Liquid Capital Loan Contract
Liquid
Capital Loan Contract
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Borrower:
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Xi'an
Baorun Enterprise Development Co., Ltd.
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Legal
Representative:
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XXX
Xxxxxxx
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Legal
Address:
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Xxxxx
00000, Xxxxxxx Xxxxxxx Xxxxx, 0 Xxxxx Xxxx, Xx'xx
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Contact
Address:
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____________________________________________________
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Lender:
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Communications
Bank Holdings Co., Ltd. Sha'anxi Branch
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Legal
Representative:
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XXX
Xxxxx
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Contact
Address:
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00
Xxxxx Xxxxxx, Xx'xx
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Article
1
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Loan
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1.1 Currency:
Renminbi (RMB)
1.2 Amount:
40,000,000.00
1.3 The
proceeds of the Loan under this Contract shall be used for revolving liquid
capital.
1.4 The
term of the loan does not exceed 12 months, starting from the date of the first
release of the loan amount and ending on October 28, 2011.
Article
2 Interest Rate and Computation
of Interest
2.1 The
applicable interest hereunder is specified in (2) below:
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(1)
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RMB
fixed rate; the rate is determined on the
day
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[ ] when this
Contract becomes effective
[ ] when the
loan is first release
[ ] when the
loan is actually issued (if release in installments, the rate is then determined
separately on the day when each amount of the loan is issued)
for
___________ (term) on the basis of [ ] the base rate
[ ] the base rate floating upward by
____ [ ] the base rate floating downward by
____ and the rate will not be adjusted during the term of the
loan.
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(2)
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RMB
floating rate; the rate is determined as
follows:
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(2.1)
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The
rate is determined on the day
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x
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when
this Contract becomes effective
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¨
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when
the loan is first release
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x
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when
the loan is actually issued (if release in installments, the rate is then
determined separately on the day when each amount of the loan is
issued)
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for One Year (term) on
the basis of [ ] the base rate [ X ] the base rate
floating upward by 10% [ ]
the base rate floating downward by ____.
(2.2)
If,
during the term of the loan, People's Bank adjusts the base rate, the interest
rate hereunder will be adjusted on the Adjustment Day specified by method (a)
below. Starting on interest rate adjustment day of this Contract, the
Lender has the right to assess the interest rate adjusted by the corresponding
rate level on the adjustment day, with the upward/downward floating range
unchanged.
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(a)
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The
People's Bank's interest rate adjustment day is Adjustment Day for this
Contract;
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(b)
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Starting
on the day when the loan is issued (if release in installments, the
adjustment day is based on the day when each installment of the loan is
issued), the day after each [ ] month
[ ] quarter [ ] every six
months [ ] year is the Adjustment Day for this
Contract;
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(c)
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_________________________________________
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(2.3)
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If
the base rate after the People's Bank adjustment is floating rate or the
base rate is cancelled, the two parties will engage in separate
consultation for the adjustment of the interest rate hereunder; however,
the rate after the adjustment shall not be lower than the applicable rate
at that time; if, one month after the People's Bank's adjustment day, the
two parties are still unable to reach agreement on the new adjusted rate,
the Lender has the right to declare all the loan hereunder due ahead of
schedule.
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2
2.2
Daily rate = monthly rate/30, and monthly rate = annual rate/12.
2.3
Computation of interest rate
2.3.1
Normal interest = Interest Rate Specified Herein <times> Amount
of Loan Released <times> Number of Days Used. The number of
days used is calculated starting on the loan release date and ending on the
maturity date of the loan.
