Agreement on Line of Credit No. 2008 Zhen Zhong Yin Bu E Xie Zi No. 050203
Agreement
on Line of Credit
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Party A:
Shenzhen Highpower Technology Co., Ltd.
Business
License No.:
Legal
representative/principal: Pan Dangyu
Domicile:
A2 Block, Luoshan Industrial Park, Pinghu Town, Luogang District,
Shenzhen
Postal
Code: 518111
Opening
financial institution & account: Bank of China, Pinghu
Subbranch,
| Tel.: ▇▇▇▇▇▇▇▇ |
Fax:
▇▇▇▇▇▇▇▇
|
Party B:
Bank of China Limited, Shenzhen Buji Subbranch
Legal
representative/Principal: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Domicile:
▇▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Postal
Code: 518112
| Tel.: ▇▇▇▇▇▇▇▇ |
Fax:
▇▇▇▇▇▇▇▇
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Party A
and Party B, in light of developing friendly and mutual benefit cooperation
relationship, reached the following agreement through negotiation pursuant to
principles of voluntariness, equality, mutual benefit and good
faith.
Article
1: Scope of business
Party B
will provide Party A the line of credit as agreed in the Agreement. Party A may,
subject to the preconditions as agreed herein and in relevant single agreement,
apply to Party B for revolving use, adjustment or one-time use of the line of
credit for the purpose of RMB short-term loan, foreign currency short-term loan,
trade financing, Letter of Guarantee, funding business and other credit business
(collectively referred to as “single loan business”).
Trade
financing, as mentioned herein, includes opening international L/C, opening
domestic L/C, import ▇▇▇▇ advance, lading guarantee, packing credit, export ▇▇▇▇
advance, discounting acceptance draft under time L/C, buyer ▇▇▇▇ advance for
domestic L/C, seller ▇▇▇▇ advance for domestic L/C, negotiation of domestic L/C
and other international and domestic trade financing businesses.
Article
2: Types and Sum of Line of Credit
Party B
agrees to provide the following line of credit to Party A:
Currency:
RMB
Sum: (in
words) thirty-six million three hundred and sixty thousand
Yuan (in
figures) RMB36,360,000.000
The
detailed types and sum are as follows:
1. Line of
trade financing: RMB36,360,000.000 (in words: thirty-six million three hundred
and sixty thousand Yuan), which includes:
(1)
Factoring line of credit: RMB1,360,000.00 (in words: one million, three hundred
and sixty thousand Yuan)
(2) Line
of credit for opening domestic L/C (incl. buyer ▇▇▇▇ advance): RMB35,000,000.00
(in words: thirty-five million Yuan)
Article
3: Use of the line of credit
1. Within the use period of
the line of credit as agreed in the agreement, Party A may, without exceeding
the scope of line regarding respective single loan business as agreed herein,
use the respective line of credit by the following (1)
manner:
(1)
Revolving use: the detailed types of line of credit are factoring line of credit and
line of credit for opening domestic L/C (incl. buyer ▇▇▇▇
advance).
(2)
One-time use: the detailed types of line of credit are: / .
In case
Party A intends to adjust the use of line of loan of credit as agreed in Article
1, it shall apply to Party B in written form, subsequent to which Party B shall
determine whether or not grant and the details of the adjustment and inform
Party A in written form accordingly.
2. As of the effective date
of the Agreement, the balance of credit based on Agreement on Line of Credit or
similar agreement and single agreement thereof previously effective shall be
deemed the credit generated hereunder.
In which,
the balance of credit in the line of credit shall be deemed the line of credit
hereunder.
3. Unless otherwise agreed,
the following businesses shall not be incorporated into the line of
credit:
(1) Export ▇▇▇▇ advance where
the L/C is consistent with documents;
(2) ▇▇▇▇ advance or financing
based on the export L/C acceptable by Party B and accepted/ honored/ confirmed
for payment/ confirmed by the opening bank or confirming house, or based on the
▇▇▇▇ of exchange or sum under domestic L/C;
(3) Where Party A would
provide deposit, national debt, or deposit receipt issued by Party B, or the
acceptance ▇▇▇▇, letter of guarantee and standing L/C acceptable to Party B, the
sum of credit corresponding to the said guarantee will not be incorporated into
the line of credit;
(4)
(…) Other
businesses not incorporated into the line of credit otherwise confirmed by both
parties in written form.
