BEIJING RURAL COMMERCIAL BANK LOAN CONTRACT
Exhibit
10.01
BEIJING
RURAL COMMERCIAL BANK
The
Lender (hereinafter to as Party A): Beijing Rural Commercial Bank, Junbo
Sub-Branch
Address:
Xx.0 Xxx Xxxx Xx Xxxx, Xxxxxxx Xxxxxxxx,
Postal
Code: 100038
Chief
Officer: Zhang, Xiuhong
TEL:
00000000
FAX:
00000000
The
Borrower (hereinafter to as Party B): Beijing Xelent Tech&Trading Co.,
Ltd
Address:
A-20G, Chengmin Building, No.2 Xi Zhi Men Nan Street
Postal
Code: 100088
Legal
Representative: Xxxx, Xxx
TEL:
FAX:
A/C
and
Opening Bank: 4031200001804000036428, China Bank Tian’an Branch
No.
of
Loan Card: 110100000440303101
According
to the applicable laws, regulations and other rules promulgated by the People’s
Republic of China, the Borrower and Lender, after reaching an agreement through
negotiations, hereby enter into this contract pursuant to Borrower's application
to Lender for a working capital facility loan (the "Loan").
Article
1. Type of Loan
1.
Party
A agrees to provide short
term other type loan to
Party
B according to this contact.
Article
2.
Purpose of Loan
2.
The
Loan under this contract is used for working
capital turnover
purpose
only, and Party B shall not use the loan for other purpose without the written
consent from Party A.
Article
3. Sum of the Loan
3.
Sum of
the loan under this contract is (Capital Letter) RMB
FOURTY NINE MILLION,
Currency: RMB
4.
Loan
term: from
December 21st,
2006. to August 20th,
2007.
Before
the completion of this contract, Party B may apply to Party A for extension
of
this contract by submitting the application of Extension Loan to Party A not
less than 30 days before the due date of the loan and sign the contract on
extension of the loan after obtain the agreement from Party A.
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Article
4.
Interest Rate & Calculation
5.
5.1
Monthly interest rate within the loan term: 6.63‰
5.2
The
loan under this contract shall be transferred to Party B’s account on the date
recorded in Item 6, and the interest settlement is to be calculated from the
date of release of the loan. If the release date is not consistent with the
date
fixed in this contract, the interest calculation shall start from the date
recorded in the Loan Voucher. The Loan Voucher is one part of this contract,
having equal legal effect as the contract.
5.3
The
interest settlement of the each loan under this contract is to be calculated
on
the
20th day of the last month each quarter.
5.4
The
interest is to be collected quarterly
5.5
Before the loan expires, Party A shall claim compound interest at the loan
rate
under this contract for the interest that Party B failed to pay off timely,
while after the overdue of the loan, Party A shall claim compound interest
at
the default interest for the interest that Party B failed to pay off
timely.
5.6
After
the overdue of the loan, Party A shall claim the compound interest at the
default interest rate of 130% of the loan rate under this contract
5.1.
5.7
The
loan
contract shall be subject to any changes on interest rates or calculation
modes
as prescribed by the People’s Bank of China (“PBOC”) during the loan term, in
which case the Party B’s permit is unnecessary.
Article
5.
Loan Withdraw
6.
Party
B
shall withdraw the loan according to the contract
[
] by
one batch
[√]
in
batches on the date recorded in the AppendixⅠ.
Article
6.
Payment of the Loan
7.
7.1
Party
B’s Principal repayment:
[√
]
repay all of the principal on due date
[
] repay
part of the principal on the date according to the AppendixⅡ.
7.2
Party
B should prepare the due sum of interest and principal of the current period
at
the account in Party A on the collection date agreed in this contract or fulfill
the payment by transferring the funds from other deposit account; if the Party
B
fails to repay the principal and interest timely, Party A is entitled to
transfer the fund including but not limited to the principal, interest, compound
interest, default interest from Party B’s account in Beijing Rural Commercial
Bank.
7.3
Party
B shall repay the principal first and the interest later within 90days from
the
date when the contract coming into effect and repay the interest first and
the
principal later after 90days from the date when the contract coming into effect
except otherwise regulated by the laws or under the contract.
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7.4
Party
B shall notify Party A when it wants to pay interest in advance. Party B shall
submit to Party A an application in written form ten working days earlier before
it repays the principal in advance and can only repay all or part of the
principal at Party A’s consent.
