate or
cancel the contract, recover the principal and interest thereof of the loan paid
in advance and stop continuing lending in any of the following
circumstances:
(1) In
case of installment, Party A fails to repay the principal of the loan for
consecutive two installments or default the interest for more than three
months;
(2) The
situation of operation and financial position of Party A worsen, thus it fails
to repay the debt due, or it involves major economic dispute or arbitration as
well as other legal dispute, which severely affects or threatens the realization
of Party B’s creditor’s right;
(3) The
overall credit situation, operation and financial position of the group customer
Party A belongs to occur serious crisis, which poses a grave threat to security
of Party B’s loan;
(4) Party
A suspends operation, dissolves, closes business or is revoked or canceled the
business license;
(5) Party
A fails to use the loan to the purpose prescribed herein or pay the principal,
interest thereof or other payables in full amount on schedule;
(6) Party
A provides Party B with false material facts-hidden loan information such as the
balance sheet, income statement or hides major operational and financial
facts;
(7) Party
A rejects Party B to supervise and examine the situation of its use of loan and
related production, operation and financial activities;
(8) Party
A uses the loan to engage in speculative operation in securities, futures and
real estate or engage in other transaction violating laws and
regulations;
(9) Party
A extracts loan for lending to seek illegal income;
(10)
Party A cheats loan by means of fraud;
(11)
Party A deliberately evades Party B’s creditor’s right through related
transaction;
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(12) The
operation ways, self system or legal positions of Party A change, including
without limitation contract, lease, custody, asset restructuring, debt
restructuring, shareholding reform, joint operation, consolidation (or merger),
acquisition, division, compensated transfer of property right, joint venture (or
cooperation), decrease of registered capital, or application for suspending
operation for reorganization, application for dissolution (or cancellation),
application for restructuring, reconciliation or bankrupt, but it fails to
obtain Party B’s written consent and fulfill the repayment responsibilities to
debts hereunder or provide new guaranty approved by Party B;
(13) The
guaranty hereunder occurs changes adverse to Party B’s creditor’s right,
including without limitation damage, loss and destruction of the mortgaged
property and pledged property, decrease of the value, or guarantor violates any
obligation imposed on it in the guaranty contract while Party A fails to provide
a new guaranty separately at demand of Party B;
(14) The
guaranty contract or other guaranty ways does not come into effect, is invalid
or declared to be revoked, or guarantor loses part or full guaranty capability
or explicitly represents not to perform the guaranty obligation, or guarantor
violates any obligation or undertaking prescribed in the guaranty contract or
violates the contract signed by it with the third party, while Party A fails to
provide a new guaranty separately at demand of Party B;
(15) The
statement and warrant made by Party A are not true, accurate or hide material
facts;
(16)
Party A explicitly represents or indicates with its own conduct not to perform
the obligations hereunder;
(17)
Party A violates other obligations and undertakings hereunder, which Party B
deems serious enough to affect the realization of its creditor’s
right.
Article
10 Liability for breach of contract
10.1 Due
to the reason of Party A or guarantor hereunder, the corresponding guaranty
procedure of this Contact is failed to finish handling according to agreement,
or Party A fails to go through the withdrawal procedure at the place where Party
B is located on schedule agreed herein, exceeding 30 days of the period of
lending stipulated herein (including legal holiday and day of rest), Party B
shall be entitled to terminate this Contract and recover the loan lent in
advance.
10.2 If
Party A fails to repay the principal of the loan payable due (including due in
advance) on schedule stipulated herein, the overdue interest will be charged at
the interest rate stipulated herein plus 50 percent thereof
which serves as the penalty interest from the date overdue; the interest Party A
fails to pay on schedule during the term of loan shall be charged the compound
interest at the interest rate of loan stipulated herein; the interest remains
unpaid after the loan is overdue shall be charged the compound interest at the
penalty interest rate stipulated in this paragraph.
10.3 In
case Party A does not use the loan for the purpose stipulated herein, the
principal and interest thereof of the loan shall be charged penalty interest and
compound interest at the interest rate stipulated herein plus 100% thereof as the
penalty interest rate from the date of breach of contract.
10.4 In
case the loan hereunder is overdue or used not for the purpose stipulated
herein, the overdue interest, penalty interest and compound interest shall be
charged on a monthly basis.
Article
11 Notarization clause
Party A
and Party B agree and confirm that if this Contract is notarized by the notary
authority to be a creditor’s right document having enforcement effect and Party
A fails to pay off the principal and the interest thereof and other expenses
payable owed to Party B on schedule or otherwise breaches the contract, Party B
shall be entitled to directly apply to the people’s court having jurisdiction
for enforcemnt. Party A agrees to accept the enforcement by the people’s court
unconditionally and waive of the right of defense.
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Article
12 Settlement of disputes
Any
dispute between Party A and Party B arising from this Contract shall be settled
through negotiation; in case no settlement can be reached, the parties may
settle in the way of A
below:
A. Appeal
to the people’s court of domicile of Party B;
B. Apply
to Guangzhou Arbitration Committee for arbitration.
Article
13 Supplementary provisions
13.1 If
Party A and Party B has concluded Comprehensive Credit Contract No. / ,
this contract will be the specific business contract thereunder.
13.2 In
the term of validity of this Contract, if Party A’s name of legal person, legal
representative and domicile change while Party A fails to notify Party B in
writing, all documents sent by Party B according to the information of name,
legal representative and domicile before change shall be deemed to be
served.
13.3
Party A shall bear all related costs for registration, insurance, notarization,
appraisal, assessment and transportation hereunder and under its principal
contracts. If such costs are paid by Party B on Party A’s behalf, Party B shall
be entitled to directly deduct from Party A’s account.
13.4 In
case of discrepancy between the content hereof and that of the receipt, the
receipt shall prevail.
13.5 This
Contract is made out in quadruplicate, Party A holding one copy, Party B
holding one
copy, which are equally authentic.
Article
14Other agreements
Other
matters agreed by both parties:
In case
the borrower repays overdue, it shall pay RMB100 yuan to the lender as the
default fine for each installment overdue, till the borrower pays off all the
principal and interest thereof to the lender.
Party A:
Guangzhou Dongfang
Hospital
(seal)
Legal
representative/person in charge Xx Xxxxxxxx
(or
agent)
(signature)
/s/
Xx Xxxxxxxx
2009 YY 9 MM 30 DD
Party B:
Guangzhou Rural Credit Cooperatives Sanyuanli
Branch
(seal)
Legal
representative/person in charge Xxx
Xxxxxx
(or
agent)
(signature)
/s/ Xxx Xxxxxx
2009 YY 9 MM 30 DD
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