Industrial bank short-term loan contract Contract number: F040371
Industrial
bank short-term loan contract
Contract
number: F040371
Party
B- Creditor: Industrial bank shanghai branch
Address:
000 Xxxxxxxxx xxxx
Post
code: 200041
Fax:
00000000
Tel:
00000000
Party
A- Debtor: shanghai wanxing bio-pharmaceutical Ltd.
Address:
Yanggao north road
Post
code:
Fax:
Tel:
Contract
signed at: Shanghai
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 related law and regulation.
| 1.0 |
Loan
amount
|
Party
B
agrees to give RMB
10,000,000
as loan
to Party A.
| 2.0 |
Loan
intention
|
The
loan
under this contract is intended to be used for current
capital.
| 3.0 |
Loan
term
|
| 1) |
The
loan is in 12-months term, from December 20, 2004 to December 19,
2005
|
| 2) |
Loan
started day should base on bank receipt that Party A receive the
loan. If
the actual day of loan give to Party B is later than December 20,
then the
due day is supposed to be postponed.
|
| 3) |
The
using plan of loan: (blank)
|
| 4) |
If
Party B would like to ask for returning of loan before due day due
to 9.0,
the due day is considerate to be paid advance.
|
| 4.0 |
loan
interest and calculation of
interest
|
| 1) |
loan
interest
|
After
discussion between Party A and Party B, the interest rate shall be as per
a
below:
| a. |
Fixed
interest rate. The annual rate of the loan under this contact is
defined
as 6.138%
|
| b. |
Flexible
interest rate.
|
| 2) |
calculation
of interest
|
Upon
agreement, interest rate shall be calculated as per b below:
| a. |
Interest
rate should be calculated on monthly basis. Cut off day is 20th
of
each month. The Party A shall return the interest to the Party B
on a
monthly basis. The remaining interest shall be paid at the due date.
|
| b. |
Interest
rate should be calculated and paid on quarterly basis. Cut off day
is
20th
of
the last month of the quarter. The Party A shall return the interest
to
the Party B on a quarterly basis. The remaining interest shall be
paid at
the due date.
|
| c. |
Return
the interest once at the due date.
|
| d. |
Other
way: (blank)
|
| 5.0 |
Penalty
Interest and compound interest.
|
| 1) |
In
case the Party A uses the loan in other purpose than intended, or
the
Party A fails in returning the loan on time and fails as well in
reaching
an agreement to extend the date with the Party B, the Party B has
the
rights to collect penalty interest on the loan that has been used
for
other purpose or the overdue loan base on the agreed penalty interest
rate. In case the Party A fails in return the interest, the Party
B has
the rights to collect compound interest base on an agreed penalty
interest
rate.
|
| 2) |
In
case the Party A fails in returning the loan on time and fails as
well in
reaching an agreement to extend the date with the Party B, the penalty
interest rate shall be as per _a_
below:
|
| a. |
Fixed
interest rate. Penalty interest and compound interest shall also
be fixed
rate during the overdue period. The rate of penalty interest shall
be
50%
on
top of the fixed loan interest.
|
| b. |
Flexible
interest rate.
|
| 3) |
In
case the Party A misuses the loan in other purpose than intended,
the
penalty interest rate shall be as per _a_
below:
|
| a. |
Fixed
interest rate. Penalty interest and compound interest shall also
be fixed
rate during the misuse period. The rate of penalty interest shall
be
50%
on
top of the fixed loan interest.
|
| b. |
Flexible
interest rate.
|
| 4) |
Compound
interest rate shall be calculated as per the rate agreed in this
contract
|
| 6.0 |
Return
the principles and interest.
|
| 1) |
The
Party A shall return the loan principle and interest as per the agreed
due
date.
|
| 2) |
In
case the Party A wishes to return the loan ahead of due date, he
shall
inform the Party B in advance and obtain the Party B’s approval. The Party
B reserve the right to charge the full interest as agreed in the
Contract.
|
| 3) |
If
the loan is in foreign currency, the Party A shall return the loan
principles and interest in the same
currency.
|
| 4) |
The
Party A shall hereby irrepealably authorize the Party B to deduct
the loan
principle and interest from any of the Party A’s banking account without
through any legal procedure in case events stated in article 9.0
and 10.0
happened.
|
| 7.0 |
suretyship
|
The
following contract is the suretyship to this Contract:
Contract
# GF040371 Contract
name: Industrial bank suretyship contract
The
suretyship type: guarantee mortgage.
