Contract of Mortgage of Maximum Amount (for credits)
EXHIBIT
10.27
(for
credits)
No:
CIB Shenzhen Nanxin (credit) Mortgage (2008)0004
Trustor:
Nanxin Branch, Shenzhen, Industrial Bank Co., Ltd.
Address:
1st Floor, Nanhaitai Mansion,
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Postal
Code: 518052
Telex number: ___________
Telephone:
▇▇▇▇▇▇▇▇
Fax number: ▇▇▇▇▇▇▇▇
Mortgagor:
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Address:
____________________________________________________
Postal
Code:
518028
Telex number: ___________
Telephone:
▇▇▇▇▇▇▇▇ Fax
number: ▇▇▇▇▇▇▇▇
Primary
deposit account: ________________________________________
General
deposit account: ________________________________________
Place
of signing the contract: CIB Mansion, Futian District, Shenzhen
Shenzhen
Branch, Industrial Bank Co., Ltd.
1
EXHIBIT
10.27
The
mortgagor shall adopt his or her own asset as the mortgage (the “Mortgagee”) to
provide SinoHub SCM Shenzhen Limited (the “debtor” and the “fiduciary”) with
guarantee for its credit amount. In order to clarify obligations, both sides
signing this Contract must scrupulously keep their word and strictly execute the
contract in compliance with the relative law and regulations.
Article
I Definition
Unless
otherwise agreed upon by both parties, then:
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(1)
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“Credit”
here means the creditor comprehensively appraises the operation and risks
of the fiduciary, and ascertains on the comprehensive maximum amount of
the fiduciary, including RMB/foreign currency loan, trade financing,
acceptance, discount, opening L/C, guarantee,
etc.
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(2)
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“Primary
credit” refers to the credit amount specified according to the basic
information of the client, used for the current fund turnover of the
client. The amount of the primary credit can be used several times and be
recycled within the period of
validity.
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(3)
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“Specialized
credit” refers to the credit given for some special projects and the
amount exceeding the primary credit with the changes of the national
policy, market situation and the special requirement of the fiduciary. The
amount of specialized credit shall be given once, could be used several
times but not in recycling.
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(4)
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“Valid
term of credit” means that within a non-in period, with the consent of the
creditor, the fiduciary is entitled to deal with its business under the
credit amount at the creditor. The time of the fiduciary to fulfill its
obligations (including but not limited to the term of fulfilling the
master liabilities, the term of guarantee undertaking) specified in the
terms of this contract could be after the valid term of
credit.
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(5)
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Creditor
shall implement control over balance for the fiduciary. This balance
refers to the sum of the balance incurred during the credit term, the
fiduciary takes in use of the credit given by the creditor, including the
pending balance before due and overdue outstanding balance,
i.e.:
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1.
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pending
balance before due is all kinds of outstanding debt before expiration that
the fiduciary correspondingly shall pay when the creditor processes the
transactions for the fiduciary according to this
Contract.
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2.
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overdue
outstanding balance, is all kinds of outstanding debt before expiration
that the fiduciary correspondingly shall pay but not fulfilled yet and the
amount that the creditor has fulfilled to maintain its external credit
standing when the creditor processes the transactions for the fiduciary
according to this Contract.
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(6)
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“Sub-contract” is
the contract based on the terms of the primary credit contract or
specialized credit contract, the fiduciary shall sign with the creditor
after getting approval of the creditor to concretely specify the amount
and term of each master liability, and other rights and obligations.
Primary credit contract or specialized credit contract is the Principal
Contract of the sub-contracts. The sub-contracts, is an integral part of
the Principal Contract, and has the same legal
effect.
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(7)
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“Prime
liability” is the principal debt due for repayment incurred when by the
fiduciary for its business, including but not limited to the
RMB/foreign currency principal, trade financing principal, bankers'
acceptance bill, bills discounted, interest under the item of L/C,
principal that the creditor is liable to guarantee for the fiduciary,
etc.
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Article
II Principal Contract
The
Principal Contract of this Contract is “Primary Credit Contract” and its
sub-contracts (No: CIB Shenzhen Nanxin (credit) Mortgage (2008)0004). The credit
amount is RMB30,000,000, and the term of the credit is from September 25, 2008
to September 25, 2009.
Article
III Mortgage
The
mortgagor shall provide his own house property with address at ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇ II, Costal Rose Garden as the mortgage for all the liabilities under the
term of credit. Please refer to the Mortgage List for the name, amount,
specification, and value, etc.
Article
IV The scope of Mortgage
The
mortgage applies to all the liabilities, including the prime liability,
interest (penalty interest), penalty, compensation for loss and expenses
for the creditor to fulfill his claim under the credit.
The
expenses for the creditor to fulfill his claim includes but not limited to the
litigation fee, property preservation fee, application fee for execution, lawyer
fee, auction(Sale) expenses, etc.
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EXHIBIT
10.27
As the
requirement of the mortgage registration department, the scope of mortgage
cannot exceed RMB___________, so when the time limit for his performance of the
obligation provided in the principal contract expires, if the debtor fails
to pay off the principal liabilities, then the mortgagor shall be responsible
for all the liabilities based on the whole value of the
mortgage.
