Contract No.: 7501200928228
Exhibit
10.20
Shanghai
Pudong Development Bank
Contract
No.: 7501200928228
To:
Shanghai Pudong Development Bank Co., Ltd. Dalian Branch
Client:
Dalian Chuming Meet factory Xx.Xxx.
Application
date: 07/16/2009
The
Company hereby irrevocably applies for your bank running out of the following
provisions of this Agreement to provide short-term working capital loans to the
Company.
1. Main
Article
2. Loan
descriptions
Short-term
loan type: A. stable Short-term loan Ｂ. Borrow and pay
Short-term loan
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Currency
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Amount
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Type
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Date
of withdrawal
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Expire
date
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Interest
rate
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Interest
knot method
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Late
penalty interest rate
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Misappropriation
of penalty rates
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||||||||||||||||||
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RMB
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40,000.000 |
A
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07/16/2007
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07/16/2010
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5.841 | % | 8.76155 | % | 11.682 | % | 11.682 | % | ||||||||||||||
Note: RMB
interest rate is the annual interest rate, floating rate should be specified
floating-cycle. Fixed-term maturity of short-term loans should fill in the
expire date ,borrow and payback as needed short-term loans also need to fill in
the expiration date which means the latest repayment date of the
client
3.
Warranty Description
Warrantor:
Dalian Chuming Group Co. Ltd. Shi Huashan, Ma Fengqin
Type of
warranty: Mortgage, guarantee
4.
General Terms
Customer
hereby confirm that have read and agree to the following general terms of the
loan agreement.
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1)
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After
financing bank sign this Agreement, except in accordance with the
provisions of this Agreement, issued to the abhorrent practice of all loan
applications, or financing Bank may at any time revoke the signing of this
Agreement due to loan commitments made
by.
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2)
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Interest
payment, unless otherwise indicated, payment of interest under the
agreement is accrued daily interest rates, loan clearing with the
principal and interests.
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3)
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Document
submittal, the customer ensures that withdrawals prior to the financing
bank to submit the following documents or to meet the appropriate
conditions, but financing bank has no obligation to review the
authenticity of these documents.
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a.
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The
latest corporate charter, a copy of business license of the
customer
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b.
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The
Board of Directors Resolution that authorized the client to sign this
agreement and the related financing documents of subsidiary. (if the
client’s company’s charter makes any restrict for the legal representative
‘s contracting authority )
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1
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c.
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The
authorization of the authorized representative from the customer and the
specimen signature of the authorized representative.
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d.
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The
valid agreement with the signature of the client.
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e.
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The
withdrawal date that the customer designate is the business day of the
financing bank
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4)
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If
the appointed withdrawal date or repayment date is not a business day of
the financing bank, the appointed withdrawal date or the repayment date
shall be postponed to the next business day of the financing bank,
interests should be played during the extended repayment
period.
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5)
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Prepayment and early
maturity, Borrow and payback as needed short-term loan, customers
can perform prepayment at any time before the expire date, for
fixed-term financing of short-term loans, except the financing
bank inform the customer the early maturity of the loan, In case of the
early repayment of the customer, customer should be approved by the
written consent of the financing bank in advance and full compensation of
any costs and losses which the financing banks have taken place because of
the early repayment.
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6)
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Taxes Unless required by
law to repay the loan that the client must deduct the relevant taxes,
otherwise the client’s repayment under this agreement shall be paid in
full without any deduction. If the client must follow the provisions of
the law relating to tax deduction, the client should provide the financing
bank to pay the extra money, so the received amount of the financing bank
equal to the amount that the financing bank should be subjected without
any deduction.
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7)
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Statements and Guarantee
The Statements and guarantee of the client as below, and The
statement and guarantee to every time as if the financing bank in
accordance with the provisions of this Agreement to provide customers with
the financing, made by the client to
repeat.
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a.
