Contract for Packing Loans China Construction Bank
EXHIBIT
10.13
Trade
Financing No. 012
China
Construction Bank
Contract
No.: CXCKDDRZ 2010002
Party A
(Full Name): Shandong
Caopu Arts &
Crafts Co., Ltd.
Domicile:
▇▇▇▇ ▇▇▇▇▇▇
▇▇., ▇▇▇ ▇▇▇▇▇▇
Zip Code:
274400
Legal
Representative (Principal): ▇▇
▇▇▇▇▇▇▇▇
Facsimile: Telephone:
▇▇▇▇▇▇▇▇▇▇▇
Party B
(the Lender) (Full Name): China
Construction Bank Cao
County Subbranch
Domicile:
▇▇-▇
▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇▇
Zip Code: 274400
Principal:
▇▇▇ ▇▇▇▇
Facsimile: Telephone:
▇▇▇▇▇▇▇
Party A
has submitted to Party B, on a voluntary basis, the original and amended
original (if any) (L/C No.:
This
Space Intentionally Left Blank ,
L/C Amount (in words):
This
Space Intentionally Left Blank )
of documentary L/C in favor of Party A, and related materials, and has applied
to Party B for a loan. Both sides hereto, through amicable consultation, agree
to enter into this Contract which shall be strictly observed.
Article
I Amount of Loan
Party A
borrows from Party B a loan with an amount of RMB
4,000,000.00 (Say RMB Four Million Only).
Article
II Term of Loan
The term
of loan hereto is stipulated as one
hundred and twenty days from actual date of drawdown by Party
A.
Article
III Purpose of Loan
Party A
shall use the funds herein to acquire, arrange for production of, transport and
arrange for export of cargoes under the said L/C and shall not divert to any
other purpose.
Article
IV Prerequisites for Extension of Loan
Party B
shall be obliged to extend a loan on the condition that all prerequisites
hereunder are satisfied, unless otherwise waived, in whole or in part, by Party
B.
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1.
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Party
A has complete approval, registration, delivery, insurance and other legal
formalities pertaining to the loan hereto in compliance with relevant
laws, regulations and codes; and
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2.
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Party
A has submitted related documents requested by Party B, including, but not
limited to, certificates for purposes of loan, relevant L/C and its
amended original; and
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3.
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Security,
requested by Party B, has come into force and shall remain in effect;
and
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4.
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Party
A violates none of stipulations hereto;
and
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5.
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Other
prerequisites:
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This Space Intentionally Left
Blank
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Article
V Loan Interest Rate, Calculation and Settlement
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1.
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Interest
rate and calculation of the said loan shall be agreed by the 2nd
method hereinbelow:
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1)
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The
annual rate of the said loan hereto is
This
Space Intentionally Left Blank ,
on a day-to-day basis, and the interest shall be settled along with the
principal.
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2)
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The
annual rate of the said loan hereto is 5.346%,
on a day-to-day basis, and is calculated on a monthly
basis, with the 20th
day of each month as
interest settlement date (daily interest rate = monthly interest
rate/30).
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3)
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This
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Blank
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2.
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The
interest shall accrue from the actual date on which the funds are
transferred to the account of Party A. Where the loan is made in RMB, the
interest rate agreed herein shall remain unchanged during the duration of
this Contract. Where the loan is made in any foreign currency, any
adjustment to the interest rate aforementioned shall be otherwise agreed
by both parties hereto.
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3.
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In
the event that Party A makes repayment ahead of maturity, the interest
shall accrue at the actual days of use and the rate specified hereinabove.
Thereafter, the unliquidated amount shall remain fulfilled as stipulated
herein.
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Article
VI Repayment
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1.
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Export
proceeds from Party A or proceeds from export negotiation, bill purchased
or other trade financing businesses (including, but not limited to, bill
discounted under usance L/C, or purchase of receivables, forfaiting)
conducted at Party B shall be used as immediate resource for repayment of
loan principal, interest and other expenses. Each batch of export proceeds
under the said L/C (partial shipment allowed) shall also be used as
immediate resource for repayment of loan principal, interest and other
expenses.
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In the
event that Party A could not make repayment in the aforesaid method owing to
failure of delivery by Party A, presentation not constituting complying
presentation by Party A or any other reasons, Party A shall make repayment by
other funds.
