Shanghai Pudong Development Bank Mortgage Contract of Movables (Single) Shanghai Pudong Development Co., Ltd. Xi’an Branch
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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Shanghai Pudong Development
Bank(Single)
Shanghai
Pudong Development Co., Ltd. Xi’an Branch
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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Code:
YB7201201028009101
Mortgager:
Xi’an Xilan Natural Gas Co., Ltd
Mortgagee:
Shanghai Pudong Development Stock Co., Ltd Xi’an Branch
Whereas:
To ensure
that the debtor follows various duties fully and timely under the main contract
(see details in article 10 of the contract), ensure the realization of credit of
creditor, the mortgager is willing to provide mortgage guarantee with the
collateral under the contract voluntarily and it bears guarantee
responsibilities for all the liabilities of the debtor under the main
contract.
Through
inspection, the creditor agrees the mortgager to provide mortgage guarantee. The
contract is stipulated to make the rights and duties of the two parties for the
two parties to follow.
Article
1 Collateral
See
details for collateral in article 10 of the contract and appendix I of the
contract.
Article
2 Main credit and mortgage guarantee
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1.
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Main
credit be guaranteed
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(1)
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The
detailed conditions of the main credit under the contract are illustrated
in article 10 of the contract.
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(2)
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The
“due” and “expiry” in the contract includes condition that the creditor
declares due in advance.
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2.
Guarantee scope
The
guarantee scope besides the main credit in the contract associates with interest
generated(the interest in the contract includes interest, fine interest and
compound interest), fine for breach, damage liquidated, handling charge and
other expenses for signing and fulfilling of the contract and expenses for
realizing guarantee right and credit (including but not limit to disposal
expenses, tax, claim expenses, auction expenses, charges of lawyers and expenses
for accommodation and traveling) and cash deposit added on the request of
creditor after the main contract is effective.
3.
Priority of compensation
The
mortgagee enjoys primary priority of compensation. The mortgagee can enforce
mortgage right directly under the contract rather than enforce the guarantee
right(if any) to the creditor antecedently. The mortgager agrees that under no
condition, the mortgagee does not enforce or not enforce any right under the
loan documents with creditors in time, including but not limit to credit, the
security right and breach remedy right should be regarded as be negligent or
quit to enforce the rights and will not affect his fully enforcing rights under
the contract.
4.
Alternation of the main contract
The
rights and benefits of the creditor under the main contract will not be affected
under conditions such as that the creditor gives any moratorium to the debtor,
any delayed repayment term or the creditor and debtor modify, alter and displace
any clause of the main contract; if above conditions occur, it is regarded as
that the mortgager has agreed ▇▇▇▇▇▇▇▇ and the guarantee responsibilities will
not be relieved for above reasons.
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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If the
creditor issues opening letter of credit, letter of guarantee or spare letter of
credit to the debtor under the main contract, it is not necessary to get the
permission of the guarantor or notify the guarantor further if the creditor and
debtor make any modification to letter of credit, letter of guarantee or spare
letter of guarantee under the main contract; the modification will be regarded
that has been agreed by the guarantor in advance and the guarantee
responsibilities of the guarantor will not be relieved for above
reasons.
Article
3 Registration of the collateral
1. The
collateral under the must be registered legally and the two parties should
handle collateral registration with related materials and the contract in 7 bank
business days since the contract is signed ; the contract comes into force on
the date it is registered.
On the
request of the mortgagee, the mortgager should also handle notary of compulsory
enforcement effect in the authority designated by the mortgagee and the
mortgager accepts the compulsory enforcement voluntarily.
2. the
collateral under the contract does not belong to legal compulsory registration
requirements, the two parties should handle collateral registration with related
materials and the contract in 7 bank business days since the contract is
effective since it is signed.
3. If
there is collateral must be registered in accordance with laws as well as
collateral be registered voluntarily, different collaterals should be handled
registration procedures according to regulations for above two clauses and the
contract comes into force on the date the mortgage registration for the contract
is finished.
