Current Capital Loan Contract 2
Contract
No. 003011028901
Current
Capital Loan Contract 2
Party
A:
Wanxing bio-pharmaceutical company
Party
B:
China industrial and commercial bank Pudong branch
Content
| 1. |
loan
classification
|
| 2. |
loan
intention
|
| 3. |
loan
amount and term
|
| 4. |
loan
interest
|
| 5. |
capital
source of loan return
|
| 6. |
surety
ship
|
| 7. |
both
parties’ rights and
responsibilities
|
| 8. |
contract
breach
|
| 9. |
contract
effectiveness, modification, revoking and
termination
|
| 10. |
dispute
settlement
|
| 11. |
others
|
| 12. |
supplementary
articles
|
In
accordance with the needs stated in Clause 2.1, Party A is applying loan from
Party B. Party B agreed to provide loan to Party A. in order to establish both
parties’ rights and liabilities, both parties agreed to sign this contract in
accordance with the regulations of <<contract law>>, <<general
loan regulation>> and other related by laws.
| 1.0 |
Loan
Classification
|
|
1.1
|
Loan
under this contract is current capital loan (midterm or short
term.
|
| 2.0 |
Loan
intention
|
| 2.1 |
The
loan under this contract is intended to be used for current
capital.
|
|
2.2
|
Without
written approval by Party B, Party A shall not change the intended
purpose
of using the loan
|
| 3.0 |
Loan
amount and term
|
| 3.1 |
The
total amount of loan is SIX Million RMB (RMB
6,000,000.00)
|
| 3.2 |
The
loan is in 12-months term, from Jan. 13 2004 to Jan. 13
2005.
|
| 3.3 |
Party
A shall withdraw the entire loan in one time in accordance with Clause
3.2. In case of special reasons, upon Party B’s written approval, withdraw
can be postponed or advanced for _ days. The withdraw date and payback
date shall be as of the actual date shown on the processing paper,
which
shall be deemed as part of the contract. Except the date, in case
there is
any discrepancy between the processing paper and the contract, the
contract shall govern.
|
| 4.0 |
Loan
Interest
|
| 4.1 |
The
monthly interest of the loan under this contact is defined as 4.64625‰
(for midterm current capital, interests will be defined once for
each
year)
|
| 4.2 |
In
case the loan interest rate adjusted by the People’s Bank of China and
adjustment applies to the loan under this Contract, Party B shall
apply
the adjusted interest rate with no need to inform Party
A.
|
| 5.0 |
Capital
Sources of Loan Return
|
| 5.1 |
sources
of the capitals used by Party A to return the loan include, but not
limited to, the following:
|
| 5.1.1 |
Sales
income
|
| 5.1.2 |
Other
legal income other than 5.1.1
|
| 5.2 |
No
matter what contracts Party is obligated to have any clauses regarding
Party A’s payback capital sources, all the clauses cannot affect Party A’s
liabilities to payback the loan. Under no circumstance, Party A can
reject
the liability to payback the loan with citing Clause
8.1
|
| 5.3 |
Party
A shall pay back the total interest as per the Contract, and shall
return
the principle on time.
|
| 5.4 |
Party
A shall deposit enough capitals in the banking account before the
due
date, and authorize Party B to transfer from Party A’s bank
account.
|
| 6.0 |
Suretyship
|
| 6.1 |
The
suretyship type: guarantee mortgage.
|
| 6.2 |
Party
A has liability to help Party B in signing surety contract (No.
29041100017101 and 29041100017102) with the surety
party.
|
| 6.3 |
in
case the surety is changed which may against the credit right of
Party B,
upon Party B’s notice, Party A shall provide other surety to Party B’s
satisfaction.
|
| 7.0 |
Both
parties’ rights and
liabilities
|
| 7.1 |
Party
A’s rights and responsibilities:
|
| 7.1.1 |
Withdraw
and use the loan in accordance with the contract
regulations
|
| 7.1.2 |
shall
not payback the loan in prior to the due date without written approval
from Party B.
|
| 7.1.3 |
shall
be liable for the authenticity, accuracy and completeness of the
materials
provided during the process of loan application.
|
| 7.1.4 |
Accept
Party B’s investigation and audit regarding the use of the
loan
|
| 7.1.5 |
Cooperate
with Party B for his investigation and audit regarding the production,
operation, project construction and financial conditions. Party A
has the
liability to provide related income statement and balance sheet to
Party
B.
