Contract No.: September, 2007 Loan No.0021
Exhibit
10.24
 |
Contract No.: September, 2007 Loan ▇▇.▇▇▇▇ | |
▇▇▇
Loan
Contract
China
CITIC Bank, Wuhan Branch
RMB
Loan
Contract
Borrower:
Wuhan Generating Equipment Co., Ltd. (hereinafter named as “Party
A”)
Address:
Canglongdao
Science Park, Hongshan District, Wuhan
Postal
code: 430000
Telephone:
▇▇▇▇▇▇▇▇
Fax:
▇▇▇▇▇▇▇▇
Legal
representative: Xiao Jixin
Deposit
bank and account number: China CITIC Bank Zhuyeshan Sub-branch,
82600038215
Lender:
China CITIC Bank, Wuhan Branch (hereinafter named as “Party B”)
Address:
No 747, Jianshe Avenue, Wuhan
Postal
code: 430015
Telephone:
▇▇▇-▇▇▇▇▇▇▇▇
Fax:
▇▇▇-▇▇▇▇▇▇▇▇
Legal
representative/principal: ▇▇ ▇▇▇▇▇▇
Venue
of
execution: China
CITIC Bank
Date
of
execution: February
15th,
2007
With
reference to the relevant laws, rules and regulations in Contract
Law of the People’s Republic of China
and
General
Rules on Loan
and
after mutual consultation on the basis of equality, both parties sign the
following contract.
Article
1: Type of Loan
Party
B
agrees to provide the following type of loan No. l to Party A as stipulated
in
the Contract:
I.
Short-term loan II. Medium term
loan III. Long-term
loan
Article
2: Loan amount and length of maturity
The
loan
amount under this contract is in Renminbi (“RMB”).
(Amount
in Words): Twenty
Million Renminbi Only.
(Amount
in Numbers): 20,000,000
RMB.
The
length of maturity under this contract is one
year,
starting from February
17, 2007
to
February
16, 2008.
If
there
is disparity between the length of maturity and the debt note under this
contract, the debt note shall prevail.
Article
3: Purpose of the loan
Party
A
shall apply the loan under this contract for the turnover of current capital;
however, Party B shall not bear any responsibility for Party A’s application of
the loan.
Article
4: Interest rate and interest of loan
| 1. |
Interest
rate is determined according to the following first method for this
loan:
|
| (1) |
A
fixed interest rate of
%
is adopted for the loan. If the interest rate of the People’s Bank of
China is adjusted within the term of this contract, no interest rate
in a
separate period will be charged.
|
| (2) |
The
interest rate is subject to the People's Bank of China's benchmark
loan
interest rate for the corresponding grade and period as of the effective
date of this contract, plus/minus 10%. The interest rate under this
contract is 6.732%. If the interest rate of the People’s Bank of China is
adjusted within the term of this contract, this contract will adjust
the
loan interest rate according to the adjusted corresponding benchmark
rate
from the next YEAR
(month/ quarter/year).
|
| 2. |
Interest
accrual of this loan is calculated from the actual date of draft
and
interest is settled on monthly
(monthly/quarter) basis. The settlement date for interest is the
of
every month
(month/quarter).
|
| 3. |
The
first interest payment date of this loan is February
21, 2007.
Party A shall have a sufficient amount in its deposit account with
Party B
before every interest payment date so that Party B can timely deduct
the
interest; if Party A chooses to make interest payments by other means,
the
interest shall be remitted into the account in time. If Party B fails
to
receive the full payment of the interest on the due date, it will
be
deemed as Party A’s failure of timely
payment.
|
| 4. |
When
the last loan becomes due, the interest rate shall be settled together
with the principal.
|
Article
5: Deposit withdrawal
| 1. |
Party
A shall withdraw the deposit according to the following schedule
and the
planned withdrawal date shall be on a business day of the
bank:
|
|
No.
