This document has been translated from Chinese to English] Loan Agreement
[This
document has been translated from Chinese to English]
Agreement No.: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇ (2011) No.001
Loan Type: Institutional
Loan
Borrower (“Party A”): Xi’an
Xinxing Real Estate Development Co., Ltd.
Address: ▇▇.▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Xi’an
Zip Code: 710054
Telephone:
▇▇▇-▇▇▇▇▇▇▇▇
Facsimile:
029-82582640
Legal Representative
(Principal): ▇▇▇▇▇▇ ▇▇
Entrusted Lender (“Party B”):
Tianjin Cube Xinyi Equity Investment Fund
Partnership (Limited Partnership)
Address: ▇▇▇▇ ▇▇▇▇, ▇/▇, ▇▇,▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Financial Street, ▇▇.▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇.
Zip Code: 300475
Telephone:
▇▇▇▇▇▇▇▇▇▇▇
Facsimile:
▇▇▇▇▇▇▇▇▇▇▇▇
Legal Representative
(Principal): Ruifeng Dai
Agent (“Party C”): China
Construction Bank Corporation Shaanxi Branch
Address: ▇▇. ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇’an
Zip Code: 710002
Telephone:
▇▇▇-▇▇▇▇▇▇▇▇
Facsimile:
029-▇▇▇▇▇▇▇▇
Principal: Binzhou
Cui
Upon the
application of Party A, Party B authorizes Party C to provide an Loan to Party
A. Party A, Party B and Party C, upon mutual discussion and
negotiation, have reached the agreement, to jointly abide by and perform this
agreement (the “Agreement”).
Terms
Article 1: Loan
Amount
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1.
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Party
B authorizes Party C to provide Party A the Loan in the amount of RMB
47,495,361.78 Yuan (the “Loan”).
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Article 2: Loan
Purpose
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1.
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Party
A shall use the Loan for the BT cooperation project between its affiliated
company, namely the Xi’an Xindadi Technology Development Co., Ltd. and the
Baqiao District Government. Party B hereby warrants such usage complies
with the relevant state laws, regulations, rules and policies. Without the
consent of Party B and informing Party C in writing, Party A shall not
change the purpose of the Loan.
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Article 3: Term
of the Loan
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1.
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The
term of the Loan hereunder shall be twelve (12) months (the “Term”), from January 28,
2011 (the “Commencement
Date”) to January 27, 2012 (the “Maturity
Date”). Party B shall have the authority to decide to
grant Party A an extension of no more than six (6)
months.
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2.
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If
the Commencement Date of the Term hereunder is inconsistent with the Loan
transfer certificate (the “Loan Receipt”), the
actual provision date recorded on the first Loan Receipt shall prevail,
and the Maturity Date of the Loan stipulated in Clause 1 of this Article
shall be adjusted accordingly. The Loan Receipt shall constitute a part of
this Agreement and shall have the same legal effect as this
Agreement.
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Article
4: Interest Rate, Calculation and Settlement of the
Loan
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1.
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The
interest rate of the Loan hereunder shall be a fixed annual interest rate
of 9.6% (the “Interest
Rate”).
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2.
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The
interest calculation and settlement methods of the Loan hereunder shall be
calculated monthly and assuming 360 days per year based on the actual
drawing amount and the occupation days as of the drawing day. When
repaying the Loan in advanced or repaying in accordance with the
redemption schedule hereof, the interest shall be repaid with the
principal.
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Article
5: Deposition of the Entrusted Fund and the Provision of the
Loan
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1.
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Party
B shall deposit the full Loan amount with Party C before the provision
date provided in the Loan provision notice (the “Entrusted
Fund”). The Loan fund account (the “Loan Account”) hereunder
shall not be the deposit account of Party B at Party C. The balance of the
Loan Account is not the deposit balance of Party B at Party C. The Loan
Account is opened solely for internal accounting arrangement purposes, and
the balance of which shall not be calculated and shall not receive
interest.
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2.
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The
prerequisites for the provision of the
Loan:
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(1)
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Party
C has received the Entrusted Funds and such funds is not frozen and
deducted by the competent organs;
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(2)
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Party
C has received the Loan provision notice of Party
B;
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(3)
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Where
the Loan hereunder is foreign currency, Party A has opened a foreign
exchange deposit account;
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(4)
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Party
A and Party B have not violated any provisions hereunder;
and
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(5)
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Other
requirements:
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| (reserved) |
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3.