|
| 7.1.5 |
Support
Party B’s involvement in project budgeting and actual cost auditing,
project bidding and final project acceptance.
|
| 7.1.6 |
Return
the loan including principles and interests.
|
| 7.1.7 |
bear
all the related cost under this contract, including, but not limited
to,
notarization, appraise, evaluation, registration and
others.
|
| 7.1.8 |
For
all the payment inquiry letters issued by Party B, Party A shall
return
the receipts in three days.
|
| 7.1.9 |
in
case Party A lease out its production, modify stock option, in alliance
with other companies, merging, buy other companies, establish joint
venture with other companies, company separation, reduce capital,
change
stock right, transfer big amount of capital and asset, or other changes
which could affect Party B’s rights and interests, Party A shall inform
Party B 30 days in advance and get his written approval. Otherwise,
the
above actions are prohibited before returning the loan and interests.
|
| 7.1.10 |
in
case of changes of location, contact address, business scope, legal
representative and other registration information, Party A shall
inform
Party B in written format in 7 days of the
change.
|
| 7.1.11 |
in
case of any events which may affect the normal operation or cause
negative
impact on Party A’s liabilities in returning the loan, includes but not
limited to involvement of major financial entanglement, liquidation,
financial conditions deterioration and others, Party A shall inform
Party
B immediately in written.
|
| 7.1.12 |
in
case Party A goes out of business, company is dismissed, production
is
stopped, production permit is revoked or canceled, Party A shall
inform
Party B in written in 5 days of the event happened, and guarantee
to
return the loan and interests
immediately.
|
| 7.1.13 |
Party
A shall be responsible for the attorney cost in case Party B use
legal
steps to realize the credit rights.
|
| 7.1.14 |
Party
A shall indicate to Party B the relationship with related parties
and
transactions with related parties in a timely, comprehensive and
accurate
manner. In accordance with << enterprise accounting principles and
regulations- indicate relationship with related parties and transactions
with related parties>>, the related parties
are:
|
| 7.1.14.1 |
Other
enterprises directly or indirectly controlled by Party A, or enterprises
that directly or indirectly controls Party A, or other enterprises
with
whom Party A are controlled by others.
|
| 7.1.14.2 |
Joint
ventures of Party A
|
| 7.1.14.3 |
Affiliated
company of Party A
|
| 7.1.14.4 |
Major
investors, key managers or their family members of Party
A
|
| 7.1.14.5 |
Other
companies that are control by Party A’s major investors, key managers or
their family members.
|
| 7.2 |
Party
B’s rights and liabilities
|
| 7.2.1 |
Require
Party A to provide all the related
information
|
| 7.2.2 |
In
accordance with the Contract or bylaws, transfer the due loan principle,
interests, compound interest, interest penalty and all other cost
from
Party A’s banking account
|
| 7.2.3 |
In
case Party A is escaping from Party B’s auditing, delay in paying back the
loan and interests or other major actions that breach the contract,
Party
B has the rights to implement credit punishment, and report to related
government authorities or other enterprises, and require Party A
to return
the loan through the means of public
media.
|
| 7.2.4 |
Release
the loan on time and in full amount in accordance with the contract
clause, except delayed by Party A.
|
| 7.2.5 |
Maintain
all the information regarding debt conditions, financial conditions,
production and operations in confidential, except permitted by the
contract or bylaws.
|
| 8.0 |
In
breach of Contract
|
| 8.1 |
after
the contract in effect, both parties shall be obligated by the Contract.
Any party who failed in fulfilling his liabilities either entirely
or
partially shall take responsibility of the breach in accordance with
the
bylaws.
|
| 8.2 |
in
case Party A delayed in withdraw the loan from Party B as per Clause
3.3,
Party B has the rights to charge the postponed withdraw penalty using
contract defined interested rate on a daily basis and
|
| 8.3 |
in
case Party B failed in issuing the loan as per Clause 7.1, he should
be
charged penalty using the contract defined interest rate on a daily
basis
|
| 8.4 |
without
written approval from Party B, in case Party return the loan in prior
to
the due date, Party B still has the rights to charge the full interest
in
accordance with the loan term and interest rate stated in the
contract.
|
| 8.5 |
in
case Party A failed in returning the loan and interests as per the
contract, Party B has the rights to request Party A to return the
loan and
interests within specified periods, has the rights to transfer the
capital
from Party A’s bank account in Party B’s branch, and has the right to
charge interest of the due amount of principle as per a rate of 0.0216825%
on a daily basis, interest on a compound basis.