In the
event that the loan comes due, Party A shall liquidate principal, interest and
other charges.
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2.
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During
the term of the said loan, Party A is obliged to make prepayment in line
with requests by Party B, in the event that any of occurrences mentioned
hereinafter takes place: Party A, for any one reason, fails to make
shipment in accordance with stipulations specified in the aforementioned
L/C, or fails to present full set of documents under the aforesaid L/C, or
Party A makes presentation to another bank; or Party A’s presentation is
reviewed by Party B as not constituting complying presentation; or the
issuing bank or confirming bank dishonors by non-acceptance for any
reason, or funds under the aforesaid L/C fail to be collected in whole on
schedule in accordance with stipulations under L/C terms for any reason;
or any change to L/C terms is adverse to Party B, including, but not
limited to, decrease of L/C amount, delay of payment, revocation of L/C,
shortening of validity of L/C, adverse change during period of shipment,
etc.
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3.
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In
the event that Party A makes prepayment with its own funds other than
export proceeds, Party A shall notify, in written form, five
banking days prior to the prepayment date and acquire consent from Party
B.
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Article
VII Rights & Obligations
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1.
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Party
B shall grant the said loan as agreed
herein.
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2.
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Party
A shall present all documents under the said L/C to Party B within the
validity of the said L/C and the period for presentation stipulated by the
said L/C for export collection under the said L/C, and shall not make
presentation to another bank.
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3.
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Party
A is entitled to request Party B to keep the financial materials and
business secrets, presented by Party A, confidential, unless otherwise
ruled by laws, regulations and codes, requested by authorized agencies or
stipulated by and between both sides
hereto.
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4.
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Settlements,
in whole, in RMB and foreign currencies hereto, for Party A, shall go
through accounts opened at Party B.
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5.
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Party
A shall repay loan principal, interest and relevant expenses, in whole, as
agreed herein.
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6.
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Party
A shall use the loan for purposes as agreed
herein.
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7.
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Party
A shall not request or accept amendment to the L/C terms or revoke the
said L/C unless otherwise acquiring written consent from Party B or the
Guarantor.
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8.
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Party
A shall not consign the said L/C and rights and obligations under the said
L/C unless otherwise acquiring written consent from Party
B.
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9.
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Party
A shall introduce uses of the packing loan and cargo export preparations
under the said L/C, make shipment as requested in the said L/C, accept
supervision by Party B, and present Party B full set of original clean
documents under the said L/C.
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10.
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Party
A shall guarantee authenticity and legality of underling transactions
under the said L/C.
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11.
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Party
A shall submit Party B true financial statements and relevant
materials.
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12.
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Party
A shall notify Party B in written form in two
working days in the event of any alteration to registration items,
covering legal representative (principal), domicile or site for business
operation, registered capital or corporate (organizational) articles of
association, etc.
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13.
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Party
A shall not make use of any of transactions with affiliates to evade
obligations to Party B; and shall not make false contracts with and among
affiliated companies, use bills receivable, accounts receivable and other
creditor’s rights without actual transactions to make discount or
hypothecation at bankers, in a move to obtain bank capital or credit
line.
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14.
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Where
Party A is a group of companies, Party A shall advise, in time, Party B of
transactions with affiliates involving more than 10% of net assets of
Party A, including: (1) relationships among parties to transactions; (2)
specific transactions and nature of transactions; (3) amount of each
transaction or corresponding proportion; (4) pricing policy, including
transactions involving no value or symbolic
value.
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Article
VIII Default Liability
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1.
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Any
one of occurrences hereunder happens to Party A shall endanger the claims
of Party B:
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1)
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Party
A violates any one of stipulations herein or Party A expresses explicitly
or shows by actions that Party A would not fulfill any one of stipulations
herein.