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If
the Entrusted Fund actually deposited by Party B is less than the agreed
Loan amount, Party C has the right to refuse to provide the Loan to Party
A. Provided that Party B instructs Party A to accept the Loan
in compliance with the actual deposited fund in the Loan provision notice,
Party C may provide according to the actual deposited fund and Party A
shall not file an opposition to such
provision.
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2
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4.
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The
Loan shall be provided in a lump
sum.
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5.
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In
the event that Party C does not provide the Loan in compliance with the
provisions hereunder due to Party A, Party B shall assume the
responsibility to Party A solely and independently, and Party C shall not
be held liable.
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Article
6: Guarantee of the Loan
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1.
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The
guarantee manner to be adopted for the Loan hereunder (the “Guarantee”) shall be
item (2) below:
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(1)
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Party
B enters a guarantee agreement by
itself;
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(2)
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Party
B entrusts Party C to enter a guarantee agreement in the name of Party
C;
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(3)
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Provide
the Junjingyuan Phase II commercial estate under the title of Xi’an
Xinxing Real Estate Development Co,
Ltd.
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2.
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If
the Guarantee needs to be registered, Party B shall register
it. Party C may file on behalf of Party B should Party C
agree.
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3.
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Even
if the guarantee agreement is entered in the name of Party C, even if the
Guarantee is registered with Party C as the guaranteed party, Party C
shall only serve as the agent, and all the Guarantee rights and interests
and relevant liabilities and risks shall reside with Party
B.
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4.
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Unless
Party B and Party C have reached a written agreement otherwise, Party B
shall be obliged to supervise the Guarantee and the collateral
thereunder.
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5.
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In
the event that Party B loses its Guarantee rights and interests and
suffers damage as a result of the fault of Party C, Party C shall
compensate the direct damages according to the extent of its fault.
However, the compensation liability of Party C shall not exceed the value
that will be inevitably realized had the Guarantee rights and interests
not been lost.
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Article
7: Repayment
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1.
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Repayment
of Principal
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(1)
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Unless
Party A and Party B have reach a written agreement separately and give a
written notice to Party C, repayment by Party A under this Agreement shall
be in accordance with the principle of “interest first, principal follows
and interest shall be paid off with principal
simultaneously”.
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2.
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Repayment
of Interest
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(1)
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Party
A shall pay matured interest to Party B through Party C on the settlement
date. The first payment date shall be the first settlement date after the
issuance of the Loan. After the last payment of the Loan is made, the
interest shall be paid off with principal
simultaneously.
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3.
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Repayment
of Principal
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(1)
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Party
A shall make payments of principal according to the following
schedule:
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3
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a.
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Make
a one-time repayment of the Loan principal on the aforementioned Maturity
Date of the Loan, or make a pre-payment according to the specific
requirements of the Lender.
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(2)
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If
any adjustment on the above repayment, Party A and Party B shall form a
written agreement separately and give a written notice to Party
C.
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4.
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Repayment
Method
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(1)
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Party
A shall, before the repayment date and interest payment date as agreed
upon under this Agreement, reserve enough amount on the account set up by
Party C for the current payment and voluntarily make repayment transfer
(Party C also is entitled to make repayment from this account), or make
repayment transfer from other
accounts.
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5.
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Early
Repayment
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(1)
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Given
that both Party A and Party B agree and give written notice to Party C,
Party A can make early repayment on part of or all of the principal and
interest of the Loan.
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(2)
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Early
repayment by Party A shall be made in accordance with the actual Loan
period and the Loan interest agreed by this Agreement to calculate the
total interest.
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(3)
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When
Party A’s repayment is made by installments, if early repayment on part of
principal is to be made, it shall be made according to the opposite order
of installment schedule. After the early payment, the Loan balance shall
be paid in accordance with the Interest Rate as agreed under this
Agreement.
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(4)
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Party
C shall not refund the handling fee of the Loans if early repayment is
made.
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6.
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Repayment
Transfer
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(1)
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All
the repayments by Party A shall be made to Party B through Party C, and
not directly to Party B. Party C shall promptly notify Party B
upon any received repayment from Party A. If Party B receives
direct repayment from Party A, it shall notify Party C immediately, and
return the amount to Party C, who shall enter such amount into the account
according to the regular repayment
procedure.
