BANK OF COMMUNICATIONS MAXIMUM MORTGAGE AGREEMENT (Applicable to Guarantee of Agreement without limitation of amount where the Mortgagor is a legal entity or any other organization) October 11, 2005
Exhibit
10.11
Contract
No.:
Di A101A05158
BANK
OF
COMMUNICATIONS
(Applicable
to Guarantee of Agreement without limitation of amount where the Mortgagor
is a
legal entity or any other organization)
October
11, 2005
|
Important
Notice The
Mortgagor
is requested to carefully read the contents of this Agreement,
especially
the terms with ▲ ▲.
If you have any questions, please ask the
Mortgagee.
|
Mortgagor:
Wuhan
Blower Co., Ltd.
Legal
Representative (Responsible Person): Xx
Xxx
Legal
Address: Xxxx Xxxx Dao Science Park, Miaoshan Development Zone, Jiang Xia
District
Address
for Correspondence: Xxxx Xxxx Xxx Science Park, Miaoshan Development Zone,
Jiang
Xia District
Mortgagee:
Bank
of Communications Wuhan Branch
Responsible
Person: Hu
Hui
Address
for Correspondence: 000#
Xxxxxxx Xxxxxx, Xxxxx Xxxx
WHEREAS,
the Mortgagee provides or will provide Wuhan
Blower Co., Ltd.
(hereinafter referred to as the “Debtor”) with a series of credit, in order to
guarantee the realization of the credit rights of the Mortgagee, the Mortgagor
would like to establish the Maximum Mortgage by the property of which the
Mortgagor has right to dispose for the right of credit entitled by the Mortgagee
against the Debtor in respect of such credit.
In
order
to specify the rights and obligations of both parties, the Mortgagor and the
Mortgagee hereby enter into this Agreement through amicable negotiation.
Article
1 Mortgaged Property
1.1
The
Mortgaged Property provided by the Mortgagor Real Estate Title Certificate
Xx Xxxx Xxxx Xxxxx Xia Zi No.200402226, No.200402224, No.200505065,
No.200505066; State-owned Land Use Right Certificate Xia Xxx Xxxx (2005) No.203,
No.204:
(hereinafter referred to as the “Collateral”)
1.2
The
details of the Mortgaged Property shall be based on the “List of Collaterlal”
attached to this Agreement.
1.3
The
legal effect of the Mortgage Right shall be extended to the Collateral and
its
accessory properties, accessory rights, the attached facilities, things
connected, processed goods, fruits and subrogated objects.
-2-
Article
2 Responsibilities of Guarantee
2.1
The
Mortgagor shall provide the Maximum Mortgage Guarantee for all Master Contracts
made and entered into by and between the Mortgagee and the Debtor during
October 11, 2005 and October 11, 2006.
The
Master Contract mentioned in the preceding clauses means the Credit Business
Contract made and entered into by and between the Mortgagee and the Debtor
for
the current
capital loan.
The
currency category, amount of principal and interest rate of the Mortgagee’s
right of credit, as well as the period for performance of the liabilities of
the
Debtor shall be subject to the Master Contract.
2.2
The
Maximum Amount of Credit of the Mortgage Guarantee (currency category and amount
in words): RMB
FORTY-SEVEN MILLION FIVE HUNDRED THOUSAND YUAN ONLY.
2.3
The
scope of the Mortgage Guarantee shall include the principal and interest under
the Master Contract, compound interest, penalty interest, liquidated damages,
compensation for damages and costs for realization of the right of credit.
The
costs for realization of the right of credit shall include but not limited
to
cost of collection, court fee (or arbitration fee), cost for disposal of the
Collateral, transfer fee, cost of preservation, announcement fee, execution
fee,
attorney fee, travel expense and other expenses.
▲▲
2.4
Pursuant to the Article 5 of the Guarantee Law of the People’s Republic of
China, both parties to this Agreement particularly agree as follows: The legal
effect of this Agreement is independent of each Master Contract, the invalidity
of any Master Contract or its related terms and conditions shall not affect
the
legal effect of this Agreement. he Mortgagor shall bear joint and several
liabilities for the return or compensation liabilities which shall be taken
by
the Debtor after the relative Master Contract is null and void.
