BANK OF COMMUNICATIONS BORROWING AGREEMENT 7th November, 2005
Exhibit
10.10
BANK
OF
COMMUNICATIONS
7th
November, 2005
Contract
No.:
Important
Notice
The
Borrower is requested to carefully read the contents of this Agreement,
especially the terms marked with ▲ ▲.
If you
have any questions, please ask the Lender.
Borrower:
Wuhan
Blower Co., Ltd.
Legal
Representative (Responsible Person): ▇▇
▇▇▇
Legal
Address: ▇▇▇▇ ▇▇▇▇ Island Science Park, ▇▇▇▇ ▇▇▇▇ Development Zone, Jiang Xia
District
Address
for Correspondence: ▇▇▇▇ ▇▇▇▇ Island Science Park, ▇▇▇▇ ▇▇▇▇ Development Zone,
Jiang Xia District
Lender:
Bank
of Communications Wuhan Branch
Responsible
Person: ▇▇
▇▇▇
Address
for Correspondence: ▇▇▇# ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Wuhan
WHEREAS,
the Borrower applies to the Lender for a loan, and, in order to specify the
rights and obligations of both parties, the Borrower and the Lender hereby
enter
into this Agreement through amicable negotiation on terms and conditions as
follows:
Article
1 Loan
1.1
Currency: RMB.
1.2
Amount (in words): RMB
THIRTY SEVEN MILLION YUAN ONLY.
1.3
The
loan under this Agreement shall be only used for Borrowing
the New Loan and Paying the Former.
-2-
1.4
Period: From November
7, 2005 to October 11, 2006.
Article
2 Calculation and Payment of Interest Rate and Interest
2.1
Interest Rate: 5.859%
(____ M
_____ Y). Daily interest rate = Monthly interest rate/30, Monthly interest
rate
= Yearly interest rate/12.
2.2
Calculation of Interest
2.2.1
Normal interest = interest rate as agreed in this Agreement multiplied by the
granting amount and number of days that ▇▇▇▇▇▇▇▇ has possessed the loan. The
number of days shall be calculated from the date of granting to the date of
maturity.
2.2.2
The
penalty interest on the overdue loan and the diverted loan shall be calculated
based on the overdue or diverted amounts and actual days. In case the loan
currency is RMB, the penalty interest rate of the overdue loan shall be
30%
above
the interest rate as agreed in this Agreement, and the penalty interest rate
of
the diverted loan shall be 100%
above
the interest rate as agreed in this Agreement; in case the loan currency is
foreign currency, the penalty interest rate shall be 20%
above
the interest rate as agreed in this Agreement.
2.3
The
interest on the loan under this Agreement shall be settled by the
first
of the
following ways, the interest shall be paid together with the principal loan
upon
the expiration of the loan. The interest shall be paid on the same day of the
interest settling day:
1.
Interest settled on the 20th
day
of
the last month of each quarter;
2.
Interest settled on the 20th
day
of
each month.
Article
3 Granting and Repayment of Loan
3.1
The
Borrower shall handle relevant procedures for drawing at least three (3) bank
working days in advance, and shall comply with the following granting plan.
| Granting Date |
Granted
Amount
|
|
| November 7, 2005 | RMB THIRTY SEVEN MILLION YUAN ONLY (amount in words) | |
| ___ D ___M ____Y; | __________________________________(amount in words) | |
| ___D ___M ____Y; | __________________________________(amount in words) | |
| ___D ___M ____Y; | __________________________________(amount in words) |
-3-
▲▲
3.2
The Lender shall be entitled to reject the granting of the loan before the
following conditions are met:
1.
The
Borrower has handled such legal formalities as related governmental permit,
approval and registration as well as other formalities as required by the
Lender, and the preceding formalities such as permit, approval or registration,
etc. shall continue to be effective;
2.
The
Guarantee Contract (if any) under this Agreement has come into force and
continues to be effective;
3.
The
business and financial status of the Borrower have no significant unfavorable
changes;
4.
The
Borrower doesn’t breach this Agreement.
3.3
The
actual granting date and granting amount shall be based on the records in the
Borrowing
Certificate.
3.4
The
Borrower shall repay on time subject to the date of maturity as agreed in the
Article 1.4 and the following schedules, in the case of discrepancy of the
date
of maturity as recorded in the Borrowing
Certificate
and that
as stipulated in this Agreement, the record in the Borrowing
Certificate
shall
prevail.
| Maturity Date |
Amount
of Repayment
|
|
| October 11, 2006 | RMB THIRTY SEVEN MILLION YUAN ONLY (amount in words) | |
| ___ D ___M ____Y | __________________________________(amount in words) | |
| ___D ___M ____Y | __________________________________(amount in words) | |
| ___D ___M ____Y | __________________________________(amount in words) |
▲▲
3.5
Without the written consent of the Lender, the Borrower shall not repay the
loan
in advance.