4. If the
mortgagee and debtor have reached agreement on extending the term for the
fulfilling term, it does not need to get the agreement of mortgager. The
mortgagee should handle renewal registration in original registration authority
together with mortgagee within 30 bank business days before due of liability
fulfillment term with extending related agreement , original Registration
Certificate of Enterprise Movables Collateral and other related statement
documents (if any). The extending related agreement comes into force on the date
that the mortgagee reacquires the Registration Certificate of Enterprise
Movables Collateral and other certificate documents.
5. The
mortgager should hand over the various documentations, certificate documents,
and mortgage registration documents related to the collateral to mortgagee for
storage.
6. 7 bank
business days from the mortgager repays off or liquidates all the credit
guaranteed with the collateral, the mortgager should apply to the mortgagee in
writing and the mortgagee should hand back the kept mortgage documentation and
other related certificates after inspection and the mortgagee has no duty any
more; the mortgager should handle cancellation procedures in original
registration department.
Article
4 Insurance of collateral
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1.
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The
insurance covering duty of the mortgager is listed as
follows:
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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(1)
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On
the request of mortgagee, the mortgager handles property insurance of
enough amounts to the collateral whose first beneficiary is the mortgagee
in insurance company recognized by mortgagee within five days after the
contract is signed.
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(2)
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If
it is impossible to handle property insurance with the mortgagee as the
first beneficiary, related equity transfer or alternation procedures
should be handled according to item (3) in the article after handling
insurance whose first beneficiary is not the
mortgagee.
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(3)
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if
the mortgager has handled corresponding property insurance to the
collateral before signing the contract, he should transfer all the
benefits (including claim and insure benefit) stated in Contract of
Insurance or handle insurance benefit transfer or change procedures 5 days
after the contract is signed till the mortgager has all the credits
guaranteed with the collateral to the mortgagee, which should be agreed or
noted in the insurance cover or insurance
contract.
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2. The
insurance benefit of the mortgagee should not less than amount of all credits
guaranteed with the collateral and the due date for the insurance should be six
months after the expiry of liability fulfillment under the main contract; but
before credits under the main contract are liquidated, the mortgagee has right
to ask the mortgager to continue to purchase insurance according to the article
till all the credits under the main contract are liquidated.
3. Before
the debtor liquidates all the credits guaranteed with the collateral, if there
is insurance accident, all the benefits under the insurance contract will be
accepted and distributed by the mortgagee. The insurance benefits and
compensation fund will be deposited to account designated by the mortgagee as
the mortgage property of main contract to liquidate all the credits in advance
or liquidate when the credit is due. If there is remnant, the remnant part will
be returned to the mortgager after liquidation. If there is any damage to
collateral , while the insurance benefit paid by the insurance company is not
enough to pay all the liabilities or the damage is not in insurance scope, the
mortgagee has right to ask the mortgager to liquidate the short part or add
corresponding insurance.
4. The
mortgager should hand over the insurance contract and other related legal
documents to the mortgagee for keeping and pay related insurance premium and other related
expenses in time and observe guarantee in insurance contract and other
requirements and provide latest payment receipt of insurance premium and all or
any related insurance cover and payment receipts on the request of
mortgagee.
5. It is
not allowed to modify or alter Insurance contract and other related legal
documents without prior written permission of the mortgagee. It is not allowed
to relieve duties that the insurance company undertakes, terminate rights and
power in the above legal documents and it is not allowed to quit right claim to
behaviors of breach in above legal documents and it is not allowed to be against
duties in the insurance contract.
6. Under
the condition that the mortgager does not fulfill the responsibilities, the
mortgagee can purchase insurance for the mortgager (but not necessary), while
the related expenses will be paid to the mortgagee in 7 days after receiving
notice of the mortgagee.
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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7. During
the insurance term, the mortgager must hand in insurance premium timely and
should not break up the insurance with any reasons. Otherwise, the mortgagee has
right to apply for insurance for him to continue the above insurance and
mortgager must pay the premium and related interests paid by mortgagee for him
in 7 days after receiving notice of the mortgagee.