2.3.2
The penalty interest on the amount of loan that is past due or misappropriated
will be calculated on the basis of the amount of loan past due or
misappropriated and the actual number of days (starting from the day when the
amount of loan is past due or misappropriated until all the loan principal and
interests are paid off). If the loan is made in RMB, the penalty
interest rate on the amount of loan that is past due is the rate floated upward
by 50% from the rate specified herein and the penalty interest rate on the
amount of loan that is misappropriated is the rate floated upward by 100% from
the rate specified herein; for loans with floating interest rate, if the
People's Bank adjusts the base rate after the loan is past due or
misappropriated, the Lender has the right to adjust the penalty interest rate
for this Contract, and the new penalty interest rate will apply after the
People's Bank interest rate adjustment day. If the loan is made in a
foreign currency, the penalty interest rate is the rate floated upward by
_______ from the rate specified herein.
2.4
The settlement of interest is by (1) of the following
methods:
(1) On
the 20th of the last month of each quarter;
(1) On
the 20th of each month;
(3) ______________________________________
2.5 If
Borrower repays the loan or the Lender declares the loan due ahead of schedule
pursuant to the provisions herein, the level of the corresponding interest rate
will not be adjusted and the rate specified will still apply.
2.6 Other
provision on the interest rate
______________________________________________________________
______________________________________________________________
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Article
3 Release and Payment of the
Loan
3.1 The
Borrower may withdraw the loan in installments, but the sum of all the amounts
withdrawn separately shall not exceed the amount specified in Article
1. The withdrawal must follow the loan release schedule
below:
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Date
of Withdrawal
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Amount
Withdrawn
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29th day of
October, 2010;
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Forty
Million (amount in Capital
Letters)
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___
day ___ month ___ Year;
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_______________
(amount in Capital
Letters)
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___
day ___ month ___ Year;
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_______________
(amount in Capital
Letters)
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___
day ___ month ___ Year;
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_______________
(amount in Capital
Letters)
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3.2 Unless
all of the following conditions are satisfied, Xxxxxx has the right to refuse to
release the Loan:
(1)
Borrower
has already completed the statutory procedures including obtaining related
permit, approval and registration from the government and other procedures as
requested by the Lender, and such permit, approval and registration remain in
full force and effect;
(2)
The
guarantee contract (if any) hereunder has come into effect and remains in full
force and effect;
(3)
There
have been no adverse changes in the financial condition of the
Borrower;
(4)
Borrower
has not violated any provisions herein;
(5)
The
loan payment method is in compliance with the provisions herein; if the Lender
is entrusted with the making of the payment, the Lender agrees to such
arrangement;
(6)
If
the loan is to be withdrawn in a foreign currency, the Borrower has set up
relevant account in accordance with the requirements of the foreign currency
management and provided documents of proof showing that the loan is in
compliance with the relevant foreign currency management policies, including but
not limited to valid certificates of foreign currency use, registration and
approval documents;
(7)
The
Borrower has designated a capital return account as requested by the Lender and
executed account management agreement.
3.3 The
Borrower designates the following account as loan deposit account; the said
account is not an account set up by the Borrower with the Lender specifically
for loan deposit.
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Account Title: Xi'an Baorun
Enterprise Development Co., Ltd.
Account
No. 611301011018170037875
Bank holding the
account: Business department of Communications
Bank, Sha'anxi Province Branch.
If an account is set up specifically
for loan deposit, the release and the payment of the loan must be done through
that account. Such account can only be used for the release and
external payment of the proceeds of the loan; it can only issue "Settlement
Service Application" certificate but cannot be used for check, bank draft, and
bank draft acceptance services or for other settlement. When the
Borrower processes, in its sole discretion, loan proceeds transfer, such
transfer must be done over the counter of the bank that holds the
account. The interest on the deposit in such account is included in
the Borrower's repayment account.
3.4 Before
each withdrawal, the Borrower process the relevant withdrawal procedures at
least ____ bank business days in advance and specify the payment method
(entrusting the Lender with the payment or the Borrower itself making the
payment); only one of the payment methods can be used for each
withdrawal.
3.5 Entrusting
the Lender with making the payment means that the Lender, pursuant to the
payment entrustment engagement letter from the Borrower and after the release of
the loan pursuant to the provisions herein, makes the payment from the loan
proceeds through the Borrower's account directly to the Borrower's trading
partner that meets the requirement of the loan purpose stipulated
herein.
