Exhibit 10.1
Contract No.:
4403402912009110028
China Development Bank Co.,
Ltd.
RMB Capital
Loan Type:
short-term loans for construction project
Project Name:
Operating Fund Loan Project of Shenzhen Diguang Electronics Co.,
Ltd.
Borrower:
Shenzhen Diguang Electronics Co., Ltd.
Lender: China
Development Bank Co., Ltd.
Borrower:
Shenzhen Diguang Electronics Co., Ltd.
Address: 23/F,
Galaxy Century Building A, No.3069 Caitian Road, Futian District,
Shenzhen, China
Legal
Representative: Song Yi
Lender: China
Development Bank Co., Ltd.
Add: No.29 Fu
Cheng Men Wai Dajie, Xicheng District, Beijing, China
Legal
Representative: Chen Yuan
Operation
Branch: China Development Bank Co., Ltd., Shenzhen
Branch
Branch Address:
12-15/F,Citic Building,No.1093
Shennanzhonglu,Shenzhen,China
Branch Manager:
Yu Xiaoping
The Borrower
agrees to borrow RMB loans from the Lender, and the Lender agrees
to offer loans to the Borrower. In accordance with the relevant
national laws and regulations, the Lender and the Borrower,
following equality, voluntary participation, fairness and the
principle of good faith, entered into this contract through
consultation.
Unless
expressly provided in this contract, the following terms in this
contract are defined as follows:
(1) “Loan
Amount” refers to the amount that the Lender agrees to lend
to the Borrower.
(2)
“Withdrawal” means the Borrower withdraws the loans
under this contract, once or in several installments, and the
performance of the Lender to transfer the loan fund into the
Borrower's Deposit Account under this contract.
(3)
“Withdrawal Date” means the date when the Lender
transfers the loan to the Borrower’s Deposit Account under
this contract.
(4)
“Principal Payment Date” means the date when the
Borrower repays the principal of the loans.
(5)
“Extension” means the performance of the Lender and
Borrower to extend term of the loan provided in this contract after
mutual consultation.
(6) “Loan
Account” means the account that is opened for the Borrower
through the Lender’s Operating Branch, which is used to
record the distribution and return of principal and interest
accounts, etc.
(7)
“Deposit Account” refers to the account that is opened
for the Borrower by the Lender’s Operating Branch or the
settlement operating branch, through which the Borrower should
handle the loan-to-deposit and settlement business.
(8)
“Funds Payment” means according to the Borrower’s
request, the Lender pays the funds of the loans into the Deposit
Account, which is opened by the Borrower in the Lender’s
Operating Branch or settlement operation branch.
(9)
“Lender’s Operating Branch” means the
Lender’s branch organization that is in charge of the
execution of this contract and the post-loan management and other
related matters, etc. The above-mentioned performance under this
contract made by the Lender through the Lender’s Operating
Branch is regarded as the performance made by the
Lender.
(10)
“Grace Period” means the period which only interest is
payable on the loan and there is no need to make the repayment of
the principal by the Borrower under this contract.
(11)
“Business Days” means the Lender’s business Days,
beyond the national legal holidays and public holidays.
(12)
“Overdue Loans “mean the loans that are not returned
within the redemption date as stipulated in this contract, except
for the prepayment.
(13)
“Appropriation of Loan” refers to the loan that is not
used according to the purpose of the loan as stipulated under this
contract.
The Loan Amount
under this contract is RMB 30 million (Capital: RMB thirty million
only.)
Article 3
Purpose of the Loan
The loan under
this contract shall be used for operating fund turnover.
The Borrower
shall not appropriate the loans under this contract. The loans
under this contract shall not be used in the fields banned by the
state and shall not be used for security trading, future bargain
and real estate business and other scopes prohibited by the
Lender.
The Borrower is
required to pay the penalty of interest under this contract if the
loans are appropriated.
The loan period
starts from the Withdrawal Date, to the day before the anniversary
date of the above mentioned date, for one year in total.
Article 5
Interest Rate of the Loans
(1) The fixed
interest rate applied to the loan under this contract is the Yearly
RMB benchmark interest rates available on the effective date of
this contract from the People’s Bank of China. The interest
rate of the loans will not be adjusted within the loan term under
this contract.
