Loan Contract (Yun Ying Shuang) Nong Ying Jie Zi (2007) No. 12
Loan
Contract
(▇▇▇
▇▇▇▇
Shuang) Nong Ying Jie Zi (2007) No. 12
Borrower
(Full Name): Kunming
▇▇▇▇▇ ▇▇▇ Pharmaceutics (Group) Co., Ltd.
Lender
(Full Name): Agricultural Bank of China Kunming
Shuanglong Sub-branch
Pursuant
to the relevant PRC
laws
and regulations, the two parties, following consultations, mutually agree to
enter into this Contract (“Contract”) as follows.
Article
1 Loan
1. Type
of
loan: Loan
toward mid-term current capital;
2. Purpose
of loan: Current
capital;
3. Currency
and amount of loan (in Capital): RMB
FIFTY MILLION YUAN
4. Term
of
loan
| (1) |
As
shown in the following table:
|
|
From
|
To
|
||||||
|
Year
|
Month
|
Day
|
Amount
|
Year
|
Month
|
Day
|
Amount
|
|
2007
|
August
|
16
|
¥50,000,000.00
|
2009
|
August
|
16
|
¥50,000,000.00
|
(In
case
of insufficient space therein, additional paper can be attached thereto as
supplement to form an integral part hereof.)
| (2) |
If
any inconsistency exists between the amount and the from-to dates of
the
loan recorded herein and those recorded in the loan certificate, the
latter shall prevail. As an integral part hereof, the loan certificate
has
equal legal force and effect as this
Contract;
|
| (3) |
If
the loan hereunder is in foreign exchange, the Borrower shall repay
the
principal and interest of the loan in the original currency as per
the
schedule.
|
5. Loan
Interest Rate
The
interest rate of loans in RMB is determined as per Method 1
below:
| (1) |
Floating
Interest Rate
|
The
loan
interest rate floats upward by 10%
from
benchmark interest rate to stand at 7.722%
per
annum. The benchmark interest rate for loans with a term of five years or less
shall be the benchmark RMB interest rate for the same term announced by the
People’s Bank of China, while that for loans with a term of more than five years
shall be the above benchmark interest rate plus _____________ (in words)
percentage point(s).
1
Adjustment
to the interest rate shall be made once in every TWELVE-month
period. In case of adjustment made to benchmark RMB interest rate by the
People’s Bank of China, the Borrower shall, starting from the corresponding day
of loan in the first month of the next 12-month period after the adjustment,
pay
interest according to the adjusted benchmark interest rate for the relevant
term
and the new interest rate determined as per the above calculation method,
without further notice. If the adjustment day of benchmark interest rate falls
on the same day as the loan issuance day or the corresponding day of loan in
the
first month of the 12-month period, the new loan interest rate shall apply
starting on the adjustment day of benchmark interest rate. If there is no
corresponding day of loan, the last day of such month shall be deemed as the
corresponding day of loan.
| (2) |
Fixed
Interest Rate
|
The
loan
interest rate floats upward/downward by %
to
stand at ___% per annum. The benchmark interest rate for loans with a term
of
five years or less is the benchmark RMB interest rate for the same term
announced by the People’s Bank of China, while that for loans with a term of
more than five years is the above interest rate plus ___ (in words) percentage
point(s).
The
interest rate of loans in foreign exchange shall be determined as per Method
_____ below:
(1)
Floating loan interest rate for a term of _____ months shall be _____-month
_________________ (LIBOR/HIBOR) + ___
%
margin.
LIBOR/HIBOR is the interbank offered rate of London/Hong Kong announced by
Reuters for the corresponding term two working days prior to the interest
bearing date.
(2)
An
annual interest rate of _____ % shall apply till the loan expiration
date.
(3)
Other
methods: .
6.
Interest Settlement
The
interest on the loan hereunder shall be settled on a quarterly
basis,
with the date of settlement falling on the
20th
day of
each quarter-end month. The Borrower shall pay up the interest on every interest
settlement day. If the last loan repayment day is not an interest settlement
day, the outstanding interest shall be paid up immediately together with the
principal (daily interest rate = monthly interest rate/30).
2
Article
2
Where
the Borrower fails to meet the following conditions, the Lender shall have
the
right to refuse granting the loan hereunder:
1.
The
Borrower opens a general
account
with the Lender.
The
debt
service schedule:
Repay
5 million yuan on or before December 30, 2007;
Repay
5 million yuan on or before June 30, 2008;
Repay
10 million yuan on or before December 30, 2008;
Repay
30 million yuan when the term expires in August 2009.
Article
10 Contract Effectiveness
This
Contract shall come into force as of the date of execution and sealing by both
parties.