|
| 8.6 |
in
case Party A use the loan on the project differ from the intended,
Party B
has the right to cancel the loan, and has the right to take back
the loan,
entirely or partially, in prior to the due date, or even terminate
the
contract. Party B also has the right to charge interest on the misused
principle as per a rate of 0.0216825% on a daily basis, interest
on a
compound basis.
|
| 8.7 |
in
case of 8.5 and 8.6 occur simultaneously, Party B shall choose the
one
that has severer penalty, but cannot apply
both.
|
| 8.8 |
in
case of one of following his action, Party A shall, within 7 days
upon
receipt of the written notice from Party B, provide remediation plan
to
Party B’s satisfaction. Otherwise, Party B has the right to stop or cancel
the remaining loan, has the right to request a return the loan, entirely
or partially, in prior to the due date. For the loan which cannot
be
returned, a late penalty will be charged on the late return interest
rate
and on a daily basis.
|
| 8.8.1 |
provide
balance sheet, income statement and other financial materials with
fake
information or hide important
information.
|
| 8.8.2 |
not
cooperate or reject Party B’s auditing regarding the use of the loan,
operation and financial conditions.
|
| 8.8.3 |
Without
Party B’s approval, transfer or disposal, or threatening to transfer or
disposal his major asset or capitals.
|
| 8.8.4 |
Major
part or entire of his asset was possessed by other creditors, or
taken
over by the assignee or the kind, or his asset was seized or frozen
which
may bring loss to Party B.
|
| 8.8.5 |
without
Party B’s approval, Party A lease out its production, modify stock option,
in alliance with other companies, merging, buy other companies, establish
joint venture with other companies, company separation, reduce capital,
change stock right, transfer big amount of capital and asset, or
other
changes which could affect Party B’s rights and interests or endanger
Party B’s creditor’s right.
|
| 8.8.6 |
Changes
to location, contact address, business scope, legal representative
and
other registration information or executing major investment to external
project which may affect or threaten Party B’s credits.
|
| 8.8.7 |
Involvement
of major financial entanglement or financial conditions deteriorated
which
may impact or threaten Party B’s credits
|
| 8.8.8 |
in
case Party A doesn’t perform his obligation in exposing information or one
of the following happens to Party A and its related parties, which
may
affect negatively Party A’s performing his
obligations:
|
| 8.8.8.1 |
Financial
conditions deterioration of Party A’s related
parties
|
| 8.8.8.2 |
legal
or punitive actions have been applied to Party A or its related parties
by
legislature, revenue authorities, business administration authorities
or
other authorities.
|
| 8.8.8.3 |
relationship
changed between Party A and its related
parties.
|
| 8.8.8.4 |
Party
A’s related parties are involved or possibly involved in major business
entanglement, litigation or
arbitrations.
|
| 8.8.8.5 |
Party
A’s major investor or key managers are involved in criminal
lawsuits.
|
| 8.8.8.6 |
others
that may cause negative impact to Party A.
|
| 8.8.9 |
any
others that may threaten or cause serious damage to Party B’s realization
of its credit rights.
|
| 9.0 |
contract
effectiveness, modification, revoking and
termination
|
| 9.1 |
this
Contract will take effect after both parties; signatures and stamps.
In
case of suretyship exists, contract will take effect from the
effectiveness of the suretyship contract. Contract will be terminated
until the entire loan, interest, compound interest, interest penalty,
breach fine and other cost was finally
paid.
|
| 9,2 |
in
case of the followings, Party B has the right to revoke the contract,
and
require Party A to return the loan and interest in prior to the due
date
and compensate for the damage:
|
| 9.2.1 |
Party
A goes out of business, company is dismissed, production is stopped,
production permit is revoked or
canceled;
|
| 9.2.2 |
Changes
to the surety which may bring negative impact to the Party B creditor’s
right, and Party A failed in providing other surety as required by
Party
B;
|
| 9.2.3 |
Other
severer breaching actions
|
| 9.3 |
in
case Party A wishes to defer the loan due date, he shall submit a
written
application together with surety’s agreement to prolong the suretyship
term in 30 days prior to the due date. After Party B’s investigation, and
deferred term agreement signed, then the load could be deferred.
The
original Contract still in effect before signing the defer agreement.
|
| 9.4 |
after
effectiveness of the contract, except as stated in the contract,
either
party cannot make bold to modify or revoke the contract. If such
a need
really exists, a written agreement shall be reached upon negotiation.