(2)The overdue
interest and appropriated loans under this contract will be
charged, at the penalty interest rate, from the first date of the
Overdue Loan or Appropriation of Loan, until the Overdue Loan is
returned or the appropriation is corrected. The calculation of the
standard interest penalty is as follows:
(i) The penalty
interest rate of the Overdue Loan under this contract = the loans
interest rate implemented under this contract X 150%
(ii). The
penalty interest rate of the Appropriation of Loan under this
contract = the loans interest rate implemented under this contract
X 200%
(iii). If the
loans are overdue and appropriated, the higher penalty interest
will apply.
Article 6
Calculation of Interest and Its Expiry
The interest
rate for the loan under this contract will be calculated starting
from the date when the Lender transfers the fund to the
Borrower’s Deposit Account opened by the Borrower in the
Lender’s Operating Branch.
The expiry date
of interest under this contract is March 20, June 20, September 20,
and December 20 every year. The interest payment date under this
contract is the first date after the interest expiry date. If the
interest payment date is the official holiday or public holiday;
the interest payment date shall be postponed to the Lender’s
first Business Day after the official holiday or public holiday.
The last interest payment date is the repayment date of the last
installment under this contract. The interest shall be repaid along
with the principals.
The Borrower
shall transfer the interest payable to its Deposit Account opened
in the Lender’s Operating Branch, 10 days before the interest
payment date. The interest in the above mentioned account shall be
collected directly by the Lender in the Lender’s Operating
Branch. The Borrower shall bear all the related expenditure
incurred, in the event that it cannot transfer the interest to its
Deposit Account opened in the Lender’s Operating
Branch.
If the Borrower
cannot repay the interest of periodical payment, the compound
interest shall be charged by the Lender. As regards the interest
charged on the Overdue Loan and Appropriation of Loans, if it
cannot be repaid on time, compound interest will be charged at a
relevant penalty interest rate.
Article 7
Terms of Withdrawal
The Lender is
entitled to refuse the Borrower’s Withdrawal application, in
the event that the Borrower fails to meet all the following
conditions.
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(1)
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The loans
contract remains in force, and the Borrower does not breach the
conduct stipulated in this contract.
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(2)
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The mortgage
contract of No.5000298519 industrial land under the
Borrower’s name, No.Zongdi A608-0133, which is located at
Dongchang Road, Gongming Street, Baoan District, Shenzhen,
has been signed and effective. The mortgage registration procedure
has been completed.
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(3)
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The mortgage
contract of the 16 suits of real estate under the Borrower’s
name, which is located at 23/F, Galaxy Century Building A, No.3069,
Caitian Road, has been signed and effective. The mortgage
registration procedure has been completed.
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(4)
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The individual
joint liabilities contract of guarantee signed by Mr. Song Yi and
Mr. Song Hong.
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(5)
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The Borrower
opens an account in the Lender’s Operating Branch according
to the requirements of this contract.
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The
Borrower’s asset credibility will not be adverse to the
Lender.
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Article 8
Fund Withdrawal Plans and Procedures
The Borrower is
required to withdraw the loan funds of this contract according to
the following plans:
Withdraw the
loan amount of RMB 30 million in June 2009.
The Borrower is
required to submit the Withdraw Notification (see the format in
Annex 1) to the Lender’s Operating Branch 5 days before the
agreed Withdrawal Date, as well as the format and content complied
with the Loan Certificate as required by the Lender.
If the Borrower
cannot withdraw the loan in accordance with the agreed date and
amount due to a special circumstance, the Borrower is required to
submit a written application to the Lender 5 days before the
Withdrawal Date, and sign an agreement for the change of Withdrawal
plan with the Lender’s approval upon inspection.
If the Borrower
cannot withdraw the loan according to the agreed date and amount of
the Withdrawal plan agreement or the change agreement of Withdrawal
plan, the Lender is entitled to cancel portion of the loan, or to
transfer the fund to the Borrower’s Deposit Account in the
Lender’s Operating Branch according to the agreed date and
amount, while the interest will be charged as agreed under this
contract.
Article 9
Repayment Plans and Procedures
The Borrower is
required to repay the principal loan to the Lender in accordance
with the following plans:
The total loan
principals of RMB 30 million are repaid in full on the due date of
the loan.
The Borrower is
required to transfer the total payable principal to its Deposit
Account opened in the Lender’s Operating Branch 5 days before
the Principal Payment Date agreed under this contract. The Lender
collects the amount directly in the above mentioned
account.