Article
11 Counterparts
This
Contract shall be executed in four
original
copies, one for each party and one
for each
guarantor. The four
counterparts
shall have equal force and effect.
Article
12 Reminder
The
Lender has reminded the Borrower of the need to have a complete and accurate
understanding of the provisions hereof and, at the request of the Borrower,
explained the provisions as necessary. The signing parties have a common
understanding of the meanings hereof.
Borrower
(Seal
& Signature):
“KUNMING
▇▇▇▇▇ ▇▇▇ PHARMACEUTICS (GROUP) CO., LTD.” (Seal)
Legal
Representative or Authorized Agent: Lan Guihua (Signature)
Lender
(Seal
& Signature):
“AGRICULTURAL
BANK OF CHINA KUNMING SHUANGLONG SUB-BRANCH” (Seal)
Principal
or Authorized Agent: Ma Bo (Signature)
Date
of
Execution: August
16, 2007
Place
of
Execution: Agricultural
Bank of China Kunming Shuanglong Sub-branch
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Contract
for Entitlement Pledge
(▇▇▇
▇▇▇▇
Shuang) Nong Yin ▇▇▇▇ ▇▇▇ Zi (2007) No. _____
Pledgee
(Full Name): Agricultural Bank of China Kunming
Shuanglong Sub-branch
Pledgor
(Full Name): (1) Lans
International Medicine Investment To., Limited
(2)
(3)
To
ensure
the faithful performance of the
Loan Contract (▇▇▇ ▇▇▇▇ Shuang) Nong Ying Jie Zi (2007) No. 12
(“Master
Contract”) entered into by and between Kunming
▇▇▇▇▇ ▇▇▇ Pharmaceutics (Group) Co., Ltd.
(“Debtor”) and the Pledgeeôthe
Pledgor is willing to provide pledge guarantee for the debts formed between
the
Debtor and the Pledgee under the Master Contract. Pursuant to the relevant
PRC
laws and regulations, the two parties, following consultations, mutually agree
to enter into this Contract as follows.
Article
1 Category of Guaranteed Principal Creditor’s Right and Amount of
Principal
The
guaranteed principal creditor’s right is the
loan toward mid-term current capital
and the
amount of principal (currency and amount in capital) is RMB
FIFTY MILLION YUAN.
Article
2 Scope of Pledge Guarantee
The
scope
of pledge guarantee covers the principal of the debt under the Master Contract
and the related interest, overdue penalty, compound interest, default penalty,
liquidated damages as well as all costs and expenses incurred by the Pledgee
to
realize its creditor’s right, including legal costs, attorney fee, pledge right
disposal fees and transfer costs.
Article
3 Creation of Entitlement Pledge
| 1. |
The
Pledgor agrees to use the entitlement to the following properties
_____
(shown in detail in the List of Pledge (▇▇▇
▇▇▇▇ Shuang) ▇▇▇▇ ▇▇▇ Zi (2007) No. 001)
as pledged entitlement. The above list shall form an integral part
of this
Contract;
|
| 2. |
The
above pledged entitlement is tentatively valuated at RMB (in capital)
,
but the final value shall be the net income of actual disposal when
the
pledged entitlement is realized.
|
4
Article
4 The Pledgor hereby undertakes that:
| 1. |
it
has full and undisputable ownership or right of disposal to the pledged
entitlement;
|
| 2. |
the
pledged entitlement can be transferred de jure.
|
Article
12 Contract Effectiveness
This
Contract shall be made as of the date of execution and sealing the both parties
hereto and shall take effect as of the date when the entitlement certificate
is
delivered. Where registration is required, the Contract shall take effect as
of
the date of registration.
Article
13
This
Contract is executed in four
original
copies, one for each party. All four
counterparts shall have equal force and effect.
Article
14 Reminder
The
Pledgee has reminded the Pledgor of the need to have a complete and accurate
understanding of the provisions hereof and, at the request of the Pledgor,
explained the provisions as necessary. The signing parties have a common
understanding of the meanings hereof.
Pledgee
(Seal & Signature):
“AGRICULTURAL
BANK OF CHINA KUNMING SHUANGLONG SUB-BRANCH DEDICATED SEAL FOR LOAN CONTRACT”
(Seal)
Principal
or Authorized Agent: Ma Bo (Signatrue)
Pledgor
(Seal & Signature):
“LAN’S
INT’L MEDICINE INVESTMENT TO., LIMITED” (Seal)
Legal
Representative or Authorized Agent: Lan Guihua (Signature)
Date
of
Execution: ____________________
Place
of
Execution: Agricultural Bank of China Kunming
Shuanglong Sub-branch
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