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(2)
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If
Party A or Party B breaches the above agreed arrangement, leading to the
Party C’s inability to handle the account or to perform the duty of
withholding and payment of taxes promptly and accurately, the liabilities
resulted thereof shall be held jointly by Party A and Party
B.
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7.
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Repayment
Principle when Multiple Current Payments
Due
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(1)
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Among
the Loans due, if there is the Loan from Party B to Party A through the
entrustment of Party C, and there is self-arranged loan from Party C to
Party A directly, and Party A does not clearly indicate for which loan the
repayment is designated, the repayment shall go to the self-arranged loan
first, Party C also is entitled to make repayment from Party A’s account
with Party C to make repayment to Party C’s self-arranged loan
first.
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(2)
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If
multiple loans from Party B to Party A through the entrustment of Party C
are due, and Party A did not clearly indicate for which loan the repayment
is designated, Party C shall determine the order of
payment.
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Article
8: Withholding and Payment of Business Tax and Other
Taxes
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1.
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If
Party A and Party B shall pay business taxes and other taxes on the Loan
activities according to the relevant laws and regulations, Party A and
Party B shall report and pay on their own initiative. Party C
does not have the responsibility to withhold such tax and make such
payments.
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4
Article
9: Handling fee and other Fees.
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1.
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Handling
fee under this Agreement shall be made as agreed upon under item (1) as
below:
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(1)
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Paid
by Party A
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(2)
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Paid
by Party B
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(3)
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______%
paid by Party A, _______% paid by Party
B.
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2.
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The
paying party shall pay to Party C the handling fee of the Loan
sufficiently and on time, despite whether Party A has made repayment of
the Loan principal and interest on schedule or regardless of other
breaches. If the Loan between Party A and Party B or the
entrustment between Party B and Party C is deemed invalid, the handling
fees collected by Party C shall not be returned, and the paying party
shall take the responsibility of paying the balance of the handling fee
that has not been paid.
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3.
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Payment
Standard, Payment Schedule, and Payment Method of the Handling
Fee:
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(1)
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Party
A shall pay Party C a handling fee based on annual interest of 0.15%,
Party A shall make a one-time payment of handling fee to Party B on the
issuance date of the Loans.
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4.
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If
the paying party of the handling fee does not make payment according to
the above arrangements, for everyday over due, Party C has right to
collect penalty based on 0.005% of the handling fee, and to draw the above
penalty and handing charge from any of the account in any currency that
Party A or Party B have with Party C, or from the repayment amount of the
principal or interest.
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5.
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Any
fees for attorney service, insurance, appraisal, registration,
safe-keeping, verification, notarization under this Agreement and relevant
to the warranties under this Agreement, shall be undertaken by Party
A.
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(1)
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Party
C shall not undertake any charges or fees under this
Agreement. If Party C advanced any payments under this
Agreement (including but not limited to litigation fees, attorney fees,
registration fees, notarization fees, announcement fees, etc), Party A
shall reimburse Party C in ten (10) working days after receiving written
notice from Party C, otherwise Party C can charge the same amount on Party
A’s or Party B’s account with Party
C.
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6.
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Party
A and Party B shall be held jointly liable for obligations to Party C
under this Agreement.
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Article 10: Party
A’s Rights and Obligations
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1.
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Party
A’s Rights:
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(1)
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Party
A is entitled to demand Party B to notify Party C to issue the Loan as
agreed upon under this Agreement.
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(2)
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Party
A is entitled to use this Loan according to the purpose as agreed upon
under this Agreement.
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(3)
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Given
compliance with the rules stipulated by Party B, Party A is entitled to
make a loan-extension application, and after obtaining consent from Party
B and Party C, the three parties shall form an extension
agreement.
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5
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(4)
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Party
A is entitled to demand Party B and Party C keep confidential the
materials submitted by Party A, unless the laws, regulations, and this
Agreement require otherwise.
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(5)
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Party
A is entitled to refuse the solicitation of bribes by employees of Party B
or Party C, and to report to the relevant regulatory agencies about such
acts or any other illegal acts by Party B and Party
C.
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2.
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Party
A’s obligations:
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(1)
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Party
A shall make use of the Loan for the purpose specified under this
Agreement, without diversion and misappropriation of the Loan, diligently
coordinate with Party B on the verification and monitoring of the use of
the Loan under this Agreement, provide to Party B the financial accounting
materials, production and operating materials, as well as any other
related materials and information, and guarantee that all the materials
and information provided are true, complete and
valid.
