Short-Term Loan Agreement
Exhibit
10.22
Shanghai
Pudong Development Bank Wuhan Branch/Sub-branch
No.:
70052007280444
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Client:
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Wuhan
Generating Equipment Co., Ltd. (the “Company”)
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Date
of Application:
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October
23, 2007
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Address:
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Contact
Person of the Client:
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Tel:
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59700043
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Contact
Person of the Lender:
(to be filled in by the Lender)
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Fax:
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The
Company hereby irrevocably applies for the short term working capital
loan
from your bank in accordance with the following terms and conditions
under
this agreement:
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1. Paramount
Clauses
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This
Agreement is executed as a subsidiary financing document of the
Financing
Credit Agreement,
No. (Hereinafter
referred as the financing line agreement). Upon effectiveness of
this
Agreement, all its provisions shall be consolidated in the financing
line
agreement as a part of the agreement (If the Client and the Lender
have
entered into a financing line agreement, this item shall be selected
and
the serial number of the financing line agreement shall be specified.);
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This
Agreement shall constitute an independent loan document between
the Client
and the Lender (If the Client and the Lender has not entered into
a
financing credit agreement, this item shall be selected.)
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The
purpose of the loan under this Agreement is borrowing to repay,
which the
guarantor has already understood.
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Name
of
original agreement:
Date
of
Execution:
Serial
Number:
(If
purpose of the loan is borrowing to repay, this item shall be checked.)
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2. Description
of the Loan Facility
(If
the financing credit agreement executed by the client has provided
for the
interest rate and penalty interest rate in respect of the Loan, then
it is
not necessary to fill in relevant columns in this Agreement.)
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1
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Category
of Short Term Loans:
A.
Fixed Period Short Term Loan
B.
Short Term Loan Can Be Lent and Repaid at Any Time.
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Currency
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Amount
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Category
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Withdrawal
Date
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Due
Date of(or Period)
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Interest
Rate
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Manner
of Interest Settlement
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Penalty
Interest Rate
for
Overdue Repayment
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Penalty
Interest Rate
for
Appropriation
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RMB
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20,000,000
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A
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Oct.24
2007
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Oct.23
2008
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7.29
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%
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Interest
payment by quarters
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10.935
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%
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10.935
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%
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Oct.24
2007
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Oct.23
2008
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Description
of repayment mode:
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Instructions:
The RMB interest rate is yearly interest rate. In case of floating
interest rate, floatation period shall be specified. In case of Fixed
Period Short Term Loan, due date shall be filled in. Due date of
in case
of Short Term Loan of Borrowing and Repaying at Any Time refers to
the
date of latest repayment of Client.
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3. Description
of Guaranty
(If
the client financing line agreement has provided for the guarantee,
then
it is not necessary to fill in the relevant blanks in this
Agreement.)
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Guarantor:
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Wuhan
Blower Co., Ltd, ▇▇ ▇▇▇, Xu Hong Sheng
ZD7005200728020001
ZB7005200728021401
ZB7005200728021402
ZB7005200728021403
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Guaranty
Mode:
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x Mortgage;
o Pledge;
x Surety
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4. General
Provisions
The
Client hereby confirms that it has read and agrees to the following general
provisions of the loan agreement:
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1.
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Revocation
by Lender:
After the Lender executes this Agreement, the Lender may revoke the
loan
commitment under this Agreement at any time unless it actually grants
the
Loan applied by the Client to the Client according to this Agreement.
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2.
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Measure
of Interest Payment: Unless
it is expressly stated, measure of interest payment under this Agreement
shall be calculated each day and clearance of interest along with
the
principal.
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3.
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Delivery
of Documents:
The Client undertakes that it shall provide the following documents
to the
Lender or satisfy corresponding requirements prior to the withdrawal.
The
Lender shall have no obligation to examine the authenticity of these
documents:
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(1)
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Copies
of the latest articles of association and business license of the
Client;
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(2)
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Board
of directors resolutions authorizing the Client to execute this Agreement
and related subsidiary financing documents (In the event that articles
of
association of the Client limit agreements execution powers of the
legal
representative); and
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(3)
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Client’s
power of attorney in respect of its authorized representative and
sample
of signature of the authorized
representative.
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(4)
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This
Agreement is legally and effectively executed by the
Client;
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(5)
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The
withdrawal date specified by the Client is a business day of the
Lender.
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(6)
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In
the event that the Loan under this Agreement is guaranteed, the guaranty
documents have been executed and come into effect prior to the withdrawal.
