SHANGHAI PUDONG DEVELOPMENT BANK SHORT-TERM LOAN CONTRACT
Exhibit
10.21
SHANGHAI
PUDONG DEVELOPMENT BANK
SHANGHAI
PUDONG DEVELOPMENT BANK
Serial
No.70052007280094
BORROWER:
Wuhan Blower Co., Ltd.
LEGAL
ADDRESS:
MAILING
ADDRESS:
LENDER:
Shanghai Pudong Development Bank Wuhan Branch
ADDRESS:
In
view
that the Borrower applies for a short-term loan facility from the Lender, both
parties hereby enter into the following Contract in accordance with the relevant
laws, regulations and rules of the People's Republic of China
(“China”).
Article
1
Loan Facility
1.1
The
Loan Facility provided under this Contract shall be in the currency of Renminbi
(“RMB”). The maximum amount of such Loan Facility shall be TWENTY MILLION
RENMINBI. The valid proof of the Borrower's liability shall be the accounting
documents issued by the Lender according to its business operation
rules.
1.2.
The
term of the Loan Facility under this Contract shall be for 12 months beginning
June 4, 2007 to June 3, 2008.
1.3
The
Loan Facility under this Contract shall only be used as short-term working
capital by the Borrower and shall not be used for other purposes.
Article
2 Interest
of the Loan Facility and Its Calculation
2.1
Interest of the Loan Facility
(1)
Where
the currency of the Loan Facility is in RMB, the interest of the Loan Facility
shall be the benchmark interest rate of the People’s Bank of China, which is
5.4755% per month, plus or minus fluctuations within __%. If the state adjusts
the benchmark interest rate, the relevant benchmark interest applicable to
this
Contract shall be adjusted on the latest interest settlement date after such
adjustment according to the corresponding interest grade published by the
People’s Bank of China and noticed in writing to the Borrower by the
Lender.
(2)
Where
the currency of the Loan Facility is in a foreign currency, the annual interest
rate of such Loan Facility shall be fixed at __% (fluctuating at every __
months).
SHANGHAI
PUDONG DEVELOPMENT BANK
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2.2
The
interest of the Loan Facility under this Contract shall be calculated based
on
360 days as a full year and charged based on the actual amount withdrawn and
the
number of days such Loan Facility is in possession of the Borrower from the
date
of withdrawal.
2.3
The
interest settlement dates of the Loan Facility shall be the 20th
day of
the 3rd
month in
each quarter of a calendar year. Where the Loan Facility is in a foreign
currency, the interest settlement dates shall include the date of maturity
of
the Loan Facility specified in this Contract. The Borrower shall be liable
to
pay the interest due to the Lender on the interest settlement dates and hereby
authorizes the Lender to withdraw the interest due from Borrower’s deposit
account with the Lender.
Article
3 Withdrawal
and Repayment
3.1
The
Lender shall have no obligations to provide the Loan Facility under this
Contract unless the following conditions are satisfied:
(1)
Upon
each withdrawal, the Borrower properly completes the Debt Note and submits
the
relevant documents and materials required by the Lender;
(2)
The
Borrower obtains the relevant license and government approval and completes
the
registration and other legal formalities, such as registration of a foreign
currency loan. In addition, this Contract must be notarized upon the request
of
the Lender;
(3)
If
the Loan Facility is provided with a guaranty, the Borrower must complete the
notarization and/or registration formalities as required by the Lender, and
such
guaranty must be continuously valid; and
(4)
No
event of default as specified in Article 7 of this Contract has
occurred.
3.2
(1)
The
Borrower shall:
(i)
make
withdrawals in installments according to the following schedule and complete
the
withdrawal formalities with the Lender three banking days before each withdrawal
date:
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or
SHANGHAI
PUDONG DEVELOPMENT
BANK
3
(ii)
make
withdrawals in lump sums and complete the withdrawal formalities with the Lender
within three banking days as of the date the conditions precedent for withdrawal
specified under Section 3.1 of this Contract have been satisfied.
(2)
The
Lender shall timely provide the Loan Facility upon the satisfaction of the
conditions precedent for withdrawal and the Borrower's fulfillment of the
withdrawing formalities as provided above.
3.3 The
Lender shall have the right to revoke the balance not withdrawn by the Borrower
in accordance with the above provisions. The Borrower shall have no right to
make further withdrawals without the consent of the Lender.
3.4 The
Borrower shall repay the Loan under this Contract in full on the maturity date
to the Lender and hereby authorizes the Lender to collect this amount from
Borrower’s deposit account with the Lender.
3.5
The
Borrower must obtain the Lender’s prior consent before prepaying the Loan.
Article
4 Statements
and Undertakings
The
Borrower makes the following statements and undertakings at the time of
execution of this Contract, and such statements and undertakings shall be
continuously effective during the term of this Contract:
4.1 The
Borrower is a corporation duly registered and established in accordance with
the
laws of China and it has complete rights over all of its properties. It has
full
civil capability and independently bears its civil liabilities.