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(2)
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Upon
the occurance of any of the following, Party A shall immediately give
written notice to Party B:
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a.
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Act
as a contractor, trust (takeover), lease, shareholding reformation,
investment, joint operation, merger, consolidation, acquisition,
reorganization, division, equity joint venture, application for suspension
of operation for rectification, application for dissolution, application
for bankruptcy (or forced), change of the shareholders or actual
controllers, major asset transfer, ceasation of production, ceasation of
operations, heavy penalty by authorities, de-registration, revocation of
business license, major legal disputes, severe difficulties in production
and operation, deterioration of the financial circumstances,
non-performance of the legal person and
executives.
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b.
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If
Party A changes its name, legal person (executive), address, business
scope, registered capital or articles of association or any other items
contained in the registration with the Administration for Industry and
Commerce changed.
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(3)
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Any
other obligations as agreed upon under this
Agreement.
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Article 11: Party
B’s Rights and Obligations
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1.
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Party
B, as the Lender of this Agreement, shall enjoy all of the entitlements
and benefits as the Lender, and undertake all relevant obligations,
liabilities and risks that the Lender shall
undertake.
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2.
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Party
B shall independently inspect the feasibility of the Loan and compliance
with the laws and regulations, the credit, repayment abilities,
performance abilities of Party A and/or the guarantor, make its
independent judgments, and independently undertake the risk of failure to
recall the Loan on schedule and in full
amount.
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3.
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After
the issuance of the Loan amount, Party B shall keep monitoring Party A’s
use of the Loan, pay close attention to the operation, financial situation
and repayment abilities of Party A, adopt immediate and proper measures
when anything happens to Party A that may affect the realization of the
Lender’s rights. Party B shall understand and agree that Party C does not
have any of the above obligations.
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4.
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Regardless
of the repayment by Party A of the principal and interest on the Loan, and
any existence of breach or illegal acts, or the invalidity of the Loan,
Party B’s obligation to Party C under this Agreement shall not be
affected.
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6
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5.
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Party
B is entitled to inspect and monitor the use of the Loan by Party A, and
to demand Party A to provide the financial accounting materials,
production and operating materials, and keep confidential of the above
materials, unless the laws and regulations, or authorities require
otherwise.
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6.
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After
the due date of the Loan, Party B shall, as necessary, collect promptly,
institute legal proceedings against Party A and guarantors promptly, apply
for execution, apply for creditor’s right in bankruptcy proceedings and
adopt any other remedial measures permitted by the law, and not demand
Party C to undertake the liability on the basis that Party C has an
obligation to assist with recalling of the
Loan.
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7.
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The
instructions from Party B to Party C shall be timely, explicit, complete
and consistent, in accordance with the law and the terms of this
Agreement, otherwise Party C is entitled to refuse performing, and any
consequences resulting therefrom shall be born by Party B. Any legal
consequences resulted from the performance by Party C of Party B’s
instructions shall be born by Party
B.
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8.
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Party
B shall not demand Party C issue any deposit certificate on the
entrusted amount. Even if Party C has issued deposit certificate on the
entrusted amount in any form, Party B shall not transfer or pledge the
certificate or make any disposition, and Party B shall return the said
certificate to Party C before Party C issued to Loan to Party A, and Party
B shall not demand Party C to pay or undertake any legal obligations based
upon the deposit certificate.
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9.
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Any
other rights and obligations by Party B as agreed upon under this
Agreement.
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Article 12: Party
C’s Rights and Obligations
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1.
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Party
C shall assist Party B with monitoring Party A’s use of Loan as agreed
upon under this Agreement.
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Assist
with monitoring shall mean that, Party C shall provide to Party B the
monthly account statements when Party B issues each portion of the Loan to
Party A’s account with Party C from the setup date of the
account.
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2.
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Party
C is entitled to report any of Party A’s information on the Loan to Party
B, as well as information on Party A’s savings, Loan, and balance with
Party C to Party B.
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3.
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Party
C shall not be responsible for any disputes between or illegal acts of
Party A and Party B.
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4.
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If
Party A cannot repay the Loan on time and in full, and Party C has paid
the damages to Party B based upon the court judgments or arbitration
results, Party B’s rights to Party A and the guarantors shall be fully
transferred to Party C, Party A shall not object to the above rights
transfer, and shall promise to perform the obligations and
responsibilities to Party C after the receipt of written notice by Party
C.