In case that
the Principal Payment Date under this contract is on a statutory
holiday or public holiday, the Borrower may repay the loan on the
last Business day before the statutory holiday or public holiday,
the Lender shall not collect the interest accrued in the actual
Principal Payment Date to the Principal Payment Date agreed under
this contract; the Borrower may also pay the loan first Business
Day after the statutory holiday or public holiday, the interests
accrued in the agreed Principal Payment Date to actual Principal
Payment Date will be additionally charged by the Lender, at the
interest rate under this contract. Provided the loans are not
repaid in full on the first Business Day after the statutory
holiday and public holiday, it will be deemed to be an Overdue
Loan, while the penalty interest will be charged at the interest
rate of the Overdue Loan from the Principal Payment Date agreed
under this contact.
In the event
that the Borrower cannot repay the principal of the loans as the
agreed repayment plan under special circumstances, within the loans
time limit under the contract, the Borrower may apply for the
adjustment to the repayment plan to the Lender. The Borrower is
required to submit the written application to the Lender 90 days
before the agreed Principal Payment Date, and upon the review and
approval to be made by the Lender, a modified agreement on the
repayment plan shall be signed.
In the event
that the Borrower cannot repay the principal of the loans as the
agreed loan time limit of the contract under special circumstance,
the payment Extension may be applied to the Lender by the Borrower.
The Borrower is required to submit the written application to the
Lender 90 days before the Principal Payment Date of the last loan
installment agreed in this contract, the Extension agreement shall
be signed upon the review and approval to be made by the
Lender.
In case that
the Borrower cannot repay the principal of the due loans according
to the agreement under this contract, the penalty interest will be
charged at the penalty interest rate for the Overdue Loan as agreed
in this contract.
Article 10
Sequence of Repayment
In the event
that the funds repaid to the Lender is less than the total amount
of the debt due under this contract, the payment shall be arranged
in accordance with the following orders:
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Payments for
the payable expenses, compensations, damages and penalties in
accordance with the law or the stipulations of this
contract;
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Payments for
the payable penalty interest and compound interest;
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Payments for
the payable interest;
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Payment for the
amount of payable principal.
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In case that
the repayment by the Borrower is not sufficient to pay off all the
debt in the same order, the outstanding debt shall be paid off
according to the sequence when the debt accrues.
Article 11
Repayment of Loans in Advance
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The Borrower
may repay a partial of or full of loans under this contract ahead
of schedule, but the Lender must be notified 10 Business Days in
advance with the consent of the Lender.
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The Borrower
shall not request to withdraw the loans which are repaid in
advance.
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The amount
repaid in advance will be first used to pay the final maturing
loans, the repayment will be made in a reverse order.
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Regarding the
advanced repaid loans under this contract, the interest rate of the
loans will be still implemented in accordance with Article V of
this contract.
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On the occasion
that the Borrower makes the pre-repayment of the principals of the
loans, the interest of the mentioned early paid principals should
be settled up to the repayment date (including this
day).
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Article 12
Account Management
The Borrower
should open a Loan Account and Deposit Account in the
Lender’s Operating Branch before June 30 2009, for the Lender
to release loans, to make the settlement and to reclaim the
principal and interest of loans.
The Borrower
shall settle 100% of the Loan Amount under this contract through
the Lender’s Operating Branch.
Article 13
The Borrower's Statement and Guarantee.
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The Borrower is
a legal entity established in accordance with the law, possesses
its assets and operates its business in accordance with the law,
with a valid business license.
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The
Borrower’s internal authorization procedures are completed,
which are required for the signing of this contract. This contract
is signed by the validly authorized representative, and is legally
binding to the Borrower upon the effectiveness of this
contract.
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The Borrower
shall engage an accounting firm for auditing, which is recognized
by the Lender, within the loans period. The financial report
provided to the Lender shall be prepared by the prevailing and
valid laws, regulations and applicable accounting standards
(accounting system), which shall factually and accurately reflect
the Borrower’s financial situation in the reporting
year.
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The Borrower
does not conceal any matter that may affect the Lender’s
judgment for the Borrower’s financial situation and solvency
ability which may have occurred or is under occurring.
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The Borrower
confirms that the approval and sanction of the related examination
departments has been given to the loans project under this contract
and all the documents for examination and approval are real and
legitimate; the technical solution of this loans program and the
content and scale of construction are reasonable and feasible; the
Borrower does not arbitrarily reduce, enlarge and go beyond the
scale and standard of the construction.
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All the
information provided to the Lender is real, accurate,
and
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