-4-
▲▲
Article 4 Representation and Warranty of the Borrower
4.1
The
Borrower is an independent civil entity which is lawfully established and will
exist legally, with all necessary legal capacity, and is able to perform the
obligations under this Agreement and take civil responsibilities in the name
of
itself.
4.2
The
execution and performance of this Agreement is the true declaration of will
by
the Borrower, obtaining all necessary consents, approvals and authorizations,
without any legal defects.
4.3
All
documents, statements, materials and information provided by the Borrower for
the Lender during the execution and performance of this Agreement are true,
accurate, complete and effective, without concealing from the Lender any
information which may affect its financial status and capacity to repay the
loan.
Article
5 Rights and Obligations of the Lender
5.1
The
Lender shall be entitled to recover the loan principal, interest (including
compound interest, overdue and diverted penalty interest) as agreed by this
Agreement, and collect the expenses payable by the Borrower, and perform other
rights as provided by the laws and as agreed by this Agreement.
5.2
The
financial, business materials and information provided by the Borrower shall
be
kept confidential, unless as provided by the laws or otherwise agreed by this
Agreement.
Article
6 Obligations of the Borrower
6.1
The
Borrower shall repay the loan principal and interest under this Agreement
subject to the time, amount and currency category as agreed by this Agreement.
6.2
The
Borrower shall not use the loan under this Agreement for other purposes.
▲▲6.3
The
Borrower shall bear the expenses and expenditures under this Agreement,
including but not limited to the notarization fee, appraisal fee, evaluation
fee
and registration fee, etc.
▲▲
6.4
The Borrower shall comply with the business system and operation practice of
the
Lender relating to handling the loan business, including but not limited to
assisting the Lender in the supervision and inspection on the use of the loan
and the operation state of the Borrower, timely providing all financial
statements, other materials and information as required by the Lender, and
ensuring the provided documents, materials and information are true, complete
and accurate.
-5-
▲▲
6.5
In
the case of any of the following cases, the Borrower shall give at least 30
days
notice in writing to the Lender, and shall not take any actions before paying
off the loan principal and interest under this Agreement or providing the
repayment program as approved by the Lender and providing a guarantee:
1.
Sell,
lease out, donate, lend, transfer, mortgage or otherwise dispose all or
substantial part of important assets and assets;
2.
The
operation system or property right organization form is or may be changed,
including but not limited to conducting contracting, lease, affiliate, corporate
system reform, reform of system of joint-stock and cooperation, sales of
enterprise, consolidation (merger), joint venture (cooperation), division,
establishing subsidiaries, transfer of property right and capital decrease,
etc.
▲▲
6.6
The Borrower shall give a written notice to the Lender within 7 days from the
date of occurrence or possible occurrence of the following matters:
1.
Alteration of the Articles of Incorporation, change of such industrial and
commercial registration matters as enterprise name, legal representative
(responsible person), domicile, address for correspondence or business scope,
and making a decision which has significant effect on finance and personnel;
2.
The
Borrower or the Guarantor plans to apply for or has been applied for bankruptcy
by the Creditor;
3.
Being
involved in serious litigation or arbitration cases, or otherwise, principal
assets or the Collateral under this Agreement are taken enforcement measures
such as property preservation, etc.
-6-
4.
Providing a guarantee for the third party, and hence having material unfavorable
effect on its financial status or capacity to perform the obligations under
this
Agreement;
5.
Signing the contracts which have material unfavorable effect on its operation
and financial status;
6.
The
Borrower or the Guarantor winds up, goes out of business, dissolve, stops doing
business for internal rectification, is cancelled or revoked a business
license;
7.
The
Borrower or its legal representatives (responsible person) or major managements
are involved in illegal acts;
8.
The
operation is in serious difficulty, the financial status worsens, or other
events occur which have side effect on the operation, financial status or
solvency of the Borrower.
▲▲
6.7
In
case changes occur to the guarantee under this Agreement which is unfavorable
to
the right of credit of the Lender, the Borrower shall timely provide other
guarantees approved by the Lender as required by the Lender.