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5.
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Party
C shall assist Party B to recall the Loans according to the following
schedule:
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(1)
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Before
the principal due date (including the principal due dates of the
installments):
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7
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a.
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Party
C shall calculate the interest on the Loans as agreed upon under this
Agreement. After each payment by Party A, Party C shall finish the account
handling, and report to Party B the payment amount by Party A, payment
time and the balance of the Loan, Party B shall promptly verify such
information after receiving the report from Party C. If any
doubts or disputes on the reported account information arise, Party B
shall notify Party C in written form within five (5) business days after
receiving such report, if Party B does not raise the a dispute as agreed
above, resulting in losses by Party B or Party A, Party C shall not be
held responsible for such losses. If Party A does not make interest
payments on time on the interest payment date, Party C shall notify Party
B in written form.
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(2)
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After
the principal of the Loan is due
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a.
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After
the principal of the Loan is due, Party A shall make repayments in full
and on time, Party C shall enter the repayment into account according to
the regular repayment procedure and notify Party B. If Party A does not
make full repayment of the principal on time, Party C shall give a written
notification to Party B about such overdue amount, and make collection
efforts once within one (1) month. Party C shall only issue a written
notice of collection to the supplied information of recipient name,
address or phone (fax), and it shall be deemed that Party C has performed
the obligation of assisting with the recalling of overdue
Loan.
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b.
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After
the principal becomes due, if Party B still wishes to entrust Party C to
continue assisting with the Loan collection, it shall sign a written
entrustment agreement separately with Party C. If both parties have not
signed a written entrustment agreement within one (1) month after the
principal due date, all the obligations of Party C under this Agreement
shall be automatically terminated, Party C is entitled to verify and write
off the related account of the Loan under this
Agreement.
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(3)
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The
obligation of Party C to assist Party B with Loan collection is limited to
the agreement of this Article.
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6.
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Party
C is neither obligated to participate in any related litigation
proceedings, arbitration, bankruptcy procedures with the entrustment and
its grantee, nor obligated to dispose the repayment assets for Party
B.
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Article
13: Liabilities for Breach of Agreement
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1.
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Breaching
by Party A and its Liabilities
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(1)
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Breach
by Party A includes:
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a.
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Any
agreement made breaching this
Agreement;
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b.
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In
the opinion of Party B, any circumstances that affects the realization of
the Lender’s rights.
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(2)
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Liabilities
for Party A’s breach
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If any of
the above breach, Party B shall adopt any of the following remedial
measures:
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a.
|
To
demand Party A to rectify such breach within a limited
period;
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b.
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To
notify Party C to temporarily stop the issuance of the unpaid portion of
the Loan;
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8
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c.
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To
collect penalty interest as agreed upon under this Agreement (if
any);
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d.
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To
announce the immediate maturity of the principal and interest of the Loan,
and to demand the immediate repayment by Party A;
or
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e.
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Any
other remedial measures permitted by the
law.
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2.
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Breach
by Party B and its Liabilities
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(1)
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Breaches
by Party B include:
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a.
|
Not
transfering the full payment to Party C on time; or any other
circumstances of Party B that have resulted the inability to issue the
Loan on time as agreed upon under this
Agreement;
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b.
|
The
source of the Loan is illegal or not in compliance with the regulations,
or Party B’s representations and warranties under this Agreement are
untrue, incomplete or inaccurate;
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c.
|
Party
B did not pay sufficient handling fee fees on time to Party C as agreed
upon under this Agreement.
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d.
|
Party
B has violated any other agreed upon arrangements under this
Agreement.
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(2)
|
Liabilities
for Party B’s Breach
|
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a.
|
For
Party B’s breach, Party A is entitled to demand Party B to rectify within
a limited period, pay damages and/or adopt any other remedial
measures.
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b.
|
Party
C is entitled to adopt one or more of the following remedial
measures:
|
|
i.
|
|
To
demand Party B to rectify the breach within a limited
time;
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ii.
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To
refuse handling the Loan business for Party
B;
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iii.
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To
charge the handling fee owned by Party B directly on Party B’s
account;
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iv.
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To
demand Party B to pay damages;
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v.
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To
remove the entrustment relation between Party B and Party C;
and
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vi.