Article
3 Determination of the Guaranteed Right of Credit
3.1
The
guaranteed principal right of credit under this Agreement shall be determined
on
the earlier date (the “Date of Determination”) of the following dates:
1.
October 11, 2005;
2.
Where
the Collateral is taken by such property preservation or implementation measures
as sealing up and seizing, etc. during the mortgage period, the date of taking
such property preservation or implementation measures;
3.
Where
the bankruptcy case is accepted by the court, the date of acceptance by the
court of the bankruptcy application;
4.
The
time when the Mortgagee exercises the mortgage right under the Article 8 of
this
Agreement.
-3-
3.2
The
guarantee of this Agreement shall be extended to the principal right of credit
entitled to the Mortgagee under the Master Contract signed prior to the Date
of
Determination (including the current day) and the interests generated (including
compound interest, overdue interest and diversion penalty interest) until the
Mortgagor taking responsibilities, court fee (arbitration fee) for realizing
right of credit, attorney fee, cost of notification, interpellation fee and
other related costs.
Article
4 Registration of Collateral
The
Mortgagor shall, after signing this Agreement, forthwith handle formalities
of
mortgage registration of the Collateral under this Agreement in the Register
Authority, and shall deliver the proof of other rights over land, original
copy
of certificate of mortgage registration and original copy of title certificate
of Collateral to the Mortgagee for keeping within three days after completion
of
registration formalities.
Article
5 Insurance
5.1
The
Mortgagor shall cover the insurance for the Collateral in the insurance amount
and period as required by the Mortgagee, and also shall appoint the Mortgagee
as
the first beneficiary to the insurance benefits.
After
completion of the insurance formalities, the Mortgagor shall deliver the
original policy to the Mortgagee for keeping.
5.2
During the validity period of this Agreement, the Mortgagor shall pay all
premiums on time, and perform other obligations which are necessary for the
maintaining of the effective duration of the insurance.
5.3
If
the Mortgagor fails to cover the insurance or renew the insurance, the Mortgagee
shall be entitled to cover or renew at its discretion, pay the premium on behalf
of the Mortgagor or take other measures to maintain the insurance. The Mortgagor
shall provide necessary assistance, and bear the premium and related expenses
paid therefrom by the Mortgagee.
▲▲
Article 6 Representation and Warranty of the Mortgagor
6.1
The
Mortgagor is an independent civil entity which is lawfully established and
will
renew legally, with all necessary legal capacity, and is able to perform the
obligations under this Agreement and take civil responsibilities in the name
of
itself.
6.2
The
execution and performance of this Agreement is the true declaration of will
by
the Mortgagor, obtaining all necessary consents, approvals and authorizations,
without any legal defects.
6.3
All
documents, materials and information provided by the Mortgagor for the Mortgagee
during the execution and performance of this Agreement are true, accurate,
complete and effective.
-4-
6.4
The
Mortgagor has sufficient right of disposal on the Collateral, if the Collateral
is co-owned, its right of disposal has obtained all necessary consents and
approvals.
6.5
The
Collateral has no defects, has not been lawfully sealed up, seized and
controlled, without any dispute, mortgage, pledge, lawsuit (arbitration),
etc.
▲▲
Article
7 Obligations of the Mortgagor
7.1
In
the case of the possibility of the damage of the Collateral or the obvious
reduction of its value, the Mortgagor shall inform the Mortgagee in time, and
provide new guarantee as required by the Mortgagee.
7.2
The
Mortgagor shall bear the costs for the evaluation, registration, notarization,
certification, insurance, keeping, repair and maintenance, etc. of the
Collateral under this Agreement.
7.3
The
Mortgagor shall have custody of the Collateral, shall not use the Collateral
by
any abnormal ways, and shall make regular repair and maintenance in order to
ensure the Collateral is in good condition, as well as cover the insurance
as
required by the Mortgagee.