Upon
satisfying one of the following conditions, the method of entrusting the Lender
with the payment can be adopted:
(1) The
amount of single payment exceeds ____________ (this amount is the limit that the
Borrower can pay if the payment is made by the Borrower)
________________________________________________________________
________________________________________________________________
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If the method of entrusting the Lender
with the payment is adopted, the Borrower must submit to the Lender withdrawal
application, payment engagement letter in the format specified by the Lender,
loan certificate, relevant payment certificate and other documents requested by
the Lender (including but not limited to commercial contract, invoices and goods
acceptance documents and other trading documents), specify the amount to be
withdrawn and the recipient and amount of the payment; the amount to be
withdrawn must be equal to the amount of the payment.
If the payment proposed by the Borrower
does not comply with the provisions herein or those in the relevant commercial
contracts or has other defects, the Lender has the right to refuse the payment
and return the payment engagement letter submitted by the Borrower.
When the Lender agrees to make such
payment, if the external payment cannot be made or the payment made
is returned due to the error in the information provided by the Borrower, the
Borrower must re-submit relevant certificate and documents with the correct
information within the time specified by the Lender. The Lender will
not be responsible for any loss from unsuccessful payment.
3.6 The
Borrower making the payment in its sole discretion means that, after the Lender
releases the loan proceeds into the Borrower's account pursuant to the
provisions herein, the Borrower makes the payment from the loan proceeds to the
Borrower's trading partner that meets the requirement of the loan purpose
stipulated herein.
If the method of the Borrower making
the payment is adopted, the Borrower must submit to the Lender withdrawal
application, loan certificate, explanation of the use of the proceeds and other
documents requested by the Lender. The Lender has right to analyze
through the Borrower's account, verify the certificate and conduct on-site
investigation to verify if the payment of the loan proceeds complies with the
specified purpose of use, and the Borrower must assist with the Lender's
verification.
3.7 The
actual loan release date and the amount released must be based on the records in
the "Loan Certificate."
Article
4 Repayment of the
Loan
4.1 The
Borrower must repay the loan at the maturity date specified in 1.4 herein and
according to the following schedule; if the maturity date in the "Loan
Certificate" is inconsistent with that specified herein, the record in the "Loan
Certificate" shall prevail:
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Date
of Repayment
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Amount
Withdrawn
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28th day of
October, 2011;
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Forty
Million (amount in Capital
Letters)
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day ___ month ___ Year;
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_______________
(amount in Capital
Letters)
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day ___ month ___ Year;
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_______________
(amount in Capital
Letters)
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day ___ month ___ Year;
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_______________
(amount in Capital
Letters)
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4.2
The Borrower shall not repay the Loan prior to the
scheduled date without obtaining written consent from the Lender.
4.3 The
Borrower designates:
(1) Loan
repayment account:
Account Title: Xi'an Baorun
Enterprise Development Co., Ltd.
Account
No. 611301011018170037875
Bank holding the
account: Business department of Communications
Bank,
Sha'anxi
Province Branch.
(2) Capital
return account:
Account Title: Xi'an Baorun
Enterprise Development Co., Ltd.
Account
No. 611301011018170037875
Bank holding the
account: Business department of Communications
Bank,
Sha'anxi
Province Branch.
Article
5 Representations and Warranties
of the Borrower
5.1 The
Borrower is a duly incorporated and an existing entity, has the required power
and capacity to fulfill the obligations hereunder in its own name and will
assume civil liabilities.
5.2 The
execution and performance of this Contract is the true intention of the
Borrower, and the Borrower has all necessary consents, approvals and
authorizations, and there are no existing legal defects.
5.3 The
Borrower's production operation is legal and in compliance, and the Borrower has
the ability to continue its operation, the legal source of funds for repayment
and the Borrower has not material unfavorable credit record. The
Borrower's senior management officers have no unfavorable
records
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5.4 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 valid; the Borrower has not withheld any information which may
affect the evaluation of its financial status and repayment ability and there
has been no adverse change in the Borrower's financial situation since the date
of the most recent financial report.
5.5 At
the time of executing this Contract, the Borrower is not a shareholder of the
guarantor or its actual control person within the meaning of the "Corporate
Law," nor does the Borrower have any plan to become a shareholder or the actual
control person of the guarantor.
