Agreement on Short-term Loans from Shanghai Pudong Development Bank
Exhibit
10.13
Agreement
on Short-term Loans from Shanghai Pudong Development Bank
No:
70012006280806
Borrower:
Wuhan Blower Co., Ltd.
Legal
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇ Science Park, Jiangxia District, Wuhan
Mailing
Address:
Lender:
Shanghai Pudong Development Bank Wuhan Branch
Address:
Whereas
the borrower applies for short-term loans from the lender, the parties hereby
enter into this Agreement for observation in accordance with relative laws,
regulations and provision of the People’s Republic of China.
Article
1 Loan
1.1
The
loan currency under this Agreement is
RMB,
the cap
amount of which is Sixteen
Millionin
Words), and effective evidence for debt owned by the borrower is subject to
the
accounting document issued by the lender according to the operating provisions.
1.2
The
credit period under this Agreement is 12
months,
that
is, from
Oct
19, 2006
to
Oct
18, 2007.
1.3
The
loans under this Agreement shall be only used by the borrower for short-term
fund turnover and may not be used for other purposes.
Article
2 Loan
Rate and Methods of Figuring Interest
2.1
Interest rate under this Agreement:
(1)
In
case
of RMB loans under this Agreement, interest rate shall be interest rate of
The
People's Bank of China at 0.51
(%/month) plus (or minus) 5%.
In
case of adjustment on benchmark interest rate by the State during the Agreement
period, the relevant benchmark interest rate applicable to the loan under this
Agreement shall be adjusted after the first date to accrue interest after the
date of adjustment according to corresponding interest level issued by the
People’s Republic of China. The lender shall notify the Borrower of such
adjustment.
(2)
As
for
foreign exchange loans under this Agreement, annual interest rate shall be
/
%(floating
according to
/
months).
2.2
Interest on loans under this Agreement shall be charged based on 360 days
annually according to actual total drawings and number of days of loan after
the
date of withdrawal.
2.3
Loan
interest under this Agreement shall be paid on the 20th
day of
the last month of each quarter under the Gregorian calendar. As for foreign
exchange loans, loans under this Agreement shall be returned on the day to
accrue the interest, and the borrower must pay the lender mature interest on
the
interest paying date, and hereby authorize the lender to collect the interest
actively from the borrower’s deposit account issued in location of the
lender.
Article
3 Drawing
and Returning of Money
3.1
The
lender shall have no obligation to provide loans under this Agreement unless
the
following conditions occur.
(1)
The
borrower has filled out Debt
and Credit Certificate
and
delivers relevant documents and materials at the request of the lender before
drawing money.
(2)
The
borrower has transacted government permit, authorization, registration and
other
proscribed procedures concerning the loan and shall transact notarization
procedures of this Agreement at the request of the lender.
(3)
Provided
that loans under this Agreement are secured, and proscribed procedures such
as
notarization and registration etc. have been transacted at the request of the
lender, the mortgage shall remain effective.
(4)
No
circumstance of breach of Agreement occurs as listed in Article 7 of this
Agreement.
3.2
(1)
The
borrower shall
Draw
money by installments according to the following drawing plan, but handle the
drawing procedures with the lender 3 bank working days prior to each drawing
date.
|
Date
of drawing by installments
|
Drawing
amount
|
|
|
___/___ M____ /____ D___
/____ Y
|
______/____ (currency)______/_____ (Amount
in words)
|
|
|
___/___
M____ /____ D___ /____ Y
|
______/____ (currency)______/_____ (Amount
in words)
|
|
|
___/___ M____ /____ D___ /____
Y
|
______/____ (currency)______/_____ (Amount
in words)
|
|
|
___/___ M____ /____ D___ /____
Y
|
______/____ (currency)______/_____ (Amount
in words)
|
|
|
___/___ M____ /____ D___ /____ Y
|
______/____ (currency)______/_____ (Amount
in words)
|
Or
Handle
one-off drawing procedures with the lender three (3) bank working days prior
to
the date on which all conditions for money withdrawal as provided herein have
been satisfied.
(2)
After
the borrower has satisfied the conditions of drawing as provided hereunder
and
has completed the drawing procedures in accordance with the preceding paragraph
the borrower shall promptly release the loan.
3.3
The
lender has the right to cancel the remaining part not drawn by the borrower
according to the preceding paragraph, which the borrower shall have no right
to
draw again without consent from the lender.
