Loan Contract (Unofficial English Translation Solely for Convenience) Bank of Communication
Exhibit
4.2
Ref. No.:
3770502010M100000500
(Unofficial
English Translation Solely for Convenience)
Bank of
Communication
-1-
Ref. No.:
3770502010M100000500
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Borrower:
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Fuwei Films (Shandong)
Co., Ltd.
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Legal
Representative:
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Xiaoan
He
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Legal
Address:
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Hi-Tech
Development Zone, Dong Ming Road, Weifang
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Correspondence
Address:
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Same as
above
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Lender:
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Weifang
Branch, Bank of Communication
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Responsible
Person:
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Xxx
Xxxx
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Correspondence
Address:
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000
Xxxx Xxxx, Xxxx Xxxxxx, Xxxxxxx
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Both parties
agree to the following terms:
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1
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Loan
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1.1
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Currency:
Renminbi (RMB)
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1.2
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Amount:
24,000,000
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1.3
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The
proceeds of the Loan under this Contract shall be used for industrial
working capital..
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1.4
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Loan
Period: Commencing from June 7, 2010, to June 6,
2011.
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2
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Interest
Rate and Computation of Interest
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2.1
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Interest
rate: The annul interest rate is 5.841%(√□annually
□monthly).
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2.2
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Computation of
Interest
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2.2.1
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Normal
interest = interest rate under this Contract X proceeds of the Loan X
number of days of use. Number of days of use is calculated from
the drawing date to the maturity
date.
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-2-
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2.2.2
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The
penalty interest of the overdue loan and appropriated loan is calculated
based on the amount and the actual number of days overdue or appropriated.
If the currency of the loan is Renminbi (RMB), the overdue penalty
interest rate is equal to the loan interest rate set forth in this
Contract plus 50% of such loan’s interest rate, and the appropriated
penalty interest rate is equal to the loan interest rate set forth in this
Contract plus 100% of such loan interest rate. If the currency of the loan
is a foreign currency, the aforesaid penalty interest rates are equal to
the loan interest rate set forth in this Contract plus 20% of such loan
interest rate.
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2.3
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The
loan under this Contract uses the second (2nd)
method mentioned below for payment of interest. On the maturity date, the
interest shall be paid together with the principal. The date of payment of
interest is the date of the settlement of
interest:
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1.
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Interest
settlement on the 20th
day of the last month of each quarter;
or
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2.
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Interest
settlement on the 20th
day of each month.
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3
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Granting
and Repayment of Loan
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3.1
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Borrower
shall start the related procedure three (3) business days prior to drawing
the proceeds of the Loan in accordance with the following loan drawing
schedule: (N/A)
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Drawing
Date
Drawing
Amount
_7_ day
__6_ month __2010 Year; _24,000,000_(amount in capitalization)
___ day
___ month ___ Year; _______________(amount in capitalization)
___ day
___ month ___ Year; _______________(amount in capitalization)
___ day
___ month ___ Year; _______________(amount in capitalization)
-3-
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3.2
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Unless
all of the following conditions are satisfied, Lender has the right to
refuse to grant the Loan:
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1.
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Borrower
has already completed the statutory procedures including obtaining related
permit, approval and registration from the government and such permit,
approval and registration remain in full force and
effect.
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2.
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The
guarantee contract (if any) under this Contract has come into effect and
remains in full force and effect.
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3.
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The
financial condition of the Borrower does not have any substantial adverse
changes; and
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4.
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Borrower
is not in breach of this Contract.
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3.3
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The
actual drawing date and drawing amount shall be in accordance with the
promissory note.
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3.4
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Borrower
shall not repay the Loan prior to the scheduled date without having a
written consent from Lender.
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4
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Representation
and Guarantee of the Borrower
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4.1
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Borrower
is an independent entity and has the necessary contractual capacity to
perform this Contract and will be liable for its non-performance of its
obligations hereunder.
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4.2
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The
execution and performance of this Contract is the true intention of the
Borrower, and the Borrower has all necessary consents, approvals and
authorizations to perform its
obligations.
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4.3
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All
the documents, reports, data and information provided by the Borrower to
the Lender during the execution and performance of this Contract are true,
accurate, complete and in full effect, and Borrower has not withheld any
information which may affect the evaluation of its financial status and
repayment ability.
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-4-
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5
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Rights
and Obligations of Lender
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5.1
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Lender
has the right to be repaid the principal, receive interest (including
compound, overdue and appropriated penalty interest) and the necessary
expenses from the Borrower in accordance with this Contract. Lender has
the right to exercise any other rights under the relevant laws and
regulations or stipulated in this
Contract.
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5.2
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Except
as otherwise specified under this contract, Lender shall keep all the
financial and operation data and information confidential unless compelled
by requirements of applicable laws and
regulations.
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6
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Rights
and Obligations of Borrower
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6.1
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Borrower
shall repay the Loan under this Contract and pay the interest hereunder in
accordance with the date, amount, currency set forth in this
Contract.
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6.2
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Borrower
shall not use the proceeds of the Loan for any usage not stipulated in
this Contract.
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6.3
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Borrower
shall be liable for the expenses under this Contract, including but not
limited to, expenses for notary service, authentication, evaluation and
registration.
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6.4
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Borrower
shall comply with the operation procedure and the general practice of the
Lender and loan application, including but not limited to, facilitating
Lender’s examination and supervision on Borrower’s operation status, and
providing all the financial statements, or any other data and information
requested by Lender, and shall guarantee that such documents, data and
information are true, complete and
accurate.
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6.5
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If
any one of the following events occurs, Borrower shall notify the Lender
within thirty (30) days and shall not commence such activities unless the
Loan and interest under this Contract are repaid completely, or a
repayment schedule and guarantee are approved and accepted by the Lender.