|
Date
of withdrawal
|
Sum
of withdrawal
|
||
|
1
|
February
17, 2007
|
20,000,000
RMB
|
| 2. |
Party
A shall withdraw the deposit according to the agreed withdrawal date
of
this contract, any change in the withdrawal time and/or sum shall
be
informed to Party B seven business days of the bank before the agreed
withdrawal date. Party B agrees to offer Party A the withdrawal grace
period for three working days of the bank and the loan not withdrawn
when
the grace period expires will be automatically cancelled and Party
A is
not allowed to withdraw again.
|
| 3. |
Party
A shall submit the irrevocable notice of withdrawing or debit note
or
other withdrawing notices to Party B three business days of the bank
in
advance of the scheduled date of draft and after Party B’s inspection for
consent, based on which Party B will pay the loan and it will be
the
receipt of loan.
|
Article
6: Means of repayment:
| 1. |
Party
A shall repay the principal according to the following
plan:
|
|
No.
|
Date
of repayment
|
Sum
of repayment
|
||
|
1
|
February
17, 2008
|
20,000,000
RMB
|
| 2. |
The
loan principal repaid by Party A shall be deposited to the designated
account of Party B, whose account number is 7381910182600038215.
|
| 3. |
If
Party A intents to repay in advance, the irrevocable plan of advanced
repayment in writing shall be delivered to Party B thirty calendar
days
prior to the scheduled advanced repayment date and Party B’s consent shall
be obtained. Party B is entitled to charge the interest according
to the
length of maturity and interest rate agreed in this
contract.
|
Article
7: Loan extension
If
Party
A fails to repay the loan under this contract and requires an extension, its
written application shall be submitted to Party B 30
business days
prior to
the loan maturity date and after Party B examines and consents, both parties
can
sign the loan extension agreement. If Party B disagrees, this contract remains
valid.
Article
8: Security of Loan
The
security means of the loan under this contract is a guaranty. Party B and
guarantor signed the No.
0001, 0002, 0003 Guaranty Contracts September, 2007
on the
detailed guarantee issues under this contract.
Article
9: Representations and Warranties of Party A
| 1. |
Party
A is a Chinese corporation or other organization founded according
to the
laws of the People’s Republic of China and possesses the obligatory
capacity for civil rights and disposing capacity to sign and implement
this contract and is capable of bearing the civil responsibilities
independently.
|
| 2. |
All
the documents, report and statements and representations related
with this
loan provided by Party A are all legal, authentic, accurate and
complete.
|
Article
10: Rights and Obligations of Party A
| 1. |
Party
A is entitled to withdraw and use the loan according to the maturity
and
purpose as agreed in this contract.
|
| 2. |
Party
A shall clear off the principal and interest as agreed in this
contract.
|
| 3. |
Party
A shall provide to Party B the statement and other documents truly
implying his operation state and financial status regularly or as
required
by Party B.
|
| 4. |
During
the loan period, any significant changes in Party A’s managerial
decision-making, including but not limited to share transfer,
reorganization, consolidation, division, shareholding system
transformation, joint venture, cooperation, joint-management, contracting
tenancy, change of business scope and registered capital modification,
etc
and other changes which may possibly affect the Party B’s rights and
interests shall be notified to Party B in written form at least 30
calendar days in advance and acquire prior written consent of Party
B to
fulfill the loan discharge or advanced loan discharge or provide
the
security approved by Party B.
|
| 5. |
Party
A shall actively cooperate with Party B to investigate, understand
and
supervise the operation status and the loan use. In the event that
Party B
is obstructed by Party A, all the expenses arising from the obstruction
of
Party A shall all be borne by Party
A.
|
| 6. |
Without
prior written consent of Party B, Party A is not entitled to transfer
or
transfer by deceptive means the liabilities under this contract by
any
means.
|
| 7. |
The
transfer, lease or the disposal of all or significant part of the
significant assets and business or business revenue by means of setting
the security on the liabilities other than which are under this contract
shall be in informed to Party B at least thirty calendar days in
advance
and acquire prior written consent from Party
B.