Article
5 Disposal of the collateral and realization of mortgage right
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1.
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Under
following conditions, the mortgagee has right to dispose collateral to
realize mortgage right or to make up insurance
premium.
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(1)
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The
debtor breaches clauses under the main
contract;
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(2)
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There
is condition that the creditor can realize credit in
advance;
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(3)
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The
mortgager breaches the clauses under the
contract;
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2.
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As
above article, the mortgagee has right to negotiate with mortgager to
amortize with the collateral or gets compensation with money by auctioned
or sold the collateral; if they can not get agreed, the mortgagee has
right to sue to people’s court.
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3.
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After
the mortgagee disposes the collateral, if the mortgagee has made advances,
money from disposing mortgagee will be used to liquidate all the credits
guaranteed with the collateral; if the mortgagee does not make advances,
the money from disposing the collateral will be transferred to the special
cash deposit account that the mortgagee sets for the debtor’s external
payment and as cash deposit when mortgagee make
advances.
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Article
6 Representation and guarantee
1. The
mortgager makes following representations and guarantee to the
mortgagee:
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(1)
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The
mortgager is an independent legal body that is of essential right
abilities and can fulfill duties under the contract with its own name and
bear civil responsibilities
independently.
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(2)
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The
mortgager has right to sign the contract and has finished all the
authority and approval for entering into the contract and fulfilling its
duties under the contract. All the clauses are the expressions of true
intention and interest , which the mortgager
legally.
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(3)
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The
mortgager promises to observe laws and principles. The signing and
fulfillment of the contract will not be against the laws that the
mortgager should follow(the laws in the contract refer to laws,
regulations, rule , local regulation and judicial interpretation,
regulations, related documents of authority department , judgment and
adjudication ; the signing and fulfillment of the contract should not
conflict with any contract, agreement and that the mortgager has signed or
other duties the mortgager should
bear.
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(4)
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The
mortgager promises that all the financial statements he has offered are in
accordance with laws of People’s Republic of China and the statements
reflect the financial status of the mortgager truly, completely and
fairly; what’s more, all the materials and document information that the
mortgager supplies during the process of signing and fulfilling the
contract is true, effective, accurate without any
disguise.
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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(5)
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The
mortgager guarantees to complete the record, registration and other
procedures necessary for fulfilling of the contract and pay related tax
and expenses.
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(6)
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Since
the issue of the lasted audited financial statement , there is no
disadvantage change for the operation condition and financial status of
the mortgager.
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(7)
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The
mortgager has enclosed the truth and status what he know or he should know
which are significant to mortgagee’s deciding whether allow financing
under the main contract.
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(8)
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The
mortgager confirms that there is no delinquency or will not turn up any
delinquency including but not limit to employee’s salaries, medical care,
injury subsidiary, gratuity and other compensation fund these
conditions.
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(9)
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The
mortgager guarantees there is no condition or case that brings or may
bring great disadvantage effect to fulfillment ability of the
mortgager.
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2.
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The
mortgager further promises as
follows:
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(1)
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Since
the contract is signed, there is no any mortgage right, lien and other
guarantee benefit that the mortgagee is not clear; in the duration for
mortgage under the contract, besides the regulations of the contract, the
mortgager guarantees that he will not set mortgage right, lien and other
guarantee benefit to any other third party besides mortgagee without
written permission of the
mortgagee.
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(2)
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The
mortgager promises that during the validity term of the contract, the
mortgager should not repay off other liabilities associated with the
collateral without prior written permission of the
mortgagee.
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Article
7 Covenants
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1.
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Duties
of the mortgager
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(1)
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The
mortgager promises not to adopt following actions without getting written
permission of the mortgagee:
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¨
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Sell,
donate, lease, transfer, mortgage or pledge or dispose great capital in
whole or in part in other modes.