Though
the said items will not be incorporated into the line of credit, the business
agreements thereof shall still constitute the single agreement hereunder and the
integral part hereof and shall be bound by the Agreement hereof, unless
otherwise agreed in the said business agreements.
Article
4: Agreements Executed in Single Loan Business
Party A
shall, in case of applying to Party B for the single loan business hereunder,
submit respective application and/or execute respective contract/agreement
(collectively referred to as “single agreement”) with Party B.
Article
5: Use period of the line of credit
The use
period of the line of credit as stated in Article 2 hereof shall be from the
effective date of the Agreement to 20 November 2009.
At the
expiration of the aforesaid use period, where Party B provides the line of
credit to Party A through negotiation, both parties may execute supplemental
agreement in written form, define clearly the new line of credit and use period
etc. The said supplemental agreement shall constitute integral part of the
Agreement hereof, and any items uncovered in supplemental agreement shall be
subject to provisions herein. The supplemental agreement shall be of the equal
force and effect as of the Agreement hereof.
Expiration
of the use period as aforementioned shall not influence the force and effect of
the Agreement and shall not constitute the cause of terminating the Agreement.
Single loan business executed between Party A and Party B in light of the
Agreement will be performed as per the agreements in the Agreement and in
relevant single agreement. Any rights and obligations already generated shall be
performed completely.
Article
6: Preconditions for single loan business
Party A
shall comply with the following conditions regarding single loan business as
required by Party B:
1. Reserve for Party B
relevant Company file, document, seal, namelist of relevant staff, specimen
signature relevant to the Agreement and single agreement, and fill in relevant
certificates;
2. Open the account required
by single loan business;
3. The guarantee agreed in
the Agreement and single agreement has been effectively
established;
4. Other preconditions
required of the single business agreed in single business
agreement;
5. Other conditions to be
met by Party A deemed necessary by Party B.
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Article
7: Guarantee
With
respect to the liabilities of Party A to Party B arising from the Agreement and
any single agreements, both parties agree to guarantee the liabilities by the
following methods:
(1) Springpower Technology
(Shenzhen) Co., Ltd will, subject to 2008 ▇▇▇▇ ▇▇▇▇▇ Yin Bu ▇▇▇ ▇▇▇ Zi No.
050203 Contract on Maximum Guarantee, provide the maximum guarantee and
sign corresponding Contract on Maximum Guarantee;
(2) Pan Dangyu will, subject to
2008 ▇▇▇▇ ▇▇▇▇▇ Yin Bu ▇▇▇ ▇▇▇ Zi No. 050203A Contract on Maximum
Guarantee, provide the maximum guarantee and sign corresponding Contract
on Maximum Guarantee;
(3) Li Wenliang will, subject to
2008 ▇▇▇▇ ▇▇▇▇▇ Yin Bu ▇▇▇ ▇▇▇ Zi No. 050203B Contract on Maximum
Guarantee, provide the maximum guarantee and sign corresponding Contract
on Maximum Guarantee;
(4) Ma Wenwei will, subject to
2008 ▇▇▇▇ ▇▇▇▇▇ Yin Bu ▇▇▇ ▇▇▇ Zi No. 050203C Contract on Maximum
Guarantee, provide the maximum guarantee and sign corresponding Contract
on Maximum Guarantee;
Maximum
pledge:
(1)
/ will provide the maximum pledge and sign corresponding
Contract on Maximum Pledge.
(2)
/ will provide the maximum pledge and sign corresponding
Contract on Maximum Pledge.
The
guarantee contract shall be signed corresponding to the detailed loan business
agreement in case single loan business is to be provided.
In case
of any events occurred to Party A or the guarantor which is deemed to be
influencing the performance capacity of Party A or the guarantor, or in case the
guarantee contract turns to invalid, is cancelled or rescinded, or in case Party
A or the guarantor seriously deteriorates in the financial position or is
involved in significant litigation or arbitration cases or any other conditions
which may influence its performance capacity hereunder, or in case the guarantor
breaches the guarantee contract or any other contract executed between Party B,
or in case the collateral is depreciated, damaged, lost or sealed which weakens
or eliminates the guarantee value, Party B shall have the right to require Party
A and Party A shall be obligated to provide new guarantee, to change guarantor
etc to guarantee the liabilities hereunder.