Article
6 Rights and Obligations of the
Lender
6.1 The
Lender has the right to receive repayment of the principal, interest (including
compound interest, and penalty interest for past-due and misappropriated loan)
and the relevant fees payable by the Borrower from the Borrower in accordance
with provisions herein. The Lender has the right, on the basis of the Borrower's
capital return, to decide in its sole discretion to declare the loan due ahead
of the schedule and exercise any other rights under the relevant laws and
regulations or stipulated herein.
6.2 During
the course of performing this Contract, the Lender will only conduct customary
verification on the documents provided by the Borrower. If the
untruthfulness, inaccuracy or incompleteness of such documents provided by the
Borrower cause the Lender to be unable to complete the entrustment payment on
time or cause the Borrower to make any payment in violation of the provisions
herein, the Lender shall bear no responsibility.
6.3 If
the release of the loan or payment is unsuccessful because the loan release
account designated by the Borrower or the account of the payment recipient is
frozen or for any other reason, the Lender shall bear no
responsibility.
Article
7 Obligations of the
Borrower
7.1 The
Borrower must repay the Loan hereunder and pay the interest hereunder in
accordance with the date, amount and currency set forth herein.
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If the capital return account
designated by the Borrower is used for receiving sales receivable or the
proposed repayment of the loan and the sales receivable is settled in non-cash
method, the Borrower must ensure that the amount received is transferred to the
capital return account promptly. The Borrower must provide
information on the inflow/outflow of the funds in the capital return account as
requested by the Lender.
7.2 Borrower
must use the proceeds of the loan hereunder for the purpose stipulated
herein. The Borrower cannot appropriate the loan hereunder for any
other use, and cannot use the loan for fixed asset investment, equity investment
or in any production or operation area or for any purpose prohibited by the
State.
7.3 The
Borrower must be responsible for the fees and expenses under this Contract,
including but not limited to for notary service fees, appraisal fees, assessment
fees and registration fees.
The Borrower must be responsible for
the settlement fees incurred from the payments of loan proceeds (including both
those made by the Lender under the entrustment method and those by the Borrower)
and pay the corresponding fees on time and in full according to the charge item,
fee rate and schedule specified by the Lender.
If the loan account is set up
specifically for the release of the loan, when making payment of the loan
proceeds, if the receiving account is not set up with Communications Bank, the
payment of the loan proceeds can be made through the payment system of the
People’s Bank or through the interchange system in the same city.
If the loan account is not set up
specifically for the release of the loan, when making payment of the loan
proceeds, if the receiving account is set up with a bank in other locations, all
payments of the loan proceeds must be made through the payment system of the
People’s Bank.
7.4 The
Borrower must adhere to the Lender’s business system and operation practices
related to providing loan services, including but not limited to assisting the
Lender with loan payment management, supervision over and review of the use of
the loan and the Borrower’s operation and providing promptly all the financial
reports, records and documents on the use of the loan, information about the
related parties and related party transactions and other documents and
information requested by the Lender, and ensure that the documents, material and
information provided are true, complete and accurate.
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7.5 If
any one of the following events occurs, the Borrower must notify the Lender at
least thirty (30) days in advance and must not take any of the following actions
before the principal and interest hereunder are repaid completely or a repayment
schedule and guarantee approved by the Lender are provided:
(1) Xxxxxxx,
donating, leasing, lending, assigning, mortgaging, pledging or disposing of all
or substantial part of its assets;
(2) Any
substantial change, or likely substantial change, in operation or equity
structure, including but not limited to subcontracting, lease, joint operation,
company restructuring, joint-stock, sale of businesses, merger (acquisition),
joint capital (partnership), spin-off, incorporation of subsidiary, equity
transfer, ownership transfer and reduction of registered capital.
(3) External
investment exceeding RMB ________ or increase of debt financing exceeding RMB
________.
7.6 The
Borrower must notify the Lender in writing within seven (7) days upon the
occurrence, or likely occurrence, of any of the following events:
(1) The
Borrower’s or any of its affiliates amends its the Articles of Association,
changes its name, legal representative, domicile, address and the scope of its
business and other AIC registration events, and makes any decision that will
have major impact on the Borrower’s financial and personnel
situation;
(2) The
Borrower, any of its affiliates or its guarantor intends, or is likely, to file
for bankruptcy.