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Any
other remedial measures permitted by the
law.
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3.
|
Breach
by Party C and its
Responsibilities:
|
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|
(1)
|
Party
B shall make payment transfer of the Loan amount to Party C as agreed upon
under this Agreement, if Party C delays the issuance of Loan to Party A,
Party B is entitled to demand Party C to issue
immediately.
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(2)
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If
Party C does not perform the obligation of assisting with the recalling of
the Loan as agreed upon under this Agreement, which leads to the inability
of Party B to recall the principal and interest of the Loan on time, and
Party B is not at fault, Party C shall be held responsible for any direct
losses of Party B according to the extent of its
fault.
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Article
14: Representations and Warranties
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1.
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Party
A makes the following representations and
warranties:
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(1)
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Party
A has read all the terms of this Agreement, and acknowledges the meaning
of the terms of this Agreement and understands the relevant legal
consequences;
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9
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(2)
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The
obligations signed and performed under this Agreement are in accordance
with the laws, regulations, rules, articles of associations or internal
organizational documents of Party A, and obtained the approval of
company’s internal organ of authority and/or governing
body.
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(3)
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The
use of the Loans under this Agreement is legal and in compliance with
relevant laws and regulations, if it is used for a program that needs
approval, such approval has already been obtained from the relevant
governing body.
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2.
|
Party
B makes the following representations and
warranties:
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(1)
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Having
the legal qualification to entrust a third party to issue
loans;
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(2)
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The
sources of the entrusted fund are legal, and not credit funds, public
funds saved under personal name, or any funds prohibited by laws,
regulations or rules to be issued as
loans.
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(3)
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Having
the right of disposition to the entrusted fund, and obtained the approval
from the governing body.
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(4)
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Handling
the Loan is not for the purpose of violating or avoiding the state laws,
regulations, rules or any administrative measures, or damaging the legal
benefits of the state, the collective or any third
parties.
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Article 15: Other
Terms
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1.
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Charge
of the Payables
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(1)
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As
to all the payables by Party A or Party B to Party C under this Agreement,
Party C is entitled to charge the respective amount in RMB or in any other
currencies on the accounts set up by Party A or Party B in the China
Construction Bank system without advance notification. If the foreign
exchange settlement and sell procedures must be handled, Party A or Party
B is obligated to assist Party C. The risk of exchange rate
shall be born by Party A or Party
B.
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2.
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Effectiveness
of the Recorded Evidence by Party C
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(1)
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Unless
there is true and clear opposite evidence, Party C’s internal account
records about the principal, interest, fees and repayment records,
invoices, evidences incurred from the withdrawal, repayment, interest
payment and other business transactions by Party A unilaterally produced
or kept by Party B, and the records and evidences of Party C’s collection
efforts, shall constitute valid proof for the debt relation between Party
B and Party A and evidences of Party C’s performance of obligations, and
as such Party A and Party B hereby agree not raise any doubt or
objections.
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3.
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Assignment
and Succession of this Agreement
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(1)
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If
Party A assigns of rights and obligations under this Agreement, it must
obtain the written consent from Party B and Party
C.
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(2)
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If
Party B assigns the rights and obligations under this Agreement, it must
obtain the written consent from Party
C.
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(3)
|
If
Party C assigns the rights and obligations under this Agreement, it must
obtain the written consent from Party B. However, if merger, division,
establishment of subsidiaries and the adjustment of the institutional and
business functions of the China Construction Bank ▇▇.▇▇▇. have occurred,
and Party A and Party B are notified through letters and telegrams or
media release, Party C’s rights and obligations under this Agreement can
be assigned to a third party or succeeded by a third party, however, the
third party shall possess the legal qualification of engaging in Loan
entrustment business.
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10
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4.
|
Consequences
of Nullification and Revocation of this
Agreement
|
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(1)
|
If
the Loan and entrustment shall be declared as null and revocable, it shall
be dealt with according to the following
arrangements:
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|
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a.
|
If
the entrustment between Party B and Party C is valid, and the Loan is
invalid and revocable between Party A and Party B, Party C shall not be
held legally responsible, and
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|
i.
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If
Party C has not delivered the entrusted fund to Party A, Party C shall
return the entrusted fund back to Party B without paying any
interest;
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ii.