Article
8: Representations and commitments
Party A
represents as follows:
1. Party A is lawfully
registered and existed and of the full capacity for private rights and the full
capacity for civil acts as needed for the execution and performance of the
Agreement;
2. Executing and performing
the Agreement and single agreements shall be the declaration of Party A's true
intention with legal and valid authorization in accordance with the articles of
association or other internal management document. Execution and performance of
the Agreement and single agreements will not breach any agreement, contract or
other legal documents binding Party A. Party A has acquired or will acquire all
relevant approvals, permissions, filings or registrations needed by the
execution and performance of the Agreement;
3. All documents, financial
statements, certificates and other materials provided by Party A hereunder and
under any single agreement shall be true, complete, accurate and
valid;
4. The background of the
transaction hereunder shall be true and legal, which will not be used for
illegal purposes like money laundering etc;
5. Party A did not conceal
from Party B any event which may influence the financial position and
performance capacity of itself and the guarantor.
Party A
makes the commitment as follows:
1. Party A will submit the
financial statements (including but not limited to annual statements, quarterly
statements and monthly statements) on a regular basis or in a timely manner as
required;
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2. Party A will accept and
cooperate with Party A’s inspection and monitor over the use condition of the
line of credit and relevant production and operation, financial
activities;
3. In case Party A executes
with the guarantor hereunder any counter-guarantee contract or similar contract,
it shall not impair any rights of Party B hereunder;
4. In case of any conditions
which may influence the financial position and performance capacity of Party A
or the guarantor hereunder, including but not limited to the split-up, merging,
pooling, joint venture with foreign investors, cooperation, contract operation,
reconstruction, transformation, planning for listing etc of its business manner
in any form, reduction of registered capital, significant asset or equity
transfer, bearing of significant indebtedness, setup of new significant
liability on the collateral, seal-up of the collateral, wind-up, revocation or
(being applied) application for bankruptcy etc, or engaging in any significant
litigation or arbitration cases, Party A shall timely inform Party
B;
5. Party A agrees to follow
Party B’s relevant regulations and business practices regarding any items not
covered in the Agreement and in any single agreement.
Article
9: Internal related transaction and disclosure thereof in Party A’s
Group
Both
parties agreed to follow the item 1 as mentioned
hereunder:
1. Party A did not fall into
the customer group as determined in Guidelines for the Risk Management by
Commercial Banks for Granting Credit to Customer Groups
(“Guidelines”);
2. Party A falls into the
category of customer group as defined by Party B in compliance with Guidelines.
Party A shall, subject to provisions of Article 17 of Guidelines, timely report
to Party B the conditions of any related transaction over 10% of Party A’s net
assets, including the related relation of parties concerned, transaction items,
transaction nature, sum or respective ratio, pricing policies (incl. transaction
without any sum or with only symbolic sum).
Article
10: Defaults and treatment
Any of
the following conditions shall constitute or be deemed as the default of Party A
hereunder or under any single agreement:
1. Party A fails to perform
the payment and settlement obligations to Party B as agreed in the Agreement and
single agreement;
2. Party A fails to use the
funds acquired for agreed purposes as stated in the Agreement and single
agreement;
3. The representations made
by Party A in the Agreement and single agreement were untrue or breached the
commitment of Party B in the Agreement and single agreement.
4. In case of the condition
provided in Article 8, item 2 (4) which is deemed by Party B as influencing
Party A’s financial position and performance capacity, or influencing the
guarantor’s financial position and performance capacity, while Party A fails to
provide new guarantee and replace guarantor as agreed in the
Agreement.
5. Party A terminates the
business or is engaged in any wind-up, cancellation or bankruptcy
issues.
6. Party A breaches any
other agreements regarding involving party's obligations in the Contract or in
single agreement.
7. Party A was engaged in
any default issues under any other contract with Party B or other organizations
under Bank of China Limited;
8. The guarantor breaches
the agreement in guarantee contract, or is engaged in any default issues under
any other contract with Party B or other organizations under Bank of China
Limited.