7.5
The
interest shall be calculated according to the actual days that Party A uses
the
loan and the loaning interest rate as prescribed in this contract when Party
B
repays all or part of the principal at Party A’s consent. Party B agrees to pay
compensation according the formula as bellows:
sum
of
compensation = the amount of principal repaid in advance×0
‰×the
number of days between the actual repayment day and the due repayment
day
8
8.1
If
Party B misappropriates loan funds or is delinquent in principal or interest
repayment, Party A is entitled to declare all principals under the Loan Contract
become due in advance and request Party B to repay the principal and interest
due or cease the release of the loan funds to Party B.
8.2
Within the term of the contract, Party A shall cease the release of the loan
funds to Party B or request Party B to repay all or part of the released
principal in advance in the event that Party B is suffering losses or reported
false
profit as
a
result of mismanagement or
involved
in a criminal case with third party, or when the damage, disappearance or value
reduce of the pledged property affects the safety of the loan under this
contract.
8.3
Party
A shall cease the release of the loan funds to Party B or request Party B to
repay all or part of the released principal in advance in the event that Party
B
supplies false Balance Sheet & Income Statement which hides important
information or refuses the Party A’s supervision on the use of the loan or
relevant production, operation, financial activities.
8.4
If
Party B fails to perform any of the obligations under this contract or the
warranty contract, Party A is entitled to cease the release of the loan funds
to
Party B or request Party B to repay all or part of the released principal in
advance and to exercise relevant activities persuade to the laws.
Article
7. Warranties
9.
In
order to assure the repayment of the loan under this contract, warranty or
warranties is necessary as follows:
[√]
(Warranty
Contract )
No.(
020
)
Year (
2006
)
[
]
(_____)
No.
(_____)
Year
(_____)
[
]
(_____)
No.
(_____)
Year
(_____)
Party
B
herein confirms that Party A is entitled to choose the rights under this item
and Party B abandons all the defenses against the above choice of Party A
assuring the creditor’s rights of Party A.
In
case
any changes occurred onto the security or warranty under this Loan Contract
may
adversely affect the creditor’s rights of the Party A, Party B shall provide
other security or warranty as notified and required by Party A.
-3-
Article
8. Rights and Obligations of Two Parties
10.
Rights and obligations of Party B:
10.1
withdraw and use of the loan capital under this contract;
10.2
use
of the loan capital subject to laws and regulations, and obtain relevant permits
or authorization;
10.3
provide the relevant materials during the loan evaluation and be responsible
for
the trueness and integrity of the materials;
10.4
accept the evaluation and supervision on the use of loan under this contract
by
Party A;
10.5
cooperate with Party A on the evaluation and supervision on the relevant
production, operation and financial status, and provide financial information
including but not limited to submitting to Party A the balance sheet, income
statement and statement of cash flow which shall be true, integrate and
accurate;
10.6
during the term of this contract, where there are situations of production
stop,
business suspension, registration cancellation, business license cancellation,
the legal representative or person in charge’s involvement in law breaching
activities or major litigation or where there is serious difficulty in
production and operation or the serious financial degradation that have
important negative effect on Party B’s performance of the repayment obligation,
Party B shall notify Party A immediately and fulfill the repayment of loan
and
guaranty under this contract at Party A’s requirements;
10.7
during the term of this contract, where there are situations of split-off,
mergers & acquisition, joint-stock reconstruction, contracting, leasing
operations, ownership, joint operations, joint-venture or cooperation, capital
reduction, the transfer of stock shares or other changes may adversely affect
the creditor's rights or liability under this contract or the creditor’s rights
Party B shall notify Party A 30days in advance and obtain the writing consent
from Party and fulfill the repayment of loan and warranties at Party A’s
requirements ;otherwise party B is not entitled to exercise the activities
hereinbefore;
10.8
during the term of this contract, where the registered information including
but
not limited to the legal representative, domicile, and business scope changes,
Party B should notify Party A within 10days after the changes
occur;
10.9
before paying off the principal and interest of the loan, Party B should not
provide assurance beyond its solvency to other party;
10.10
Party B should obtain the written consent from Party A in case Party B wants
to
transfer the loan liability to a third party;
10.11
Party B should cover all the expenditures including but not limited to
notarization, appraisal, evaluation, registration, insurance fees;
10.12
during the term of this contract, where there are situations of production
stop,
business suspension, registration cancellation, business license cancellation,
loss or where there is when the damage, disappearance or value reduce of the
pledged property affects the safety of the loan under this contract, Party
B
shall provide other warranty which is authorized by Party A.