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2)
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Party
B shall deem any one of occurrences hereunder as endangering the safety of
claims herein: Party A’s involvement in contracting, trusteeship
(takeover), leasing, shareholding system reform, investment, joint
operation, merger, acquisition, restructuring, separation, joint venture,
application for business suspension for rectification, application for
dissolution, being revoked, (being applied for) application for
bankruptcy, change to controlling shareholder/actual controller or
transfer of substantial portion of assets, cease of production,
interruption of business, being imposed stiff fines by authorities, being
cancelled registration, being revoked license, involvement in major
lawsuit, suffering major
productive and operational difficulties, deterioration of financial
condition, failure to exercise duties by legal representative or
principal; failure to meet other matured debts by Party A (including debts
due of Party A to Party B or other affiliates of China Construction Bank),
or cheap transfer or free transfer of property, debt relief for a third
party or providing guarantee for a third party, negligent in exercising
obligatory rights or other rights, Party A’s shareholder(s) abusing of
corporate independent legal entity and shareholder(s) limited liability,
evasion of liabilities, or failure of providing, by Party A, property
certificate independent of its shareholder(s)’ property; guarantee hereto
not established, not yet effective, null and void, being revoked or
dissolved, the Guarantor’s default and breach, or explicit expression or
show by action of nonperformance of its guarantee responsibility, or loss
of guarantee capability in whole or in part, reduction in value of
security, etc., or other occurrences that might endanger creditor’s rights
of Party B.
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2.
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Party
B is entitled to adopt one or more than one methods hereinbelow in the
event of any one of occurrences specified in Paragraph 1, Article VIII of
this Contract.
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1)
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Suspend
to ▇▇▇▇▇ the said loan to Party A, announce the loan becomes immediately
due, request Party A repay immediately principal, interest and expenses of
all mature and unmatured debts
hereto.
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2)
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In
the event that Party A fails to use the said loan for the purposes as
agreed hereinabove, the amount embezzled by Party A shall accrue interest
and compound interest at default interest rate and the method of
settlement agreed herein starting from the date of use specified herein
until settlement of principal and interest in whole. In the event that
noninstallment of principal and interest on due date is stipulated herein,
the amount embezzled by Party A shall accrue interest and compound
interest at default interest rate on a quarterly basis starting from the
date of use specified herein until settlement of principal and interest in
whole. Where the loan is made in RMB, the default rate is 10.692%;
where the loan is made in one foreign currency, the default rate is
This
Space Intentionally Left
Blank .
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3)
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Prior
to the loan falls due, the interest not paid off on time by Party A shall
accrue compound interest at the interest rate set forth herein and the
method of settlement agreed herein.
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Where the loan falls
overdue, starting from the date overdue until settlement of principal and
interest in whole, the loan principal and interest not paid off on time by Party
A, including loan principal and interest declared by Party B falls due ahead of
maturity in whole or in part, shall accrue interest and compound interest at
past-due loan rate and the method of settlement stipulated herein; In the event
that noninstallment of principal and interest on due date is stipulated
herein, the loan principal and interest not paid off on time by Party A,
including loan principal and interest declared by Party B falls due ahead of
maturity in whole or in part, shall accrue interest and compound interest on a
quarterly basis at past-due loan rate. Where the loan is made in RMB, the
past-due loan rate is 8.019%;
where the loan is made in one foreign currency, the past-due loan rate is
This
Space Intentionally Left
Blank .
Loan past
due refers to the behavior that Party A fails to pay off loans due.
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4)
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Request
Party A provide guarantee in line with requirements of Party
B.
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5)
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Exercise
security rights;
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6)
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Other
remedy measures authorized by law.
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Article
IX Other Provisions
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1.
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Expense
Bearing
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Party A
shall bear related expenses for lawyer’s service, insurance, assessment,
registration, custody, appraisal, notarization hereto, unless otherwise
stipulated.
Party A
shall assume all actual costs incurred by Party B for protection of creditor’s
rights, including, but not limited to, litigation fees, arbitration fees,
property preservation fees, travelling expenses, execution fees, assessment
fees, lot money, notarial fees, fees of service, lawyer’s fees, and so
on.
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2.
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Transfer
& Collection of Receivables
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Party B
is entitled to transfer all receivables under this Contract and collect
corresponding funds (in RMB or other currencies) at the accounts of Party A
opened with subordinates of China Construction Bank. Where formalities for
foreign exchange sale and purchase or foreign exchange dealings are needed,
Party A shall be obliged to assist party B to go through the formalities and
bear exchange rate risks.
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3.
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Usage
of Information of Party A
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Party A
shall agree to investigation, by Party B, on its business credit with the credit
database approved and founded by The People's Bank of China and credit checking
authorities, or at related agencies or organizations, and shall approve of Party
B’s providing the information of Party A to the credit database approved and
founded by The People's Bank of China and credit checking authorities. Party A
shall also agree to Party B’s fair use and disclosure of the information of
Party A for business needs.