7.4
Without the written consent of the Mortgagee, the Mortgagor shall not take
such
actions to reduce or possibly reduce the value of the Collateral; and shall
not
dispose of the Collateral by any ways such as transfer, gift, lease, and
establishment of security interest, etc.
7.5
The
Mortgagor shall assist the Mortgagee in the inspection to the use, keeping,
maintenance state of the Collateral as well as the maintenance of the title.
7.6
If
the following cases occur, the Mortgagor shall forthwith inform the Mortgagee
in
writing:
1.
The
safety and good condition of the Collateral is unfavorably affected or possibly
affected;
2.
The
title of the Collateral is in dispute;
3.
The
Collateral is taken such property preservation or implementation measures such
as sealing up and seizing, etc. during the mortgage period;
4.
The
mortgage right is infringed or possibly infringed by any third party;
5.
The
Mortgagor winds up, dissolves, stops doing business for internal rectification,
is revoked a business license, is cancelled, applies or is applied for
bankruptcy.
7.7
Before the discharge of all liabilities under all Master Contracts by the Debtor
to the Mortgagee, the Mortgagor shall not perform the right of recourse arising
out of the performance of this Agreement against the Debtor or other guarantors.
7.8
The
Mortgagor shall assist the Mortgagee in the realization of the mortgage right
without establishing any barriers.
▲▲
Article
8 Exercise of Mortgage Right
8.1
If
any of the following cases occurs, the Mortgagee shall be entitled to lawfully
auction and realize the Collateral:
-5-
1.
Where
the credit business referred in the Master Contract is loan or import xxxx
of
exchange, export xxxx of exchange, export collection and financing, export
invoice financing, packing loan, etc., the Debtor fails to pay off on time
the
principal and interest in total of the loan or financing funds under any Master
Contract;
2.
Where
the credit business referred to in the Master Contract is to establish banker's
acceptance xxxx, the bank’s letter of credit, as well as letter of guarantee,
the Debtor fails to pay off on time the amount in total under any Master
Contract which is paid by the Mortgagee in advance.
3.
The
Mortgagor fails to provide additionally the guarantee under the Article 7.1.
8.2
The
moneys gained by lawful auction and realization of the Collateral shall be
disposed of as follows:
1.
Pay
off the due debt by the Debtor;
2.
Where
the Debtor has the debt which is not due, the balance after the discharge shall
be deposited to the bond account appointed by the Mortgagee; when the debt
is
due, if the Debtor fails to discharge the corresponding debts, the Mortgagee
shall be entitled to deduct and transfer such amounts.
▲▲
Article
9 Guarantee Terms
9.1
Where
the mortgage right is null and void due to the following causes, the Mortgagor
shall provide the maximum amount guarantee for the Debtor’s debts under each
Master Contract:
1.
The
Mortgagor fails to handle formalities for the registration of the Collateral
under the Article 4;
2.
The
representation and warranty made by the Mortgagor under the Article 6 is not
true;
3.
Other
causes which are attributable to the Mortgagor.
9.2
The
Maximum Amount of Credit Guarantee by the Mortgagor (currency category and
amount in words): RMB
FORTY-SEVEN MILLION FIVE HUNDRED THOUSAND YUAN ONLY,
and the
guarantee way is joint and several liability guarantee.
9.3
The
Master Contract scope which is guaranteed by the Maximum Amount Guarantee shall
be consistent with the Master Contract scope of the mortgage guarantee under
this Agreement (as agreed in the Article 2.1 hereof). The scope of the guarantee
of the Mortgagor shall include the principal and interest, compound interest,
penalty interest, liquidated damages, compensation for damage and costs for
realization of right of credit under the Master Contract. The costs for
realization of right of credit shall include but not be limited to cost of
collection, court fee (or arbitration fee), cost of preservation, announcement
fee, execution fee, attorney fee, travel expense and other expenses.