(3) The
Borrower is involved in any major litigation or arbitration or administrative
sanctions, or any lien or encumbrance is imposed on its assets or its
collaterals hereunder, or the sound condition of its assets or its collaterals
hereunder is, or is likely to be, impacted or their value is, or is likely to
be, reduced;
(4) The
Borrower or any of its affiliates provides guarantee to any other third party,
which will have material adverse effect on its economic or financial situation
and its ability to perform its obligations hereunder;
(5) The
Borrower or any of its affiliates enters into a contract which will have a
material adverse effect on its operation and financial
situation;
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(6) The
Borrower or any of its affiliates or its guarantor ceases its operation, goes
out of business, is dissolved, is shut-down for rectification, is cancelled or
has its business license revoked;
(7) The
Borrower’s or any of its affiliates’ major individual investor, or the
Borrower’s or any of its affiliates’ legal representative (responsible person),
director or major management officer, has disappeared, is in violation of the
law and statutes or of the rules of the applicable exchanges or has abnormal
changes;
(8) The
Borrower or any of its affiliates faces severe hardship in its operation,
experiences deterioration of its financial situation or any other event which
will have an adverse effect on the financial situation of the Borrower or any of
its affiliates or its ability to repay the Loan;
(9) The
completion of related party transaction and the amount of such transaction
reaches or exceeds 10% of its recently audited net assets;
(10) The
Borrower becomes, or is likely to become, a shareholder of its guarantor or its
“actual control person” within the meaning of the “Corporate Law” before the
repayment in full of all the debts hereunder.
(11) The
Borrower or any of its affiliates is involved in a liable accident because of
its violation of the law and statutes, regulatory provisions, state policies or
industry standards or is exposed by the media;
(12) The
relationship of having control or being controlled between the Borrower and its
affiliates experiences changes;
(13) Other
events occur, which will have material adverse effect on the ability of the
Borrower or any of its affiliates to repay debts.
7.7 Upon
the occurrence of any change to the guarantee hereunder that is adverse to the
Lender’s claims, the Borrower must promptly provide other guarantee approved by
the Lender as requested.
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The “change” referenced in this
provision includes but is not limited to: the guarantor’s merger, spin-off,
ceasing operation, going out of business, dissolution, shut-down for
rectification, being cancelled, having its business license revoked, filing for
or being forced into bankruptcy; material change in the guarantor’s operation or
financial situation; the guarantor’s involvement in major litigation or
arbitration or administrative sanctions, or imposition of a lien or other
enforcement measures on its major assets; the decrease, or likely decrease, of
the value of its collateral or the imposition of a lien or other enforcement
measures thereupon; impact, or likely impact, on the sound condition of its
collaterals; the guarantor or its legal representative (responsible person) or
major management officer’s violation of the law and statutes or the rules of the
applicable exchanges; if the guarantor is an individual, the guarantor’s
disappearance or death (being declared dead); the guarantor’s act of breach as
defined in the guarantee contract; disputes between the guarantor and the
Borrower; demand by the guarantor to dissolve the guarantee contract; the
guarantee contract not coming into effect or becoming invalid or being
cancelled; security interest not being established or invalid; or other events
that will affect the security of the Lender’s claims.
7.8 The
Borrower promises that, before the full repayment of all loan principal and
interest hereunder and the related fees, the Borrower’s financial indicators
must always meet the following criteria:
(1) ___________________________________________________
(2) ___________________________________________________
(3) ___________________________________________________
Article
8 Other Matters
The loan can be only used to purchase
oil; _______[handwritten part, illegible] provide purchase
contract. The reception and payment of the funds can only be done
through Communications Bank; otherwise Communications Bank has the right to
declare the loan due ahead of schedule.
