Current Capital Loan Contract (4)
Contract
No. blank
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 liabilities
|
| 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.9, 2004 to Jan. 7, 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). Accrued
interest cut-off day is 20th
each
month.
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. 29041100008101
and 29041100008102) 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 documents
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.
7.1.6
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.
9,
2004
Jan.
9,
2004
Contract
No. blank
SURETYSHIP
CONTRACT 4
Surety
(Party A): Shanghai
Xinguang Enterprise Development Co., Ltd.
Address:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇.▇.▇▇▇▇▇
Legal
representative: (signature)
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. 9, 2004 (contract No. 29041100008 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. 9, 2004 to
Jan.7, 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
11.1
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
11.1.1
BLANK
11.1.2
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.
9,
2004
Jan.
9,
2004
Contract
No. blank
SURETYSHIP
CONTRACT 4
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. 9, 2004 (contract No. 29041100008, 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. 9, 2004 to
Jan.
7, 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.
9,
2004
Jan.
9,
2004