English Translation of Mortgage Contract of Maximum Amount
English
Translation of Mortgage Contract of Maximum Amount
Contract
No: Nong Yin ▇▇▇ ▇▇▇ Zi (2006) No. NO42901200600000856
Mortgagee:
Huanggang Branch of Agricultural Bank of China
Debtor:
Winner Medical (Huanggang) Co., Ltd.
Mortgagor:
Winner Industries (Shenzhen) Co. Ltd.
Whereas:
The
Debtor and the Mortgagee have entered into a serial of Loan Contracts
(hereinafter referred to as “Loan Contracts”) within the period and under the
maximum amount as stipulated in Clause I of this Contract. The Mortgagor
undertakes to provide security for the indebtedness of the Debtor under the
Loan
Contracts. In accordance with relevant PRC laws and regulations and through
friendly negotiation, the Parties agree to enter into this
Contract:
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I.
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Indebtedness
to be Secured and Maximum
Amount
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1.
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The
Mortgagor undertakes to provide security for the Debtor’s indebtedness to
the Mortgagee derived from its business dealing with the Mortgagee
during
the period from August 13, 2006 to August 13, 2007. The balance of
the
aforesaid indebtedness shall not exceed RMB 30 Million and indebtedness
in
foreign currency shall be calculated according to the selling price
on the
date of the dealing. The mature date of the aforesaid indebtedness
shall
not exceed August 13, 2008. The abovementioned dealings include both
loans
in RMB or foreign currency, L/C Issuance Finance, bankers acceptance
and Import Letter of Credit.
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2.
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Within
the period and under the maximum amount as stipulated in this Contract,
the Debtor is entitled to apply for revolving utilization of the
abovementioned bank credit facilities. The beginning date, mature
date,
interest rate and amount of each borrowing shall be determined by
the loan
certificate or relevant credit certificate under the Loan Contracts.
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3.
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The
Parties do not need to enter into individual security arrangement
for each
of the bank loan or bank facility granted by the Mortgagor within
the
period and under the maximum amount as stipulated in this Contract.
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4.
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The
dealings may be carried out in any currency and the security is to
secure
the indebtedness in the borrowed currency.
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II.
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Scope
of Security
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The
security under this Contract shall be to secure all of the loan principal,
interest, penalty interest, breach of contract compensation and all the expenses
such as litigation cost, lawyer’s fee, disposal cost of the collateral and
transfer cost etc. which is incurred to the Mortgagee in realizing its
creditor’s right.
The
security under this Contract shall also cover the indebtedness of the Debtor
which exceeds the agreed maximum amount due to fluctuation of exchange rate
of
foreign currency.
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III.
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Collateral
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1.
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The
Mortgagor agrees to mortgage its real property (please refer to the
collateral list numbered ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ Di Qing No. 2005002 which
is an
integral part to this Contract) to the
Mortgagee.
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2.
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The
value of the abovementioned collateral is estimated preliminarily
as RMB
Three Million Four Hundred Thousand and shall be determined according
to
the net proceeds derived from the disposal of such collateral.
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IV.
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Undertakes
of the Mortgagor
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The
Mortgagor undertakes that:
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1.
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it
has full and uncontroversial ownership and right of disposal for
the
collateral;
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2.
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the
collateral is allowed by law to be transferred
freely;
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3.
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there
is no seizure, attachment or existing mortgage on the
collateral;
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4.
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the
Mortgagor does not conceal any fact of overdue tax, construction
payment
or lease in relation to the
collateral;
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5.
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the
co-owner’s consent for the security has been
obtained;
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6.
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there
is no other circumstance in relation to the collateral which may
hinder
the Mortgagee from realizing of its
rights.
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V.
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Effect
of the Mortgage
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The
effect of the mortgage shall cover the adjunct, accessory right, composition,
mixture and proceeds of the collateral.
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VI.
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Possession
of the Collateral
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1.
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The
collateral under this Contract shall be possessed and managed by
the
Mortgagor with due diligence. The Mortgagee is entitled to supervise
and
examine the possession and management of the
collateral.
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2.
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During
the valid period of this Contract, the Mortgagor should not transfer,
donate, sell, lease, re-security or dispose by other means of the
collateral without the written approval by the Mortgagee. The proceeds
from the transfer, donation, sale, lease, re-security or disposal
by other
means of the collateral with the written approval by the Mortgagee
shall
be used to settle the indebtedness under the Loan Contracts or be
deposited in a third party designated by the Mortgagor and the Mortgagee.