These are as follows:
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-5-
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1.
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Selling,
donating, renting, lending, assigning, mortgaging, pledging or disposing
of all or substantial part of its
assets.
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2.
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Any
substantial changes in organization or structure of the Borrower,
including but not limited to, its operation, subcontracting, lease,
affiliation, company restructuring, joint-stock, merger (consolidation),
equity joint-venture (non-equity), spin-off, incorporation of subsidiary,
asset assignment, reduction of registered capital,
etc.
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6.6
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Borrower
shall notify the Lender within seven (7) days of occurrence of any of the
following events:
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1.
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Amendment
of the Articles of Association, change of Borrower’s name, change of legal
representative , change of domicile, change of address, and change in the
scope of its business.
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2.
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Borrower
or Guarantor’s (if any) intention to file for
bankruptcy.
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3.
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Borrower’s
involvement in any major litigation or arbitration, or any lien or
encumbrance is imposed on its
assets.
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4.
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Borrower’s
guarantee to any other third party, which will have an adverse effect on
its financial status and ability to perform its obligations under this
Contract.
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5.
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Borrower
enters into a contract which will have a material adverse effect on its
operation and financial status.
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6.
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Borrower
or Guarantor (if any) stops its operation, its business terminates or its
business license is revoked.
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7.
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Borrower’s
legal representative or senior management has committed a criminal
offence.
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8.
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Borrower
faces substantial hardship in managing its business or any other event
which will have an adverse effect on the financial status or ability of
the Borrower to repay the Loan.
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-6-
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6.7
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Any
changes to the form of collateral under this Contract that may have
adverse effect on Lender’s right shall be made upon Lender’s
consent.
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7
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Maturity
Repayment of the Loan before the Maturity
Date
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7.1
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In
the event of the occurrence of any of the following events, Lender has the
right to suspend the drawing of the proceeds of the Loan and require
repayment of the principal of the Loan partially or completely before the
maturity date and demand that the Borrower repay the principal of the Loan
and pay the interest hereunder. These are as
follows:
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1.
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Borrower’s
representations and warranties in Section 4 are not
true;
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2.
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Borrower
is in breach of this Contract;
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3.
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The
events set forth in Section 6.6 have occurred and Lender believes that
such event will have a material adverse effect on its rights as a
creditor; or
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4.
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Borrower
has delayed its performance or is in breach of other contracts entered
into between Borrower and Lender, and has not provided the Lender with any
remedy upon notification by Lender.
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8
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Breach
of Contract
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8.1
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In
the event that Borrower fails to repay the principal or interest in full
in a timely fashion, or to use the proceeds of the Loan as set forth in
this Contract, Lender has the right to use the overdue penalty interest
rate and appropriate penalty interest rate to calculate the
interest.
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8.2
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In
the event that Borrower fails to repay the principal or interest in full
in a timely fashion, Borrower shall be liable for the Lender’s expenses in
exercising its creditor’s rights, including litigation cost (arbitration
fee), costs of preservation of asset, costs of publication, enforcement
costs, legal fees, travel and other
expenses.
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-7-
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8.3
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In
the event that Borrower avoids Lender’s supervision, fails to repay the
principal or the interest of the Loan or avoids the repayment
intentionally, Lender has the right to inform relevant government
authority and to publish the payment notification in the news
media.
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9
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Withdrawal
Instruction
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9.1
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In
the event that Borrower is overdue in payment in respect of principal,
interest, penalty interest, compound interest or other expenses, Lender is
authorized to withdraw the money from any other bank accounts of Borrower
with Bank of Communication to setoff the said outstanding
payment.
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9.2
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After
the aforesaid withdrawal, Lender shall inform the Borrower of such account
number, loan contract reference number, promissory note reference number,
amount of withdrawal, and the outstanding Loan
amount.
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9.3
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If
the amount of withdrawal is not sufficient to setoff the aforesaid
payment, the overdue expenses shall be settled first. If the principal and
interest are overdue for less than ninety (90) days, the remaining balance
shall be first used to settle the overdue interest, penalty interest and
compound interest, then shall be used to settle the overdue principal. In
the event that the overdue payment or interest is overdue for more than
ninety (90) days, the remaining balance shall be used to settle the
overdue principal, then shall be used to settle the overdue interest,
penalty interest or compound
interest.
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9.4
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If
the currency of the aforesaid withdrawal amount is different from the
currency of the Loan, the exchange rate determined by Bank of
Communication on the date of withdrawal shall be used for the currency
conversion calculation.
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10
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Dispute
Resolution
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10.1
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Any
dispute arising from or in connection with this Contract shall be resolved
by the first method listed
below:
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-8-
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1.
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File
a lawsuit to the competent court in the place where Lender is located;
or
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2.
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Submit
the disputes to _____________________ arbitration committee for
arbitration in accordance with the currently effective arbitration rules
of such committee. The arbitral award is final and is legally binding upon
both Parties.
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11
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Miscellaneous
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11.1
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This
Contract comes into effect upon both Parties’ execution of this
contract.
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11.2
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This
Contract is executed in five (4) counterparts. Each of the Parties and
Guarantor shall keep one
counterpart.
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IN WITNESS WHEREOF, the
parties hereto have executed this Contract as of the day and year first set
forth below.
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June
7, 2010
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June
7, 2010
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Borrower
(seal):
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Lender
(seal):
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Fuwei
Films (Shandong) Co., Ltd.
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Bank
of Communication
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Legal
Representative or Authorized Person
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Responsible
Person or Authorized Person
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Xiaoan
He
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Xxx
Xxxx
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(signature
or seal)
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(signature
or seal)
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-9-