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¨
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There
is great alternation for operation system or equity organization type ,
including but not limit to contracting, leasing, joint-operation, reform
of company system, stock system reform, transfer of equity, merging ,
joint adventure (or cooperation), separation, establishment of
subsidiaries , equity transfer and capital reduction
etc..
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¨
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Modify
the regulations of the company, change the business scope and main
business of the company
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¨
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Guarantee
for the third party which brings disadvantage effect to fulfilling ability
and financial status under the
contract.
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¨
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Apply
for restructuring, bankruptcy or dismissing the
company
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¨
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Sign
contract/agreement or bear duties which will greatly affect the fulfilling
ability under the contract
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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(2)
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The
mortgager promises if following cases occur, he will notify the mortgagee
on the date that the matter occurs and send the originals of related
notices( requiring seal for non-natural person and approval for natural
person) of the matter in five bank business days to the
mortgagee.
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¨
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Events
happen lead to inaccuracy and unreality of the representations and
guarantee of the mortgager under the
contract.
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¨
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The
mortgager or its holding shareholders, actual controller or its related
party associates with claim, arbitration or its capital is levied,
attached, frozen and enforcement measures or be adopted other measures
with same force, or its legal representative, directors ,supervisors ,
senior management personnel associate with claim, arbitration and other
enforcement measures.
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¨
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The
legal representative of the mortgager(if any) or its authorized agent,
principal, chief financial principal, address, name of enterprise and
business site alternation or there is disadvantage change for dwelling
address of the mortgager, normal dwelling place, change of working unit,
or not being in the dwelling city for long, change of name or change of
income.
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¨
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The
ownership of the collateral arises dispute or there is any disadvantage
effect from third party to the
collateral
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¨
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It
is applied for restructuring and bankruptcy by other creditor or cancelled
by the authority unit.
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(3) If
the third party puts forward any right requirement which affects the benefits of
the mortgagee under the contract, the mortgager should take all the applicable
measures to ensure the benefits of the mortgagee.
(4) The
mortgager should bear all the expenses under the contract for evaluation of the
collateral, registration, notary, appraisal, and insurance, keeping, sustaining
value of the collateral and maintaining the benefits of the mortgagee under the
contract.
(5) If
the creditor issues letter of credit, letter of guarantee or spare letter of
credit under the main contract to the debtor, the mortgager promises that if the
debtor does not make up cash deposit (including make up in advance), the
mortgager will bear joint responsibility for making up the deposit and the
mortgager will not be relieved from his responsibilities under the contract. Any
loss (including interest loss) occurs if the mortgager make the cash deposit in
according with the contract should be borne by himself.
(6) When
the mortgagee realizes mortgage right according to the contract, the mortgager
should coordinate actively to handle related procedures to ensure the
realization of mortgagee’s mortgage right.
(7) If
the mortgager is not debtor of the main contract, he promises here that he bears
joint responsibilities for liabilities not liquidated for any of following
cases:
¨ The
mortgagee disposes the collateral legally, but the money from auction or sale of
the collateral is not enough to liquidate all the liabilities under the main
contract or the amortization of the collateral is not enough to liquidate all
the credits under the main contract.
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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¨ If the
collateral is damaged or lost not due to fault of mortgagee, in addition, the
compensation fund and insurance benefits for damage and loss are not enough to
liquidate main liabilities.
¨ The
mortgagee can not enforce or lose the mortgage right under the contract not due
to the mortgagee;
¨ The
contract has not been effective, or is invalid or be cancelled due to the
mortgager himself.
2.
Deduction agreement
(1) If
the mortgager has due liabilities, the mortgagee has right to deduct capital in
any account that the mortgager opened in Shanghai Pudong Development Bank to
liquidate the due liabilities.
(2) The
liquidation order of deduct amount should be firstly to pay off the due expenses
of mortgager and debtor, furthermore to pay off due interest and finally to pay
off due off principal capital unless otherwise stipulated by national
authority.
(3) If
the currency deducted does no conform with currency for liquidation, the
mortgagee has right to pay off according to exchange rate/foreign exchanges he
decides on his own and the exchange rate risk will be borne by the mortgager
himself.