Party B
shall, according to the actual situation, have the right to take the following
measures jointly or respectively regarding the aforesaid default
issues:
1. Require Party A and the
guarantor to correct the default action within required duration;
2. Reduce, suspend or
terminate in whole or in part the line of credit to Party B;
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3. Suspend or terminate in
whole or in part any business application of Party A under the Agreement, single
agreement or any other agreement between Party A and Party B; suspend or
terminate in whole or in part the issuance and handling of any loan not issued,
any trading financing business and letter of guarantee business not
handled;
4. Declare that the loan,
trade financing sum, principal and interest of advanced sum for letter of
guarantee not repaid and other payables under the Agreement, single agreement or
any other agreement between Party A and Party B shall be in whole or in part be
mature immediately;
5. Terminate or cancel the
Agreement, terminate or cancel single agreements and other agreements between
Party A and Party B in whole or in part;
6. Require Party A to
indemnify the losses caused to Party B thereby;
7. With prior or after
notice, deduct the sum in the account opened in Party B to discharge all or part
liabilities of Party B attributable to Party A. Any premature sum in the account
shall be deemed mature in advance. Where the currency of the account is
different from the pricing currency of Party B’s business, the settlement
exchange rate applicable to Party B at the time of deduction shall be followed
for the translation;
8. Exercise the security
interest;
9. Require the guarantor to
undertake the guarantee responsibility;
10. Party A promises that,
within the effective period of the Agreement, the total line of credit (which
may be extended to total amount of exposed credit) in all banks shall not exceed
RMB140 million, or else Party B shall have the right to suspend the
credit;
11. Any other measures deemed
necessary by Party B.
Article
11: Rights reservation
Any
party’s failure in performing the rights under the Agreement, single agreement
in whole or in part or in requiring the other party to perform and undertake
partial or whole liabilities and obligations shall not constitute the waiver of
the rights or release of the liabilities or obligations.
Any
party’s allowance or extension to the other party or delay in performing the
rights under the Agreement or single agreement shall not affect any of its
rights under the Agreement, single agreement, laws or regulations and shall not
be deemed as the waiver of the rights.
Article
12: Modification, alteration, termination and partial invalidity
The
Agreement may be subject to modification or alteration with both parties’
negotiation and consensus, and any modification or alteration made thereby shall
constitute integral part of the Agreement.
Unless
otherwise provided by laws or regulations or otherwise agreed by both parties
concerned, the Agreement shall not be terminated prior to the complete
performance of the rights and obligations hereunder and under single
agreement.
Unless
otherwise provided by laws or regulations or otherwise agreed by both parties
concerned, the invalidity of any provisions herein shall not influence the
validity of any other provisions herein.
Article
13: Applicable laws and dispute settlement
Unless
otherwise agreed by parties concerned, the Agreement and single agreement shall
be governed by laws of the People’s Republic of China.
Unless
otherwise agreed by parties concerned, upon the coming into force of the
Agreement and single agreement, any and all disputes arising from or in
connection with the execution and performance of the Agreement and single
agreement shall be subject to negotiation between both parties, failing which
any party hereto may solve the dispute under question by the 2 manner mentioned
below:
1. Submit to /
arbitration committee for arbitration.
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2. Appeal to the people's
court in the place where Party B resides or where any other organizations under
Bank of China Limited performing rights and undertaking obligations under the
Agreement or single agreement reside.
3. Appeal to the people’s
court with jurisdiction.
During
the dispute settlement period, any other articles not affected by the dispute
shall be performed as well.
Article
14: Expense
Unless
otherwise provided for by law or otherwise agreed by both parties, the expenses
(incl. attorney fee) for concluding, performing and dispute settling of the
Agreement and single agreement shall be borne by Party A.
Article
15: Attachments
The
following attachments and any other attachments and single agreements jointly
confirmed by both parties shall constitute integral part of the Agreement and be
of the same force and effect with the Agreement.
Attachment
7: Opening of Domestic L/C.
Attachment
9: Buyer ▇▇▇▇ Advance of Domestic L/C.
Attachment
12: /
..
Article
16: Other provisions
1. Party A, without the
consent of Party B in written, shall not assign any rights and obligations
hereunder or under any single agreement to any third party.