The
“changes” as mentioned herein shall include but not limited to, the Guarantor
winds up, goes out of business, dissolves, stops doing business for internal
rectification, is cancelled or revoked of a business license, applies for or
has
applied for bankruptcy; the operation or financial status of the Guarantor
has
material changes; the Guarantor is involved in serious litigation or arbitration
cases; the value of the Collateral decreases or possibly decreases or takes
such
enforcement measures as property preservation; the Guarantor has defaulting
acts
under the Guarantee Contract; the Guarantor has conflicts with the Borrower;
the
Guarantor is required to cancel the Guarantee Contract; the Guarantee Contract
is invalid or void or cancelled; the security interest is invalid or null and
void; or other events affecting the safety of the right of credit of the Lender,
etc.
-7-
Article
7 Other Agreed Matters
▲▲
Article 8 Early Maturity of Loan
If
any of
the following cases occurs, the Lender shall be entitled to stop the payment
to
the Borrower of the unused loan, and unilaterally declare that all principal
part which is granted under the Agreement shall be due in advance, and require
the Borrower to immediately repay all loan principals of due loan and settle
the
interests.
1.
The
representation and warranty made by the Borrower under the Article 4 is not
true;
2.
The
Borrower violates this Agreement;
3.
Where
any matter to be notified as listed in the Article 6.6 occurs actually, which
the Lender deems will affect the safety of its right of credit;
4.
The
Borrower has such defaulting actions such as delay of performance when
performing other contracts signed with the Lender, and fails to make corrections
after notice by the Lender.
▲▲
Article 9 Breach of Agreement
9.1
In
the event that the Borrower fails to repay the loan principal in total, pay
the
interest on time or fails to use the loan for the purpose as stipulated by
this
Agreement, the Lender shall calculate and collect interests by the penalty
interest rates of the overdue loan or diverted loan, as well as calculate and
collect compound interest on the due and unpaid interest.
9.2
In
the case of failure to repay the total loan principal and interest on time,
the
Borrower shall bear the cost of collection, court fee (or arbitration fee),
cost
of preservation, announcement fee, execution fee, attorney fee, travel expense
and other expenses which have been paid by the Lender for the realization of
the
right of credit.
9.3
In
case that the Borrower escapes the supervision by the Lender, defaults in the
payment of loan principal and interest, escapes debts in bad faith, etc., the
Lender shall be entitled to report such actions to the relevant units and
announce through the news media.
-8-
▲▲
Article
10 Stipulation on Deduction and Transfer
10.1
Where the Borrower has loan principal, interest, penalty interest, compound
interest or other expenses, the authorized lender shall deduct and transfer
the
capital from any account which is opened by the Borrower in Bank of
Communications for the repayment purpose.
10.2
After such deduction and transfer, the Lender shall inform the Borrower of
the
account number, loan contract number, Borrowing Certificate number, deducted
and
transferred amount and the remaining debt amount in relation to such deduction
and transfer.
10.3
If
the moneys gained from such deduction and transfer are not sufficient to pay
off
all debts of the Borrower, such moneys shall be first used for compensation
for
the due and unpaid expenses. In case that the principal and interest is overdue
less than 90 days, the balance after compensation for the expenses shall be
first used for the compensation for the due and unpaid interest or penalty
interest and compound interest, and then used for compensation for the due
and
unpaid principal; in case that the principal or interest is overdue for 90
days,
the balance after compensation for expenses shall be first used for compensation
for the due and unpaid principal and then used for compensation for the due
and
unpaid interest or penalty interest and compound interest.
10.4
In
case that the moneys gained from such deduction and transfer are not consistent
with the category of debts to be compensated, it shall be based on the amount
for compensation for the debts which is converted by the exchange rate announced
by Bank of Communications on the Date of Deduction and Transfer.
Article
11 Settlement of Disputes
All
disputes under this Agreement shall be settled by the first
way of
the
following ways. During the period of disputes, each party shall continue to
perform the terms which are not involved in the dispute.
1
File a
lawsuit before the competent court at the place of the Lender;
-9-
2
_____/_________
Arbitration Commission shall make arbitration by the prevailing arbitration
rules at the time of arbitration application, the arbitral award is final and
binding upon both parties.
Article
12 Miscellaneous
12.1
The
Borrowing Certificate under this Agreement and the related documents and
materials which are acknowledged by both parties shall be integral part of
this
Agreement.
12.2
This
Agreement shall come into force after signed (or sealed) and stamped with
official seal by the legal representative (responsible person) or authorized
representative of both parties.
12.3
This
Agreement shall be executed in four
originals, the signing parties and the Guarantor shall hold one respectively.