3.4
The
borrower shall return all loans on the expiry date of the loan and hereby
authorize the lender to collect the money actively from deposit account issued
by the borrower in location of the lender.
3.5
The
borrower shall acquire prior consent from the lender in case of returning the
loan in advance.
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Article
4 Representation
and Guarantee
The
borrower makes the following representation and guarantee at the time of
signature, which shall remain effective during effective period of this
Agreement.
4.1
The
borrower is a corporate (not-for-profit) ; legal person registered and
established according to Chinese laws, which has full rights to its total
assets, and has complete civil capacity to be held responsible for independent
civil liability.
4.2
The
borrower has authorized a representative to sign this Agreement, the articles
of
which are all real declarations of the will of the borrower and have binding
force on the lender.
4.3
Execution and performance of this Agreement by the borrower shall not go against
laws, regulations, rules, adjudications or commands that shall be observed
by
the borrower and not in conflict with the borrower’s Articles of Associations,
or any contract and agreement signed by the borrower or any other obligations
undertaken by the borrower.
4.4
The
borrower guarantees that all its issued financial reports are in compliance
with
relevant laws and regulations of China, which give true and fair expression
of
the borrower’s financial status; and that all documents and materials involved
with this Agreement are true, effective, complete and correct without any
concealed information.
4.5
The
borrower doesn’t conceal any impacts or court cases, arbitration cases,
administrative procedures, attachment actions, compulsory executive procedures
that may impact its signature or execution of this Agreement or result in
important adverse effect on its business or financial status or any other
important adverse events.
Article
5 Agreements
The
borrower and the lender have entered into the following agreements during period
of the loan.
5.1
The
borrower guarantees that it is a legal business and to use the loan as required
by 1.3 of this Agreement, to assist the lender to supervise and check the
circumstances of use of the loan and business status of the borrower and to
provide the lender with monthly and annual financial reports and other relevant
materials required by the lender.
5.2
The
borrower guarantees that it will not carry out contracting, leasing management,
joint management, remolding into stock system, consolidation (merger), joint
investment (cooperation), dividing, establishment of subsidiary companies,
transfer of property rights, decrease of capital, suspension of business,
dissolution, application for bankruptcy or others that may impact rights and
interests of the lender.
5.3
The
borrower guarantees not to make important changes to Articles of Association
or
business scope, sell, lease, transfer or process all or most part of its assets
in other ways without consent from the lender; nor provide guarantees to a
third
party that may result in important adverse effects on its financial status
or
capacity to execute this Agreement.
5.4
The
borrower guarantees not to go against normal returning order to pay off other
loans preferentially, and not to sign any contract or agreement that may result
in a subsumed status of loans under this contact at present or in the future.
5.5
The
borrowers shall pay off principal and interest under this Agreement in the
same
currency, and shall ensure to exchange money acquired from the guarantor into
the loan currency by exchange transactions, adjustment or forward contract
to
pay off principal and interest under instruction of the lender in case that
the
guarantor should pay off the debts in a different currency.
-3-
5.6
In
case of any event that may result in important adverse effects on the
guarantor’s financial status or capacity to perform guarantee obligation, the
borrower guarantees to timely provide another guarantor approved by the
lender.
5.7
The
borrower guarantees to timely inform the lender of the following
matters.
(1)
Inform the lender of any breach of Agreement listed in Article 7 or any facts
that may result in such breach of Agreement in written form 3 days after knowing
the event;
(2)
Inform the lender of any important adverse events stated in 4.5 herein in
written form within 3 days after occurrence of the event;
(3)
Inform the lender of change of legal representative, authorized representative,
mailing address, corporate name, or any important changes in finance and human
sources in written form 10 days in advance.
5.8
In
case of any event listed in 4.5 herein that many impact execution of liabilities
of the borrowers, the lender has the right to process it as stipulated in 8.1
herein.
Article
6 Guarantee
for Debt
6.1
The
following guarantor shall provide the guarantee to the lender for the borrower
in respect of the principal, interest, penalty and relevant charges under this
Agreement (guarantee contract shall be otherwise signed)
(1)
________________(guarantor)
shall provide guarantee; and the Guarantee Contract No. is.
(2)
▇▇
▇▇▇
- ▇▇▇▇▇▇▇▇ Chemistry Factory, Liufang Street, Jiangxia District,
Wuhan (mortgagor)
shall provide real
estate
(estate
under mortgage) as mortgage guarantee; and the Mortgage Contract No. is
ZD7001200628078501,
ZD7001200628078502 .