2. In case Party B shall, as
required by business, entrust other organizations under Bank of China Limited to
exercise the rights and undertake obligations under the Agreement and single
agreement, Party A shall agree with the arrangement. Other organizations under
Bank of China Limited as authorized by Party B shall have the right to exercise
all rights under the Agreement and single agreement and shall have the right to
appeal to the people’s court or to arbitration institution for any dispute under
the Agreement or single agreement.
3. The Agreement shall be
binding upon both parties and successors and assignees legally generated of both
parties without affecting any other provisions herein and in single
agreement.
4. Unless otherwise agreed,
domicile designated by both parties herein shall be the address of both parties
for communication. Both parties commit to inform the other party in written form
in case of changing the said domicile.
5. Headings and business
names as mentioned herein shall be used only for the convenience of reference,
which shall not be regarded as the interpretation of provisions contained herein
or rights and obligations of parties hereto.
6. Party A commits to take
Party B as the secondary mortgagee upon acquiring the property right certificate
of Lilang Production Base.
7. Party A commits that it
will take the settlement account opened in Party B as the main account of
recovering sales proceeds, and the relevant deposit and settlement sum therein
shall not be less than the credit tranche granted to Party A by Party
B.
8. Party A commits that it
shall inform Party B in written form and shall obtain the consent of Party B
prior to applying for any credit from other commercial banks, otherwise Party B
shall have the right to terminate the credit.
Article
17: Effectiveness
The
Agreement shall come into force with the signature of both parties’ legal
representatives, principals or authorized signatories and with both parties’
official seals.
The
Agreement shall be made in sextuplicate, out of which Party A shall hold one,
Party B shall hold two , the Guarantor shall hold two and the pledge
registration authority shall hold one. The six originals shall be of the same
force.
Party A:
Shenzhen Highpower Technology Co., Ltd.
Signatory:
/s/ Pan ▇▇▇▇ ▇▇ (Official
Seal)
28
November 2008
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Party B:
Bank of China Limited, Shenzhen Buji Subbranch
Signatory:
/s/ jiang ▇▇▇ ▇▇▇▇▇ (Official
Seal)
28
November 2008
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Attachment
7: For Opening of Domestic L/C
1. Where there is any
difference between the Attachment and the Agreement, the Attachment shall be
applied.
2. Preconditions agreed in
the Agreement shall be met in case Party A applies to Party B for opening
domestic L/C.
3. Party
A undertakes the following responsibilities irrevocably:
(1) Party A is willing to
comply with Rules for the Settlement of Domestic Letter of Credit and relevant
national regulations, agrees that Party B will go through all issues under the
L/C based on the Rules for the Settlement of Domestic Letter of Credit and
relevant national regulations and agrees to bear all responsibilities thus
generated.
(2) Party
A guarantees that all materials provided to Party B for opening the L/C shall be
true, complete and valid, and that the L/C to be opened shall be based upon
actual transaction. Party A agrees to bear all responsibilities for the
provision of any false and/or incomplete and/or invalid materials to Party B
and/or for the lack of actual transaction background for the L/C to be
opened.
(3) Prior
to paying the sum of L/C to Party B by Party A, Party A commits that the title
to the goods shall be attributable to Party B in case the goods under L/C is
subject to actual control of Party A.
(4) Party
A shall bear all effects arising from the unclear or ambiguous application
letter.
4. Opening
and Modification of domestic L/C
(1) In
case Party B accepts Party A’s application for opening domestic L/C, it shall
issue domestic L/C according to Application Letter for Opening Domestic L/C
submitted by Party A, while the detailed content shall be subject to the
domestic L/C issued by Party B.
(2)
Party’s requirement of submitting documents or files such as trade contracts etc
relating to the opening of domestic L/C shall not be interpreted as Party’s
obligation to issue the domestic L/C subject to the said documents or
files.
(3) In
case Party A intends to modify domestic L/C, it shall submit Application Letter
for the Modification of Domestic L/C to Party B. Party A agrees that Party B
will go through the modification issues of domestic L/C in compliance with Rules
for the Settlement of Domestic Letter of Credit and agrees to undertake the
liabilities and responsibilities thus generated. The Application Letter for the
Modification of Domestic L/C shall, upon issuance, be binding upon Party
A.