Surety:
Beijing Guoan electric general company
| 8.0 |
declaration
and guarantee
|
| 1) |
Party
A is hereby making the following declaration to Party B:
|
| a. |
Party
A is legal registered enterprise which will legally exist during
the loan
period, and has the rights to sign and perform the obligation of
this
contract.
|
| b. |
Loan
that Party A applied has been approved by the board or equivalent
company
organization, and doesn’t violate any applicable law, order, regulation or
company constitution. In case signing the loan contract by Party
A
violates any company constitute or other internal regulations, it’s to
Party A’s liability. Party B takes none responsibility for Party A’s such
activity.
|
| c. |
Other
than stated in the information provided to Party B, Party A’s asset and
income has no other mortgage, indwelling or other debt, and is not
in any
litigation procedure, arbitration or
liquidation.
|
| d. |
Party
A didn’t hide any of the following events, either happened or to be
happened, that may cause Party B refuse to release the
loan:
|
| 1. |
Party
A or Party A’s major manager’s any involvement in breaking the law or
regulations, or being claimed for
compensation.
|
| 2. |
uncompleted
litigation or arbitration event
|
| 3. |
Party
A has other debt or acted as surety to other
party
|
| 4. |
Any
breaching-contract event happened between Party A and his other creditors.
|
| 5. |
0Other
events that may affect Party A’s financial condition and capability to
return the loan.
|
| 2) |
Party
A is hereby guarantee the following to Party B:
|
| a. |
Provide
the required genuine information, statement, voucher and other
materials
|
| b. |
Set
up banking account in Party B’s branch, and make transactions through this
account.
|
| c. |
Use
the loan as per the intended purpose and don’t misuse the loan for other
purpose. Guarantee not to use the loan in capital investment, in
buying
stocks, future or real estate, in providing loan to other parties
or any
other illegal activities, and in any other way to misuse the loan.
|
| d. |
Cooperate
with Party B in monitoring and inspecting Party A’s activities in using
the loan and Party A’s operation, financial condition, material stock,
asset debt, cash in bank, cash on hand and others.
|
| e. |
Provide
Party B with sufficient and efficient
suretyship
|
| f. |
Do
not reduce the registered capital in any
means
|
| g. |
Without
written approval from Party B, Party A shall not transfer the debt,
either
entirely or partly, to a third party.
|
| h. |
Party
B’s written approval shall be obtained before Party B carry out any
of the
major asset adjustments and business adjustments, which include but
not
limited to: setting up joint venture with company from oversea, Hong
Kong,
Macau or Taiwan; company withdraw, close, out of business, shifting
business, separation, merge or being merge; company reorganize or
change
to stock company; buying shares with fixed asset such as building
and
machinery or intangible asset such as brand, patent, technology,
land
rights or invest in stock company or investing company; trade of
property
right and operation right in the means of leasing, contracting,
affiliating or entrusting.
|
9.0
withdraw the loan ahead of due date
Party
B
reserves the rights to withdraw the loan ahead of the due date by directly
deduct money from Party A’s banking account in case the following happens to the
Party A:
| 1) |
Party
A fails in paying the interest
|
| 2) |
business
is in loss or net income drops
dramatically
|
| 3) |
involve
or to be involved in litigation, arbitration or other legal
entanglements
|
| 4) |
statements
and materials provided by Party A are
false
|
| 5) |
Party
A misuse the loan for other purpose
|
| 6) |
Party
A refuses Party B to monitor and inspect its operation and financial
conditions, or Party A refuses to provide statement and materials.
