Loan Contract (Summary Translation) Bank of Communication
Ref.
No.:
3770502005M100004900
Loan
Contract
(Summary Translation)
(Summary Translation)
Bank
of
Communication
-1-
Ref
No.:3770502005M100004900
| Borrower: | Fuwei Films (Shandong) Co., Ltd. |
| Legal Representative: | ▇▇▇▇▇▇ ▇▇ |
| Legal Address: | ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ |
| Correspondence Address: | Same as above |
| Lender: | Weifang Branch, Bank of Communication |
| Responsible Person: | ▇▇▇▇▇▇▇ ▇▇▇▇ |
|
Correspondence
Address:
|
Dongming Road, Hi-Tech Development Zone, Weifang |
Both
parties agree to the following terms:
|
1
|
Loan
|
|
1.1
|
Currency:
Renminbi (RMB)
|
|
1.2
|
Amount:
52,600,000 Only
|
|
1.3
|
The
proceeds of the Loan under this Contract shall be used for
industrial
working capital.
|
|
1.4
|
Loan
Period: Commencing from December 30, 2005, to November 25,
2006.
|
|
2
|
Interest
Rate and Computation of
Interest
|
|
2.1
|
Interest
rate: 6.696% (√ annually
monthly).
|
|
2.2
|
Computation
of Interest
|
|
2.2.1
|
Normal
interest = interest rate under this Contract X
proceeds of the Loan X number of days of
use. Number of days of use is calculated from the drawing date
to the
maturity date.
|
-2-
|
2.2.2
|
The
penalty interest of the overdue loan and appropriated loan
is calculated
based on the amount and the actual number of days overdue or
appropriated.
If the currency of the loan is Renminbi (RMB), the overdue
penalty
interest rate is equal to the loan interest rate set forth
in this
Contract plus 30% of such loan’s interest rate, and the appropriated
penalty interest rate is equal to the loan interest rate set
forth in this
Contract plus 50% of such loan interest rate. If the currency
of the loan
is a foreign currency, the aforesaid penalty interest rates
are equal to
the loan interest rate set forth in this Contract plus 20%
of such loan
interest rate.
|
|
2.3
|
The
loan under this Contract uses the second (2nd)
method mentioned below for payment of interest. On the maturity
date, the
interest shall be paid together with the principal. The date
of payment of
interest is the date of the settlement of
interest:
|
|
1.
|
Interest
settlement on the 20th
day of the last month of each quarter;
or
|
|
2.
|
Interest
settlement on the 20th
day of each month.
|
|
3
|
Granting
and Repayment of Loan
|
|
3.1
|
Borrower
shall start the related procedure three (3) business days prior
to drawing
the proceeds of the Loan in accordance with the following loan
drawing
schedule: (N/A)
|
Drawing
Date Drawing
Amount
___
day
___ month ___ Year; ________________________(amount in English)
___
day
___ month ___ Year; ________________________(amount in English)
___
day
___ month ___ Year; ________________________(amount in English)
___
day
___ month ___ Year; ________________________(amount in English)
-3-
|
3.2
|
Unless
all of the following conditions are satisfied, ▇▇▇▇▇▇ has the
right to
refuse to grant the Loan:
|
|
1.
|
Borrower
has already completed the statutory procedures including obtaining
related
permit, approval and registration from the government and such
permit,
approval and registration remain in full force and
effect.
|
|
2.
|
The
guarantee contract (if any) under this Contract has come into
effect and
remains in full force and effect.
|
|
3.
|
The
financial condition of the Borrower does not have any substantial
adverse
changes; and
|
|
4.
|
Borrower
is not in breach of this Contract.
|
|
3.3
|
The
actual drawing date and drawing amount shall be in accordance
with the
promissory note.
|
|
3.4
|
Borrower
shall not repay the Loan prior to the scheduled date without
having a
written consent from Lender.
|
|
4
|
Representation
and Guarantee of the
Borrower
|
|
4.1
|
Borrower
is an independent entity and has the necessary contractual
capacity to
perform this Contract and will be liable for its non-performance
of its
obligations hereunder.
|
|
4.2
|
The
execution and performance of this Contract is the true intention
of the
Borrower, and the Borrower has all necessary consents, approvals
and
authorizations to perform its obligations.
|
|
4.3
|
All
the documents, reports, data and information provided by the
Borrower to
the Lender during the execution and performance of this Contract
are true,
accurate, complete and in full effect, and Borrower has not
withheld any
information which may affect the evaluation of its financial
status and
repayment ability.
|
| 5 |
Rights
and Obligations of Lender
|
-4-
|
5.1
|
Lender
has the right to be repaid the principal, receive interest
(including
compound, overdue and appropriated penalty interest) and the
necessary
expenses from the Borrower in accordance with this Contract.
