RMB Facility Loan
Contract
Contract No:
Shanjiankaidai (2008)064
Type of
Loan: Short-term Industrial Current Capital Loan
Borrower
(Party A): Shaanxi Tianren Organic Food Co. Ltd.
Address: A-4/F Tongxinge Xietong Building,
No.12, Gaoxin 2nd Rd,
High-tech
Zone, Xi’an, China 710075
Legal
Representative (Chief Officer): Xue Hongke
Fax: 86-029-88386230
Tel: 86-029-88386415
Lender
(Party B): Hi-tech Industrial Development Zone,
Xi’an Branch of China Constuction
Bank
Address:
No.42 Gaoxin Road,Xi’an 710075
Chief
Officer: Zhou Cunxing
Fax: 86-029-88321414 Tel:
86-029-88221824
Whereas Party A applies to Party B for, and
Party B agrees to provide Party A with, a loan facility (the
“Facility”). Pursuant to relevant laws and regulations
and through consultation, Party A and Party B enter into this
Contract:
Article 1. Amount of the Facility
The amount of the Facility shall be RMB
twelve million (in words) (the “Maximum
Amount”).
The Loan is only allowed for buying raw
materials unless given written consent from Party B.
Article 3. Availability Period
1. The Availability Period of the Facility
shall commence from December 5, 2008 and end on
October 4, 2008 (the “Availability Period”),
totaling ten months . Party A’s obligation to repay
its indebtedness in respect to any individual Loan provided within
the Availability Period shall not be affected by the expiration of
Availability Period even if the maturity date for such individual
Loan comes after the Availability Period expires.
2. Upon the expiration of the Availability
Period, the Facility not drawn shall become invalid
automatically.
3. The term of each individual Loan means
the period commencing from the date of the drawing of such
individual Loan and ending on the maturity date of such Loan as
provided for under this Contract.
Article 4. Drawing of the
Facility
1. During the Availability Period and
within the Maximum Amount of the Facility, Party A can apply for
Loans subject always to the formalities which shall be completed by
both parties. The amount, interest rate, term and purpose of each
individual Loan shall be determined according to the Notice of
Drawing issued by Party B to Party A.
2. If any security provider has performed
its obligations in accordance with any security contract, the
Facility shall decrease by the amount of principal which has been
repaid by such security provider.
Date: December 5, 2008
Amount: RMB 12,000,000.00
Article 5. Interest Rate, Calculation and
Payment of Interests and Fees
1. The annual interest rate applicable to each
individual Loan shall be fixed at 5.58% .
3. The annual interest rate shall be
adjusted up to 100% if Party A does not perform according to the
agreement, and the interest shall be calculated and paid in
accordance with relevant regulations of the People’s Bank of
China. The annual interest rate shall be adjusted to 50% for the
overdue loan.
The interest rate shall be calculated and paid
according to the fixed interest rate, and the 20th day of each
month shall be the date for the settlement of interest.
Article 6. Disbursement of the
Loan
Subject to a waiver by Party B, Party B is not
obliged to make any disbursement to Party A unless the following
conditions precedent have been satisfied:
1. Party A has obtained and/or completed
all approval, registration, delivery and other necessary
formalities relating to the Loan in accordance with relevant laws
and regulations; and
2. The security documents acceptable to
Party B have become effective and remain in full effect;
and
3. No Event of Default specified in this
Contract has occurred; and The Application for
Drawing has been verified and approved by Party B.
1. Principle of Repayment
Any repayment by Party A under this Contract
shall be made in accordance with the principle that the interests
shall be paid before the repayment of any principal.
Party A shall pay to Party B the due interest on
the Interest Payment Date. The first interest payment shall be made
on the first Interest Payment Date after the Disbursement of the
Loan. Upon the maturity date for the Loan, Party A shall pay in
full all the unpaid interest together with the
principal.
Party A shall repay the principal in accordance
with the Principal Repayment Schedule set forth:
Date: October 4, 2009 Amount:
RMB 12,000,000.00
Party A shall deposit into its account with
Party B such funds as sufficient to repay the amount due to Party B
before each Repayment Date specified in this Contract, and shall
automatically transfer such funds to Party B for repayment; or
Party A shall transfer a sufficient amount from its other accounts
to make such repayment on the aforementioned Repayment Date. If
Party A fails to repay any indebtedness punctually, Party B has the
right to directly debit for the corresponding amount any account
opened by Party A with any branch or office of China Construction
Bank.
1) Party A may prepay the interest with prior
notice to Party B.
2) Party A shall submit to Party B a written
application [ 30] banking days in advance of any prepayment.
Party A may prepay all or any part of the principal subject to
Party B’s consent to such application.
In the case of prepayment of the principal, the
interest shall be calculated on the basis of the actual number of
days elapsed and at the interest rate set forth in Article 4 of
this Contract.
In the case of prepayment of the principal,
Party B is entitled to demand of Party A a compensation fee
calculated in accordance with the following formula:
Compensation Fee = Prepayment Amount ×
1‰ × Number of Days of Prepayment
Where any individual Loan shall be repaid in
installments and Party A prepays part of the principal, such
prepayment shall be effected in a reverse order of the Repayment
Schedule. The interest on the outstanding indebtedness after such
prepayment shall still be calculated at the interest rate as
specified in this Contract.
Article 8. Rights and Obligations of Party
A
1. Party A has the right to require Party
B to keep in confidence relevant financial information and trade
secrets relating to the production and operation of Party A unless
otherwise provided by laws and regulations.
2. Party A shall provide relevant
financial information and information relating to production and
operation as required by Party B and shall be responsible for the
authenticity, integrity and validity of such
information.
3. Party A undertakes that all settlements
and deposits relating to the Loan shall be conducted through its
accounts opened with Party B or Party B’s relevant
branch.
4. Party A shall assist in and accept
Party B’s inspection and supervision of its production,
operation, financial activities and utilization of the
Loan.
5. Party A shall utilize the Loan for the
purpose as provided for hereunder.
6. Party A shall punctually repay the
principal and interest in accordance with this Contract.
7. Party A or its investors shall not
transfer any funds or assets in order to evade the indebtedness
owed to Party B.
8. Party A shall give Party B a prior
written notice for Party B’s consent if Party A intends to
provide security for any third party during the term of this
Contract and such security may affect Party A’s ability to
make repayment under this Contract.
9. Party A shall promptly arrange for new
security(ies) satisfactory to Party B where the Guarantor in
respect of this Contract ceases or suspends production; its
corporate registration is canceled, business license revoked; it is
bankrupt or dissolved; it is operating at a loss; or any other
negative change has occurred, and such aforementioned incidents
result in loss or partial loss of the Guarantor’s ability to
secure the Loan, or where the mortgaged or pledged property(ies)
for securing the Loan depreciate(s) or is (are) damaged or
destroyed.
10. Party A shall promptly inform Party B
of any relevant changes during the term of this Contract, including
without limitation its business name, legal representative (or
chief officer), registered office, business purpose or registered
capital.
11. Where Party A intends to carry out
activity(ies) during the term of this Contra