Article
V Custody of Mortgaged Property
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1.
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The
mortgagor shall keep the mortgaged property of this Contract in custody,
and the voucher for the rights pledged of the mortgaged property should be
kept by creditor. The mortgagor agrees to accept the investigation of the
mortgaged property from the creditor at any
time.
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2.
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The
mortgagor shall keep a proper care of the mortgaged property, and take
effective measures to ensure the safety, completion of the mortgaged
property. On the condition that the mortgaged property needs fixing, then
the mortgagor shall put up the repairing work in time and be responsible
for the corresponding expenses.
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Article
VI Insurance of Mortgaged Property
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1.
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The
mortgagor shall insure the mortgaged property in its full value as
required by the creditor before transferring the mortgaged property to the
creditor.
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2.
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During
the valid term of this Contract, the mortgagor shall ensure the continuity
of the insurance. On the condition that the mortgagor ceases the
insurance, the creditor is entitled to renew the insurance, and the
expenses shall be at the cost of the mortgagor. The mortgagor shall be
liable for all the losses of the creditor due to the intermission of the
insurance.
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3.
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The
creditor is the first beneficiary of the insurance on the mortgaged
property. If the indemnity is not enough to pay off the liability of the
mortgage, the creditor is entitled to seek
compensation.
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Article
VII Mortgage Term
The
mortgage right and mortgage liability of this Contract exist at the same time.
When the primary liability is paid off, the mortgage right
perishes.
As the
requirement of the mortgage registration department, the mortgage term is
registered as from September 25, 2008 to September 25, 2009. When the mortgage
term expires but the debtor fails to pay off the primary liability,
then:
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1.
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The
mortgage right shall be granted to creditor according to
law;
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2.
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The
mortgagor shall complete the mortgage registration
procedure.
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Article
VIII Mortgage Registration
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1.
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Upon
signing this Contract, the mortgagor, together with the Mortgagee, shall
take this Contract to the relative organizations to complete the
registration of mortgaged property according the regulations of The
Guaranty Law of the People's Republic of
China.
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2.
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After
completing the mortgage registration procedure, the mortgagor shall
deliver the relative registration documents to the creditor. Within the
valid term of the Principal Contract, when the mortgage registration
expires, the mortgagor is obliged to renewing the
registration.
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3.
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The
mortgagor shall register the maximum amount of the mortgaged property,
which takes effect for all the sub-contracts, and no need to make the
registration for each contract.
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Article
IX Expenses
The
mortgagor shall be liable for all the expenses related to the mortgaged property
under this Contract (including but not limited to the registration fee,
notarization fee and insurance, transportation, warehousing, safe-keeping,
appraisal, repair, maintenance, disposure, etc. of the mortgaged
property).
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EXHIBIT
10.27
Article
X Materialization of Mortgage Right
On the
condition that the fiduciary fails to fulfill its liabilities (including the
liability occurred when fiduciary or mortgagor breaches the contract and
the creditor announces the debt due prematurely) according to the terms of this
Contract for whatever reason, the mortgagor shall irrevocably authorize the
creditor to dispose the mortgaged property directly and take the earnings to pay
off debt.
Article
XI Representations and Warrants
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1.
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Representations
of the Mortgagor:
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(1)
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The
documents, materials, reports and vouchers that the mortgagor provides the
creditor with is true and accurate. In case of any falsity or dishonesty,
the mortgagor shall be responsible for all legal
liabilities.
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(2)
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The
mortgagor has the complete ownership of the mortgaged property. If the
mortgaged property is the public property, then the co-owners agrees in
written form to provide the maximum amount to mortgage under the terms of
this contract. The mortgagor shall be responsible for any disputes due to
the ownership of the mortgaged
property.
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(3)
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No
restriction on the lease, mortgage, pledge or other rights of the
mortgaged property, and there’s no barrier on the circulation of the
mortgaged property in terms of law or
contract.
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2.
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Warrant
of the Mortgagor:
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(1)
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Upon
completion of the mortgage liabilities, the mortgagor is entitled to seek
for compensation without affecting the fiduciary to pay off the debt in
the future. But on the condition that the fiduciary faces the claim of
compensation of the mortgagor and the requirement of payment under the
Principal Contract, the mortgagor agrees that the fiduciary pay off his
debt against the creditor in
priority.
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(2)
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If
the fiduciary and mortgagor have signed or shall sign a counter guarantee
contract under the guarantee liabilities of this Contract, then this
counter guarantee contract shall not do any harm to the rights and
interest that the creditor has under this mortgage contract legally or
factually.
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(3)
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If
there’s any natural disaster, accidental events, infringing act and other
factors that lead to the vanishing or obvious decrease on the value of the
mortgaged property, then the mortgagor shall take measures to stop the
loss from being worsening, and inform the creditor in written form
immediately.
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(4)
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Before
the prime liability is cleared off, no matter what reason that lead to the
decrease and insufficiency on the value of the mortgaged property to pay
off the liability, the creditor is entitled to require the mortgagor to
restore the value of the mortgaged property or provide new, adequate and
valid mortgaged property.