|
| 7) |
Major
human resources change
|
| 8) |
Other
events that may endanger the safety of the
loan.
|
10.0
liabilities in case of breaching contract
| 1) |
Party
A is considered breaching the contract in case of any one of the
following
happened,:
|
| a. |
Party
A failed in paying the interest and
principle
|
| b. |
violate
the declaration and guaranty stated in Article
8.0
|
| c. |
violate
other clauses stated in the contract
|
| 2) |
in
case contract is breached, Party B has the rights to take one or
more of
the following measures:
|
| a. |
require
Party A to correct the breaching activity within a given time
period
|
| b. |
stop
Party A’s withdrawing the loan from the
bank
|
| c. |
require
Party A to return the principles and interest whether due or not
yet due
after terminating the contract
|
| d. |
require
Party A to pay penalty interest in case of loan
overdue
|
| e. |
require
Party A to pay penalty interest in case Party A misuse the
loan
|
| f. |
Deduct
the loan principle and interest directly from Party A’s banking account.
In case the money in the banking account is in different currency
with the
loan, Party B has the rights to sell the money at the reported exchange
rate on that day
|
| g. |
Oblige
Party A to return the loan principles and interest by taking legal
measures. Any litigate cost shall be to Party
A.
|
| 3) |
In
case Party B failed in releasing the loan on time and in agreed amount,
which cause Party A in loss, Party B shall compensate Party’s
loss.
|
| 4) |
In
case one of following happened to the surety (guarantor, mortgagor,
pledge
provider), Party B has the rights to take the contract agreed measures
as
previously described:
|
| a. |
The
guarantor violates the contract, or his financial condition deteriorates,
or other events happened which may weaken guarantor’s capability to
provide guarantee.
|
| b. |
The
mortgagor violates the mortgage contract, or intentionally destroys
the
mortgage, or the mortgage provided has been obviously devalued, or
others
may affect Party B’s credit.
|
| c. |
The
pledge provider violates the pledge contract, or the pledge provided
has
been obviously devalued, or pledge expires before the loan due date
or
others may affect Party B’s credit.
|
11.0
rights and liabilities
| 1) |
Party
A’s liability is independent, and shall not be affecting any relationship
between either of the two parties with other parties, unless defined
otherwise by the contract.
|
| 2) |
Any
extension, special policy or deferring to perform the obligation
granted
by Party B to Party A shall not affect, damage or limit Party B’s legal
rights granted by the contact and other applicable law and regulations,
and shall not be deemed as Party B giving up his legal right, and
shall
not affect Party A’s contract obligation.
|
12.0
jurisdictions
Establishment,
effect, explanation, performing and dispute resolution of this contract shall
be
under jurisdiction of P. R. China. Any dispute, entanglement shall be resolved
through negotiation, or go to the local court.
13.0
notifications
1)
Any
notification shall be delivered to the address, fax number stated in the
cover
page of this contract.
2)
In
case there is any change to the contact information, notice shall be delivered
to the other party immediately
3)
Any
notification, which is delivered to the said address, shall be considered
as
delivered on the following dates:
a.
by
mail: the 5th
working
day after registered mail sent out
b.
by
telex: when the confirmation from the other party received
c.
by
courier: the day when the receiver signed for receipt
4)
Company stamp, office stamp, financial stamp, contract stamp, send/receive
stamp
and loan stamp shall be deemed as effective stamp for sending and receiving
mails. The unit manger and other employee shall be deemed as authorized person
to sign and receive the mail.
14.0
effective term of the contract
The
contract shall be taken into effect after the following:
| 1) |
contract
signed and stamped by both Parties
|
| 2) |
if
there is suretyship contract, the suretyship contract are in
effect
|
| 3) |
in
case Party B require notarization of the contract, the notarization
has
been completed
|
The
contract shall be expire after the loan principles and interest have been
returned.
15.0
contract copies
The
contract is in 4 original copies. Each party and the notary bureau have one
copy
respectively.
16.0
supplementary articles.