(3)
____________ (▇▇▇▇▇▇▇)
shall provide ___________
(pledge)
as pledge guarantee; and the Pledge contract No. is ____________ .
Article
7 Events
of Breach of Agreement
7.1
Any
of
the following events are deemed as breach of this Agreement by the borrower;
(1)
The
borrower fails to return or pay off all or part of mature principle and interest
and relevant charges.
(2)
The
borrower fails to perform or goes against representation and guarantee
stipulated in Article 4 herein, or makes false, incorrect or incomplete
representation or guarantee.
(3)
The
borrower has gone against agreements in Article 5 herein.
(4)
The
borrower
violates any other signed loan contract and agreement which results in the
liabilities declared to be premature under the said contract and agreement;
or
the borrower does not pay the due liabilities under other signed loan contract
and agreement.
(5)
Investor for the borrower withdraws his money, transfers assets or transfers
stock rights without authorization.
(6)
The
guarantor has lost or will lose ability to provide corresponding guarantee
with
the loan, or goes against the guarantee documents he has signed.
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(7)
The
borrower goes against other articles (other than this article)
herein.
7.2
That
the lender fails to provide loans as stipulated in 3.2(2) herein is deemed
as
breach of Agreement, except for breach by the borrower as provided in Article
7.1.
Article
8 Handling
of Breach of Agreement
8.1
In
case of one or several events listed in Article 7 herein, the lender can proceed
in one or several of the following actions according to the
situation.
(1)
Declare advanced maturity of principal under this Agreement, all interests
shall
be accrued, and recourse them immediately from the guarantor or borrowers in
various forms.
(2)
Charge penalties and compound interest to overdue loans or loans diverted to
any
other purpose, where interest rate for breach of RMB loans shall be processed
as
stipulated by The People's Bank of China, and that of foreign exchange loans
shall be processed according to 20% more than the original rate.
(3)
Collect part or all of deposit accounts in all business agencies of Shanghai
Pudong Development Bank by the borrower.
(4)
Cancel loan amounts not used by the borrower.
(5)
Request the borrower to provide other guarantees approved by the lender.
(6)
Other
essential actions prescribed by law.
Under
such a situation, the borrower agrees to abandon any right to defense, and
shall
compensate for all losses of the lender caused by breach of this
Agreement.
8.2
The
lender with any breach of Agreement stated in 7.2 herein shall only be liable
for actual losses of borrowers in replaced loans on financial market, that
is,
the differential between replaced loan acquired in normal ways on financial
market by the borrower and interest acquired from the lender. Save from such
liability, the lender shall not undertake any other liability.
Article
9
Other Clauses
9.1
After
this Agreement takes effect, in case of any non-compliance with relevant laws,
regulations or rules issued by the state, both parties hereinto shall timely
negotiate on a supplementary contract to consummate this one under the
precondition that the lender’s loan security and benefit are safeguarded. The
lender keeps the right to accelerate loan expiration and right of immediate
recourse.
9.2
This
Agreement applies to laws of the People’s Republic of China, and disputes
concerning this Agreement shall be under administration of people’s court in
location of the lender’s business.
9.3
This
Agreement goes into effect after signed and sealed by both parties, and expires
after all principle, interest and charges under it have been paid
off.
9.4
Loan
application, loan evidence, loan obligation, corresponding guarantee contract
and relevant documents and materials are indispensable parts of this Agreement,
which have equal binding force with this Agreement.
9.5
Provided that this Agreement has been signed and coded before loan release
for
purposes such as transaction of mortgage registration, the computer system
will
generate another code automatically on loan release. In such a case, both
parties agree that both codes are effective.
-5-
9.6
Provided that this Agreement has been signed and filled with anticipated
beginning and expiry dates of the loan before loan release for purposes such
as
transaction of mortgage registration, the actual date of loan release may not
comply with the anticipated date filled herein. In such a case, the actual
date
of loan release recorded in evidences such as loan note etc. shall prevail.
9.7
The
Agreement is executed in duplicate, with one original retained by each party
and
several copies for later reference.
Borrower:
Wuhan
Blower Co., Ltd. (Seal)
Legal
representative or authorized representative (signature and seal) : /s/ ▇▇
▇▇▇
Lender:
Shanghai
Pudong Development Bank Wuhan Branch
Legal
representative or authorized representative (signature and seal) : /s/ ▇▇
▇▇▇
Opening
bank and Account No. :
Date
of
signature: Oct 19, 2006
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