3. Credit
certificate
The
effective documentation of credit guaranteed with the collateral refers to
accountant documentation issued by the mortgagee according to his own business
stipulations.
4. Notice
and delivery
(1)Any
notice sent by one party to the other party under the contract should be sent to
addresses listed in the contract till the other party notifies for altering
address in writing ; as long as sending according to above address, it will be
regarded as successful sending on following date: if it is letters, it will be
7th bank business days since they are sent by registered letter to the main
business site(legal person or its branches or other economic organization) or
dwelling place(nature person); if the sent specially, the date will be the date
of signing in ; it is sent by fax or email, the date will be the day that the
fax or email is sent out. But
receiving time for all the notices, requirements and other communications that
the mortgagee send or delivers will be actual receiving time. What’s more, all
the notices that sent by fax or email to the mortgagee should be sent to the
originals (requiring seal for non-natural person and signing of natural person)
in person or sent to creditor to confirm.
(2) The
mortgager agrees that summoner and notice taking a legal action to him only be
sent to address listed in the contract that is regarded as receiving and if the
change of above address does not be notified to the mortgagee in advance in
writing, then it is invalid to the mortgagee.
Article
8 Events of default and treatment
1. Events
of default
For
following conditions, it will be regarded that the mortgager breaches the
liabilities to the mortgagee:
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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o Any representation, explanations, guarantee and any notice, authority, approval , agreement and certificate and other certificates issued by the mortgager according to the contract and related to the contract are not correct when made or are of possibility of misleading or has been verified to be incorrect or of misleading feature or has been verified to be invalid or cancelled or be not of legal force. The debtor or mortgager can not repay off the due liabilities he bears or any liabilities, or the debtor breaches or does not follow various duties under the main contract.
¨
Mortgager breaches any covenant in article 7 under the contract.
¨ The
mortgager breaks up his business, stops production, closes , reorganization,
liquidation, be taken over or entrusted, dismissed, the business license is
cancelled or be cancelled or it is bankrupted.
¨ The financial status of the mortgager
worsens or there is serious operation problem and there is event or condition
which may bring disadvantage to the normal operation, financial status and
liquidation abilities.
o The mortgager its
holding shareholders, actual controller or its related party associates with
claim, arbitration or its capital is levied, attached, frozen and enforced or be
adopted other measures with same force, or its legal representative, directors
,supervisors , senior management personnel associate with claim, arbitration and
other enforcement measures, which lead to disadvantage effect to the liquidation
ability of the mortgager.
¨ The
mortgager who is natural person is dead or be declared dead.
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¨
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the
mortgager alters and transfers capital or tries to transfer capital in
guise of marriage relationship.
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¨
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The
mortgager donates, exchanges, pre-sells, sells, re-mortgages or disposes
the collateral in any mode without written permission of the mortgage; or
the value of the collateral decreases, loses or is damaged greatly, which
may affect the repayment ability of the
mortgagee.
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¨
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The
mortgager has other behaviors which are to affect the fulfillment of the
contract or affect the fair benefits of the
mortgagee.
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2.
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Treatment
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If any
event of default as above occurs, the mortgagee has right to declare that the
main credit due in advance and asks the debtor to make up cash deposit and can
dispose the collateral according to article 5, the account from disposing the
collateral will be used to liquidate all the credits guaranteed with the
collateral or be used to make up cash deposit; simultaneously, the mortgagee
also can ask the mortgager to pay penalty (the calculation method refers to the
article 10 in the contract). If the mortgagee incurs loss due to not enough
penalty, the mortgager should compensate all the losses that the mortgagee
incurs.
Article
9 Others
1.
Applicable laws
Laws of
People’s Republic of China (excluding to that of Hong Kong, Maco Special
Administrative Region and Taiwan area) are applicable to the
contract.
2.
