Exhibit 10.48
RENMINBI LOAN CONTRACT (Short Term)
Loan No.: 2003 Xxxx Xxx Dai Zi No.002
Borrower: Shandong Shengda Nanomaterials Co., Ltd
Enterprise Legal Person Business License No.: 3709001107491
Legal representative: Shan Chuanpo
Address: Mountain Tai Economic and Development Zone, Tai'an City
Financial institution of Deposit and Account No.:
Bank of China Tai'an Branch, 00000000000000
Contact Information: 0000-0000000
Lender: Bank of China Tai'an Branch
Legal representative or Person in Charge: Qin Ruiming
Address: Xx.00, Xxxxxxx Xxxxxx, Xxx'xx Xxxx
Contact Information:
The Borrower and Lender, after reaching an agreement through friendly
negotiation, hereby enter into this Contract pursuant to Borrower's application
to Lender for a short-term Renminbi loan.
Article 1. The Amount
The total loan amount under this loan: RMB ten million (10,000,000.00) yuan
exactly.
Article 2. Term of The Loan
The period of this loan is twelve months from the date of draw-down agreed by
both parties to the last date of repayment. If the time of draw-down agreed by
both parties is a specified period, the aforementioned "date of draw-down" is
the starting date of the period of draw-down.
Article 3. Purpose of the Loan
The Loan under this Contract shall be solely for buying raw materials. Without
getting written consent from the Lender, the Borrower shall not divert the funds
under this Contract to any other purpose.
Article 4. Interest Rate and Calculation of Interest
The annual interest rate of the Loan is: 7.965%. During the duration of the
contract, the interest rate agreed herein shall remain unchanged.
The interest shall be calculated from the actual date of draw-down and based on
the actual amount of draw-down and actual days of use. One year shall be
calculated as 360 days.
The Borrower shall pay the interests on a monthly basis, and the settlement date
is the 20th day of each month. If the payment for the last installment is not on
the settlement date, the Borrower shall pay off all due interest on the payment
for the last installment.
Article 5. Conditions for Draw-down
If the Borrower fails to satisfy the following conditions, the Lender has the
right to reject the draw-down application:
1. To send a written draw-down application and relevant certificate for the
purpose of the loan days in advance;
2. This Contract and the appendices have become officially effective;
3. The Guaranty stipulated in Article 9 of this Contract has become
effective;
4. The Borrower has opened an account according to the requirements of the
Lender for the use of draw-down, payment of interests, payment of expenses
and repayment.
5. The Borrower has provided the resolution and power of attorney of the
board of directors or other authorized department regarding the consent of
signing and performing this Contract;
6. The Borrower has provided the list and the signature samples of the
authorized persons who have been authorized to sign this Contract and
relevant documents and receipts;
7. The Borrower has been satisfied the warrants under Article 11 of this
contract;
8. Other requirements for the draw-down stipulated in relevant laws and
agreed by both parties have been satisfied.
Article 6 Draw-down Time
The Borrower shall make the draw-down in accordance with the _____ item of the
following:
(1) The Borrower shall make the draw-down at one go on the _____ day of
__________.
(2) The Borrower shall withdraw the entire loan amount within __ days starting
from the _____ day of __________ pursuant to the stipulations in this Contract.
If the Borrower fails to withdraw the entire loan amount before the above date,
the Lender has the right to reject to grant the loan. If the Lender agrees to
grant the loan, it has the right to charge obligation expenses for the delayed
amount on the daily basis of _____%; if the Lender rejects to grant the
remaining amount of the loan, it has the right to charge obligation expenses in
accordance with a percentage of _____.
Article 7: Procedures for Draw-down
The Borrower should submit a draw-down application as required by the Lender,
and go through other formalities for a draw-down.
Article 8: Repayment
The Borrower shall repay the loan under this Contract in strict accordance with
the following repayment plan:
The Repayment Date: January 9, 2004
The Payment Amount: RMB 10,000,000 yuan.
The Borrower shall submit a written application to Lender 7 days before each
loan term expires if readjustment of the above-mentioned repayment plan is
necessary. Except as otherwise provided, any change in the repayment plan needs
the written consent of both parties.
If there exist more than one due payment between the Borrower and the Lender
pursuant to the Contracts, the Lender has the right to determine the
implementation order of the contracts.
The Borrower can make advance repayment, but it shall inform the Lender
__7__days in advance. The Lender has the right to charge the Borrower a
compensation fee amounting to 0.5% of the receivable interest of the advance
repayment. The amount of advance repayment shall be used to repay the last
installment and repayment shall be in an inverted order. If the Lender agrees
with the advance repayment, the Borrower shall not request to withdraw for the
second time.