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(7)
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Other
documents/conditions required by the Lender from time to time.
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4.
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Withdrawals
and Repayments Dates:
In
the event that specified withdrawal or repayment date is not a business
day of the Lender, then specified withdrawal or repayment date shall
be
postponed to the subsequent business day of the Lender. Interest
shall
be charged during the postponed repayment period.
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5.
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Repayment
in advance and acceleration of maturity:
In
case of Short-Term Loan of Borrowing and Repaying at Any Time, the
Client
may repay the loan at any time prior to the due date. In case of
Fixed
Period Short-Term Loan, if the Client intends to repay the loan ahead
of
schedule, the Client shall obtain written consent of the Lender and
fully
compensate the Lender for any costs and losses arising from the repayment
in advance. Any repayment in advance shall be considered as the
accelerating due of the loan. The Lender shall be entitled to inform
the
Client of accelerating due of the loan facility under this Agreement
at
all time without any causes, and the Client shall repay the loan
immediately.
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6.
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Tax:
Unless the law requires that the Client must deduct the relevant
taxation
when repaying the loan, the Client shall fully repay the loan under
this
Agreement without any deduction. If the Client must deduct the relevant
taxation according to the laws, the Client shall pay the Lender extra
sums
in order to ensure that the amount received by the Lender is equivalent
to
the amount without any deduction.
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7.
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Representations
and Warranties:
The Client makes the following warranties and representations and
these
warranties and representations shall be deemed as repeatedly effective
as
the Lender grants the Loan to the Client according to this Agreement
each
time:
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(1)
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The
Client is a company which is duly incorporated, organized under the
laws
of the PRC (Excluding Hong Kong, Macro Special Administrative Region
and
Taiwan Region, similarly hereinafter) and has the power and authority
to
execute this Agreement and any documents relating to this Agreement.
Further, the Client has taken any necessary corporate actions so
as to
ensure this Agreement and any documents relating to this Agreement
are
legal, effective and enforceable;
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3
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(2)
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Both
the execution of this Agreement and the performance of the obligations
under this Agreement by the Client have not and will not violate
any other
contracts or documents or articles of association executed by it,
any
applicable law, regulations or administrative rules, the related
documents, rulings, decisions by the competent authorities or be
inconsistent with any other obligations or arrangements by the Client.
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(3)
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There
are no liquidation, bankruptcy, reorganization, merger, division,
consolidation, winding-up, close-down, or other similar legal procedures
against the Client, its any shareholder or its affiliates; and no
circumstances which would probably result in or concern with such
procedures occur;
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(4)
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There
is no economic, civil, criminal, administrative litigation procedure
or
similar arbitration procedures against the Client and no circumstances
which would probably result in its involvement in such litigation
or
arbitration procedures;
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(5)
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There
is no enforcement, close down, seizing, freezing, pledge or regulatory
measures against the legal representative, directors, supervisors,
other
senior management or any significant assets of the Client;
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(6)
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The
Client undertakes that all the financial statements (If any) issued
by it
shall comply with the laws of the PRC and truly, completely and fairly
reflect its financial conditions. All the materials, documents or
information relating to itself and the guarantor provided by the
Client to
the Lender during the course of execution and performance of this
Agreement shall be true, effective, accurate, complete without any
concealing or omission;
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(7)
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The
Client shall strictly comply with the laws and regulations during
the
course of ordinary business and carry out various activities in accordance
with the business scope specified in business license of the Client
or
verified according to the laws and conduct annual registration inspection
timely.
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(8)
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The
Client undertakes that there are no other circumstances or events
which
may cause material adverse effect on performance ability of the Client.
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8.
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Undertakings:
The
Client hereby undertakes as follows:
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(1)
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The
Client shall strictly comply with and perform various obligations
under
this Agreements:
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(2)
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The
Client shall repay the principal and interest hereof and related
expenses
in accordance with provisions of this Agreements; the Client shall
conduct, obtain and comply with all the approval, authorization,
registration, license as required by applicable law, and maintain
the
effectiveness of the aforesaid to enable itself legally execute this
Agreement and performance all the obligations under any documents
related
to this Agreement. The Client shall present relevant certificate
or proof
if required by the Lender.