11.
Rights and obligations of Party A:
11.1
assure the sign of this contract is under effective authorization,
11.2
issue and release the loan on the due date at the due amount under this
contract,
11.3
keep
confidential of all the materials and information on the liabilities, financial,
production, operation provided except otherwise regulated by the laws or under
the contract,
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11.4
is
entitled to deduct the sum of principal ,interest, default interest, compound
interest and other fees unpaid by Party B under the contract,
11.5
Party A may transfer the creditor’s rights under this contract without the
consent from Party B, but should notify Party B not less than 15days after
signing the transfer contract.
11.6
Party A may publicize on the medium or notify certain entities of Party B’s
behaviors like evading supervision by Party A, delaying the payment of principal
& interests and claim the repayment from Party B.
Article
9. Default Liabilities
12
12.1
After coming into effect of the contract, both parties shall fulfill the
obligations under the contract, and any party fails to perform the obligations
under the contract shall be deemed breaching the contract, and shall
bear
the
responsibility
of default.
12.2
In case
Party B fails to pay off the due principal or interest, Party A is entitled
to
claim solvency on Party B and collect the default interest and compound interest
on the due principal and interest unpaid by Party B.
12.3
In
case Party B breaches the contract and results in securing the creditor’s right
by legal procedure, Party B shall undertake the expenditures like legal charges
or retaining fee , travel expense and other charges.
12.4
In
case Party B fulfill the obligation under the contract, whereas Party A fails
to
release loan to Party B subject to the contract, Party B is entitled to claim
the default fine on Party A at the rate prescribed in Article 5.1 according
to
the sum of default and actual days after the due date.
12.5
In
case Party B misappropriated use on the loan fund not persuade to the contract,
Party A is entitled to declare all principals under the Loan Contract become
due
in advance and request Party B to repay the principal and interest due or cease
the release of the loan funds to Party B.
12.6
In
case Party B fails to perform persuade to the contract items 10.2, 10.3, 10.4,
10.5, 10.6, 10.7, 10.8, Party B should take other remedies within 10days after
receipt of the notice from Party A, otherwise Party A is entitled to declare
all
principals under the Loan Contract and request Party B to repay all or part
of
the principal and interest or cease the release of the loan funds to Party
B and
claim the default interest and compound interest.
Article
10. Coming into Effect of the Contract
13.
[
] This
Loan Contract shall become effective once signed by legal representatives (chief
officer) or authorized representatives (the authorization is an appendix to
this
contract) with official seals of both parties.
[√]
This
Loan Contract shall come into existence once signed by legal representatives
(chief officer) or authorized representatives (the authorization is an appendix
to this contract) with official seals of both parties and become effective
on
the date when the warranty contract come into effect.
-5-
Article
11. Amendment or Termination of the Contract
14
14.1
After the contract coming into effect, neither Party A or Party B may amend
or
terminate this contract in advance ,except otherwise regulated by the laws
or
under the contract. The amendment or termination shall be made through
negotiation between the two parties in which a written agreement is come into
being.
14.2
The
provisions of this contract shall be completely implemented until the date
on
which all the loan principal, interest, default interest, compound interest,
default fines and other fees are paid off.
Article
12. Disputes
15.
Any
disputes concerning this Loan Contract shall be solved through negotiation
and
where negotiation fails to solve , a lawsuit shall be proceeded from the court
of jurisdiction where Party A locates
Article
13. Supplementary
16.
The
supplementary article agreed by the two parties:
17. This
Loan
Contract is
in
triplicate, with
Party A Party B and the warrantor
holding
one copy relatively, and each copy has equal legal effect.
18.
This
Loan Contract is signed on December 21th,
2006 at
the Party A’s office, and Party A provide interpretation to Party B on the terms
to be reminded.
|
Party
A: Beijing Rural Commercial
Bank,
Junbo Sub-Branch
(Seal)
|
Party B: Beijing Xelent Tech&Trading Co., Ltd |
| Legal
Representative or Authorized Representative:
(Signature)
|
Legal Representative or Authorized Representative: |
Date:
December 21th,
2006.
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