Comprehensive Credit Contract with Quanzhou Branch of Bank of Communications (No.: 3550052009C900001300) for RMB 35 million
Exhibit
10.41
[English
translation for reference only]
Comprehensive
Credit Contract with Quanzhou Branch of Bank of Communications
(No.:
3550052009C900001300) for RMB 35 million
Important
Notice: Any applicant for the credit shall read through this contract carefully,
special attention shall be paid to the articles marked with 
.
.Applicant:
Guanke (Fujian) Electron Technological Industry Co Ltd
Legal
Representative (Principal): Tin Man Or
Legal
Address:
Postal
Address:
Creditor: Quanzhou
Branch affiliated to Bank of Communications Co Ltd
Principal: ▇▇▇▇▇▇▇▇
▇▇
Correspondence
Address: ▇▇.▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇
Whereas
the Applicant applied for the comprehensive credit line and to define rights and
responsibilities of both parties hereto, the Applicant and the Creditor, through
mutual negotiation, hereby agree to make this Contract as follows.
Article
I. Definitions
Unless
otherwise stipulated, the terms used in this contract are defined as
follows:
“Comprehensive
Credit” refers to various types of credit products that the Creditor provides to
the Applicant. The types of the credit products include RMB or foreign currency
current funds loan,, hypothecated loan on export rebate account, bank
acceptance, import letter of credit, packing loan, import bill advance, import
collection finance, import outward remittance financing, export finance, export
invoice finance, letter of guarantee or other credit products the Creditor has
to offer.
“Comprehensive
credit line” is the upper limit of the total credits applied by the
Applicant.
“Categorization
of quota” is the upper limit of each credit product.
“Credit
balance” refers to the total amount remaining to be used under the line of
credit. The credit balance refers to the total amount of effective bank
acceptance/letter of credit/letter of guarantee plus the amount of bank
acceptance/letter of credit/letter of guarantee that does not paid by the
Applicant .
“Balance
of the categorization quota” refers to the amount remaining to be used under the
line of credit plus the amount of bank acceptance/letter of credit/letter of
guarantee that does not paid by the Applicant
“Period
for the line of credit” refers to the period that the Applicant requests in
light of this contract, the actual period starts from the date of extension of
the letter of credit. The period of each credit line shall be set in the
Application for Usage of Credit Line. The period for the line of credit for this
contract is from April
9th, 2009 to March 30th, 2010.
“Credit
Line” refers to the comprehensive line of credit and/or categorization
quota.
“Loan
pledged with an export tax rebate custody account” refers to short-term current
loan pledged by the account receivables associated with the export tax
rebate.
“Import
finance” refers to short-term loan extended to the Applicant upon written
application. The loan is to be used to settle the payment shown on the import
letter of credit. The Applicant shall pay back the loan and interests arising
therefrom in accordance with the loan rate and the period agreed by the two
parties.
“Import
collection finance” refers to the short-term financing upon written request from
the Applicant to settle the payment for import of goods through the D/P. The
Applicant shall pay back the loan and interests arising therefrom in accordance
with loan rate and period agreed by the two parties.
“Import
outward remittance financing” refers to the financing for the payment to be
wired via telegraphic transfer to the receiver’s bank account. The financing is
extended upon written request by the Applicant to settle payment for the import
goods having arrived at the designated port. The Applicant shall pay back the
loan and the interests arising therefrom in accordance with the loan rate and
the period agreed by the two parties.
“Export
finance” refers to the short-term loan extended to the Applicant upon written
application with a complete package comprised of letter of credit and the
supporting invoices or documents. The Applicant shall pay back the loan and
interests arising therefrom in accordance with the loan rate and the period
agreed by the two parties.
“Finance
associated with export collection” refers to the short-term financing upon
written request from the Applicant to facilitate the export and ensure timely
export collection. The Applicant shall pay back the loan and interests arising
therefrom in accordance with loan rate and period agreed by the two
parties.
“Export
invoice finance” refers to the short-term financing upon written request along
with supporting invoices and other export documents from the Applicant. It is
applicable to the T/T settlement for the export only.