Article
9 Advance Maturity of the
Loan
9.1 The
occurrence of any of the following will be considered an “advance maturity
event” for this Contract:
(1) The
Borrower’s representations and warranties in Section 5 are not
true;
(2) The
Borrower is in breach of this Contract;
(3) Any
of the events listed in Section 7.6 has occurred and the Lender believes that
such event will have a material adverse effect on its claims;
(4) The
Lender believes, based on the Borrower’s situation of capital return, that the
Borrower should repay the loan principal and interest ahead of
schedule;
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(5) The
changes of the regulatory policies cause the release of the loan by the Lender
pursuant to the provisions hereunder to be non-compliant;
(6) The
Borrower has committed an act of breach during the performance of other
contracts with the Lender or with a third party or the debts thereunder are
likely to be, or have already been, declared due in advance.
9.2 Upon
the occurrence of any of the “advance maturity events,” the Lender has the right
to take one or more or all of the following measures:
(1) Suspend
the release of the loan that has not been used by the
Borrower;
(2) Suspend
the payment of the loan that has already been released but has not been
used;
(3) Demand
the Borrower to negotiate supplemental conditions on release and payment of the
loan with the Lender within a specific time;
(4) Demand
the Borrower to change payment method according to the Lender’s
requirements;
(5) Unilaterally
declare all the loan principals released under this Contract due in advance and
demand the Borrower to repay all the loan principal and settle the
interest.
Article
10 Breach of
Contract
10.1 In
the event that the Borrower fails to repay the principal or interest in full in
a timely fashion or to use the proceeds of the Loan for the purpose specified
herein, the Lender has the right to assess interest at overdue penalty rate and
misappropriation penalty rate and to assess compound rate on the interest due
but yet unpaid.
10.2 In
the event that the Borrower fails to repay the principal or interest in full in
a timely fashion, the Borrower shall be responsible for the Lender’s fees and
expenses in exercising its creditor’s rights, including litigation cost
(arbitration fee), costs of preservation of asset, public announcement fees,
enforcement fee, legal fees, travel and other expenses.
10.3 In
the event that the Borrower evades the Lender’s supervision, fails to repay the
principal or the interest of the Loan or avoids the repayment intentionally,
Xxxxxx has the right to report such acts to the relevant government authority
and make public announcements in the news media.
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Article
11 Deduction Provision
11.1 If
there is any loan principal, interest, penalty interest, compound interest or
other fees due and payable, the Borrower authorizes the Lender to deduct the
corresponding amount from funds in any of the Borrower’s accounts set up with
Communications Bank.
11.2 After
such deduction, the Lender must notify the Borrower of the account being
deducted, the loan contract number, “Loan Certificate” serial number, amount
deducted and the balance of the debt obligations.
11.3 If
the amount deducted is insufficient to pay off all of the Borrower’s debt, such
amount must first be used to offset the fees due and payable. If the
principal and interest are past due for less than ninety (90) days, the balance
of the deducted amount after offsetting the fees must be first used to repay the
past due interest, penalty interest and compound interest and then be used to
repay the past due principal; if the principal and interest are past due payment
for more than ninety (90) days, the balance of the deducted amount after
offsetting the fees must be first used to repay the past due principal and then
be used to repay the past due interest, penalty interest or compound
interest.
11.4 If
the currency of the deducted amount is different from the currency used to repay
the loan, the deducted amount will be converted at the foreign exchange rate
published by Communication Bank on the date of deduction and then be used to
repay the debt.
Article
12 Notifications
12.1 The
information on contact methods (including communication address, contact
telephone number and fax number) provided by the Borrower herein is true and
effective. If there is any change, the Borrower must immediately
mail/deliver the updated information in writing to the communication address
provided by the Lender herein. Such updated information will only
become effective after it is actually received and the contact methods are
updated by the Lender.
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12.2 Unless
expressly specified otherwise herein, the Lender has the right to use any of the
following means for sending notification to the Borrower. The Lender
has the right to choose the notification method it deems appropriate and shall
not be responsible under any circumstance for any error, miss or delay of the
postal mail, fax, telephone or any other communication system. If the
Lender chooses several notification methods, the notification will be considered
served on the basis of the faster method.
