Renminbi Loan Contract (Short-Term) No.: [_______________]
EXHIBIT
10.11
Renminbi
Loan Contract (Short-Term)
No.:
[_______________]
Borrower:
Shandong
Caopu Arts & Crafts Co., Ltd.
Business
License: 371700400000825
Legal
Representative/Principal: Li
Jinliang
Address:
2888
Qinghe Rd., Qinghe Office, Cao County, Shandong Province
Zip
Code: 274417
A/C
No.:
408055022418091001 with Bank of
China Limited Cao County Sub-branch
Tel:
0000-0000000
Fax: 0000-0000000
Lender:
Bank of
China Limited Cao County Sub-branch
Legal
Representative/Principal: Xxx
Xxxxxxx
Address:
0000 X.
Xxxxxxx, Xxxxxx Xx., Xxx Xxxxxx
Zip Code:
274400
Tel: 0000-0000000 Fax: 0000-0000000
This
Renminbi Loan Contract witnesses that the Borrower and the Lender, through
friendly negotiation, hereby enter into agreement that the Lender grants
short-term Renminbi loan to the Borrower.
Article
I Amount of Loan
Amount of
Loan: Say Total
RMB [_________];
RMB [_______].
Article
II Term of Loan
Term of
Loan: [ ]
months, from actual date of drawdown; or the actual date of the first drawdown
in case of installments;
The
Borrower shall comply strictly with the time of drawdown. In the event that the
actual date of drawdown is later than the agreed date of drawdown, the Borrower
shall still make a repayment at the time as agreed in this
Contract.
Article
III Purpose of Loan
Purpose
of Loan: [_________]
Without
written consent of the Lender, the Borrower shall not divert the funds under
this Contract to any other purpose or the aforesaid purpose, including but not
limited to investment in stock and other securities, items prohibited by any
laws, regulations, rules or national policies, or items unapproved by laws, and
items or purposes banning from bank loans.
Article
IV Loan Rate, Computation and Accrual of Interest
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1.
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Loan
Rate
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The fixed
annual interest rate of the said loan is [_ ]%.
The interest rate agreed herein shall remain unchanged during the duration of
this Contract.
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2.
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Interest
Computation
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The
interest shall accrue from the actual date of drawdown and be based on the
actual amount of drawdown and actual days of use.
Computation
Formula: interest=principal×actual days×daily rate.
One year
shall be calculated as 360 days.
Computation
Formula: daily rate=annual percentage rate/360.
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3.
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Mode
of Settlement
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The
Borrower shall adopt [_ ] mode
for settlement:
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1)
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Quarterly
settlement: the 20th
day of the last month of each quarter shall be the date for settlement of
accrued interest, and the 21st
day as the date for repayment of accrued
interest.
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2)
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Monthly
settlement: the 20th
day of each month shall be the date for settlement of accrued interest,
and 21st
day as the date for repayment of accrued
interest.
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In the
event that repayment of the principal for the last installment is not on the
repayment date, the date for liquidating the last installment of principal shall
be the date for repayment, on which the Borrower shall pay up accrued
interest.
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4.
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Default
Interest
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1)
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In
the event that the Borrower fails to make the repayment as scheduled, the
past-due amount shall accrue interest at the default interest rate for
past-due loan from the due date until settlement of the principal and
interest.
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The
default interest rate for past-due loan shall add [_ ]% additionally
to the loan rate set forth in Paragraph 1 of this Article of this
Contract.
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2)
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In
the event that the Borrower fails to use the said loan for the purpose as
agreed in this Contract, the amount embezzled shall accrue interest at the
default interest rate for embezzlement of loan proceeds starting from the
date of embezzlement until settlement of the principal and
interest.
|
The
default interest rate for embezzlement of loan proceeds shall add [_ ]% additionally
to the loan rate set forth in Paragraph 1 of this Article of this
Contract.
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3)
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The
loan overdue and embezzled shall accrue interest at the default interest
rate for embezzlement of loan
proceeds.