Article 9: Guaranty
Shandong Shengda Construction Co., Ltd (the "Guarantor") shall be the guarantor
for the loan under this Contract and take jointly liabilities, and the Guarantor
shall sign a Guaranty Contract in its own right, the number of the Guaranty
Contract is: 2003 Xxx Xxx Zi 002.
During the term of this contract, if the guarantor's financial status become
deteriorated or the liabilities for repayment of debts become weak, the Lender
shall have right to request the Borrower changes guarantor or provide mortgage
and pawn secured for this loan under this contract.
Article 10 Representations and Warranties
The Borrowers hereby represents as follows:
1. The Borrower is a company duly organized and validly existing under the
law of the People's Republic of China;
2. The Borrower has the power and authority to sign this Contract.
3. All documents, materials, reports and certificates provided to the Lender
by the Borrower for consummation of this Contract is true, real, compete
and effective
4. The Borrower shall not conceal the following events which is being
happened or have been happened which will prevent the Lender from
correctly judging the capability of performing this Contract of the
Borrower:
(1) The Borrower or the principal executives of the Borrower involve in
material events which breach regulations, laws or compensation to
others;
(2) The Borrower breached contract which is between the Borrower and
other creditors.
(3) The Borrower's debts or proposed debts or liens and other
encumbrances;
(4) Pending actions and arbitration;
(5) The other matters will impact the financial status or abilities of
repayment for the debts.
The Borrower hereby warrants as follows:
1. Providing update financial statement or financial bulletin every month;
Providing the audited financial report at the first quart of each year;
Providing operation report, financial report or other files and materials;
2. If the Borrower has signed or shall sign any anti-guaranty or other
similar documents with the Guarantor, the anti-guaranty or other similar
documents will not make any impact on the rights and benefits of the
Lenders set forth in this Contract;
3. Accepting the supervision of the Lender, provides assistance and
cooperation for the Lender's supervisions;
4. If the Borrower shall reduce the registration capital or there are changes
of shareholders and operation manner (including but not limited to joint
venture, cooperation, jointly cooperation; dissolution, closedown,
liquidation, transformation; merger; change to share company; trading of
operation right or own right by contracting, joint operation,
trusteeship), the Lender shall be informed in advance. If the
abovementioned activities shall have negative impact on the Borrower's
abilities of repaying the loan, the consent of the Lender has to be got.
5. The Borrower warrants that will not dispose of the assets which will make
adverse impact on its ability of paying debts. The Borrower shall inform
the Lender and warrants the liability under its security will not more
than times that of net assets of the Borrower when the Borrower guarantees
for other party or mortgage its assets.
6. The Borrower will not pay the other similar loans prior to the Lender;
7. The Borrower warrants informing the Lender immediately when the following
events occurred:
(1) The event of breach of contract under this Contract or any other
contract;
(2) Any changes happen to the Borrowers' relationship of administrative
subordination, top management, and the article of association and
substantial restructuring of its internal organizational structure;
(3) The Borrower suffers difficulties in operation and its financial
status deteriorates;
(4) The Borrower involves in material actions or arbitration;
(5) Any other event which has negative impact on its abilities of
repaying the loan.
8. The Borrower shall keep sufficient balance for repayment prior [one day]
to the due date.
9. The Borrower's settlement business under this Contract shall be conducted
at the Lender or other branches of Bank of China. The turn-over for the
capital shall satisfy the demand of the Lender;
10. When the after-tax net profit of a fiscal year is zero or negative, or the
after-tax profit is not sufficient to make up for the accumulated losses
of previous fiscal years, or the pre-tax profit is not used to repay the
principal, interest and expenses due before the end of the current fiscal
year, or the pre-tax profit is insufficient to pay off the next
installment of principal, interest and expenses, the Borrower shall not
give any dividend and bonus to its shareholders in any form.
Article 11: Events of Breach Contract and Settlement
If the Borrower fails to repay the loan and cannot reach an agreement with the
Lender regarding the extension, the Lender shall collect an overdue penalty for
[0.5/oo] of the overdue amount per day. If there is an adjustment of the
interest rate, the interest shall be calculated by basing on different rate in
different time period.
If the Borrower fails to repay the interest in full on time, the Lender has the
right to demand a compound interest for the overdue interest on a monthly or
quarterly basis and the interest rate set forth in this Contract shall be
applied. When the loan becomes overdue, the calculation of the compound interest
shall be charged at the overdue interest rate of 0.1/oo per day. If the
principal has been repaid on time and the interests become overdue, a compound
interest of the overdue interest shall be charged at the overdue interest rate.