4.2 The
Borrower has authorized its representative to execute this Contract. All the
terms contained herein are the Borrower's true declaration of will and shall
have legal binding force on the Borrower.
4.3.
The
execution and performance of this Contract by the Borrower will not lead to
any
breach of laws, regulations, rules, judgments, verdicts or orders that should
be
observed by the Borrower and will not cause any conflict with the Borrower’s
Articles of Association or any contracts and agreements entered into by the
Borrower or any other obligations assumed by Borrower.
4.4 The
Borrower undertakes that all the accounting statements issued by it conforms
to
the relevant laws and regulations of China which truly and fairly reflect the
Borrower’s financial situation. All the documents and materials in relation with
this Contract are true, valid, complete, accurate and without any
concealment.
SHANGHAI
PUDONG DEVELOPMENT
BANK
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4.5
The
borrower has not concealed any lawsuit, arbitration, administrative procedure,
asset preservation, enforcement procedure or other significantly adverse events
that has or will happen which will or may influence adversely its execution
or
performance of this Contract or may have a significantly adverse impact on
its
business or financial situation.
Article
5
Agreed Issues
Both
the
Lender and the Borrower have agreed to the following during the term of the
Loan
Facility:
5.1
The
Borrower undertakes to operate according to laws and will use the Loan Facility
according to Section 1.3 of this Contract, actively cooperate with the
Lender to check and supervise the use of the Loan and the business operation
of
the Borrower and timely provide to the Lender the monthly and annual financial
statements and other relevant materials required by the Lender.
5.2
The
Borrower undertakes that before any measure of conservation of creditor’s right
has been taken with the Lender’s written consent, it will not engage in any
contracting, leasing operation, joint venture, restructure in line with stock
system, merger or acquisition, division, setting up subsidiaries, equity
transfer, capital reduction, suspension of business, dissolution, declaring
bankrupt or any other activities that adversely affect the rights and interests
of the Lender.
5.3
The
Borrower undertakes that, without the written consent of the Lender, it will
not
make significant changes to its Articles of Association and its business scope,
or sell, lease, transfer or dispose by other means a significant portion of
its
properties, and it will not provide security to a third party which may cause
a
significantly adverse impact on its financial situation or ability to perform
its obligations under this Contract.
5.4
The
Borrower undertakes that it will not repay other loans in priority to this
Loan
Facility which is against the normal sequence of repayment and will not enter
into any contract or agreement which results in the subordinate standing of
the
Loan Facility under this Contract now or in the future.
5.5 The
Borrower shall repay the principal and interest of the Loan Facility under
this
Contract with the same currency of the Loan Facility provided, where the
guarantor repay the Loan with a different currency, the Borrower undertakes
to
exchange the amount obtained from the guarantor into the currency of the Loan
Facility by means of foreign exchange trading, swap or settlement in a timely
manner under the instruction of the Lender to repay the principal and interest
due, the expenses so incurred shall be borne by the Borrower.
5.6 If
any
event occurs or will occur which may well adversely affect the financial
situation of the guarantor or its ability to perform its guaranty obligation,
the Borrower undertakes to provide a new guaranty which is acceptable to the
Lender in a timely manner.
SHANGHAI
PUDONG DEVELOPMENT
BANK
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5.7 The
Borrower undertakes to timely notify the Lender of the following issues:
(1) The
Borrower shall notify the Lender in writing within three days upon its knowledge
of an event of default as provided in Article 7 hereof or the facts which may
constitute a default;
(2) The
Borrower shall notify the Lender in writing within three days of the occurrence
of a significantly adverse event provided in Section 4.5 hereof;
(3) The
Borrower shall notify the Lender in writing ten days in advance of the change
of
its legal representative, authorized representative, mailing address and name
of
the enterprise or other significant changes in its financial and personnel
sectors.
5.8
Upon
its knowledge of any event specified in Section 4.5 hereof which may affect
the
ability of the Borrower to perform its obligations to repay the debt, the Lender
shall have the right to handle the issue in accordance with the provisions
of
Section 8.1 hereof.
Article
6 Guaranty
for Creditor's Right
6.1
The
principal, interest, default penalty and the relevant expenses under this
Contract shall be secured by the following guarantor for the Borrower to the
Lender (the security contract shall be entered into separately):
i. The
security of guaranty shall be provided by _______________________ (Guarantor).
The
serial no. of the security contract is ___________.
ii.
The
mortgage security provided by Wuhan Blower Co., Ltd. (Mortgagor) with
real
estate
(collateral) the Mortgage Contract No. ZD7005200728000301.
iii.
The
Pledge security shall be provided by _______________ (▇▇▇▇▇▇▇)
______________ with (pledge)
the Pledge Contract No. ______________ .
Article
7 Events
of Default
7.1
Any
of the following events shall constitute a breach of this Contract by the
Borrower:
(1)The
Borrower fails to repay all or part of the principal, interest and the relevant
expenses due under this Contract according to schedule.