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4
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(3)
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Within
five (5) business days after being involved in any economic, civil,
criminal, administrative litigation procedures or similar arbitration
procedures which could cause material and adverse effect on itself,
or
knowing that its significant assets are involved in any enforcement,
seizing, close-down, freezing, lien or supervisory measures, the
Client
shall notify the Lender of the above matters in writing and specifically
explain the influence and the remedial measures which have been taken
or
planed to be taken;
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(4)
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Without
the written consent of the Lender, the Client shall not settle any
large
amount of liability payable to the third party other than the Lender
or
perform any guaranty liability.
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(5)
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Without
the written consent of the Lender, the Client shall not make itself
liable
to any large amount of liability or contingent liability or intend
to
offer any guarantee with priority against other liabilities payable
by
itself or any third party. During the period from execution date
of this
agreement to the full repayment of the liability under this Agreement,
without the written consent of the Lender, the Client shall
not:
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a.
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Carry
out the legal procedures such as liquidation, reorganization, bankruptcy,
takeover, consolidation, restructuring, dissolution, closing, winding
up
or similar legal procedures;
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b.
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Dispose
of any material assets by selling, leasing, gifting, transfer or
any other
means not for the purpose of ordinary operation;
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c.
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Change
its shareholding structure;
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d.
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Enter
into the contracts/agreements which may have material and adverse
effects
on the Client’s ability to perform the obligation under this Agreement or
bear the related obligations which have the same effects.
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(6)
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In
the event that there are some special circumstances or changes in
relation
to the guarantee under this Agreement, the Client shall timely provide
such other guarantees as agreed by the Lender upon the request of
the
Lender. These special circumstances or changes include but do not
limit
to: the guarantor is closed, liquidated and suspended of operation
for
rectification; its business license is revoked or cancelled; the
Client
applies for reorganization and bankruptcy or is required of reorganization
and bankruptcy; there are great changes in case of the operational
or
financial conditions; involving in material litigation or arbitration
cases; its legal representative, directors, supervisors or key managements
committed crimes; the value of the collateral decreases or the collateral
is imposed on protective measures such as seal up; the guaranty contract
is violated or is required to be rescinded, etc.
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(7)
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Upon
the request of the Lender, the Client shall go through procedures
of
public notary which has the validity of enforcement with the public
notary
authorities designated by the Lender at the Client’s expense.
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(8)
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The
Client shall notify the Lender of any events which may impair the
Client’s
ability to perform this Agreement or the obligations under any documents
in relation to this Agreement.
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9.
Expenses
and Costs: In
case
of the fees in connection with the amendment and execution, enforcement, public
notary, registration to any documents related to this Agreement incurred by
the
Lender, the Client shall immediately compensate the Lender for these fees upon
the request of the Lender, except for the taxation payable by the Lender subject
to the specified regulations of the law. The Client shall pay the stamp tax
and
other taxes in connection with this Agreement and any documents relating to
this
Agreement.
10.
Penalty Interest Rate: As
to any
sums due and payable by the Client to the Lender, the Client shall pay the
penalty according to the unpaid liability (including unpaid interest) during
the
period from the due date to the date of actual repayment. The penalty shall
be
settled each month (including any penalty for appropriation, if any) and
compound interest shall be calculated monthly.
11.
Authorized
Repayment and Offset:
The
Client hereby authorizes the Lender, in case of any failure to repay any due
liability payable by the Client to the Lender, whether the debt is under this
Agreement or not, to repay the liability by transferring the sums under the
Client’s account (without considering which currency kind) at the Lender. This
authorization is irrevocable. If the issue of exchange rate conversion is
involved, the Lender shall convert in accordance with the exchange rate
determined by the Lender and the Client takes the exchange rate risk.
12.
Certificate
of Indebtedness:
The
Lender shall maintain a set of accounts and supporting evidences in its
accounting books which relate to the business activities mentioned in this
Agreement in accordance with its consistent business operational standards.
Except for the obvious mistakes, the Client shall admit that the records
relating to the accounts and supporting evidences are the effective evidences
in
case of the liability payable by the Client.
13.
Assignment: The
Client shall not assign any rights or obligations under this Agreement. The
Lender shall have the right to assign its rights or obligations under this
Agreement to any third party at any time and disclose any information relating
to this Agreement to the third party, including any information provided by
the
Client or the guarantor of the Client for the purpose of this Agreement.
14.
Disclosure
of Information:
The
Client consents that except for the permitted disclosure in Section 13, the
Lender shall also have the right to disclose any information in relation to
this
Agreement to its headquarter, branches, affiliates and the staff employed by
these organizations. Meanwhile, the Lender shall have the right to disclose
information subject to the requirements by the law or regulations and the
governmental authorities or judicial authorities.