(1) Public
announcement: the notification will be considered served on the day when the
Lender publish such announcement on its website, online banking site, telephone
banking system or business website;
(2) Courier
delivery: the notification will be considered served on the day when the
Borrower signs the delivery receipt;
(3) Postal
mail (including special express mail, ordinary mail and registered mail): the
notification will be considered served 3 days (if, in the same city)/5 days (if,
in different regions) such mail is sent to the Borrower’s most recent mailing
address that the Lender knows (even though such mail may be
returned);
(4) Notification
by fax or by other electronic method will be considered served when it is sent
to the most recent fax number or e-mail address that the Lender
knows.
Article
13 Disclosure of Information and
Confidentiality
13.1 The
Lender must have the responsibility to keep confidential the Borrower’s
commercial secrets and other information and documents which carry written
legends requiring confidentiality; however the following circumstances are
excepted:
(1) Disclosure
as required by the applicable law and statutes or by the public offering
rules;
(2) Disclosure
as required by judicial or government authorities;
(3) Disclosure
made to the Lender’s outside business experts;
(4) Disclosure
made with the Borrower’s consent or authorization.
13.2 The
Borrower agrees that, under the following circumstances, Communications Bank may
use or disclose all the information about the Borrower, including but not
limited to the Borrower’s basis information, credit transaction information and
other relevant information and documents and is willing to all the consequences
resulting from such use or disclosure:
15
(1) Disclose
to and allow the use of such information and documents by business out-source
organization, third party service provider, other financial institution and
other agencies or individuals deemed necessary by the Lender for the following
purposes: (a) to develop lending business or in connection with lending
business, such as promoting Communications Bank’s lending service, collecting
the Borrower’s delinquent debt and transferring creditor’s claims; (b) to
provide, or is likely to provide, new products or services or further services
to the Borrower; and (c) to maintain, manage and improve customer
relations;
(2) Provide
such information and documents to China Credit Information Center or other
credit information agency or credit information data bank established with the
approval of the People’s Bank of China;
(3) Use, or
allow the use by a third party, such information and documents on a confidential
basis for the purposes of business operation, management, statistics and risk
control.
Article
14 Governing Law and Dispute
Resolution
This Contract is governed by the law of
the People’s Republic of China. Any dispute arising from this
Contract should be submitted to the court of jurisdiction at the location of the
Lender. During the course of resolving the dispute, both parties must
continue to perform other provisions not involved in the dispute.
Article
15 Other Provisions
15.1 The
Borrower agrees that the Lender will inquire about and keep the Borrower’s
credit information in connection with the Borrower’s loan application and loan
management.
15.2 If,
due to Force Majeure or the malfunction in the communication, internet or the
Lender’s internal system, the Lender fails to release the loan proceeds or
processing payment on time, the Lender shall bear no responsibility but must
notify the Borrower promptly.
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15.3 The
format of the “Withdrawal Application,” and the “Withdrawal Application,”
“Entrustment Payment Engagement Letter” and “Loan Certificate” executed by the
two parties hereto, and all other relevant documents and material acknowledged
by the two parties, are all inseparable components of this
Contract.
15.4 The
“affiliate,” “related party transaction” and “major individual investor”
referenced herein have the same definition as the same terms used in “Enterprise
Accounting Principles No. 36 – Related Party Disclosure” (FC[2006]3) and in the
subsequent amendment thereto promulgated by the Ministry of
Finance.
15.5 This
Contract becomes effective after it is signed by the respective legal
representative (responsible person) or authorized agent and/or imprinted with
the seals of both the Borrower and the Lender.
15.6 This
Contract is executed in six counterparts, with one to each party hereto and one
to the guarantor(s) (if applicable).
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Attachment:
“Withdrawal Application” Format [not translated]
|
The
Borrower has read carefully all the provisions above, and the Lender has
provided corresponding explanation at the Borrower’s
request. The Borrower has no objection to the contents
herein.
|
The
Borrower (seal/signature)
/seal/ Xi'an Baorun Enterprise
Development Co., Ltd.
Legal
Representative (Responsible Person)
/s/ XXX
Xxxxxxx
October
28, 2010
The
Lender (business seal)
/seal/ Communications Bank
Holdings Co., Ltd. Sha'anxi Branch.
Responsible
Person (Authorized Agent)
/s/ XXXX
Xxxxx
October
28, 2010
18