The
original contract is still in effect before such agreement
reached.
|
| 10.0 |
dispute
settlement
|
| 10.1 |
in
case of dispute arising from executing the contract, negotiation
shall be
performed to settle the dispute. If agreement cannot be reached through
negotiation, dispute shall be settled in accordance with Clause
10.1.2
|
| 10.1.1 |
BLANK
|
| 10.1.2 |
through
legislation by the Party B’s local
court.
|
| 11.0 |
Others
|
| 11.1 |
the
penalty interest for the overdue loan will be applied as per the
following:
|
Additional
40% will be added to the contract-defined interest rate base on the total loan
amount on the day before the due date. Daily date is based on 360 days per
year
and 30 days per month.
In
case
the loan has been used other than intended, penalty interest rate will be
additional 70% added to the contract-defined interest rate base on the total
amount of loan that has been used for other purpose. Daily date is based on
360
days per year and 30 days per month. If interest rates have been adjusted,
penalty interest shall be calculated for each term.
In
case
the penalty rate is left BLANK, it doesn’t mean penalty interest is not
applicable, but contract-defined rate shall be applied. If any other clauses
in
this contract do not accord with this clause, then this clause governs.
| 12.0 |
Supplementary
Articles
|
| 12.1 |
this
supplementary articles are part of the contract, and have the same
legal
effect.
|
| 12.2 |
in
case of the withdraw date or return date is not workday, then it
shall be
deferred to the next following workday.
|
| 12.3 |
the
contract is in five
copies.
Party A holds one copy and Party B holds four copies. All the copies
have
the same legal effect.
|
Party
A: Shanghai Wanxing Bio-Pharmaceutical Co., Ltd. (stamp)
Legal
representative: (signature)
Party
B: Industrial and Commercial Bank of China, Pudong Branch
(stamp)
Legal
representative: (signature)
Jan.
14,
2003
Jan.
14,
2004
Contract
No. 2904110001710?
SURETYSHIP
CONTRACT
Surety
(Party A): Shanghai
Xinguang Enterprise Development Co., Ltd.
Address:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇.▇.▇▇▇▇▇
Legal
representative: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Creditor(Party
B): Industrial
and Commercial Bank of China, Pudong Branch
Address:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇. ▇. China
Legal
representative (manager): ▇▇ ▇▇▇▇▇▇
Content
Article
1. Party A’s representations and warranties
Article
2. type and amount of the credit
Article
3. time limit for the debtor to perform the obligation
Article
4. mode of the surety
Article
5. the scope of the suretyship guaranty
Article
6. the term of the suretyship
Article
7. Party A’s rights and liabilities
Article
8. Party B’s rights and liabilities
Article
9. Liabilities when fails in performing the obligation
Article
10. contract’s effectiveness, modification, revoking and
termination
Article
11. dispute settlement
Article
12. others
Article
13. supplementary articles.
In
the
efforts to guarantee that the debtor perform his obligation under loan contact
sign on Jan. 14, 2004 and Jan. 14, 2005(contract No. 29041100017, hereinafter
as
main contract) between Shanghai Wanxing Bio-Pharmaceutical Co., Ltd and Party
B
of this contract , Party A agrees to act as surety. in order to establish both
parties’ rights and liabilities, both parties agreed to enter this contract in
accordance with the regulations of <<contract law>>, <<general
loan regulation>> and other related bylaws.
Article
1. Party A’s representations and warranties
| 1.1 |
in
accordance with laws of P. R. China, Party A has the qualification
to act
as surety.
|
| 1.2 |
Party
A has the enough financial capability to act as surety. Liabilities
of
surety shall not be changed by any change of financial conditions
or other
orders, and shall not be reduced or relieved no matter any others
agreements signs by the surety with other
parties.
|
| 1.3 |
Party
A is in full knowledge of the debtor’s intention of the loan, and wish to
act as the surety voluntarily. All the contents under this contract
are
his true will.
|
| 1.4 |
In
case the debtor fails in performing his obligation to return the
loan and
interest on time, Party B has the right to seek money from Party
A. Party
A shall authorize Party B to transfer money directly from Party A’s bank
account in Party B’s branch.
|
Article
2. type and amount of the credit
| 2.1 |
the
credit under the suretyship contract is in amount of RMB 6.0 million,
which Party B released to the debtor under the Main Contract.
|
Article
3. time limit for the debtor to perform the obligation
| 3.1 |
The
term of the Main Contract is for duration of 12 moths, from Jan.