15.
Default:
Any
violations of any representations and warranties under this Agreement or such
representations and warranties being proved to be inaccurate, false, having
omission, misleading, or breached, and/or the Client violating or failing to
perform any undertakings under this Agreement, and/or the Client’s violation of
any provisions of this Agreement, and/or occurrence of any circumstances under
which safety of the Loan may be impaired, and/or the guarantor violating any
provisions of the guaranty document, shall all constitute Client’s default of
this Agreement. The Lender shall have the right to declare the accelerating
due
of the loan and compensate the Lender for all losses including the attorney
fees.
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16.
Special
provisions for group client(s):
In case
of group clients, the Client hereby consents that: (1) the Client shall timely
report the related transactions involving of no less than 10% net assets of
the
actual grantee of the loan, including: a. the related relationship between
the
parties to transaction; b. projects and nature of transaction; c. the sums
of
transaction or corresponding percentage; d. pricing policy (including the
transaction with no sums or symbolic sums); (2) The Lender shall have the right
to unilaterally cancel the facility which has not been used by the Client,
withdraw part or all of the facility which has been utilized by the Client
or
require the Client to provide up to 100% deposit under one of the following
circumstances: a. providing false materials or concealing material operational
and financial facts; b. without the consent of the Lender, the Client altering
proposed use of the facility , appropriating the facility or carrying on illegal
transactions by using the loan facility; c. the Client defrauds the bank capital
or facility by utilizing the false contract with the related party or
discounting and pledging the note receivable or accounts receivable without
actual trading background at the Bank; d. refusing the Lender’s supervision and
investigation on the use of bank facility and the related operational and
financial activities; e. arising material mergers, acquisitions or
reorganization and the Lender believes that the safety of the facility may
be
affected; f. intentionally evading or abolishing bank creditor rights through
related transactions.
17.
Other
provisions agreed: [None]
18.
Applicable
laws and judicial jurisdiction: This
Agreement shall be governed by and construed in accordance with the laws of
the
PRC (Excluding Hong Kong, Macro Special Administrative Region and Taiwan
Region). Any disputes in connection with this Agreement shall be under the
non-exclusive jurisdiction of the People’s Court in the locality of the Lender.
19.
Service of process in litigation:
The
Client confirms that in case of any litigation in connection with this
Agreement, serving of the judicial documents such as summons and notices during
the course of litigation on it to the address specified in the beginning of
this
Agreement shall be considered as duly being served. Any alteration of the above
address shall not be effective to the Lender unless notification is given to
the
Lender in advance.
20.
Severability of provisions: The
ineffectiveness, invalidity or unenforceability of any provisions shall not
affect the effectiveness, validity or enforceability of other provisions of
this
Agreement.
21.
Waivers:
During
the effective term of this Agreement, any extension or delay of carrying out
actions in case of any breach or other actions by the Client shall not impair,
affect or restrict all the rights or interests under the law or this Agreement
applicable to the Lender as the creditor or be considered as the approval for
the actions by the Client which are in violation of this Agreement, or even
be
considered as the waiver of the right to take measures in case of the current
or
pending actions of breach by the Client.
22.
Consistency of the Financing Line Agreement:
In the
event of any inconsistence between the Financing Credit Agreement (If any,
including its effective amendments as made from time to time) and this
Agreement, this Agreement shall prevail.
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23.
Execution:
This
Agreement is executed in four original copies. The Client keeps one (1) copy
and
the Lender keeps three (3) copies. This Agreement, after signed or sealed by
legal representatives/ heads or authorized agents of the Parties, shall become
effective from the date of application.
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Execution
Column
Both
Parties confirm that at the time of execution of this Agreement,
all
articles of this Agreement have been explained and discussed in detail.
Both Parties have no doubts on all articles of this Agreement and
have
correct understandings of the legal meaning of the rights or obligations
and liability restriction or exemption
clauses.
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Client
(Seal):
Wuhan
Generating Equipment Co., Ltd. (Seal)
Legal
Representative or Authorized Agent (Signature or Seal):
Xiao
Jixin (Seal)
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Lender
(Seal):
Shanghai
Pudong Development Bank Wuhan Branch
(Appropriative
Seal for Loan Contract)
Legal
Representative or Authorized Agent (Signature or Seal)
▇▇
▇▇▇(Seal)
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