(2)The
Borrower fails to carry out or violates the statements and undertakings provided
in Article 4 hereof or the statements and undertakings so made are untrue,
inaccurate or incomplete.
SHANGHAI
PUDONG DEVELOPMENT
BANK
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(3)
The
Borrower violates Article 5 hereof.
(4)
The
Borrower breaches any other loan contracts, agreements entered into by it which
results in its debts under such loan contracts, agreements be declared mature
ahead of schedule; or the Borrower fails to repay its debts upon maturity under
other loan contracts, agreements entered into by it.
(5)
The
investors of the Borrower spirit away the capital, transfer the assets or assign
the equity shares without authorization.
(6)
The
guarantor has no longer assumed or will no longer assume the ability for
guarantee which is compatible to the Loan Facility or breaches the guarantee
documents executed by it.
(7)
The
Borrower violates any other Article under this Contract.
7.2
The
Lender’s failure to provide the Loan Facility in accordance with the provisions
of Section 3.2(2) shall constitute default, with the exception of any default
of
Borrower specified in Section 7.1 hereof.
Article
8 Remedy
for Default
8.1
The
Lender may decide at its sole discretion to take one or more of the following
measures as remedy if one or more of the events of default specified in Article
7 hereof occurs:
(1)
Declare immediate mature of the principal of the Loan Facility under this
Contract ahead of schedule, demand the full repayment of the interest due and
take immediate recourse by all means to the Guarantor or the Borrower.
(2)
Charge default interest on the delayed repayment and misappropriation of the
Loan Facility with a cumulative rate. The default interest rate for RMB loan
facility shall be fixed according to the provisions made by The People's Bank
of
China while the rate for foreign exchange loan facility shall be fixed at 20%
above the original interest rate.
(3)
Collect the amounts from all or part of the deposit accounts of the Borrower
with various business branches of Shanghai Pudong Development Bank.
(4)
Cancel the unused credit line of the Borrower.
(5)
Demand other security to be provided by the Borrower which is acceptable to
the
Lender.
(6)
Other
necessary measures provided by law.
SHANGHAI
PUDONG DEVELOPMENT
BANK
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Under
such circumstances, the Borrower agrees to waive its right of pleading without
any condition and shall compensate for all the losses incurred to the Lender
as
a result of the Borrower's default.
8.2
In
case of a default on the part
of
the Lender provided in Section 7.2, the Lender's liability for compensation
will
be limited to the actual losses suffered by the Borrower in obtaining an
alternative loan facility on the financial market, such as an interest balance
of an alternative loan obtained under usual circumstances by the Borrower on
the
financial market and that obtained from the Lender. The Lender shall not assume
other further liabilities.
Article
9 Miscellaneous
9.1
Where
after taking effect, there are conflict between this Contract and the relevant
laws, regulation and rules of the State, the parties shall timely consult and
enter into supplementary contract as a remedy based on the precondition that
the
safety and benefits of the Loan Facility of the Lender are assured. The Lender
shall reserve the rights of accelerating the maturity of the Loan Facility
and
immediate recourse.
9.2
This
Contract shall be governed by the laws of China. Any dispute in relation to
this
Contract shall be under the jurisdiction of the people's court where the
principle business site of the Lender is located.
9.3 This
Contract shall take effect after signatures and seals of both parties and shall
terminate at the full repayment of the principal, interest and expenses under
this Contract.
9.4
The
loan application, debt note, the corresponding security contracts and other
relevant documents and materials are an integral part of this Contract and
shall
have the same legal force as this Contract.
9.5
In
the event that this contract is executed prior to the day of granting the Loan
Facility and coded for the purpose of handling mortgage registration, the
computer system of the Lender will automatically create another contract number
at the time of granting the Loan Facility. The Parties agree that, under such
circumstance, both numbers are effective.
9.6
In
the events that for the purpose of handling mortgage registration this contract
is executed prior to the day of granting the Loan Facility and the anticipated
beginning and ending dates of the Loan Facility are filled out, dates of the
actual granting of the Loan Facility may be inconsistent with the anticipated
dates filled out under this Contract, the Parties agree that, under such
circumstance, the dates of actual granting of the Loan Facility recorded in
the
debt note shall prevail.
9.7
This
Contract shall be executed in two originals with each party holding an original.
Several copies shall be prepared for records.
SHANGHAI
PUDONG DEVELOPMENT
BANK
8
|
The
Borrower (Company
Seal)
Wuhan
Blower Co., Ltd.
Legal
Representative or
Authorized
Representative
(Signature
or Seal)
▇▇
▇▇▇ (Seal)
Bank
and Account Details:
|
The
Lender (Company Seal)
Shanghai
Pudong Development Bank Wuhan Branch
Legal
Representative or
Authorized
Representative
(Signature
or Seal)
▇▇
▇▇▇ (Seal)
Date:
June 4, 2007
|
SHANGHAI
PUDONG DEVELOPMENT
BANK
9