|
| 8. |
If
any accidents take place, which will exercise seriously negative
influence
on the liability implementation of this contract, including but not
limited to the severe economic disputes, cessation of business, close
of
business, bankruptcy, dissolution, business license withdrawal, business
annulment, financial status degeneration, etc, Party A shall inform
Party
B in written notice immediately.
|
| 9. |
If
the security suffers from accidents such as cessation of business,
close
of business, bankruptcy, dissolution, business license revocation,
business annulment and business loss, partial or overall loss of
the
corresponding security ability of this loan or if the value of the
mortgaged property or the pledged rights as the security under this
contract is reduced, Party A shall provide Party B the new security
approved by Party B
|
| 10. |
During
the loan period, any changes in Party A’s name of juridical person, legal
representative, project principal, address, telephone, fax shall
be
informed to Party B within seven calendar days after the
changes.
|
Article
11: Rights and obligations of Party B
| 1. |
Party
B is entitled to inspect and understand the business circumstances
and the
utilization of the loan of Party A.
|
| 2. |
Under
the prerequisite that Party A implements the obligation agreed in
this
contract and satisfies the money-lending condition, Party B shall
lend
sufficient loan to Party A on time.
|
| 3. |
All
materials, documents and information provided by Party A shall be
kept
confidential, unless otherwise stipulated in the laws and regulations
for
query.
|
Article
12: Liabilities for Breach of Contract
| 1. |
When
this contract enters into forces, Party A and Party B shall both
perform
the obligations agreed in this contract. Failure of either party
in
performing wholly or partially the agreed obligations shall bear
the
corresponding responsibility of breach of
contract.
|
| 2. |
If
Party A fails to draw the loan within the agreed date in the contract,
Party B is entitled to charge a penalty according to the overdue
days and
the interest rate agreed in this
contract.
|
| 3. |
If
Party B fails to provide the loan as agreed in the contract, Party
A is
entitled to claim a payment of penalty according to the overdue days
and
the interest rate agreed in this
contract.
|
| 4. |
If
any of the following circumstances occur, Party B is entitled to
terminate
any sum of money undrawn under this contract and urges Party A to
immediately repay the entire withdrawn loan, interest payable and
other
expenses. The day when Party B requires Party A to repay the above
payment
is the advanced maturity of the liability under this contract and
Party B
is entitled to directly deduct the sum from the Party B’s account
deposited by Party A to compensate the liability under this
contract.
|
| (1) |
Party
A fails to repay the principal and interest of the loan under this
contract in time;
|
| (2) |
Party
B fails to implement any one of the obligations agreed in Clause
3 to
Clause 9 of Article 10 of this
contact;
|
| (3) |
The
certification and documents related to this loan submitted by Party
A to
Party B and the statements and warranty of Article 9 of this contract
are
proved to be unauthentic, inaccurate, incomplete or tending to
mislead;
|
| (4) |
Party
A completely stops the repayment of liability or fails or expresses
the
incapability of the mature liability
repayment.
|
| (5) |
Cessation
of business, close of business, bankruptcy, dissolution, business
license
withdrawal, business annulment, involving in severe economic disputes
and
financial status degeneration take place in Party
A.
|
| (6) |
Changes
in address, range of business, legal representative and other issues
registered in business administration or the significant external
investment takes place, which will seriously influence or threaten
the
realization of Party B’s financial
claims;
|
| (7) |
Other
accidents that threaten and harm or possibly threaten and harm the
Party
B’s rights and benefits.
|
| 5. |
If
Party A fails to repay the loan agreed in the contract, in addition
to
exercising the rights agreed to in Section 4 of this Article, Party
B is
entitled to charge an extra penalty interest at the interest rate
agreed
in the contract plus 50%
,
i.e.,
the penalty interest rate of 10.098 % based on the actual number
of days
overdue. The unpaid interest of the overdue loan shall be charged
with
compound interest at the penalty interest rate agreed in this Section
5.