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3.
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In
case of loss, damage or confiscation of the collateral, the Mortgagor
shall take all necessary efforts to minimize the loss and inform
the
Mortgagee in writing immediately. The insurance compensation or other
compensation received by the Mortgagor under such circumstance shall
be
used with priority to settle the indebtedness under the Loan
Contracts.
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4.
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In
case of devaluation of the collateral, the Mortgagee is entitled
to demand
the Mortgagor to recover the value of the collateral or to provide
other
means of security. In case of failure of the Mortgagor to do so,
the
Mortgagee is entitled to declare the indebtedness under the Loan
Contracts
become mature immediately and demand the Debtor to perform its obligations
or realize the security immediately.
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VII.
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Insurance
for the Collateral
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1.
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The
Mortgagor shall purchase the insurance for the collateral as instructed
by
the Mortgagee and the Mortgagee shall be the first
beneficiary;
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2.
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The
insurance policy shall be kept by the
Mortgagee;
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3.
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The
Mortgagor shall not terminate or cancel the insurance for any reason
during the valid period of this
Contract.
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4.
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The
insurance compensation shall be used with priority to settle the
indebtedness under the Loan Contracts and relevant
cost.
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VIII.
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Registration
of Security
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The
Mortgagor shall register the security with competent registration authorities
within 5 days after the signature of this Contract and provide the original
certificates to the Mortgagee.
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IX.
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Realization
of Mortgage
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1.
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In
case of breach of contract by the Mortgagor or Debtor under the Loan
Contracts or this Contract, the Mortgagee is entitled to declare
the
indebtedness under the Loan Contracts become mature immediately and
to
realize the mortgage under this
Contract.
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In
case
that the Debtor fails to perform its obligations under any of the Loan Contracts
upon maturity, the Mortgagee is entitled to use the collateral to make up for
the indebtedness or settle the outstanding indebtedness by the proceeds derived
from the sale or auction of the collateral. The remaining proceeds shall be
used
to secure the non-mature indebtedness under the Loan Contracts or shall be
deposited in a third party designated by the Mortgagor and the Mortgagee.
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2.
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If
there is more than one Mortgagor, the Mortgagee is entitled to choose
the
collateral of any Mortgagor in realization of the
security.
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X.
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Breach
of Contract
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1.
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The
Mortgagor and the Mortgagee shall perform their obligations under
this
Contract strictly after the effectiveness of this Contract. The breaching
party shall compensate the loss of the other party incurred by its
breach
of contract.
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2.
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The
Mortgagor shall compensate all the loss of the Mortgagee due
to:
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(1)
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concealment
of facts by the Mortgagor of co-ownership, dispute, seizure, attachment,
over-mortgage, lease, overdue tax or construction payment etc. in
relation
to the collateral;
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(2)
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disposal
of the collateral by the Mortgagor without written approval by the
Mortgagee;
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(3)
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other
breach of contract by the
Mortgagor.
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XI.
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Cost
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All
cost
of registration, evaluation, insurance, notary, deposit, authentication etc.
under this Contract shall be born by the Mortgagor.
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XII.
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Dispute
Settlement
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Any
dispute arising from this Contract shall be settled by litigation in the
People’s Court located in the region of the Mortgagee.
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XIII.
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Other
Issues
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The
Mortgagor shall familiar itself of the business status of the Debtor and the
occurrence and performance of the dealings under this Contract. The Loan
Contracts, loan certificate or relevant credit certificate will not be served
to
the Mortgagor separately.
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XIV.
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Effectiveness
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This
Contract shall take effect once it is signed or stamped by all parties or once
it is registered with the competent authorities as required by law.
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XV.
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This
Contract has three originals and each party shall retain one original
of
the same legal effect.
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XV.
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Attention
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The
Mortgagee has drawn the attention of the Mortgagor to understand each clause
of
this Contract clearly and comprehensively and has explained the relevant clauses
upon the request of the Mortgagor. The parties have the same understanding
about
this Contract.
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Mortgagee (official seal): Huanggang
Branch of
Agricultural
Bank
of China
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| Authorized Representative (signature): Jun Long: | /s/ ▇▇▇ ▇▇▇▇ | |
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Mortgagor
(official seal): Winner Industries (Shenzhen) Co.,
Ltd.
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| Authorized Representative (signature): ▇▇▇▇▇▇▇ ▇▇▇▇: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | |
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Date:
July 27, 2006
Venue:
▇▇▇▇▇▇▇, Shenzhen City
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