(No
text
below this page)
-10-
The
Borrower has gone through the aforesaid terms, and the Lender has made
corresponding explanations
upon the request of the Borrower, who has no objections to all the contents.
The
Borrower: Wuhan Blower Co., Ltd. (SEAL)
Legal
Representative (Responsible Person) or Authorized Representative (SIGNATURE
OR
SEAL): /s/ ▇▇ ▇▇▇ (SEAL)
Date:
November
7, 2005
The
Lender: Bank of Communications Wuhan Branch (SEAL)
Legal
Representative (Responsible Person) or Authorized Representative (SIGNATURE
OR
SEAL): /s/ ▇▇▇▇ ▇▇▇▇▇▇ (SEAL)
Date:
November
7, 2005
-11-
Contract:
Maturity
Extension Agreement
Creditor:
BANK OF COMMUNICATIONS CO., LTD WUHAN BRANCH
Debtor:
Wuhan Blower Co., Ltd
Guarantor:
Wuhan Blower Co., Ltd
Article
1
This Agreement is an addition to the Borrowing
Agreement No. A101A05199 (hereinafter
referred to as the “Original Agreement”) and the Mortgage
Agreement No. DiA101A05158
(hereinafter referred to as the “Original Guarantee Agreement”); Unless
otherwise stipulated herein, provisions of the Original Agreement and the
Original Guarantee Agreement shall still be applicable to the rights and
obligations and pertinent matters of the Creditor, Debtor and Guarantor.
Article
2
The Creditor agrees to extend the maturity of corresponding debts (hereinafter
referred to as the “Original Debts”) set forth in respective Borrowing
Certificates/Bank Certificates under the Original Agreement, according to the
following table:
|
No.
|
Borrowing
Certificate/Bank Certificate
|
Amount
of Debts (Currency and Amount in Words)
|
Maturity
Date of Original Debts
|
Amount
of Debts the Maturity of Which is Extended (Currency and Amount in
Words)
|
New
Maturity Date after Extension
|
Interest
Rate of Maturity Extension
|
||||||
|
1
|
RMB
THIRTY-
SEVEN
MILLION YUAN ONLY
|
October
11, 2006
|
RMB
THIRTY-SEVEN
MILLION YUAN ONLY
|
April
11, 2007
|
6.615%
|
|||||||
|
2
|
||||||||||||
|
3
|
||||||||||||
|
4
|
Article
3
As of the date when the original debts mature, the interest rate of maturity
extension shall be applicable.
Article
4
The Guarantor shall continue to provide a guarantee for the extended debts
of
the Debtor:
4.1
Where
a mortgage/pledge guarantee (including the maximum amount mortgage) is specified
under the Original Guarantee Agreement, the Guarantor shall timely deal with
formalities of insurance renewal effected for mortgaged/pledged properties,
and
shall after formalities are properly finished submit relevant certificates
in
original copies to the Creditor for custody.
-12-
4.2
Where
a security guarantee (including the maximum amount security) is specified under
the Original Guarantee Agreement, the Guarantor shall continue to bear joint
and
several liability security for the Debtor’s extended debts. The security period
of each debt shall be two years from the new maturity determined after extension
of old maturity of such debt.
Article
5
The Debtor shall be responsible for any and all expenses arising from the debt
maturity extension, including but not limited to insurance expenses incurred
for
renewal of insurance affected for mortgaged/pledged properties.
Article
6
Other Agreed Matters
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Article
7
This Agreement will come into force after signed and by legal representatives
(responsible persons) or authorized representatives (personal seals thereof)
of
both Parties, and affixed with official seals of both Parties.
Article
8
This Agreement is executed in three original copies, with one text for each
Party.
|
Creditor
(Official Seal)
|
Debtor
(Official Seal)
|
|
Agreement
Seal of
|
Agreement
Seal of
|
|
Bank
of Communications Co., Ltd Wuhan Branch
|
Wuhan
Blower Co., Ltd
|
|
Responsible
Person or Authorized Representative
|
Legal
Representative (Responsible Person) ore Authorized Representative
|
|
(Signature
or Seal)
|
(Signature
or Seal)
|
|
/s/
▇▇ ▇▇▇
|
/s/
▇▇ ▇▇▇
|
|
Date:
October 11, 2006
|
Date:
October 11, 2006
|
Guarantor
(Official Seal)
Agreement
Seal of
Wuhan
Blower Co., Ltd
Legal
Representative (Responsible Person) ore Authorized Representative
(Signature
or Seal)
/s/
▇▇
▇▇▇
Date:
October 11, 2006
-13-