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4.
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Announcement
to Press
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Party B
is entitled to notify related agencies or organizations of any one of defaults
occurred to Party A, and is entitled to make announcement to press for such
defaults.
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5.
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Evidentiary
Effect of Recordation of Party B
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Unless
otherwise credible and certain evidence to the contrary are tended, any of
internal financial records of Party B containing principal, interest, expense
and repayment, bills of documents and vouchers produced or preserved by Party B
during the course of services, for Party A, involving drawdown, repayment,
interest payment, etc., and ▇▇▇▇▇▇▇ records and certificates constitutes
established evidence effectively in proof of the relationship between Party A
and Party B as debtor and creditor. Party A shall not raise an objection only to
production or preservation, by Party B unilaterally, of recordation,
transcription, bills of documents and certificates hereinabove.
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6.
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Reservation
of Rights
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Rights of
Party B herein shall not influence or exclude its enjoying any other right in
accordance with laws and regulations or other contracts. Any grace, extension,
preference or moratorium on exercising any right herein against any default or
delay shall not be deemed as waiver of such right and interest herein or
permission or recognition of any breach of contract, nor restrict, deter or
impede continual exercising of such right or exercising of any other rights, nor
cause Party B to assume obligation and responsibility against Party
A.
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7.
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Besides
liabilities herein, Party A still owes other matured debts to Party B,
Party B is entitled to transfer and collect funds (in RMB or other
currencies) at the accounts of Party A opened with subordinates of China
Construction Bank for the use of, for the first place, paying off any
matured debt, and Party A shall agree not to raise an
objection.
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8.
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Party
A shall immediately notify Party B of any change, in writing, to its
correspondence address or contact information. Any losses caused by
untimely notification shall be at the expense of Party
A.
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9.
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Interpretation
of this Contract shall define genuine intention of terms of this Contract
in compliance with principles hereinafter: the purpose of this Contract,
wording, clauses and terms, trading practices and honesty and
credibility.
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10.
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The
Application for Packing Loan and other vouchers, documents, etc. shall be
kept as appendices to this Contract and constitute an integral part
hereof.
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11.
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Dispute
Resolution
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In the
event that any dispute during the course of execution of this Contract is
aroused, both parties hereto shall seek negotiated settlement. In the event that
negotiation fails and both sides hereto have to turn to the way of (1)
hereunder for a settlement.
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(1)
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Bring
a lawsuit at the local court where Party B
resides.
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(2)
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Submit
their dispute to
This Space Intentionally Left Blank arbitration
commission (venue of arbitration:
This Space Intentionally Left Blank ) in accordance with
arbitration rules, of this commission, in effect at the time of applying
for arbitration. The arbitral award is final and binding upon both parties
hereto. In the event that the dispute or arbitration is now being solved,
other clauses that involve no dispute shall continue to be
exercised.
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12.
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Execution
of Contract
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This
Contract shall come into effect unless preconditions hereunder are
satisfied:
This
Contract shall come into effect after being signed and sealed by the legal
representative (principal) or authorized agent of Party A and being signed and
sealed by the principal or authorized agent of Party B.
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13.
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This
Contract is drawn up in triplicate.
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14.
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Other
Stipulations
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1)
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This
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Blank
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2)
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This
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Article
X Declarations
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1.
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Party
A is well aware of the scope of business and authorizations of Party
B.
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2.
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Party
A has read through each clause hereof. Party B has given full explanations
on terms herein in regard to request by Party A. Party A has full
knowledge and understanding of connotations of each clause and
corresponding legal consequences.
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3.
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Party
A’s entering into and fulfillment of obligations of this Contract comply
with laws, administrative regulations and rules, codes, and articles of
association and internal documentation, and has acquired approval from
internal powerful authority and/or state’s
authority.
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Party
A:
Shandong Caopu Arts & Crafts Co., Ltd. (Sealed)
Legal
Representative (Principal) or Authorized Agent: ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Dated:
Mar. 9, 2010
Party
B:
China Construction Bank Cao County Subbranch (Sealed)
Principal
or Authorized Agent:
▇▇▇ ▇▇▇▇
Dated:
Mar. 9, 2010