(4) Party
B shall have the independent discretion regarding the modification of domestic
L/C, it shall have the right to reject the modification application letter of
Party A and the right to propose the modification content. In case the
modification of domestic L/C involves sum and period etc. which is deemed by
Party B to increase the obligation of the guarantor, Party B shall be entitled
to require Party A to increase deposit, and/or require Party A to obtain the
signature and agreement of the guarantee in the Application Letter for the
Modification of Domestic L/C, or else Party B shall have the right to reject the
modification application of Party A.
(5)
Modification of domestic L/C shall not modify other rights and obligations of
Party A in the Agreement and the Attachment.
(6)
Content relating to domestic L/C in the Application Letter for the Opening of
Domestic Letter of Credit and the Application Letter for the Modification of
Domestic L/C shall be filled in Chinese, and all responsibilities generated due
to the ambiguity caused by the unclear writing or ambiguous wording in
application letter shall be borne by Party A.
(7) Party
A shall pay all expenses (incl. relevant banking fees refused by the beneficiary
of the L/C) arising from the opening and modification of domestic L/C in a
timely manner, the charging method shall be subject to Party B’
rules.
5. Payment under domestic
L/C
(1)
Within the valid period of domestic L/C, Party A shall, upon receiving Party A’s
notice about documents received, inform Party B within agreed period in the
notice the method of processing documents; or else it shall deemed that Party A
holds no rejection opinions about the documents and agrees Party B to pay/commit
for payment; in case Party A inform Party B within agreed period in the notice
to receive documents, and Party B agrees with Party A’s document handling
opinions, Party B may pay the sum/commit to pay the sum concerned. Party A shall
deposit payable sum as agreed in Application Letter for Opening Domestic Letter
of Credit.
In case
Party A informs Party B to receive documents yet Party B disagrees with Party
A’s document handling opinions, Party B shall have the right to determine at its
own discretion whether or not reject the payment solely in light of documents;
where Party A agrees to provide sufficient deposit or other payment guarantee to
Party B, Party B shall have the right to determine whether to release the right
of reject or not according to actual situations or whether to reserve the right
of rejection at its own discretion.
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(2) In
case Party A deems any discrepancy existed in documents and request to reject
the payment/ commitment of payment within agreed period in notice, it shall list
discrepancies all at once and shall submit the Cause for Rejection of Demand in
duplicate stamped with Party A’s reserved seal. Party B shall have the right to
deem discrepancies listed in the Cause for Rejection of Demand as all
discrepancies proposed by Party A regarding documents. Party B may reject the
payment in case it agrees with Party A for discrepancies proposed, while Party B
shall have the right to determine the payment/commitment of payment in case it
deems, according to review subject to practices, the discrepancies listed by
Party A can not hold water, or the discrepancies listed are immaterial
discrepancies which can not lead to reject of payment, subsequent to which Party
B may pay the sum by the payable sum deposited by Party A, all obligations and
responsibilities arisen thereby shall be undertaken by Party A.
(3) In
case the payable sum deposited by Party A hereunder is sufficient and thereby
Party B advances for Party A the sum payable, it shall constitute, upon the
payment of the sum, Party A’s liability to Party B under the Agreement and the
Attachment.
6. Supplemental
agreement
In
addition to the content agreed in the Agreement, Party A hereby makes the
following supplemental commitment to Party B regarding the business under the
Attachment:
(1) Upon
the issuance of domestic letter of credit, Party A shall immediately inform
Party B in written form in case of any modification made to trade contracts
which relates to the domestic letter of credit;
(2) With
respect to delayed payment confirmed by Party B, Party A shall not request Party
B to suspend the payment for any cause and shall waive the right, as required by
laws, regulations and rules, to apply to the people’s court for freezing the sum
under domestic letter of credit or the right to appeal to the people’s court for
suspending the sum under domestic letter of credit;
(3) The
risk of missing, delaying, omitting or damaging correspondence or documents
under domestic letter of credit in mail delivery, telecommunication delivery or
other delivery and the risk of using third party service by Party B shall be
borne by Party A.
7. Any other issues under
the Attachment shall be subject to the agreement in the Application Letter for
Opening Domestic Letter of Credit and Application Letter for Modification of
Domestic Letter of Credit.
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Attachment
9: Buyer ▇▇▇▇ Advance of Domestic L/C
1. Where
there is any difference between the Attachment and the Agreement, the Attachment
shall be applied.