Lender has
the right to exercise any other rights under the relevant laws
and
regulations or stipulated in this Contract.
|
|
5.2
|
Except
as otherwise specified under this contract, Lender shall keep
all the
financial and operation data and information confidential unless
compelled
by requirements of applicable laws and regulations.
|
| 6 |
Rights
and Obligations of
Borrower
|
|
6.1
|
Borrower
shall repay the Loan under this Contract and pay the interest
hereunder in
accordance with the date, amount, currency set forth in this
Contract.
|
|
6.2
|
Borrower
shall not use the proceeds of the Loan for any usage not stipulated
in
this Contract.
|
|
6.3
|
Borrower
shall be liable for the expenses under this Contract, including
but not
limited to, expenses for notary service, authentication, evaluation
and
registration.
|
|
6.4
|
Borrower
shall comply with the operation procedure and the general practice
of the
Lender and loan application, including but not limited to,
facilitating
▇▇▇▇▇▇’s examination and supervision on Borrower’s operation status, and
providing all the financial statements, or any other data and
information
requested by ▇▇▇▇▇▇, and shall guarantee that such documents,
data and
information are true, complete and accurate.
|
|
6.5
|
If
any one of the following events occurs, Borrower shall notify
the Lender
within thirty (30) days and shall not commence such activities
unless the
Loan and interest under this Contract are repaid completely,
or a
repayment schedule and guarantee are approved and accepted
by the Lender.
These are as follows:
|
-5-
|
1.
|
Selling,
donating, renting, lending, assigning, mortgaging, pledging
or disposing
of all or substantial part of its
assets.
|
|
2.
|
Any
substantial changes in organization or structure of the Borrower,
including but not limited to, its operation, subcontracting,
lease,
affiliation, company restructuring, joint-stock, merger (consolidation),
equity joint-venture (non-equity), spin-off, incorporation
of subsidiary,
asset assignment, reduction of registered capital, etc.
|
|
6.6
|
Borrower
shall notify the Lender within seven (7) days of occurrence
of any of the
following events:
|
|
1.
|
Amendment
of the Articles of Association, change of ▇▇▇▇▇▇▇▇’s name, change of legal
representative , change of domicile, change of address, and
change in the
scope of its business.
|
|
2.
|
Borrower
or Guarantor’s (if any) intention to file for
bankruptcy.
|
|
3.
|
Borrower’s
involvement in any major litigation or arbitration, or any
lien or
encumbrance is imposed on its
assets.
|
|
4.
|
Borrower’s
guarantee to any other third party, which will have an adverse
effect on
its financial status and ability to perform its obligations
under this
Contract.
|
|
5.
|
Borrower
enters into a contract which will have a material adverse effect
on its
operation and financial status.
|
|
6.
|
Borrower
or Guarantor (if any) stops its operation, its business terminates
or its
business license is revoked.
|
|
7.
|
▇▇▇▇▇▇▇▇’s
legal representative or senior management has committed a criminal
offence.
|
|
8.
|
Borrower
faces substantial hardship in managing its business or any
other event
which will have an adverse effect on the financial status or
ability of
the Borrower to repay the Loan.
|
-6-
|
6.7
|
Any
changes to the form of collateral under this Contract that
may have
adverse effect on ▇▇▇▇▇▇’s right shall be made upon ▇▇▇▇▇▇’s consent.
|
| 7 |
Maturity
Repayment of the Loan before the Maturity
Date
|
|
7.1
|
In
the event of the occurrence of any of the following events,
▇▇▇▇▇▇ has the
right to suspend the drawing of the proceeds of the Loan and
require
repayment of the principal of the Loan partially or completely
before the
maturity date and demand that the Borrower repay the principal
of the Loan
and pay the interest hereunder. These are as
follows:
|
|
1.