9.4
During the guarantee, the guarantee period under each Master Contract is
separately calculated from the date of expiry of the liabilities as provided
in
each Master Contract until two years after the expiry date of the liabilities
as
provided in the Master Contract which is last due among all the Master
Contracts. Where it is agreed in the Master Contract that the Debtor may perform
the liabilities by installments, the guarantee period of each installment of
performance of liabilities under such Master Contract shall be separately
calculated from the expiration date of performance of such installment of
liabilities until two years after the expiration date of the installment of
liabilities that are last due under such contract. The expiration date of period
for performance of the liabilities under the establishment of banker's
acceptance xxxx, the bank’s letter of credit, as well as letter of guarantee
shall be the date of paying the amounts in advance by the Creditor. Where the
Creditor declares the liabilities under the Master Contract to be due in
advance, the expiration date of the period for performance of the liabilities
shall be the date of advance expiration date as declared by the Creditor.
-6-
9.5
The
force of such guarantee terms shall be separate from the other terms of this
Contract, and the effectiveness of such guarantee terms shall be subject to
the
condition that the mortgage right under this Contract fails to be established
or
come into force for reasons as provided in the Article 9.1.
▲▲
Article 10 Settlement of Disputes
All
disputes under this Agreement shall be settled by the first
way of
the
following ways. During the period of disputes, each party shall continue to
perform the terms which are not involved in the dispute.
10.1
File
a lawsuit before the competent court at the place of the Mortgagee;
10.2
_____/____
Arbitration Commission shall make arbitration by the prevailing arbitration
rules at the time of arbitration application, the arbitral award is final and
binding upon both parties.
Article
11 Miscellaneous
▲▲
11.1
The Mortgagee shall not be obliged to provide credit for the Debtor as a result
of this Agreement.
11.2
The
“List of Collaterlal” attached to this Agreement shall be an integral part of
this Agreement.
11.3
This
Agreement shall come into force after being signed (or sealed) and stamped
with
official seal by the legal representative (responsible person) or authorized
representative of both parties; where the Collateral shall be lawfully
registered. This Agreement shall be effective from the date of registration
of
mortgage.
11.4
This
Agreement shall be executed in five originals, the Mortgagor and the Mortgagee
shall hold one respectively, and the collateral registration authority shall
hold one.
-7-
Article
12 Other Agreed Matters
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
|
The
Mortgagor has gone through the aforesaid terms,
and
the Mortgagee
has made corresponding explanations
upon
the request of the Mortgagor,
who
has no objections to all the contents.
|
-8-
(This
page is for signature, without any text below)
Mortgagor:
Wuhan Blower Co., Ltd. (SEAL)
Legal
Representative (Responsible Person) or Authorized Representative (SIGNATURE
OR
SEAL): /s/ Xx Xxx (SEAL)
Date:
October 11, 2005
The
Mortgagee: Bank of Communications Wuhan Branch (SEAL)
Legal
Representative (Responsible Person) or Authorized Representative (SIGNATURE
OR
SEAL): /s/ Xxxx
Xxxxxx (SIGNATURE)
Date:
October 11, 2005
BANK
OF
COMMUNICATIONS WUHAN
BRANCH
List
of
Collaterals
October
11, 2005
|
Mortgagor
Name :
Wuhan Blower Co., Ltd
|
||||||
|
Name
of Creditor: Wuhan Blower Co., Ltd
|
Mortgage
Contract No.: Di A101 105158
|
|||||
|
Name
|
Unit
|
Quantity
|
Title
Certificate No.
|
Place
of Storage
|
Insurance
Policy No.