If there is an adjustment of the interest rate, the interest shall be calculated
by basing on different rate in different time period.
If the Borrower fails to uses the loan in accordance with the provisions set
forth in this contract, the Lender shall have right to collect a penalty for the
misusing part at a rate of [0.5/oo] per day. If there is an adjustment of the
interest rate, the penalty shall be calculated by basing on different rate in
different time period.
In the event of any of the following circumstances, the Lender has the right to
refuse the Borrower's draw-town request or cancel the amount of the loan which
has not been withdrawn, and declare all the principal and interest of the loan
under this Contract due immediately:
(1) The Borrower fails to repay the principal or interest 10 days after
it is due;
(2) The Borrower's total overdue amount or total misused amount reaches
RMB 100,000 yuan.
(3) The Borrower's representations made in Article 10 are untrue or
breaks its warranties;
(4) The Borrower breached contract which is between the Borrower and
other creditors;
(5) The Guarantor, the mortgagor and the xxxxxxx breach the contract of
the Guaranty Contract, and the breach shall hamper the Borrower's
performing the obligations set forth in this Contract.
(6) The Borrower goes out of business or is dissolved, revoked, or goes
bankrupt;
(7) The financial status of the Borrower or the Guarantor seriously
deteriorates;
(8) When the estates under mortgage or in pledge devaluate, damaged,
become lost, are sealed up or frozen, the Borrower fails to provide
new guarantees in accordance with the requirements of the Lender.
Article 12: Deduction
The Borrower agrees that the Borrower's any payable amount pursuant to the
stipulations in this Contract can be directly deducted from the account opened
by the Borrower in the institutions of Bank of China by the Lender.
Article 13: Taxes and Expenses
All taxes and expenses relevant to the establishment, execution and dispute
settlement of this Contract, including but not limiting to stamp tax, interest
withholding tax, legal cost, execution fee, attorney's procuration and notarial
fee, shall be paid or reimbursed by the Borrower.
Article 14: Counteraction, Assignment and Reservation of the Debt and Credit
The Borrower shall pay the payable amount in full under this Contract, and shall
not maintain to counteract any amount, but an exception shall be made if the
Lender agrees.
The Borrower shall not assign its right and liability under this Contract to
other third party without any written approval of the Lender;
The Lender give any extension, toleration, favor to the Borrower or permit the
Borrower to delay of performance any obligation under this Contract shall not
impair any rights of the Lender in accordance with this Contract and laws,
regulation, it shall be deemed to have waived its rights under this Contract and
the obligation shall be performed by the Borrower under this contract.
Article 15: Amendment and Cancel
This contract could be amended, supplemented or canceled upon the written
agreements conclude by the parties. Any amendment and supplement shall be
integral party of this Contract.
If any provision contained in this Contract become invalid, the other part of
this Contract shall not be impaired by it.
Article 16: Applicable Law, Dispute Settlement and Judicial Jurisdiction
This Contract shall be governed by the relevant laws of the PRC.
Any disputes arising from the execution of, or in connection with this Contract
shall be settled through friendly negotiation between both parties hereto. In
case no settlement to disputes can be reached through friendly negotiation, the
disputes shall be submitted to the Arbitration Commission of Tai'an City for
arbitration.
Article 17: Appendices
The following appendices and other appendices jointly confirmed by both parties
shall be integral part of this contract, and shall have the same legal effect as
this Contract:
1.
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2.
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3.
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4.
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Article 18: Becoming Effective of This Contract
This Loan Contract shall become effective upon signature (or seal) by legal
representatives or authorized representatives of both parties and upon the
affixing of the official seals of both parties.
This contract is executed in quadruplicate and be equally authentic. The
Borrower and the Lender shall hold 2 copies each.
Article 19: Special Notes
The Borrower has fully negotiated with the Lender about all articles in this
Contract.
The Lender has requested the Borrower to pay special attention to all the
provisions concerning the rights and obligations of the two parties and to
understand them completely and correctly. The Lender has made corresponding
explanations for the abovementioned provisions at the request of the Borrower.
The parties to this Contract find in full accord with the other party about the
interpretation of the provisions in this Contract.
The Borrower: Shandong Shengda Nanomaterials Co., Ltd (seal)
Legal Representative (or Authorized Representative): /s/ Shan Chuanpo
Date: January 9, 2003
The Lender: Shandong Shengda Chemical Co., Ltd (seal)
Legal Representative (or Authorized Representative): /s/ Qin Ruiming
Date: January 9, 2003