2. Buyer
▇▇▇▇ advance refers to that Party B will, upon receiving documents from
negotiation bank or remitting bank, will grant Party A short-term finance with
Party A’s requirement to pay the sum subject to the documents.
3.
Preconditions of ▇▇▇▇ advance:
(1) The
preconditions agreed in the Agreement shall be met for Party A’s application of
buyer ▇▇▇▇ advance with Party B.
(2) The
letter of credit shall indicate the Rules for Settlement of Domestic Letter of
Credit issued by the People’s Republic of China or the updated version thereof
with the form and content reviewed and approved by Party B.
4. Party
B’s application for ▇▇▇▇ advance
Party A
shall submit the Application for ▇▇▇▇ Advance under Domestic Letter of Credit
for each application of ▇▇▇▇ advance business (“transaction”).
Every
transaction hereunder shall be interdependent, which shall be in compliance with
the Attachment, relevant Letter of Credit and Party A’s
application.
5.
Payment
Upon
meeting preconditions for ▇▇▇▇ advance, Party B will accept Party A’s
application for buyer ▇▇▇▇ advance, while Party B shall, subject to the sum
agreed in Application for ▇▇▇▇ Advance under Domestic Letter of Credit
acceptable by it, pay the sum under L/C on behalf of Party A.
Relevant
issues including period of ▇▇▇▇ advance etc shall be subject to the Application
for ▇▇▇▇ Advance under Domestic Letter of Credit aforementioned.
6. Party
A acknowledges hereby that:
(1) Party
B shall be entitled to dispose of the complete set of documents/goods under
buyer ▇▇▇▇ advance or any other security interest or interest in property
attributable to it by any applicable laws and regulations. In case the right of
disposing of the complete set of documents/goods under buyer ▇▇▇▇ advance shall
be attributing to Party A in accordance with applicable laws and regulations or
the judgment of any people's court or arbitration institution with jurisdiction,
Party A agrees that within the largest extent as permitted by applicable laws
and regulations it will transfer the right to Party B and acknowledge any
actions and omission of Party A in disposing of the documents/goods. In case the
right of disposing of the complete set of documents/goods under buyer ▇▇▇▇
advance shall be attributing to Party B in accordance with applicable laws and
regulations or the judgment of any people's court or arbitration institution
with jurisdiction, Party B will reserve the right until the complete discharge
by Party A of the ▇▇▇▇ advance financing surrendered by Party B.
(2) Party
A, as Party B’s assignee, applies to Party B for holding documents/goods and
repay the ▇▇▇▇ advance financing by Party B through sales proceeds, which
include but not limited to, on behalf of Party B, keeping relevant documents,
going through the warehousing, storage, transport, processing, sales and
insurance etc of the goods under the documents, keep the sales proceeds or
deposit the sales proceeds in the account designated by Party B. Party A shall
indicate the status hereunder when selling goods to third party.
(3) All
expenses (including but not limited to insurance, warehousing, storage, port fee
etc) arising from goods under Party A’s custody shall be borne by Party A; Party
A commits to insure the goods against all possible risks a the market value of
the goods, list Party B as the insured in the original insurance certificate and
present original insurance certificate to Party B for safekeeping. Party B shall
have the right to claim against insurance company in case of losses to insured
goods.
(4)
Without Party B’s permission, Party A shall not dispose of the goods through
delayed payment, payment in non-monetary manner or at the price lower than
market price. Party A shall not pledge or mortgage the goods to any party or set
the goods bound by any lien. Upon Party B’s demand, Party A shall submit to
Party B the details of the account of the goods, any sales revenue or any sales
contract relating to the goods; Party B shall be entitled to inspect the actual
condition of the goods in warehouse or occupy the goods again.
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7.
Supplemental commitment
In
addition to the content agreed in the Agreement, Party A shall make the
following supplemental commitment to Party B regarding the business under the
Attachment:
Party A
commits that the sales proceeds under the domestic letter of credit shall be
used for the repayment of the financing for Party A surrendered by Party
A.
8. Any
other detailed issues relating to the business under the Attachment shall be
subject to the agreement contained in the Application for the Buyer ▇▇▇▇ Advance
under Domestic L/C.
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