Article
II Credit Line
2.1
Comprehensive credit line is RMB50
million.
2.2
Applicable to the following credit products marked with “V”:
V RMB
working capital loan
Foreign
currency working capital loan
Loan
pledged by export rebate
V Bank
Acceptance
Letter of
Guarantee
Letter of
Credit
Import
finance
Finance
associated with import collection
Import
outward remittance financing
Package
loan
Export
finance
Export
invoice finance
The
credit line is categorized as follows,
|
Type
of credit
|
Currency
|
in
capital letters
|
||
|
Working
capital loan
|
RMB
|
THIRTY
FIVE MILLION
|
||
|
Bank
Acceptance
|
|
RMB
|
|
FIFTY
MILLION
|
2.3 The
upper limits for each type of credit, set forth herewith 2.2, is subject to the
upper limit for the respective type of credit and the comprehensive credit
line.
Article
III Conditions precedent for the use of the credit line:
3.1
Common conditions precedent for the use of the credit line
(1) The
credit balance shall not exceed the comprehensive credit line and the
categorized credit balance shall not exceed the line of credit applied to each
category of credit
(2) The
amount of credit being applied shall not exceed the remaining amount of the line
of credit and the categorized line of credit.
(3)
Application of the credit shall be submitted within the period stipulated in
this contract
(4) In
case that the contract of guarantee (if exists) under this agreement is
effective and continues to be effective, and the contract of guarantee is the
pledged contract, the pledged property shall be established and remains
effective.
(5) The
Applicant shall be obliged to obtain all the government recognition, approval
and registration to facilitate the application and usage of the line of
credit.
(6) The
application materials shall be in compliance with the relevant regulations of
the Creditor
(7) No
material negative development in the operation and financial conditions of the
Applicant
(8) The
Applicant does not breach the contract
(9) The
application materials shall abide by the conditions precedent for each category
of credit
3.2
Conditions precedent for the use of working capital loan
(1) The
loan is used for working capital
only
(2) The
loan period shall not exceed 12 months and shall
be paid back no later than September 30,
2010
3.3
Conditions precedent for the use of loan pledged by export
rebate
N/A
3.4
Conditions precedent for the use of bank acceptance
(1)
Collateral equivalent to the 30% of the amount
shown on the bank acceptance shall be provided or deposited in the certificate
of deposit issued by the Bank of Communications.
(2) All
the application documents submitted by the Applicant shall be true and
legal
(3)
Processing fee is paid in accordance with the instruction from the
Creditor
(4) The
bank acceptance shall not exceed six months and shall be no later than September 30,
2010
(5) Exposure rate shall be
0.4%
3.5
Conditions precedent for the use of import letter of credit
N/A
Article
IV Use of credit line
4.1 The credit line
is the maximum amount of credit granted to the Applicant. The signing of this
contract does not guarantee the actual extension of the maximum amount of credit
to the Applicant. The Applicant shall fill out and submit the Credit Usage
Application Form for each application, which is to be reviewed and approved by
the Creditor
4.2 The type of credit, currency, amount, usage, period and loan rate stipulated
in the application form shall supersede the corresponding terms in this
contract
4.3 The use of the credit shall refer to the documents, certificates and
invoices that the Creditor keeps during the effective period of this
contract.
4.4 If the currency
recorded in the application form is different from the one stipulated in this
contract, the calculation of the credit balance shall be based on the interest
rate at the opening of the business hours. 4.5 If the Applicant
becomes the “actual controlling shareholder” of the Guarantor, before a
satisfactory resolution that guarantees the loan for the Applicant, the Creditor
has the right to suspend or cancel the remaining amount of the line of
credit. Article V Representation and
Guarantee by the Applicant5.1 The
Applicant is established in legal and in good standing to be able to fulfill the
obligations stipulated in this contract and assume civil responsibility that may
be arising therefrom.
5.2 The
signing and execution of this contract reflect the genuine intention of the
Applicant and have obtained all the necessary review, approval and
authorization.