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4)
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In
the event that the Borrower is unable to repay accrued interest on
schedule, the compound interest shall accrue, in the mode of settlement
set forth in Paragraph 3 of this Article of this Contract, at the loan
rate set forth in Paragraph 1 of this Article of this Contract during the
term of loan, or at the default interest rate set forth in this Paragraph
of this Article of this Contract following the loan is
overdue.
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5)
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In
the event of adjustment to the loan rate aforementioned herein, default
interest and compound interest shall accrue and be computed in stages from
the date of adjustment.
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Article
V Conditions for Drawdown
The
Borrower shall satisfy the conditions hereunder:
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1.
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This
Contract and its appendix have officially come into force;
and
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2.
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The
Borrower has provided guarantee on the request of the Lender, and the
Contract of Guarantee has come into force and gone through legal approval,
registration or procedures for the record;
and
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3.
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The
Lender has kept documents, certificates, seal, personnel roster and
specimen signature in relation to concluding and performing this Contract
in reserve at the Lender, and has filled in relevant vouchers;
and
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4.
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The
Borrower has already opened, on the request of the Lender, an account
required for fulfilling this Contract;
and
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5.
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The
Borrower has presented the Lender with a written application for drawdown
and relevant certification on purpose of loan on the date of drawdown, and
has gone through formalities for drawdown;
and
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6.
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The
Borrower has presented the Lender with Resolution and Power of Attorney of
the board of directors or other authorized department regarding the
consent of signing and performing this Contract;
and
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7.
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Other
requirements for drawdown stipulated in relevant laws and agreed by both
parties.
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In the
event that the aforementioned conditions could not be satisfied, the Lender is
entitled to reject the Borrower’s application for drawdown, except that the
Lender assents drawdown.
Article
XI Timing and Method of Drawdown
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1.
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The
Borrower shall drawdown the entire loan amount within [_ ]
days starting from the [_ ]th
day of [_ ].
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2.
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The
Borrower shall have the right to reject the Lender’s reapplication for
withdrawing the undrawdown amount in the event of exceeding aforesaid
timing.
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In the
event that the Lender assents drawdown, the Lender shall have the right to
charge commitment fee for the delayed drawdown amount at an annual
rate of [_ ]% on a quarterly basis; the Lender shall have the
right to charge commitment fee for the amount rejected by the Lender for
drawdown at an annual
rate of [_ ]% on a quarterly basis.
Article
VII Repayment
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1.
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Unless
otherwise specified, the Borrower shall pay off the said loan in full on
the due date.
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The
Borrower shall submit a written application to the Lender [_ ]
working days prior to the maturity of the corresponding loan for any change to
the aforementioned repayment plan. Such change shall be subject to mutual
confirmation in writing.
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2.
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Unless
otherwise specified, in the event that the Borrower defaults in payment of
both principal and interest at the same time, the Lender shall have the
right to decide on the sequence of repayment of either principal or
interest; under the circumstance of repayment in installments, in the
event of several loans due or past-due under this Contract, the Lender
shall have the right to decide on the sequence of repayment of which kind
of loan; in the event of loans due under several loan contracts between
the Borrower and the Lender, the Lender shall have the right to decide on
the sequence of repayment of which
loan.
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3.
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Unless
otherwise specified, the Borrower might make prepayment ahead of the
maturity on the condition that the Borrower notifies the Lender in writing
[_ ]
working days in advance. The prepayment shall be used for paying
off the final matured loan and other past-due loans in reverse
order.
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The
Lender shall have the right to accrue and charge compensation for prepaid amount
at a rate of [_ ].
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4.
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The
Borrower shall make repayment by the [_ ]
method hereunder.
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i)
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The
Borrower shall deposit fund in full into the account hereinbelow not later
than [_ ]
working day before the maturity of principal and interest of each
installment. The Lender shall have the right to take the initiative in
deducting such amount from the undermentioned account on the due date for
repayment of principal and interest of each
installment.