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(5)
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Before
the mortgage liability specified in this Contract is cleared off, the
mortgagor ensures to keep, use and maintain the mortgaged property
properly, and ensures not to rent, re-mortgage, pledge, sell the mortgaged
property without the written consent of the
creditor.
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(6)
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On the condition that
the debtor fails to
fulfill its liabilities according to this Contract, no matter what other
ways that the
mortgagee has guaranteed the claim under the Principal Contract (including but not limited to
guarantee, mortgage, pledge, guarantee letter, Standby and any other guarantee way),
the mortgagee is entitled to required the mortgagor to be responsible for
all the guarantee
liabilities, without exercising any mortgage
rights.
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Article
XII Liabilities for Breach of Contracts
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1.
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On
condition that one of the following situation occurs, it will be regarded
as breaching the contract:
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(1)
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The
mortgagor fails to fulfill the representations and warrants of Article XI
of this Contract;
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(2)
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The
mortgagor fails to fulfill the other terms of this
Contract;
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2.
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The
creditor is entitled to take one or several of the following measure in
case that the mortgagor breaches the
contract:
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(1)
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Setting
a deadline for the rectification of the
breach;
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(2)
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Requiring
the mortgagor to provide new and adequate and valid mortgaged
property;
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(3)
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Disposing
the mortgaged property directly and paying off the debt with the
earnings;
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(4)
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Claiming
compensation on the loss from the
mortgagor.
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EXHIBIT
10.27
Article
XIII Independent Guarantee
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1.
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The
guarantee stated in this Contract is independent. This contract shall not
be invalid due to the invalidity of its Principal Contract under any
circumstances.
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2.
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The
mortgagor ensures that the fiduciary performs all kinds of
obligations specified in this Contract. On the condition that the
fiduciary breaches the terms of the Contract (including but not limited to
the behavior that the fiduciary does not use the loan as the agreed
purpose of loan in this Contract), the guarantee obligations of the
mortgagor under this Contract shall not be
influenced.
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Article
XIV Governance
The
establishment, validity, explanation, performance and resolving of disputes of
this Contract applies to the law of People’s Republic of China. During the term
of this Contract, any arguments, disputes related to this contract shall be
resolved on the basis of friendly negotiation of both parties. When the
negotiation fails, one of the following measures shall be
adopted:
√
Apply for arbitration at Shenzhen Arbitration Committee
Bring
an accusation at the People’s Court where the Contract was
signed
Article
XV Notification1.
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1.
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Any
notification or all kinds of communication of this Contract shall be
delivered to another party according to the address, telex or other
contact means on the cover of this Contract in written
form.
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2.
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Any
changes of the contact information of any party of this Contract shall be
notified to another party
immediately.
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3.
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Any
notice or contact that was delivered according to the above address
(address after change shall apply) shall be regarded as to arrive at the
following dates:
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(1)
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5
work days after being delivered with registration for ordinary
letter;
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(2)
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The
day while receiving the confirmation of another party for
telex;
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(3)
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Upon
signing and receiving the mail for express
mail.
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Article
XVI Effective Clause of the Contract
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1.
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According
to law and regulations of China, the mortgage specified in this Contract
shall only be effective after being registered, and the contract shall
take effect when the following clause is
satisfied:
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(1)
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Both
parties sign or chop on this
Contract;
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(2)
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The
mortgage registration already becomes
effect;
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(3)
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When
the creditor requires notarization of this Contract, the notarization
procedures has been completed
legally.
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2.
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This
contract shall take effect when both parties sign or chop when there’s no
need to register the mortgage.
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3.
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This
contract shall be terminated on the condition that all the liabilities of
the Principal Contract is cleared off. After the termination of this
Contract, the creditor shall return the ownership certificate of the
mortgaged property in his custody to the
mortgagor.
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Article
XVII Text
The
original copies of this Contract are in quintuplicate. Both parties,
registration organization, notarization organization, and the fiduciary shall
keep a copy properly.
5
EXHIBIT
10.27
Article
XVIII Appendix:
Creditor (Corporate Chop):
Nanxin Branch, Shenzhen, Industrial Bank Co., Ltd.
Legal
representative or authorized agent (signature): /s/▇▇▇ ▇▇▇▇▇▇▇▇
August
21, 2008
Mortgagor
(Corporate Chop):
Legal
representative or authorized agent (signature): /s/▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
August
21, 2008
Registration
organization (Corporate Chop):
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EXHIBIT
10.27
Appendix
I:
Mortgaged
Property (Estate)
Name
of the mortgaged property: 17C, Building 35, Phase II, Costal Rose
Garden
Owner:
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Purpose:
Residential
Term
of usage: 70 years
Location:
South of Wanghai Road, west to Shekou Port, Nanshan
District
Construction
space: 176.71㎡
Cost:
RMB1,405,479
No. of
certificate of property right/title: Shenzhen 4000267933
Issuing
organization: Shenzhen Real Estate Registration center
Issuing
date: May 11, 2006
Category
of insurance: Asset insurance
September
21, 2008
7