|
Borrower’s
representations and warranties in Section 4 are not true;
|
|
2.
|
Borrower
is in breach of this Contract;
|
|
3.
|
The
events set forth in Section 6.6 have occurred and ▇▇▇▇▇▇ believes
that
such event will have a material adverse effect on its rights
as a
creditor; or
|
|
4.
|
Borrower
has delayed its performance or is in breach of other contracts
entered
into between Borrower and Lender, and has not provided the
Lender with any
remedy upon notification by ▇▇▇▇▇▇.
|
| 8 |
Breach
of Contract
|
|
8.1
|
In
the event that ▇▇▇▇▇▇▇▇ fails to repay the principal or interest
in full
in a timely fashion, or to use the proceeds of the Loan as
set forth in
this Contract, ▇▇▇▇▇▇ has the right to use the overdue penalty
interest
rate and appropriate penalty interest rate to calculate the
interest.
|
|
8.2
|
In
the event that ▇▇▇▇▇▇▇▇ fails to repay the principal or interest
in full
in a timely fashion, Borrower shall be liable for the Lender’s expenses in
exercising its creditor’s rights, including litigation cost (arbitration
fee), costs of preservation of asset, costs of publication,
enforcement
costs, legal fees, travel and other expenses.
|
-7-
|
8.3
|
In
the event that ▇▇▇▇▇▇▇▇ avoids ▇▇▇▇▇▇’s supervision, fails to repay the
principal or the interest of the Loan or avoids the repayment
intentionally, ▇▇▇▇▇▇ has the right to inform relevant government
authority and to publish the payment notification in the news
media.
|
| 9 |
Withdrawal
Instruction
|
| 9.1 |
In
the event that ▇▇▇▇▇▇▇▇ is overdue in payment in respect of
principal,
interest, penalty interest, compound interest or other expenses,
▇▇▇▇▇▇ is
authorized to withdraw the money from any other bank accounts
of Borrower
with Bank of Communication to setoff the said outstanding payment.
|
| 9.2 |
After
the aforesaid withdrawal, ▇▇▇▇▇▇ shall inform the Borrower
of such account
number, loan contract reference number, promissory note reference
number,
amount of withdrawal, and the outstanding Loan amount.
|
| 9.3 |
If
the amount of withdrawal is not sufficient to setoff the aforesaid
payment, the overdue expenses shall be settled first. If the
principal and
interest are overdue for less than ninety (90) days, the remaining
balance
shall be first used to settle the overdue interest, penalty
interest and
compound interest, then shall be used to settle the overdue
principal. In
the event that the overdue payment or interest is overdue for
more than
ninety (90) days, the remaining balance shall be used to settle
the
overdue principal, then shall be used to settle the overdue
interest,
penalty interest or compound interest.
|
| 9.4 |
If
the currency of the aforesaid withdrawal amount is different
from the
currency of the Loan, the exchange rate determined by Bank
of
Communication on the date of withdrawal shall be used for the
currency
conversion calculation.
|
| 10 |
Dispute
Resolution
|
|
10.1
|
Any
dispute arising from or in connection with this Contract shall
be resolved
by the first method listed below:
|
-8-
|
1.
|
File
a lawsuit to the competent court in the place where Lender
is located; or
|
|
2.
|
Submit
the disputes to _____________________ arbitration committee
for
arbitration in accordance with the currently effective arbitration
rules
of such committee. The arbitral award is final and is legally
binding upon
both Parties.
|
| 11 |
Miscellaneous
|
|
11.1
|
This
Contract comes into effect upon both Parties’ execution of this
contract.
|
|
11.2
|
This
Contract is executed in three (3) counterparts. Each of the
Parties and
Guarantor shall keep one counterpart.
|
IN
WITNESS WHEREOF,
the
parties hereto have executed this Contract as of the day and year first
set
forth below.
| December 20, 2005 | |
| Borrower (seal): | Lender (seal): |
| Legal Representative or Authorized Person | Responsible Person or Authorized Person |
| Xiaoan He | Bank of Communication |
| (signature or seal) | (signature or seal) |
-9-