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Account
Name: [_
_____________ ]
Account
No.: [_
_______________ ].
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ii)
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Other
repayment methods agreed by both sides herein: [_ ].
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Article
VIII Security
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1.
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The
indebtedness under this Contract shall be secured as prescribed
hereinunder:
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This
Contract is the master contract of Contract of Guarantee, numbered [_
___________ ] reached between the Guarantor, [_
__________ ], and the Lender. The guarantor shall bear joint and several
liabilities.
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2.
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The
Lender shall be entitled to request the Borrower to and the Borrower shall
be liable to provide new security, replace the Guarantor or other measures
in order to guarantee liabilities under this Contract in the event that
the Borrower or the Guarantor herein encounters any one of occurrences
mentioned hereinafter: the Lender assuming any possibility that might
impair the Borrower’s solvency, or Contract of Guarantee becoming invalid,
rescinded or terminated, or the Borrower or the Guarantor suffering
financial deterioration or involving in major lawsuit or arbitration or
other reasons that might impair the Borrower’s solvency, or the
Guarantor’s default in Contract of Guarantee or other contracts with the
Lender, or depreciation/damage/loss/seizure to the collateral resulting in
depreciation or loss of collateral
value.
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Article
IX Representations and Warranties
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1.
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The
Borrower represents that:
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i)
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The
Borrower is a company duly organized and validly existing under the law of
the People’s Republic of China, and has full capacity for civil rights and
civil conduct to conclude and execute this Contract;
and
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ii)
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This
Contract is concluded and executed on the basis of the genuine intention
of the Borrower, and has acquired lawful and effective authorization in
accordance with requirements by its Articles of Association or other
internal administrative documents, and would not breach any agreement,
contract and other legal instrument that is binding on the Borrower; the
Borrower has gone through or would go through approval, permission, filing
or registration procedures required for conclusion and execution of this
Contract; and
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iii)
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All
documents, financial statements, vouchers and other materials provided by
the Borrower to the Lender are true, integrated, accurate, lawful and
effective; and
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iv)
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The
Borrower’s application for the said loan to the Lender shall base on true
and legitimate background of transaction and is not for the use of
illegitimate purposes, such as money laundering, etc.;
and
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v)
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The
Borrower does not conceal from the Lender any event that might impair the
financial condition or solvency of the Borrower or the Guarantor;
and
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vi)
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Other
matters the Borrower represents: [_ ].
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2.
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The
Borrower warrants that:
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i)
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On
the request of the Lender, the Borrower would submit, on schedule or on
time, financial statements (including but not limited to annual report,
quarterly report and monthly report) and other relevant materials;
and
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ii)
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The
Borrower has entered into or would enter into, with the Guarantor,
Counter-Guarantee Agreement or similar agreement in regard to the secured
obligations, which would not impair any right of the Lender under this
Contract; and
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iii)
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The
Borrower would accept credit check-up and monitoring conducted by the
Lender and grant sufficient assistance and cooperation;
and
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iv)
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In
the event of any one of undermentioned occurrences that might impair the
financial conditions or solvency of the Borrower or the Guarantor,
including but not limited to any form of changes to the mode of operation,
such as separation, merger, joint operation, joint
venture/cooperation/contractual operation with foreign investment,
reorganization, restructuring, planning for public trading, etc., or
decrease in registered capital, transfer of substantial assets and equity,
great debt burden, collateral for a new great debt, seizure of the
collateral, dissolution/rescission/application for or being applied for
bankruptcy, etc., involving in major lawsuit or arbitration, suffering
business difficulties, financial deterioration, or the Borrower’s default
in other contracts, etc., the Borrower shall notify the Lender on time; in
the event that any one of aforementioned actions might exert adverse
effect on the Borrower’s solvency, the Borrower shall request the consent
of the Lender in advance; and
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v)
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The
Borrower’s liquidation of debt to the Lender shall be prior to repayment
of borrowings to the Borrower’s shareholders, and not second to
indebtedness of the same kind to other creditors;
and
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vi)
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In
the event that after-tax profit of one related fiscal year is zero or
negative, or after-tax profit is unable to make up for accumulated loss
carried forward from previous fiscal years, or the pre-tax profit is not
used for repayment of principal, interest and expenses that shall be
payable within the current fiscal year or the pre-tax profit is not enough
for repayment of principal, interest and expenses of the next installment,
the Borrower shall not allocate dividend or bonus, in any form, to
shareholders; and
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vii)
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The
Borrower shall not dispose of its assets by impairing solvency, and shall
commit itself the amount of guarantee not higher than [_ ]of
its net assets, and total amount guaranteed and amount of each guarantee
shall not exceed the limit prescribed under its Articles of
Association.