Settlement of dispute
The
dispute arising should be settled through friendly negotiation ; if it can not
be settled through negotiation, the people’s court at the dwelling place of the
mortgagee has exclusive judicial jurisdiction ; during the
period, the two parties should continue to fulfill other clauses not
associating with dispute.
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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3.
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Miscellaneous
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(1)
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If
there is unlisted issue needs to be complemented, the two parties can
negotiate and record in the article 10 of the contract and they can reach
another written agreement as the appendix of the contract. The appendix of
the contract (see details in article 10 of the contract) is a indivisible
part of the contract and it enjoys the same legal force with the
contract.
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(2)
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The
terms and expressions in the contract have the same meaning with the main
contract unless there are special
notes.
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(3)
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The
titles in the contract are just for reference and not served as reference
of the contents.
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Article
10 Contract element clauses
1. The
main contract that the contract guarantees corresponds to whereas clauses of the
contract
(1) The
main contract is fixed assets loan contract signed between the creditor and
debtor on Feb 26, 2010. [Code: 72012010280091]. The creditor under the contract
is loaner.
(2) The
debtor under the main contract is Jinbian County Xilan Natural Gas Liquefaction
Co., Ltd and the business site: South of Tongwan Road, Zhangjiapan town, Jinbian
County.
2. The
collateral under the contract corresponds to the article 1 of the
contract.
See
details of the collateral in collateral list in appendix 1 of the
contract.
List the
details of mortgage rights for collateral with prior mortgage
right:
(Name of
collateral)
The same of the collateral
of this time see details in the list attached.
(Prior
mortgage and guarantee period, guaranteed object, name and code of related
documents (if any) )
Guarantee for 20million Yuan
applied by Xi’an Xilan Natural Gas Co., Ltd to the mortgagee. The code of loan
contract is : 72012009280319
Number of contract of
guarantee: YD 7201200928031901
3. The
main credit guaranteed by the contract corresponds to item (1), clause 1 of
article 2.
þ the main credit
under the contract is under the main contract, the financing that the that the
creditor offers to the debtor will not be over of RMB 120 million Yuan(capital
letter) and the liability fulfillment term (that is loan term in the main
contract ) is 58 months.
x the main
credit guaranteed under the contract is that, according to the main contract and
the creditor offers amount
for (name
of intermediate business) should not
over (currency) Yuan
(capital) or be with liabilities. If the creditor is forced to make advances,
then the main credit will turn to advances that paid by the creditor and the
amount of main credit adjusts according to adjustment agreed in the main
contract.
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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4.Treatment
of event of default corresponds to clause 8, article 2 of the
contract.
penalty:
equal to 10% of the main credit or_________/_____________________
5. The
attachments of the contract including: corresponding to (1), 3rd section
of article 9.
(1)《 List of the
collateral
》
(2)《 》
(3)《 》
(4)《 》
(5)《 》
6.Others
agreed by the two parties correspond to item (1), 3rd clause
of article 9.
7. The
original of the contract is in quintuplicate, while the mortgager holds one, the
mortgagee holds two and the notary agent of the borrower holds two and these
five enjoy the same legal force.
(There is
no text below)
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SPD BANK
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Mortgage contract of movables—special for single
transaction
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(The page is signing page and no text)
The
contract is signed between the mortgager and mortgagee on Feb 26, 2010;
confirmed by the mortgager, the two parties have discussed and noted all the
clauses and the two parties are not doubtful about all the clauses and have
accurate understanding to the related rights and duties and responsibilities or
liability exemption clauses.
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Mortgager
(seal):
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Mortgagee
(seal):
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 |
 |
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Regal
representative or authorized agent (signature or seal)
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principal
or authorized agent
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▇▇
▇▇▇’▇▇
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▇▇▇▇
▇▇▇▇▇▇▇
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(applicable
to legal person)
Valid
identification certification type and code:
_____________________________________________
(Applicable
to natural person)
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Dwelling
place:
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Main
business site:
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Zip
code:
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Zip
code:
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Tel:
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Tel:
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Fax:
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Fax:
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Email:
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Email:
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Contact
person:
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Contact
person:
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