Client-company incorporated under the laws of Chin and any of its shareholders,
affiliated companies are not involved in any liquidation, bankruptcy,
reorganization, annexation, merger, separation, reorganization, dissolution,
closure, closures, or similar proceedings, nor any possible legal situation led
to the design of such a,(not include Hong Kong , Macao, Taiwan ) ,etc. Entitled
to sign the agreement and to any document which and to
any document, and has taken any necessary corporate behavior has led to this
agreement to this agreement and any documents related to the legal, valid and
enforceable.
b. Client
to sign this agreement and to fulfill its obligations under this agreement,
neither it has signed and will not violate any other contract or document, the
company charter, any applicable law, regulation or executive order, the
documents of any authority department, judgments, decisions or commitments with
the client to any other obligations or arrangement inconsistent.
c. Client
and any of its shareholders, affiliated companies are not involved in any
liquidation, bankruptcy, reorganization, annexation, merger, separation,
reorganization, dissolution, closure, closures, or similar proceedings, nor any
possible legal situation led to the design etc.
d. Client
are not likely to be involved in any significant adverse impacts of economic,
civil, criminal, administrative proceedings or similar proceedings, nor may lead
to their involvement in the event of any such proceedings or similar
proceedings.
e.
Client’s legal representative, directors, supervisors or other senior management
personnel, as well as client of any significant asset is not involved in any
enforcement, seizure, seizure, freezing, retention, regulatory measures, has not
issued any such measures could lead to the design of the case.
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f. Client
with the guarantee of showing all financial statements( if any) issued in line
with Chinese law, statements give a true and complete and fairly reflected its
financial condition; client in the process of signing and performance of this
agreement to the financing provided by financing bank, including their own,
guarantors, and all other information, documents, information fliers about the
real, effective, accurate and complete without any concealment or
omission;
g. Client
in business activities in strict compliance with laws and regulations, in strict
accordance with client’s business licenses or legally required to carry out the
approved business scope of the operations, suggesting that the annual inspection
procedures for registration.
H Client
to ensure there is no performance on the client’s ability to cause or threaten
to cause significant adverse effects in other circumstances or
events.
8. Commitment issues, client’s
commitment issues as below:
a. Client
should strictly abide by and fulfill the various obligations under the
agreement.
b. Client
shall be in accordance with the provisions of this agreement, to repay principal
and interest payments and to pay related financing costs; client should apply
for, obtain and comply with the applicable law all the required approval,
authorization, registration, licensing, and to maintain its effectiveness, to
enable it to legally signed and the implementation of this Agreement and in any
document related to this Agreement, the obligations under; if the financing
banks require, the customer should immediately provide the relevant
proof.
c. After
learning the company will involvement in anything that might have significant
adverse impact on their economic, civil, criminal, administrative proceedings or
similar proceedings from the date of five business days, or informed of any
important assets are designed to contain any execution, attachment, seizure
freezing, retention and supervision from the date of the first five business
days written notice to the financing bank and details the impacts and the
remedial measures has been taken.
d.
Without the written consent of the financing bank, client shall not be
liquidated except a third party amount of any liabilities or performance of any
warranty liability.
e.
Without the writing consent of the financing back, any large amount of
liabilities or contingent liabilities, or any other debt program, or any
priority guarantee for the client itself or the third party, from the
date that the agreement signed until all the debt has been paid off , without
the writing consent of the financing bank the client will not:
a)
liquidation, reorganization, bankruptcy, merged, merger, separation,
reorganization, dissolution, closure, closures, or similar legal
process
b) Except
routine business needs, sell, lease, gift, transfer or in any other way dispose
of any of its key asset.
c) Any
deterioration of shareholding structure
d)
Signing the significant adverse impact contract / agreement for the client or
commitment to the obligation.
f)
Security under this Agreement in the event of a particular situation or a
specific change occurs, the customer shall be in accordance with the
requirements of financing bank to provide timely recognition of other security,
or a specific change in the particular circumstances, including but not limited
to, the guarantor discontinued, go out of business, dissolution, suspension of
business consolidation, business license has been suspended or revoked, the
application or application for reorganization, bankruptcy, business or financial
condition are significant changes in the design of major litigation or
arbitration cases, legal representative, directors, supervisors, key management
personnel involved in the case , reduce of the guarantee, collateral or other
property seized to take protective measures, in the guarantee under the contract
and demand the lifting of a security breach contracts, etc.
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7)
8）？
9）Costs and expenses Any
financing bank’s document related to this agreement, the amendment, signed,
enforcement, justice, registration fee, as long as the requirement of the
financing bank, client shall compensate the bank immediately. Unless otherwise
of the law that the financing bank shall pay the tax, client shall agree with
the agreement and the stamp duty and other taxes documents of any
document.