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viii)
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Other
matters the Borrower warrants: [_ ].
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Article
X Events of Default and Disposition
Any one
of the occurrences hereunder happened to the Borrower shall constitute or be
deemed as event of default under this Contract:
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1.
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The
Borrower fails to honor its obligations of repayment and liquidation to
the Lender as agreed under this Contract;
or
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2.
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The
Borrower fails to use the loan for the purpose as agreed in this Contract;
or
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3.
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The
Borrower has made untrue representations in this Contract or breaches its
commitments aforementioned; or
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4.
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In
the event of the occurrence aforementioned in Subparagraph 4 of Paragraph
2 of Article IX of this Contract, the Lender assumes any possibility that
might impair the financial condition and solvency of the Borrower or the
Guarantor, while the Borrower fails to provide new security or replace the
Guarantor as agreed under this Contract;
or
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5.
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The
Borrower breaches any other stipulations in respect of rights and
obligations of parties concerned in this Contract;
or
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6.
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Any
event of default in other contracts between the Borrower and the Lender or
other institutions of Bank of China Limited occurs;
or
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7.
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The
Guarantor breaches stipulations prescribed in Counter-Guarantee Agreement,
or defaults in other contracts between the Borrower and the Lender or
other institutions of Bank of China Limited;
or
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8.
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The
Borrower liquidates the business or involves in such event as dissolution,
rescission, or bankruptcy.
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In the
event of any one of foregoing events of default, the Lender shall have the right
to take undermentioned measures respectively or simultaneously in the light of
actual conditions:
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1.
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Raise
a claim against the Borrower and the Guarantor to rectify the default
within a time limit; or
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2.
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Decrease
in whole or in part, reduce/suspend/terminate the line of credit to the
Borrower; or
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3.
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Cancel
in whole or in part or terminate the Borrower’s application for drawdown
or other services under this Contract or other contracts with the Lender;
cancel in whole or in part or terminate drawdown and transaction of
undrawndown amount or unsettled trade financing;
or
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4.
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Proclaim
principal, interest and other payables of outstanding loan/trade financing
under this Contract or other contracts between the Borrower and the
Lender become immediately matured in whole or in part;
or
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5.
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Cancel
or terminate this Contract, Cancel or terminate, in whole or in part,
other contracts between the Borrower and the Lender;
or
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6.
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Claim
compensation against the Borrower for losses caused by its default to the
Lender; or
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7.
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Simply
notify, beforehand or afterwards, the Borrower of deductions from accounts
opened with the Lender or other institutions of Bank of China Limited to
pay off debts, in whole or in part, under this Contract. The debt undue
shall be treated as early maturity. In the event that the currency(ies) in
foregoing accounts is(are) different from the currency invoicing of the
Lender’s service, the Lender shall make deduction and conversion at
applicable real-time exchange rate;
or
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8.
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Exercise
real rights for security; or
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9.
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Require
the Guarantor’s performance of guarantee obligations;
or
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10.
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Take
other measures that the Lender considers necessary and
possible.
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Article
XI Reservation of Right
Any
failure of one party to exercise rights under this Contract in whole or in part,
or any failure to request the other party to perform and bear obligations and
liabilities, in whole or in part, shall not be deemed as waiver of such rights,
or release from such obligations and liabilities.