|
|
|
Real
Estate
|
Xia
Ta
Xiang 2005
Zi
Xx.000
|
Xxxxxxxx
Xxxx,
Xxxx
Xxxx
Xxx
Science
Park,
JiangXia
District, Wuhan
|
PQJA200542010300000007
|
|||
|
Xia
Ta
Xiang 2005
Zi
Xx.000
|
Xxxxxxxx
Xxxx,
Xxxx
Xxxx
Xxx
Science Park,
JiangXia
District, Wuhan
|
|||||
|
Xx
Xxxx Xia Ta
Zi
2005 Xx.00000
|
Xxxxxxxx
Xxxx,
Xxxx
Xxxx Xxx
Science
Park,
JiangXia
District, Wuhan
|
|||||
|
Official
Seal of Mortgagor: Official
Seal of Mortgagee:
Agreement
Seal of Wuhan Blower Co., Ltd Agreement Seal of Bank of Communications
Wuhan Branch
Handed
by: Hu Hui Handed by: Xxx Xx
|
||||||
-9-
Maturity
Extension Agreement
Creditor:
BANK OF COMMUNICATIONS CO., LTD WUHAN BRANCH
Debtor:
Wuhan Blower Co., Ltd
Guarantor:
Wuhan Blower Co., Ltd
Article
1
This Agreement is a supplement to the Borrowing
Agreement No. A101A05212 (hereinafter
referred to as the “Original Agreement”) and the Mortgage
Agreement No. Di A101A05158
(hereinafter referred to as the “Original Guarantee Agreement”); Unless
otherwise stipulated herein, provisions of the Original Agreement and the
Original Guarantee Agreement shall still be applicable to the rights and
obligations and pertinent matters of the Creditor, Debtor and Guarantor.
Article
2
The Creditor agrees to extend the maturity of corresponding debts (hereinafter
referred to as the “Original Debts”) set forth in respective Borrowing
Certificates/Bank Certificates under the Original Agreement, according to the
following table:
|
No.
|
Borrowing
Certificate/Bank
Certificate
|
Amount
of Debts
(Currency
and
Amount
in Words)
|
Maturity
Date of
Original
Debts
|
Amount
of Debts
the
Maturity of
Which
is Extended
(Currency
and
Amount
in Words)
|
New
Maturity
Date
after Extension
|
Interest
Rate
of
Maturity
Extension
|
|
1
|
RMB
TEN
MILLION
AND
FIVE
HUNDRED
THOUSAND
YUAN
ONLY
|
October
11, 0000
|
XXX
TEN
MILLION
AND
FIVE
HUNDRED
THOUSAND
YUAN
ONLY
|
April
11, 2007
|
6.615%
|
|
|
2
|
||||||
|
3
|
||||||
|
4
|
Article
3
As of the date when the original debts mature, the interest rate of maturity
extension shall be applicable.
Article
4
The Guarantor shall continue to provide a guarantee for the extended debts
of
the Debtor:
4.1
Where
a mortgage/pledge guarantee (including the maximum amount mortgage) is specified
under the Original Guarantee Agreement, the Guarantor shall timely deal with
formalities of insurance renewal effected for mortgaged/pledged properties,
and
shall after formalities are properly finished submit relevant certificates
in
original copies to the Creditor for custody.
4.2
Where
a security guarantee (including the maximum amount security) is specified under
the Original Guarantee Agreement, the Guarantor shall continue to bear joint
and
several liability security for the Debtor’s extended debts. The security period
of each debt shall be two years from the new maturity determined after extension
of old maturity of such debt.
Article
5
The Debtor shall be responsible for any and all expenses arising from the debt
maturity extension, including but not limited to insurance expenses incurred
for
renewal of insurance affected for mortgaged/pledged properties.
Article
6
Other Agreed Matters
-10-
Article
7
This Agreement will come into force after signed and by legal representatives
(responsible persons) or authorized representatives (personal seals thereof)
of
both Parties, and affixed with official seals of both Parties.
Article
8
This Agreement is executed in three original copies, with one text for each
Party.
(No
Text
on This Page)
| Creditor (Official Seal) | Debtor (Official Seal) |
| Agreement Seal of | Agreement Seal of |
| Bank of Communications Co., Ltd Wuhan Branch | Wuhan Blower Co., Ltd |
| Responsible Person or Authorized Representative | Legal Representative (Responsible Person) ore |
| Authorized Representative | |
| (Signature or Seal) | (Signature or Seal) |
| /s/ Hu Hui | /s/ Xx Xxx |
| Date: October 11, 2006 | Date: October 11, 2006 |
Guarantor (Official Seal)
Agreement
Seal of
Wuhan
Blower Co., Ltd
Legal
Representative (Responsible Person) ore Authorized Representative
(Signature
or Seal)
Xx
Xxx
Date:
October 11, 2006
-11-