13, 2004
to Jan. 13, 2005.
|
Article
4. mode of the surety
| 4.1 |
the
mode of this suretyship contract is joint and several liabilities.
|
Article
5. the scope of the suretyship guaranty
| 5.1 |
scope
of the suretyship guaranty includes the loan principle, interest,
compounded interest, penalty interest, breach penalty, compensation,
cost
to claim the credit right and other
cost.
|
Article
6. the term of the surety ship
| 6.1 |
the
term of the suretyship is for two years from the following day of
the due
date of the Main Contract.
|
| 6.2 |
in
case the loan under the Main Contract is in several batches, the
term of
the suretyship shall be starting from the following day of each due
date
of each batch.
|
| 6.3 |
in
case Party B wishes to request a earlier return of the loan in accordance
with related clauses in the Main Contract, the term of the suretyship
shall be from the following day of noticed date Party B issued to
debtor
for returning the loans.
|
Article
7. Party A’s rights and liabilities
| 7.1 |
provide
materials as requested by Party B, and guarantee the material provided
is
accurate and legal.
|
| 7.2 |
Party
B shall mail the receipt in three days after receiving loan return
request
or other request from Party B.
|
| 7.3 |
in
case of the followings happened to Party A, Party B shall be
informed:
|
| 7.3.1 |
operation
system change, such as lease out its production, modify stock option,
in
alliance with other companies, merging, buy other companies, company
separation, establish joint venture with foreign companies and
others
|
| 7.3.2 |
changes
of scope of business and registered capital, and change of stock
right
|
| 7.3.3 |
financial
conditions deterioration or involvement of major financial
entanglement
|
| 7.3.4 |
goes
out of business, company is dismissed, production is stopped, production
permit is revoked or canceled
|
| 7.3.5 |
changes
of location, contact address, or legal
representative.
|
| 7.4 |
Party
A shall inform Party B in 30 days advance in case of the change of
Clause
7.3.1 or 7.3.2, for changes of others, in 5 days
advance.
|
| 7.5 |
an
approval from Party A shall not be necessary in case Party B wishes
to
modify the main contract with the debtor, except modification is
about
term extension or increase the amount of loan. Party A shall still
be
obligated for the joint and several
liabilities.
|
| 7.6 |
in
case Party A transfers the credit to a third party, Party A shall
still be
obligated for the joint and several
liabilities
|
| 7.7 |
while
the contract is in effect, any type of suretyship provided by Party
A to
other parties shall not against Party B’s interest.
|
| 7.8 |
while
the contract is in effect, Party A shall guarantee perform all the
obligation of this contract even in case of any separation, merging,
stock
option modifications or other
events.
|
| 7.9 |
Party
A shall indicate to Party B the relationship with related parties
and
transactions with related parties in a timely, comprehensive and
accurate
manner. in case Party A doesn’t perform his obligation in exposing
information or one of the following happens to Party A and its related
parties, which may affect negatively Party A’s performing his
obligations:
|
| 7.9.1 |
Financial
conditions deterioration of Party A’s related
parties
|
| 7.9.2 |
legal
or punitive actions have been applied to Party A or its related parties
by
legislature, revenue authorities, business administration authorities
or
other authorities.
|
| 7.9.3 |
relationship
changed between Party A and its related
parties.
|
| 7.9.4 |
Party
A’s related parties are involved or possibly involved in major business
entanglement, litigation or arbitrations.
|
| 7.9.5 |
Party
A’s major investor or key managers are involved in criminal
lawsuits.
|
| 7.9.6 |
others
that may cause negative impact to Party A.
|
In
accordance with << enterprise accounting principles and regulations-
indicate relationship with related parties and transactions with related
parties>>, the related parties are:
| (1). |
Other
enterprises directly or indirectly controlled by Party A, or enterprises
that directly or indirectly controls Party A, or other enterprises
with
whom Party A are controlled by
others.
|
| (2). |
Joint
ventures of Party A
|
| (3) |
Affiliated
company of Party A
|
| (4) |
Major
investors, key managers or their family members of Party
A
|
| (5) |
Other
companies that are control by Party A’s major investors, key managers or
their family members.
|
| 7.10 |
Party
A will no longer be obligated to the suretyship after the debtor
returned
the entire due loan and interests.