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|
If
Party C has delivered the entrusted fund to Party A, Party B shall demand
Party A return the entrusted fund directly, and as to the loss incurred by
Party B, Party C shall not be held
responsible;
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iii.
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If
a third party’s loss occurs, Party A and Party B shall share the legal
responsibilities according to their respective fault, and Party C shall
not be held responsible.
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b.
|
If
the entrustment is null and revocable, but the Loan is valid, the
following arrangements apply:
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|
|
i.
|
If
Party C has not delivered the entrusted fund to Party A, Party C shall
return the entrusted amount back to Party B without paying
interest;
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ii.
|
If
Party C has delivered the entrusted fund to Party A, Party A and Party B
shall negotiate the disposition of the entrusted fund according to
relevant laws and regulations, and Party C shall not be held legally
responsible;
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|
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c.
|
If
the entrustment is null and revocable, and the Loan is null and revocable,
the following arrangements apply:
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|
|
i.
|
If
Party C has not delivered the entrusted fund to Party A, then Party C
shall return the entrusted fund to Party B without paying
interest;
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|
|
ii.
|
If
Party C has delivered the entrusted fund to Party A, then Party B shall
demand Party A to return the entrusted fund directly, Party C shall not be
responsible for any losses incurred by Party
B;
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|
|
iii.
|
If
a third party’s loss occurs, Party A and Party B shall share the legal
responsibilities according to their respective fault, and Party C shall
not be held responsible.
|
|
5.
|
Party
B shall inspect and monitor Party A and obtain information about Party A
through other channels by itself, not relying on Party C. Party
C shall decide by itself to report any known information about Party A,
but Party C shall not be responsible for the promptness, truthfulness,
completeness, accuracy and validity of the reported
information.
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11
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6.
|
If
any changes have been made to the mailing address or any other way of
contacts by any party, such party shall notify other parties of the change
and shall be responsible for the losses incurred by untimely notification
of the change.
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|
7.
|
The
rights granted to Party C under this Agreement and according to relevant
laws shall not be interpreted as Party C’s obligations, if Party C has not
exercised or gives up the exercise, Party A and Party B shall not demand
Party C to undertake any legal obligations for this
reason.
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|
8.
|
The
documents or notes of the Loan issuance notification and confirmation and
any other documents notes related to this Agreement shall constitute a
valid part of this Agreement.
|
|
9.
|
This
Agreement is executed in Six
copies.
|
|
10.
|
Other
terms agreed by both parties:
|
(reserved)
|
11.
|
Dispute
Resolution
|
Any
dispute occurred during the implementation of this Agreement shall be resolved
through negotiation, if negotiation shall not do, it shall be resolved according
to item (1) of the following:
|
|
(1)
|
File
a lawsuit in the people’s court of Party C’s resident
location.
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|
|
(2)
|
Submit
to the ________arbitration committee (the arbitration location shall be
_____). And the arbitration shall proceed according to the currently
effective arbitration principals at the time of submission. The result of
arbitration shall be final and binding on both
parties.
|
During
the period of litigation or arbitration, terms under this Agreement that are
irrelevant to the disputed part shall be performed accordingly.
|
12.
|
Effectiveness
of the Agreement
|
|
|
(1)
|
This
Agreement shall be signed and sealed (if Party A or Party B is a natural
person then sign only) by legal representatives (the responsible
personnel), and the responsible personnel of Party C (or authorized agent)
to become effective.
|
[Remainder
of page intentionally left blank]
12
|
Party
A (Seal): Xi'an Xinxing Real Estate Development Co.,
|
|
|
Ltd.
|
|
|
Legal
Representative (the responsible person)
|
|
|
or
authorized agent (signature):
|
/s/
▇▇▇▇▇▇
▇▇
|
|
2011
Year 01 Month 31 Day
|
|
|
Party B (seal) : Tianjin
Cube
Xinyi
Equity Investment
Fund
|
|
|
Partnership (Limited
Partnership)
|
|
|
Legal
Representative (the responsible person)
|
|
|
or
authorized agent (signature):
|
/s/ Ruifeng
Dai
|
|
2011
Year 01 Month 31 Day
|
|
|
Party
C (Seal) : China
Construction Bank Corporation
|
|
|
Shaanxi
Branch
|
|
|
Legal
Representative (the responsible person)
|
|
|
or
authorized agent (signature):
|
/s/ Binzhou Cui
|
|
2011
Year 01 Month 31 Day
|
|