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EXHIBIT 10.2
RMB Short-Term Loan Agreement
(This
document is an English summary from the original Chinese
version)
The Borrower :
Jinzhou Halla Electrical Equipment Co., Ltd.
The Lender: Bank
of China (Jinzhou Tiebei Branch)
Date
of the Agreement: September 27, 2007
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1.
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The
amount of loan is RMB 30 million.
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2.
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The
term of the loan is 6 months, commencing on the drawdown date and
ending on the last payment date.
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3.
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The
loan shall be used for the purpose of purchasing raw materials.
Without written consent of the Lender, the Borrower can not change
the use of the loan. The loan can not be used to buy stocks, real
estates in violation of regulations and other items prohibited by
laws and regulations.
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4.
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The
semiannual interest rate is 6.48% and cannot be adjusted within the
term of this Agreement. The Borrower shall make the interest
payment on a quarterly basis on March 20
th ,
June20
th ,
September 20
th ,
and December 20
th ,
respectively.
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5.
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Conditions
of Drawing Loan
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The
Lender is entitled to refuse the Borrower’s drawing
money before the following conditions are
satisfied:
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(1)
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The
Borrower submits a written application for the loan and documents
proving the use of the loan five days before it draws
money;
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(2)
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This
Agreement and other relevant documents attached have taken into
effect;
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(3)
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The
Mortgage Agreement specified under Section 9 has taken into
effect;
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(4)
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The
Borrower has opened bank account in accordance with the
requirements of the Lender for drawing money, paying interests and
fees;
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(5)
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The
Borrower has submitted to the Lender the resolutions of the board
of director of the Borrower or the other competent authorities
approving the execution and performance of this
Agreement;
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(6)
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The
Borrower has submitted to the Lender the lists of personnel who
have the power to execute this Agreement and relevant documents to
this Agreement and their sample of signature; and
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(7)
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No
occurrence of event of default specified under Section
11.
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6.
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The
Borrower
shall draw the whole amount of the loan on September 29,
2007.
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7.
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The
Borrower shall submit an application for the loan when drawing the
money and go through respective formalities.
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8.
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On
March 28, 2008, the Borrower shall pay back the principal of RMB 30
million. Prepayment is permitted, but a 15-day advance notice to
the Lender is required. On such occasion, the Borrower shall be
subject to a penalty equal to 2% of the interests that otherwise
would be accrued on the portion of the principal that is
pre-paid.
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9.
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The
Borrower shall provide mortgage to secure the full payment of its
obligation under this Agreement. The Borrower and the Lender
entered into a Mortgage Agreement, the number of the agreement
is
2007 Jin Zhong Yin Tie Ya Zi No. 001 .
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10.
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Representations
and Warranties
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10.1
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The
Borrower represents that:
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(1)
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It
is duly registered and validly existing;
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(2)
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It
has obtained all necessary authorization to execute this
Agreement;
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(3)
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All
documents, financial statements, and other materials provided by
the Borrower to the Lender are true, complete, accurate and
valid;
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(4)
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The
Borrower has not disguised any of the following events which has
already occurred or is occurring and will affect the performance
capabilities of the Borrower:
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(ii)
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any
material violation of discipline and laws or claims to be made
involving the Borrower or its main leaders;
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(iii) |
breach
of contract by the Borrower under other agreements;
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(iv)
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obligations,
contingent obligations or mortgage or pledge to a third party which
the Borrower shall bear;
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(v)
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pending
litigation or arbitration; and
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(vi)
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other
events which will affect the financial status and performance
capabilities of the Borrower.
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10.2
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The
Borrower hereby warrants:
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(1)
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To
provide the Lender the latest financial statements on a monthly
basis in accordance with the requirements of the Lender, provide
the Lender the audited financial statements of the previous year in
the first quarter, and to provide any time upon the request of the
Lender other related materials including but limited to the
financial statements;
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(2)
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To
accept and fully coordinate the examination and supervision by the
Lender to the use of the loans;
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(3)
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To
inform the Lender in advance of decrease of registered capital, or
any material change of equity interest and adjustment of operation,
including but not limited to joint venture or cooperation with
foreign investors, division,
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