5.3 All
the documents, tables, material and information provided by the Applicant shall
be true, accurate, complete and effective. There is no intention of hiding any
information that may affect the financial conditions and repayment ability of
the Applicant.
5.4 The
Applicant is not the shareholder or “actual controlling shareholder”, as defined
in the Company Law, of the Guarantor, nor does it plan to be the shareholder or
actual controlling shareholder of the Guarantor.
Article
VI Obligations of the Applicant
6.1 The
Applicant shall obtain all necessary approval, review, report, filing or
registration before execution of this contract and the credit line
application.
6.2 The
use of the credit shall be in compliance with this contract and the application
form. Misappropriation is forbidden.
6.3 The
Applicant shall repay the loans in accordance to the timetable and amount
stipulated in this contract and the application form. Unless otherwise
stipulated, the Applicant is not allowed to repay in advance without written
notice of approval by the Creditor
6.4 The
Applicant shall be obliged to the charges related to the notarization,
appraisal, evaluation and registration for this contract 6.5 The
Applicant shall abide by the regulations and practices of the Creditor,
including but not limited to periodically provide financial reports and other
information that may be requested by the Creditor, and ensure the documents,
material and information are true, complete and accurate 6.6 The
Applicant shall notify 30 days in advance and in written the following events
and shall not take any actions, explained as follows, without reaching a
solution with the Creditor:(1) Sell,
donate, rent, lend, transfer, mortgage or pledge, or disposal total or majority
of assets or major assets;
(2) Major
changes in the incorporation or ownership structure of the operating entity,
including but not limited to contract out, lease, cooperate, reformation, sales,
mergers and acquisitions, joint venture, spin-off, set up a subsidiary, transfer
of property rights, or reduction of registered capital, etc.
6.7 The
Applicant shall notify the Creditor the following corporate actions within 7
days:|
(1)
|
Amendment
to the Article of Incorporation, Company name, legal representative
(managing staff), domicile, postal address, scope of business, or any
decision that could materially affect the financial conditions or
personnel;
|
|
(2)
|
The
Applicant or Guarantor may or possibly apply for bankruptcy or have been
requested by any lender to file for bankruptcy
application;
|
|
(3)
|
Involved
in any lawsuits, arbitration, administrative regulation, or asset
assurance or other legal orders;
|
|
(4)
|
Guarantor
for a third-party may materially affect the financial standing or the
fulfillment of the obligations in this
contract;
|
|
(5)
|
The
signing of major contract which may materially affect its operation and
financial standing
|
|
(6)
|
The
Applicant or the Guarantor suspends business, dismissal of employees,
suspends business for reform or the business licenses are canceled or
revoked;
|
|
(7)
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Breach
of regulations or laws by the legal representative (senior
manager) or other major
managers;
|
|
(8)
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Difficulty
in operation and financial conditions, or other events that may have
negative impact on the Applicant’s operation, financial conditions or
repayment ability;
|
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(9)
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The
total amount of the related party transactions reaches or exceeds the 10%
of the net asset value which is confirmed by the auditor in the most
recent auditing.
|
|
(10)
|
The
Applicant becomes the “actual controlling shareholder” of the Guarantor
before the clearance of all the loans stipulated in this
contract.
|
6.8 The
Applicant shall timely provide other assurance in case of any changes that may
negatively affect the loans by the Creditor.The
“change” hereto includes but is not limited to: mergers and acquisitions,
spin-off, operation suspension, closure of operations, reform by the Guarantor,
or the cancellation or revoke of the business license for the Guarantor. apply
for bankruptcy or have been requested by any lender to file for bankruptcy
application; the Guarantor’s involvement in any lawsuits, arbitration,
administrative regulation, or asset assurance or other legal orders which may
result in the reduction of the value of the pledged assets; breach of
regulations or laws by the legal representative (senior manager) or
if the Guarantor is an individual, the Guarantor’s missing or dead; the
Guarantor breaches the articles of this contract; dispute between the Guarantor
and the Applicant; the property of the pledged assets is not established or does
not have legal force; or other events that may affect the safety of the credit
of the Creditors.
