Extension Loan Agreement
EXHIBIT
10.14
Borrower
(Party A):Winner
Industries (Shenzhen ) Co., Ltd.
Address:
Winner Industrial Park, Bulong Road, Longhua Town, Shenzhen City
Legal
Representative: ▇▇▇▇▇▇▇▇ ▇▇
Lender
(Party B): Shenzhen Longhua
Branch of Industrial and Commercial Bank of China
Address:
ICBC Building, Renming Rd., Longhua Town, Shenzhen City
Person
in
charge: ▇▇▇ ▇▇▇▇
Guarantor
(Party C):
Winner
Medical and Textile Ltd. Tianmen
Address:No.47
south of Jianshe Road, Yuekou Town, Tianmen City, Hubei
Legal
Representative: ▇▇▇▇▇▇▇▇ ▇▇
Winner
Medical and Textile Ltd. Jingmen
Address:
Pailou County Jinmen City Hubei
Legal
Representative: ▇▇▇▇▇▇▇▇ ▇▇
Winner
Medical and Textile Ltd. Yichang
Address:No.20
Jiangxia Avenue, Jiangkou Town, Zhijiang City, Hubei
Legal
Representative: Li jianquan
Date:
September 12th
2005
Place:
Shenzhen
-1-
Whereas
Party
A
fails to repay the loan amount of the Loan Contract numbered Gong ▇▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇ Longhua Zi 2004 Nian No. 064 (“Original Loan Contract”) entered with Party
B. Party A applied in writing to Party B on September 1st
2005 for
extension of the Loan.
Party
C,
as guarantor of Party A, has agreed to offer guarantee for the extension
according to the Guarantee Contract numbered
Gong ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ Longhua Zi 2004 Nian No.004 (“Original Guarantee
Contract”) entered by Party B and Party C.
Party
B
has agreed to such extension of the Loan under the Original Loan Contract
entered with Party A. In order to clarify the rights and obligations of parties
in the term of extension and in premises of the validity of the Original Loan
Contract and Original Guarantee Contract, the parties have reached the following
agreements.
| 1. |
Party
A has borrowed a loan of RMB 4,000,000 Yuan and has repaid ▇▇▇ ▇
▇▇▇▇. ▇▇
▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ 4,000,000 Yuan shall be repaid during the term of
extension.
|
| 2. |
The
term of the Original Loan Contract is from September 13th
2004 to September 12th
2005 and the term of extension is form September 12th
2005 to March 11th
2006.
|
| 3. |
Interest
of the Loan during the term of extension is fixed interest rate per
annum
5.76 % (or
monthly interest rate 4.8
‰)
|
If
the
People’s Bank of China adjusts the rate during the term of extension and such
adjustment is applicable to the Loan, Party B is entitled to calculate interest
on the Loan at the interest rate and in the method after the adjustment without
informing Party A.
| 4. |
The
Loan of the Agreement shall be repaid in one trenche before the expiry
of
extension term.
|
| 5. |
If
Party A fails to make timely payment for the principal and interest
of the
Loan under this Agreement, Party B is entitled charge interest on
the
default amount at the interest rate equaling to 1.3 times of the
normal
loan interest rate. Party B is also entitled to charge interest on
overdue
interest.
|
| 6. |
Party
C shall still undertake the joint and several guarantee liabilities
stated
in the Original Guarantee Contract numbered
Gong ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ Longhua Zi 2004 Nian No.004. But the term of
guarantee is changed to two years from the next day of the expiry
date of
the extension term. If Party B declares to withdraw the Loan before
due
date in accordance with the previsions of the Original Loan Contract,
the
term of guarantee shall be two years from the next day of the repay
date
stated in the notice issued by Party
B.
|
| 7. |
The
Original Loan Contract and the Original Guarantee Contract still
remain
effective except that additional rules reached in this Agreement.
Remaining issues shall be adjusted and explained by the Original
Loan
Contract and the Original Guarantee
Contract.
|
| 8. |
Attachment
of this Agreement constitutes an integral part of this Agreement.
It
includes a Confirmation Letter for Important Contract Obligation
Reminder.
|
| 9. |
This
Agreement shall become effective once it is signed and stamped by
all the
three parties to the date that all payments under this Agreement
and the
Original Loan Contract are paid
off.
|
| 10. |
This
Agreement is executed in 5 counterparts with each party holding one
copy
and they are of the same legal
force.
|
| 11. |
Miscellaneous
|
| 10.1 |
Party
A shall conduct the property mortgage procedure as supplemental guarantee
of extension within two months from the commencing date of the extension
term otherwise Party B is entitled to withdraw all the amount of
the Loan
before due date.
|
| 10.2 |
Party
A shall inform Party B in advance and obtain consent from Party B
for its
guarantee to other party, capital expenditure, restructuring of assets
and
flow of vast amount, etc.
|
| 10.3 |
Party
A promises to conduct bank balance through Party B for its newly
added
export.
|
-2-
PARTY
A: WINNER INDUSTRIES (SHENZHEN) CO., LTD. (official seal)
LEGAL
REPRESENTATIVE: ▇▇▇▇▇▇▇▇ ▇▇
DATE:
September 12th
2005
PARTY
B: LONGHUA BRANCH OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA (official
seal)
PERSON
IN
CHARGE (AUTHORIZED REPRESENTATIVE): ▇▇▇ ▇▇▇▇
DATE:
September 12th
2005
PARTY
C:
WINNER
MEDICAL ú
TEXTILE LTD. TIANMEN (official seal)
LEGAL
REPRESENTATIVE: ▇▇▇▇▇▇▇▇ ▇▇
DATE:
September 12th
2005
WINNER
MEDICAL ú
TEXTILE LTD. JINGMEN (official seal)
LEGAL
REPRESENTATIVE: ▇▇▇▇▇▇▇▇ ▇▇
DATE:
September 12th
2005
WINNER
MEDICAL ú
TEXTILE LTD. YICHANG (official seal)
LEGAL
REPRESENTATIVE: ▇▇▇▇▇▇▇▇ ▇▇
DATE:
September 12th
2005
-3-
Attachment
Confirmation
Letter for Important Contract Obligation Reminder
| To: |
Shenzhen
Longhua Branch of Industrial and Commercial Bank of
China
|
As
a
party to the Extension Agreement (Contract number: ) to be sighed with your
good
bank, we hereby confirm that we have paid due attention to the underlined
clauses stipulating the major obligations of our side and we accept such
clauses.
Confirming
Party (official seal): Winner Industries (Shenzhen) Co.,
Ltd.
Legal
representative (signature): ▇▇▇▇▇▇▇▇ ▇▇
September
12th,
2005
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-4-
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