|
Article
8. Party B’s rights and liabilities
| 8.1 |
Party
B has the rights to require Party A to provide documents which can
prove
his legal status.
|
| 8.2 |
Party
B has the rights to require Party A to provide financial statement
that
can reflect his credit status and other
information
|
| 8.3 |
in
case the debtor has not return the debt, entirely or partially, to
the
Party B after the due time, Party B has the rights to require Party
A to
perform his suretyship obligation as per the
contract.
|
| 8.4 |
in
case of the following events, with the means of written notice, Party
B
has the rights to require Party A to perform his suretyship obligation
at
an earlier date. Party A shall perform his suretyship obligation
within 10
days after receiving the written notice:
|
| 8.4.1 |
Party
B revokes the Main Contract as per the related clauses in the
contract
|
| 8.4.2 |
Party
B wishes to require an earlier return of the loan as per related
clauses
in the contract
|
| 8.5 |
while
the contract is in effect, Party B shall inform Party A on time in
case he
transfers the credit right to a third party as per the related clauses
in
the contract.
|
Article
9. Liabilities when fails in performing the obligation
| 9.1 |
in
case a false representation and warranty is given in Article 1, Party
A
shall compensate Party B if there is a
loss.
|
| 9.2 |
after
the contract enters into effect, both parties shall perform his obligation
with diligence. Either party failed in performing the obligation,
either
partially or entirely, shall take the liability of breaching the
contract,
and compensate the other party if there is a loss to the other
party.
|
| 9.3 |
in
case the contract is of no effect due to Party A’s fault, Party A shall
compensate Party B’s loss within the scope of the
suretyship.
|
Article
10. contract’s effectiveness, modification, revoking and
termination
| 10.1 |
The
contract shall enter into effect after the signatures by both parties.
Only with the debtor returns the entire loan principle, interest,
compounded interest, penalty interest, breach penalty, compensation,
cost
to claim the credit right and other cost, the contract will be
expired.
|
| 10.2 |
this
contract is independent to the Main Contract, and shall stay valid
in case
of no effect of the Main Contract. In case of the Main Contract is
of no
effect, Party A shall still perform his obligation.
|
| 10.3 |
after
effectiveness of the contract, except as stated in the contract,
either
party cannot make bold to modify or revoke the contract. If such
a need
really exists, a written agreement shall be reached upon negotiation.
The
original contract is still in effect before such agreement
reached.
|
Article
11. dispute settlement
| 13.1 |
in
case of dispute arising from executing the contract, negotiation
shall be
performed to settle the dispute. If agreement cannot be reached through
negotiation, dispute shall be settled in accordance with Clause
13.1.2
|
| 13.1.1 |
BLANK
|
| 13.1.2 |
through
legislation by the Party B’s local
court.
|
Article
12. others
BLANK
Article
13. supplementary articles.
the
contract is in Four
copies.
Party A holds one copy and Party B holds three copies. All the copies have
the
same legal effect.
Party
A: Shanghai Xinguang Enterprise Development Co., Ltd.
(stamp)
Legal
representative: (signature)
Party
B: Industrial and Commercial Bank of China, Pudong Branch
(stamp)
Legal
representative: (signature)
Jan.
14,
2003
Jan.
14,
2004
Contract
No. 29041100017102
SURETYSHIP
CONTRACT
Surety
(Party A): Beijing
Guoan Electric Co.
Address:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇.▇.▇▇▇▇▇
Legal
representative: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Creditor(Party
B): Industrial
and Commercial Bank of China, Pudong Branch
Address:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇. ▇. China
Legal
representative (manager): ▇▇ ▇▇▇▇▇▇
Content
Article
1. Party A’s representations and warranties
Article
2. type and amount of the credit
Article
3. time limit for the debtor to perform the obligation
Article
4. mode of the surety
Article
5. the scope of the suretyship guaranty
Article
6. the term of the suretyship
Article
7. Party A’s rights and liabilities
Article
8. Party B’s rights and liabilities
Article
9. Liabilities when fails in performing the obligation
Article
10. contract’s effectiveness, modification, revoking and
termination
Article
11. dispute settlement
Article
12. others
Article
13. supplementary articles.