|
| 6. |
For
the overdue interest payable by Party A in loan period, Party B is
entitled to charge the accumulative interest according to the actual
overdue days on the basis of the loan interest rate agreed in the
contract.
|
| 7. |
For
any loan not used for the agreed purposes by Party A, in addition
to
exercising the rights agreed in Section 4 of this Article, Party
B is
entitled to charge a penalty interest for the part of the loan used
in
violation of the agreed purpose at the loan interest rate agreed
in the
contract plus 100%. The penalty rate will be 13.464% based on the
actual
number of days overdue. The overdue interest payable by Party A shall
be
charged with accumulative interest on the basis of the penalty interest
stipulated in this Section 7.
|
| 8. |
All
expenses of Party B to exercise its creditor’s rights (including, but not
limited to, legal expenses, travel expenses, attorney fees, etc.)
shall be
borne by Party A.
|
Article
13: Continuity of Obligations
All
the
obligations of Party A under this contract shall continue and bind Party A’s
successor, agent, receiver, assignee. If Party A completes a merger,
restructuring or name change, all obligations of Party A under this contract
shall continue and bind the merged entity, restructured entity or the renamed
entity.
Article
14: Notarization
If
either
party of this Contract request for notarization, this contract shall be
notarized in the national stipulated notary organization and the expense shall
be borne by Party A.
Article
15: Other agreed issues
None
_______________________________________________________________________
_______________________________________________________________________
Article
16: Applicable laws
This
contract is governed by the laws of the People’s Republic of China and has
binding forces on both parties.
Article
17: Dispute Settlement
Any
disputes occurred and related to this contract shall be negotiated by both
parties for solution. Otherwise, the parties agree that any failure to resolve
such disputes shall go through the following:
| 1. |
Apply
for arbitration by Arbitration
Committee.
|
| 2. |
Bring
a lawsuit to the People’s Court where Party B is
located.
|
Article
18: Accumulative Features of Party B’s Rights
Party
B’s
rights under this contract are accumulative, which will not affect or exclude
any rights from Party A according to law and other contracts. Unless otherwise
specified by Party B in written form, Party B’s failure to exercise, partial
exercise and/or deferred exercise of their rights do not compose the waiver
or
partial waiver of their rights, nor will influence, prevent or interfere with
the continuous exercise or the exercise on other rights.
Article
19: Validation, modification and termination of the
contract
| 1. |
This
contract is effective when Party A’s legal representative or its
authorized agent and Party B’s legal representative or principal or
authorized agent sign and is sealed with that Party’s official seal. If
this contract includes a guaranty, it shall be effective as of
the valid
date of the guaranty
contract.
|
| 2. |
After
the contract is effective, unless otherwise specified, neither
party may
modify or terminate the contract at will. If it is necessary to
modify or
terminate the contract, it shall be consulted and agreed to in
writing by
both parties.
|
Article
20: Miscellaneous
| 1. |
The
unsettled issues in this contract could be written in other agreements
as
an attachment to this contract. Any attachment, modification or
supplement
of this contract is part of this contract and possess the same
legal force
as this contract.
|
| 2. |
If
a certain clause of this contract or part of the content of a certain
clause is considered invalid or will be invalid in the future,
this
invalid clause or the invalid part will not affect the validity
of this
contract and other clauses in this contract or other content in
that
clause.
|
| 3. |
Any
notice, request or other communication related to this contract
from Party
B to Party A, including but not limited to fax or letter, once
delivered,
will be considered as accepted by Party A; if by registered mail,
then it
will be deemed accepted as of the third
day.
|
|
4.
|
The
contract shall be in
original copies, with copies
for each party respectively.
|
|
Party
A (Seal)
|
Party
B (Seal)
|
|
Legal
representative: Xiao Jixin
|
Legal
representative/principal: ▇▇ ▇▇▇▇▇▇
|
|
(Signature
or stamp of entrusted agent)
|
(Signature
or stamp of entrusted agent)
|