Article
VII Others
N/A
Article
VIII Advance loan maturity
8.1 Any
of the following events may constitute “event for advance loan
maturity”.
(1) Fake
expression or assurance by the Applicant in this contract or any of the
application document;
(2)
Breach of this contract or any of the application document by the
Applicant
(3) The
occurring of any events described in 6.7 may cause the Creditor to consider the
negative influence on the safety of its credit
(4)
Delayed execution of contract or other default even after the notification by
the Creditor
8.2 The
Creditor shall have the rights to:
(1)
Decrease, suspend or cancel the credit line in this contract
(2) Declare the maturity
date of the loans partially or in whole of this contract, require the Applicant
to repay the total loans and interests arising therefrom. Involving in bank acceptance, letter of credit, guarantee letter and other credit extension varieties, the
applicant shall,
according to Credit Line Service
Application, supplement and submit margin immediately to meet the requirement and amount of bank acceptance L/C, which is opened
but unpaid yet.
Article VIV Breach of
contract9.1
Failure to repay the loan or interest may be fined to repay additional interest
which shall be 20% higher than the
loan rate agreed in the application.
9.2 The
Applicant, after breaching of the contract, shall pay for the charges in
connection with lawsuits, arbitration, asset assurance, announcement, execution,
legal, trips and others
9.3 The
Creditor has the right to report or announce via news media if the Applicant
intentionally escapes the supervision of the Creditor, delays loan and interests
payment, etc.
Article VV Authorization of
money transfer10.1 The
Applicant hereby authorize the Creditor to deduct the amount for the loan
principal, interests, fine, or other charges from any bank account opened in the
Bank of Communications by the Applicant.
10.2 The
Creditor shall inform Applicant the bank account No., contract No., Serial No.
of the application form, the No. of the borrow document or other bank documents,
the amount deducted and the loan balance.
10.3 If
the balance of the bank account could not cover the total amount due and if the
period of overdue is less than 90 days, the priority of repayment shall be given
to the unpaid expenses, followed in order by the interests, the fine, the
compound interests and the principal. If the period of overdue is more than 90
days, the priority of repayment shall be given to the unpaid expenses, followed
in order by the principal, the interest, the fine and the compound
interests.
If the
balance of the bank account could not cover the amount of loan which is in the
form of bank acceptance, letter of credit or letter of guarantee, the repayment
priority shall be given to the unpaid expenses, the principal due and the
interests due.
10.4 The
exchange rate on the spot of the deduction shall apply if the currency of the
bank account differs from the currency of the loan
Article
VVI Dispute Resolution
Any
dispute arising from this contract shall be resolved through filing litigation
with the local court where the Creditor is located. The two parties shall
continue to fulfill obligations not involved in the litigation.
Article
VVII Credit Usage Application Form
The two
parties shall sign the Credit Usage Application Form which is an appendix and
undivided section of this contract. The content filled in the application form
shall supersede this contract if there is any discrepancy.
Article
VVIII Miscellaneous
13.1 The
contract shall be signed by legal representative (principal manager) or
authorized representative and sealed with official chop of both the Applicant
and the Creditor.
13.2 The
contract is made in triplicate, the
Applicant, the Creditor and the Guarantor shall each keep a copy.
(No
articles hereafter)
|
The
Applicant has thoroughly read all the provisions contained in the
contract. The Creditor has explained such provisions upon the Applicant’s
request. The Applicant has no objection to any contents
thereof.
|
|
Applicant
(official seal)
|
Creditor
(official seal)
|
|
|
Guanke
(Fujian) Electron
|
Quanzhou
Branch,
|
|
|
Technological
Industry Co Ltd
|
Bank
of Communications
|
|
|
Legal
Representative (Principal officer)
|
Principal
officer
|
|
|
or
authorized representative
|
or
authorized representative
|
|
|
(Sign
and seal)
|
(Sign
and seal)
|
|
|
Tin
Man Or
|
||
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Date
of signing: April 9, 2009
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|
Date
of signing: April 9, 2009
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