In
the
efforts to guarantee that the debtor perform his obligation under loan contact
sign on Jan. 14, 2004 and Jan. 14, 2005(contract No. 29041100017, hereinafter
as
main contract) between Shanghai Wanxing Bio-Pharmaceutical Co., Ltd and Party
B
of this contract , Party A agrees to act as surety. in order to establish both
parties’ rights and liabilities, both parties agreed to enter this contract in
accordance with the regulations of <<contract law>>, <<general
loan regulation>> and other related bylaws.
Article
1. Party A’s representations and warranties
| 1.5 |
in
accordance with laws of P. R. China, Party A has the qualification
to act
as surety.
|
| 1.6 |
Party
A has the enough financial capability to act as surety. Liabilities
of
surety shall not be changed by any change of financial conditions
or other
orders, and shall not be reduced or relieved no matter any others
agreements signs by the surety with other
parties.
|
| 1.7 |
Party
A is in full knowledge of the debtor’s intention of the loan, and wish to
act as the surety voluntarily. All the contents under this contract
are
his true will.
|
| 1.8 |
In
case the debtor fails in performing his obligation to return the
loan and
interest on time, Party B has the right to seek money from Party
A. Party
A shall authorize Party B to transfer money directly from Party A’s bank
account in Party B’s branch.
|
Article
2. type and amount of the credit
| 2.1 |
the
credit under the suretyship contract is in amount of RMB 6.0 million,
which Party B released to the debtor under the Main Contract.
|
Article
3. time limit for the debtor to perform the obligation
| 3.1 |
The
term of the Main Contract is for duration of 12 moths, from Jan.
13, 2004
to Jan. 13, 2005.
|
Article
4. mode of the surety
| 4.1 |
the
mode of this suretyship contract is joint and several liabilities.
|
Article
5. the scope of the suretyship guaranty
| 5.1 |
scope
of the suretyship guaranty includes the loan principle, interest,
compounded interest, penalty interest, breach penalty, compensation,
cost
to claim the credit right and other
cost.
|
Article
6. the term of the surety ship
| 6.1 |
the
term of the suretyship is for two years from the following day of
the due
date of the Main Contract.
|
| 6.2 |
in
case the loan under the Main Contract is in several batches, the
term of
the suretyship shall be starting from the following day of each due
date
of each batch.
|
| 6.3 |
in
case Party B wishes to request a earlier return of the loan in accordance
with related clauses in the Main Contract, the term of the suretyship
shall be from the following day of noticed date Party B issued to
debtor
for returning the loans.
|
Article
7. Party A’s rights and liabilities
| 7.1 |
provide
materials as requested by Party B, and guarantee the material provided
is
accurate and legal.
|
| 7.2 |
Party
B shall mail the receipt in three days after receiving loan return
request
or other request from Party B.
|
| 7.3 |
in
case of the followings happened to Party A, Party B shall be
informed:
|
| 7.3.1 |
operation
system change, such as lease out its production, modify stock option,
in
alliance with other companies, merging, buy other companies, company
separation, establish joint venture with foreign companies and
others
|
| 7.3.2 |
changes
of scope of business and registered capital, and change of stock
right
|
| 7.3.3 |
financial
conditions deterioration or involvement of major financial
entanglement
|
| 7.3.4 |
goes
out of business, company is dismissed, production is stopped, production
permit is revoked or canceled
|
| 7.3.5 |
changes
of location, contact address, or legal
representative.
|
| 7.4 |
Party
A shall inform Party B in 30 days advance in case of the change of
Clause
7.3.1 or 7.3.2, for changes of others, in 5 days
advance.
|
| 7.5 |
an
approval from Party A shall not be necessary in case Party B wishes
to
modify the main contract with the debtor, except modification is
about
term extension or increase the amount of loan. Party A shall still
be
obligated for the joint and several
liabilities.
|
| 7.6 |
in
case Party A transfers the credit to a third party, Party A shall
still be
obligated for the joint and several
liabilities
|
| 7.7 |
while
the contract is in effect, any type of suretyship provided by Party
A to
other parties shall not against Party B’s interest.
|
| 7.8 |
while
the contract is in effect, Party A shall guarantee perform all the
obligation of this contract even in case of any separation, merging,
stock
option modifications or other
events.
|
| 7.9 |
Party
A shall indicate to Party B the relationship with related parties
and
transactions with related parties in a timely, comprehensive and
accurate
manner. in case Party A doesn’t perform his obligation in exposing
information or one of the following happens to Party A and its related
parties, which may affect negatively Party A’s performing his
obligations:
|
| 7.9.1 |
Financial
conditions deterioration of Party A’s related
parties
|
| 7.9.2 |
legal
or punitive actions have been applied to Party A or its related parties
by
legislature, revenue authorities, business administration authorities
or
other authorities.