Any grace
and extension of or moratorium on exercising rights under this Contract by one
party against the other party shall not influence on its enjoying any right in
accordance with this Contract, laws and regulations, nor be deemed as waiver of
such rights.
Article
XII Modification, Amendment or Rescission
Modification
or amendment to this Contract shall come to unanimous agreement in writing by
both parties hereto. Any modification or amendment shall constitute an integral
and inseparable part of this Contract.
Unless
otherwise specified by laws and regulations or otherwise agreed by both parties
concerned, this Contract shall not be terminated until rights and obligations
under this Contract have been completely enforced.
Unless
otherwise specified by laws and regulations or agreed by both parties concerned,
the invalidity of any clause under this Contract shall not affect the legal
effect of any other clause.
Article
XIII Law Applicability and Dispute Settlement
This
Contract is applicable to any law of People's Republic of China.
As long
as this Contract comes into force, any controversy or dispute arising out of
concluding or enforcing this Contract or regarding this Contract might be
settled through negotiations. In case any negotiation fails, either party shall
bring an accusation, in accordance with laws, against the other party at the
court where the Lender or any other institution of Bank of China Limited that
performs rights and obligations pursuant to this Contract or single arrangement
resides.
In the
event that the dispute that is now being solved does not affect the enforcement
of other clauses hereof, other clauses shall continue to be
exercised.
Article
XIV Expenditure
Unless
otherwise established by reference to laws or stipulated by parties concerned,
the expenses arising out of conclusion, enforcement of this Contract and dispute
settlement (including but not limited to lawyer’s fees) shall be borne by the
Borrower.
Article
XV Appendix
The
undermentioned appendix or other appendices acknowledged by both parties shall
constitute an integral part of this Contract and have the same force of law as
this Contract.
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1.
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Drawdown
Application.
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Article
XVI Other Stipulation
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1.
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Unless
with the written consent of the Lender, the Borrower shall not assign any
right or obligation hereof to a third
party.
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2.
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In
the event that the Borrower, due to business needs, has to entrust any
other institution of Bank of China Limited to enforce rights and
obligations hereof, or assign the said loan to any other institution of
Bank of China Limited for continuation and management, the Borrower shall
acknowledge such act. The authorized or assigned institution of Bank of
China Limited shall be entitled to execute all rights hereof, bring an
action in court, submit to arbitration or apply for compulsory execution,
in its name, over dispute in respect of this
Contract.
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3.
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On
the condition of not affecting other stipulations hereof, this Contract
shall be legally binding to both sides hereto, respective heirs and
grantees generated according to the
law.
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4.
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Unless
otherwise stipulated, both parties hereto shall take the domiciles
mentioned herein for communication and contact and shall notify the other
party in written form of the changes to communication and contact
addresses.
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5.
|
The
deal under this Contract shall proceed on the basis of respective
independent interests. In accordance with related laws, rules and
supervisions, any other party of this deal shall constitute the related
party or related person of the Lender, and any party involved shall not
affect fairness of the deal by taking advantage of such affiliated
transaction.
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6.
|
The
headlines and names of services indicated hereof shall be only for
convenient use and not be used as explanation of clauses or obligations of
parties concerned.
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Article
XVII Execution of Contract
This
Contract takes effect as of the date on which legal representatives
(persons-in-charge) or their authorized signatories of both parties hereto
autographed and the official seals affixed.
This
Contract has [_ ]
original copies that are respectively under the custody of the Borrower, the
Lender and the Guarantor and have the same legal effect.
The
Borrower: Shandong
Caopu Arts & Crafts Co., Ltd. (sealed)
Authorized
Signatory: Xxxx Xxxxx (signed)
Date:
[_ ]
The
Lender: Bank of China Limited Cao County Sub-branch (sealed)
Authorized
Signatory: Xxxx Xxxxxxx (signed)
Date:
[_ ]
