Loan Contract (Summary Translation) Agricultural Bank of China
| Exhibit 10.6 |
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Ref.
No.: (wei) nong yin jie zi
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Loan
Contract
(Summary Translation)
(Summary Translation)
Agricultural
Bank of China
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Ref.
No.:
(wei) nong yin jie zi
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| Borrower: | Fuwei Films (Shandong) Co., Ltd. |
| Lender: | Weifang Branch, Agricultural Bank of China |
Both
parties agree to the following terms:
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1
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Loan
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1.1
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Currency:
Renminbi (RMB)
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1.2
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Amount:
8,000,000 Only
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1.3
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The
proceeds of the Loan under this Contract shall be used for the repayment
of the previous loan.
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1.4
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Loan
Period: Commencing from October 17, 2005, to October 16,
2006.
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| 2 |
Interest
Rate and Computation of Interest
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| 2.1 |
Loan
interest rate: 7.254% (annually), will be increased up to 30% upon
this
base rate. Rate adjustment will be computed on the monthly basis(
if
any).
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| 2.2. |
computation
of the interests are as follows: daily interest is equal to the monthly
interest/30, also equal to the annually interest/ 360.
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| 2.3. |
Interest
settlement
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| 2.3.1 |
fixed
interest will be computed by the fixed rate as
above.
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| 2.3.2 |
Interest
settlement on the 20th
day of each month.
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| 3 |
Granting
and Repayment of the Loan
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| 3.1 |
Unless
all of the following conditions are satisfied, Lender has the right
to
refuse to grant the Loan:
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3.1.1
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Borrower
has opened the general account.
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3.1.2
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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.
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3.1.3
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The
guarantee contract (if any) under this Contract has come into effect
and
remains in full force and effect.
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4
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Rights
and Obligations of Lender
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4.1
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Lender
has the right to receive reports of the Borrower’s operation and financial
activities, and to demand from Borrower to provide information which
relates to its statistics and financial statements.
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4.2
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Lender
has the right to repayment of principal, receiveing 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.
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4.3
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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.
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5
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Rights
and Obligations of
Borrower
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5.1
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Borrower
shall provide the true and accurate operational and financial information
upon Lender’s requirement, including but not limited the balance sheet,
income statement and cash flow statement.
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5.2
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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.
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5.3
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Borrower
shall not use the proceeds of the Loan for any usage not stipulated
in
this Contract.
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5.4
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Borrower
shall be liable for the expenses under this Contract, including but
not
limited to, expenses for notary service, authentication, evaluation
and
registration.
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5.5
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Borrower
shall comply with the operation procedure and the general practice
of the
Lender and loan application, including but not limited to, facilitating
Lender’s examination and supervision on Borrower’s operation status, and
providing all the financial statements, or any other data and information
requested by Lender, and shall guarantee that such documents, data
and
information are true, complete and accurate.
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5.6
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If
any one of the following events occur, Borrower shall notify the
Lender
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:
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5.6.1
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Selling,
donating, renting, lending, assigning, mortgaging, pledging or disposing
of all or substantial part of its
assets.
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5.6.2
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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.
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5.7
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Borrower
shall notify the Lender immediately of any of the following events:
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5.7.1
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Amendment
of the Articles of Association, change of Borrower’s name, change of legal
representative, change of domicile, change of address, and change
in the
scope of its business.
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5.7.2
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Borrower
or Guarantor’s (if any) intention to file for
bankruptcy.
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5.7.3
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Borrower’s
involvement in any major litigation or arbitration, or any lien or
encumbrance is imposed on its
assets.
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5.7.4
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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.
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5.7.5
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Borrower
enters into a contract which will have a material adverse effect
on its
operation and financial status.
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5.7.6
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Borrower
or Guarantor (if any) stops its operation, its business terminates
or its
business license is revoked.
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5.7.7
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Borrower’s
legal representative or senior management has committed a criminal
offence.
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5.7.8
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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.
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5.7.9
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Any
changes to the form of collateral under this Contract that may have
adverse effect on Lender’s right shall be made upon Lender’s consent.
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6
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Repayment
in advance
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Borrower
shall repay the loan in advance upon Lender’s
consent, and computation of the interests will be negotiable.
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7
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Breach
of Contract
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7.1
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Lender
shall compensate Borrower if Lender could not grant the loan under
the
above-mentioned terms. The computation of the penalty is equal to
the
computation of the interests of the loan of the same
period.
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7.2
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In
the event that Borrower 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, Lender has the right to use the overdue penalty interest
rate ( normal rate + 40%) and appropriate penalty interest rate (
normal
rate + 80%) to calculate the
interest.
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7.3
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In
the event that Borrower 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.
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| 7.4 |
In
the event the Borrower does not pay the interest of the Loan
or avoids the
repayment intentionally, Lender has the right to inform relevant
government authority and to publish the payment notification
in the news
media.
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8
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Dispute
Resolution
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Any
dispute arising from or in connection with this Contract shall be resolved
by
the first method listed below:
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8.1
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File
a lawsuit to the competent court in the place where Lender is located;
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8.2
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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.
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| 9 |
Miscellaneous
|
| 9.1 |
This
Contract comes into effect upon both parties’ execution of this
Contract.
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| 9.2 |
This
Contract is executed in three (3) counterparts. Each party and Guarantor
(if any) shall keep one counterpart.
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IN
WITNESS WHEREOF,
the
parties hereto have executed this Contract as of the day and year first set
forth below.
| October 17, 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) |
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