Blank
| |
|
|
| Party A and Party B’s stamp | signature of both legal representatives | |
|
Date:
December 20, 2004
|
||
Industrial
bank surety ship contract
Contract
number: GRL05-086
Party
B- Creditor: Industrial bank shanghai branch
Address:
000 Xxxxxxxxx xxxx
Post
code: 200041
Fax:
00000000
Tel:
00000000
Party
A- Guarantor: Beijing Guoan electric general company
Address:
Post
code:
Fax:
Tel:
Contract
signed at: 000
Xxxxxxxxx xxxx, Xxxxxxxx
In
the
efforts to guarantee that the debtor performs his obligation under loan contact
signed 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.
Article
1. Description and explanation
| 1. |
“get
the capital” under this contract means Party B provide the service of
loan, deposit and other financial service to
debtor.
|
| 2. |
All
the description and explanation under this contract is suitable for
this
contract.
|
Article
2. Basic content of major contract
| 1. |
contract
name: Industrial bank shot-term loan
contract
|
| 2. |
contract
number: RL05-086
|
| 3. |
Type
of loan: short-term current capital loan currency:
RMB
|
| 4. |
Loan
amount: 10,000,000 interest
rate: 6.138%
|
| 5. |
term
of loan: 1 year
|
Article
3. Scope of surety ship
Scope
of
the surety ship guaranty includes the loan principle, interest, compounded
interest, penalty interest, breach penalty, compensation, cost to claim the
credit right and other cost. The cost also includes insurance, legal fee,
processing fee, announcement fee and so on.
Article
4. Surety ship liabilities
1.
The
mode of this surety ship contract is joint and several liabilities
2.
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.
3.
If
debtor has been asked for returning the loan before the due day, Party A
has
the same
joint and several liabilities to return the loan ahead of due day.
Article
5. The term of the surety ship
The
term
of the surety ship is for two years from the following day of the due date
of
the Main Contract. In case the loan under the Main Contract is in several
batches, the term of the surety ship shall be starting from the following
day of
each due date of each batch. In case Party B wishes to request earlier return
of
the loan in accordance with related clauses in the Main Contract, the term
of
the surety ship shall be from the following day of noticed date Party B issued
to debtor for returning the loans.
Article
6. Notice of returning the loan
The
surety ship under this contract is as soon as Party B sends the notice to
Party
A about returning the loan; Party A has absolutely responsibility to perform
the
liability.
Article
7. Representations and warranties
1.
Guarantor’s representations to Party B
1)
Provide all the documents as requested by Party B, and guarantee the
documentation provided is accurate and legal.
2)
Never
hide information and cheat to Party B regarding something has happened or
be
going to happen like below showed:
a.
has
illegal behavior or sued by the other company
b.
the
xxx case has not yet closed
c.
the
guarantor has taken the other liability or take another surety ship with
the
third party
d.
all
the other liabilities are failed to perform by Party A
2.
Guarantor’s representations to Debtor:
| a. |
in
case the Party A performed the surety ship obligation, he has the
right to
pursue compensation from the debtor providing his activity shall
not
affect the debtor’s capability to return the loan. In case the debtor has
been pursued by both of Party A and Party B at the same time, Party
A
shall agree the debtor has the priority to return the loan to Party
B
first.
|
| b. |
In
case the debtor and Party A are going to sign or have already signed
a
counter-guarantee contract, the counter-guarantee contract shall
not harm
any of Party B’s legal rights under this suretyship contract.
|
| c. |
Before
completing the entire obligations of this suretyship contract, Party
A
shall inform Party B in written in one month advance in case Party
A is
carrying out any of the following property changes or operation
adjustments: include but not limit to setting up joint venture with
company from oversea, Hong Kong, Macau or Taiwan; company withdraw,
close,
out of business, shifting business, separation, merge or being merge;
company reorganize or change to stock company; buying shares with
fixed
asset such as building and machinery or intangible asset such as
brand,
patent, technology, land rights or invest in stock company or investing
company; trade of property right and operation right in the means
of
leasing, contracting, affiliating or entrusting. In case Party B
requires
adding or changing mode of surety ship, Party A shall guarantee to
provide
a new suretyship contract to Party A’s satisfaction.