10) Penalty,
for customers of any outstanding amounts that due and payable, the amount due
from that date until the actual date of payment only, the client should be based
on outstanding amounts (including unpaid interest) on a daily basis be paid to
the financing of penalty, interest rates, penalty (including the diversion of
penalty, if any) every month and compounded on a monthly basis
method
11) Authorize repayment and offset the client hereby authorizes the
Financing Bank in any account of the payments (regardless of currency) directly
for the payment of the debt, this would like to authorize undergraduate revoked,
involving the exchange rate conversion, from the financing bank to make their
own determination of the exchange rate conversion, exchange rate risk borne by
the client.
12）Proof of debt, financing banks
will follow its normal business operations guidelines, in its accounting books
to maintain a set of this Agreement involved in business activities related to
accounting records and documents. In addition to obvious errors, the customer
admitted that the accounting records and documents relating to the chance the
customer a valid evidence of debt.
13）The transfer, the customer
shall not transfer any rights or obligations under the agreement. Financing bank
may transfer its rights or obligations assigned to third parties at
anytime under the agreement and may disclose any information that related to the
agreement, including customer-oriented purpose of the agreement of the guarantor
to the financing of any information provided by bank
14）Information disclosure,
customer agrees:: Except the permitted disclosure under Article 13, t any
information related to this agreement, financing, banks may also disclose to
their headquarters, branches, affiliates and staff employed by these agencies.
At the same time, the financing bank under any law, regulatory requirements and
regulatory part of government agencies or by the Judiciary’s request for
disclosure, also allowed to the disclosure of belonging.
15）Breach of contract, any breach
of representations and warranties or representations and warranties have been
proven to be incorrect, inaccurate, or there are any omissions or misleading or
have been contrary to type and / or Customer’s breach or default of this
Agreement of any security documentation requirements, etc., constitute the
customer’s breach of this Agreement, financing banks have authority to declare
the loan due in advance, and require customers to compensation for the financing
banks, including all losses, including legal fees
16）Group’s customers special
agreement, such as customer-group customers in this Agreement, the
Customer agrees that, (a) Customer shall promptly report the actual recipient of
over 10% of related party transactions, including: a transaction associated with
the relationship between the parties; b trading projects and nature of the
transaction; c transaction amount and the corresponding ratio; d pricing
policies (including those with no amount or only nominal amounts of
transactions); (2) the actual recipient of the following circumstances, is for
customers in default under this Agreement , financing Bank is entitled to
unilaterally decided to cancel unused credit client, and has been used to
recover part or entire of the credit or require client for an additional 100%
margin: a. Providing false materials, or hiding important financial facts; b To
arbitrarily change the original purpose of credit without the financing bank
agreed , misappropriation of credit or credit with the bank engaged in illegal,
illegal transactions; c Use and the false contracts between related parties, to
the actual transaction without the background notes receivable, accounts
receivable and other debt to the bank discount or pledge, obtain bank funds or
credit; d Refusing to accept the financing banks credit funds and financial
activities related to operations of supervision and inspection; e Significant
mergers, acquisitions, restructuring and other conditions that may affect the
financing of bank credit safety; f through related party transactions, potential
evasion of bank claims.
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17）Other terms
18）Applicable law and jurisdiction
This Agreement applies to China (excluding Hong Kong and Macao Special
Administrative Region and Taiwan) in accordance with its interpretation of the
law. With any dispute related to this Agreement, financing, People’s Bank of
China has a non-exclusive jurisdiction.
19）Litigation service client
confirm that any litigation under the agreement. Subpoena during the
process, as long as the notification of judicial documents sent to the address
listed at the beginning of this agreement shall be deemed to be served, the
changes of the address , will not be effective without the advanced notice to
the financing bank
20 Severability of the terms Any
provision of this agreement invalid, illegal or unenforceable will not affect
other provisions ,validity, legality and enforceability of this
agreement.
21）During the term of
the agreement, any breach or other acts of grace or delay action by the
financing bank, the damage can not affect or limit the rights and financing bank
pursuant to law or this agreement Also can not serve as the financing banks to
conduct client recognition breach of this agreement, can not be treated as a
finance bank to give up on the client’s existing or future violations of the
right to take action
22）Financing amount of protocol
conformance, financing and amount of the agreement (if any, including its
making is not a valid definition) inconsistent with the provisions of this
Agreement, and to the provisions of this Agreement shall prevail
23） Signing of this agreement, in
quadruplicate, a customer executive, financing bank executive a copy of official
seals by the parties by the legal representative of the parties / responsible
person or authorized agent, after the signature or seal from the date of the
application.
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