|
| 7.9.3 |
relationship
changed between Party A and its related
parties.
|
| 7.9.4 |
Party
A’s related parties are involved or possibly involved in major business
entanglement, litigation or arbitrations.
|
| 7.9.5 |
Party
A’s major investor or key managers are involved in criminal
lawsuits.
|
| 7.9.6 |
others
that may cause negative impact to Party A.
|
In
accordance with << enterprise accounting principles and regulations-
indicate relationship with related parties and transactions with related
parties>>, the related parties are:
| (1). |
Other
enterprises directly or indirectly controlled by Party A, or enterprises
that directly or indirectly controls Party A, or other enterprises
with
whom Party A are controlled by
others.
|
| (2). |
Joint
ventures of Party A
|
| (3) |
Affiliated
company of Party A
|
| (4) |
Major
investors, key managers or their family members of Party
A
|
| (5) |
Other
companies that are control by Party A’s major investors, key managers or
their family members.
|
| 7.10 |
Party
A will no longer be obligated to the suretyship after the debtor
returned
the entire due loan and interests.
|
Article
8. Party B’s rights and liabilities
| 8.1 |
Party
B has the rights to require Party A to provide documents which can
prove
his legal status.
|
| 8.2 |
Party
B has the rights to require Party A to provide financial statement
that
can reflect his credit status and other
information
|
| 8.3 |
in
case the debtor has not return the debt, entirely or partially, to
the
Party B after the due time, Party B has the rights to require Party
A to
perform his suretyship obligation as per the
contract.
|
| 8.4 |
in
case of the following events, with the means of written notice, Party
B
has the rights to require Party A to perform his suretyship obligation
at
an earlier date. Party A shall perform his suretyship obligation
within 10
days after receiving the written notice:
|
| 8.4.1 |
Party
B revokes the Main Contract as per the related clauses in the
contract
|
| 8.4.2 |
Party
B wishes to require an earlier return of the loan as per related
clauses
in the contract
|
| 8.5 |
while
the contract is in effect, Party B shall inform Party A on time in
case he
transfers the credit right to a third party as per the related clauses
in
the contract.
|
Article
9. Liabilities when fails in performing the obligation
| 9.1 |
in
case a false representation and warranty is given in Article 1, Party
A
shall compensate Party B if there is a
loss.
|
| 9.2 |
after
the contract enters into effect, both parties shall perform his obligation
with diligence. Either party failed in performing the obligation,
either
partially or entirely, shall take the liability of breaching the
contract,
and compensate the other party if there is a loss to the other
party.
|
| 9.3 |
in
case the contract is of no effect due to Party A’s fault, Party A shall
compensate Party B’s loss within the scope of the
suretyship.
|
Article
10. contract’s effectiveness, modification, revoking and
termination
| 10.1 |
The
contract shall enter into effect after the signatures by both parties.
Only with the debtor returns the entire loan principle, interest,
compounded interest, penalty interest, breach penalty, compensation,
cost
to claim the credit right and other cost, the contract will be
expired.
|
| 10.2 |
this
contract is independent to the Main Contract, and shall stay valid
in case
of no effect of the Main Contract. In case of the Main Contract is
of no
effect, Party A shall still perform his obligation.
|
| 10.3 |
after
effectiveness of the contract, except as stated in the contract,
either
party cannot make bold to modify or revoke the contract. If such
a need
really exists, a written agreement shall be reached upon negotiation.
The
original contract is still in effect before such agreement
reached.
|
Article
11. dispute settlement
| 13.1 |
in
case of dispute arising from executing the contract, negotiation
shall be
performed to settle the dispute. If agreement cannot be reached through
negotiation, dispute shall be settled in accordance with Clause
13.1.2
|
| 13.1.1 |
BLANK
|
| 13.1.2 |
through
legislation by the Party B’s local
court.
|
Article
12. others
BLANK
Article
13. supplementary articles.
the
contract is in Four
copies.
Party A holds one copy and Party B holds three copies. All the copies have
the
same legal effect.
Party
A: Beijing Guoan Electric Co. (stamp)
Legal
representative: (signature)
Party
B: Industrial and Commercial Bank of China, Pudong Branch
(stamp)
Legal
representative: (signature)
Jan.
14,
2003
Jan.
14,
2004