|
| d. |
Any
contract-breaching activities under this contract or other contract
signed
between Party A and other department of Industrial bank, or other
banks,
or other financial institutions shall be reported to Party A in
written.
|
| e. |
Any
Party A’s activity in establishing, amending or revoking the registry
information at the national industrial administration bureau or other
government bureau shall be reported to Party B along with the duplicate
copy.
|
| f. |
Party
A shall not, in any means, transfer and hid any property, or abandon
or
act negatively in performing any credit rights.
|
Article
8. Liabilities
when fails in performing the obligation
1.
Any
one of below item happened is considerate of failing in performing the
obligation
| 1) |
doesn’t
perform the article 7’s representations and
warranties
|
| 2) |
fails
in performing the other article under this
contract
|
2.
in
case of any fails of performing the obligations by Party A, Party B has right
to
perform below one or more options, and even article 6:
1)
Correct Party A’s performs on time
2)
Ask
for returning the loan ahead of due day. Party A has joint and several
liabilities to pay back the loan and interest.
3)
Ask
Party A to pay the %
of
total loan as penalty.
4)
Ask
Party B give compensation for actual loss
5).
withdraw legally Party A’s harming activity
6).
deduct money from Party A’s any banking account to compensate the debt within
surety ship scope
7).
force
Party A to perform his obligation with legal measures in case Party A breaches
the contract.
9.0
Independent surety ship
| 1) |
Suretyship
under this contract is independent. Under no circumstance it shall
become
invalid because invalidation of the main
contract.
|
| 2) |
Obtaining
approval from Party A is not necessary in case the debtor and Party
B wish
to modify or add supplement to the main contract. Obligations undertaken
by party A under this contract shall remain
unchanged.
|
| 3) |
in
case the debtor breach the main contract (includes but not limit
to the
debtor misuse the loan), the suretyship shall remain unaffected.
Party A
shall not use this as excuse to request mitigate or exempt his
obligations.
|
10.0
rights and liabilities
| 1) |
Party
A’s liabilities under this contract is independent, and shall not be
affected by any relationship between either party with the third
party,
unless otherwise stated in this contract.
|
| 2) |
Any
extension, special policy or deferring to perform the obligation
granted
by Party B to Party A shall not affect, damage or limit Party B’s legal
rights granted by the contact and other applicable law and regulations,
and shall not be deemed as Party B giving up his legal right, and
shall
not affect Party A’s performing his contract obligation.
|
11.0
notifications
| 1) |
Any
notification shall be delivered to the address, fax number stated
in the
cover page of this contract.
|
| 2) |
in
case there is any change to the contact information, notice shall
be
delivered to the other party immediately
|
| 3) |
any
notification, which is delivered to the said address, shall be considered
as delivered on the following dates:
|
| a. |
by
mail: the 5th
working day after registered mail sent
out
|
| b. |
by
telex: when the confirmation from the other party
received
|
| c. |
by
courier: the day when the receiver signed for
receipt
|
12.0
jurisdictions
Establishment,
effect, explanation, performing and dispute resolution of this contract shall
be
under jurisdiction of P. R. China. Any dispute, entanglement shall be resolved
through negotiation, or go to the local court.
13.0
contract life
The
contract shall come into effect after signed by both Parties. In case Party
B
requires notarization of the contract, the notarization shall be completed
before the contract comes into effect.
The
contract will expire after the loan principles and interest have been
returned.
14.0
contract copies
The
contract is in 4 original copies. Each party and the notary bureau has one
copy
respectively.
15.0
supplementary articles
Loan
under the main contract which guaranteed by this suretyship contract is used
for
paying the loan principle under the contract<<Industrial Bank short-term
loan contract>> (contract no. F040371) signed between Industrial Bank
Shanghai branch and Shanghai Wanxing Bio-pharmaceutical Co., Ltd.
| |
|
|
|
Stamp
and Signature from both parties
December
31, 2005
|
||
