Exhibit 10.4
LOAN AGREEMENT
(English Translation)
Agreement No.:35101200900004549
The Borrower (Full Name): Fujian Jinjiang Pacific Shoes Co., Ltd.
The Lender (Full Name): Jinjiang Branch, Agricultural Bank of China
Subject to the related state laws and regulations, the Parties hereto enter into
the following Agreement through negotiation:
ARTICLE 1 LOAN
1. Type of Loan: Short-term Working Capital Loan
2. Purpose of Loan: Capital turnover
3. Amounts and Currency: RMB3,200,000
4. Loan Term:
a) the loan term shall be detailed in the following chart:
Commencement Date Expiration Date
Year Month Day Amount Year Month Day Amount
---- ----- --- ------ ---- ----- --- ------
2009 June 9 RMB3,200,000 2010 June 8 RMB3,200,000
(Supplementary chart adding related contents, if any, shall be part of this
Agreement)
b) If the amount, commencement or expiration date of loan listed herein is
inconsistent with those indicated in the loan note, the stipulations of
loan note shall prevail. Loan note shall be part of this Agreement and have
the same legal effect.
c) If any loan hereunder is made in foreign currency, the Borrower shall pay
the principal and interests in such currency to The Lender.
5. Lending Rate
Lending rate for the loan in RMB shall be the (a) of the following manners:
a) Variable Rate
The interest rate shall be increased 20% of the benchmark interest rate, i.e.,
the annual interest rate shall be 6.372%. The benchmark interest rate for loan
with at most five years' period shall be that announced by the People's Bank of
China.
The adjustment of interest rate shall be conducted at six months' interval. If
the benchmark interest rate is adjusted by the People's Bank of China at any
time, the Lender shall, commencing from the first day of the next adjustment
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period, apply the new interest rate on the benchmark interest rate and its
calculation manners without any prior notice to the Borrower. If the date of
adjustment of the benchmark interest rate is the same day with that the first
day of the next adjustment period, the new interest rate shall be applied at the
date firstly mentioned above.
b) Fixed Rate
6. Settle Interests
The interest of loan hereunder shall be settled in monthly and the expiry date
for interest ("Expiration Date") shall be the 20th day of each month. The
interests shall be paid by the Borrower at each expiry date. If the last
interest payment date is not the date for the payment of principal, the
remaining interests calculated daily as 1/30 of the month's interest rate shall
be paid with principal at the date for the payment of principal.
ARTICLE 2 PRECONDITIONS
The Lender shall provide the loan hereunder only after
1. The bank account, i.e., basic bank account, has been established by the
Borrower at The Lender;
2. The Borrower has provide the related instruments and fulfill the
appropriate formalities as required by The Lender;
3. The Borrower has acquired all approvals, registrations and fulfilled all
other formalities necessary for the loan hereunder if the same is related
to the foreign currency; and
4. The guarantees or insurances required for the loan hereunder have been
fulfilled and effective pursuant to the related requirements of laws, in
addition, the surety agreement necessary for the loan hereunder, if any,
has been concluded and come into effect.
ARTICLE 3 RIGHTS AND OBLIGATIONS OF THE LENDER
1. The Lender may be entitled to access the information of the Borrower
concerning the business operation, financial activities, inventory and use
of loan and may require the periodic provision of financial statement or
other materials, instruments or information by the Borrower.
2. the Lender may be entitled to suspend the provision of loan or require the
early recovery of loan if any event occurred, particularly but not limited
to the events listed in Article 3.7, 3.8, 3.10 herein, which may prejudice
the safety of loan.
3. Any early-recovered principal, interests, penalties, compound interests and
any other payment due to the Lender may be deducted by the Lender directly
from the bank account of the Borrower.
4. If the amount paid by the Borrower fails to satisfy the requirements
hereunder, the Lender may, at its sole discretion, use such amount for the
payment of principal, interests, penalties, compound interests or other
expenses.
5. The Lender may disclose the breach of the Borrower if the Borrower fails to
make the due payment hereunder.
6. The Lender shall provide loan to the Borrower in accordance with this
Agreement.
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ARTICLE 4 RIGHTS AND OBLIGATIONS OF THE BORROWER
1. The Borrower may obtain and use loan in accordance with this Agreement.
2. The Borrower shall make settlement and deposit related to the loan
hereunder in the bank account referred in Article 2 hereof.
3. The Borrower shall acquire all approvals, registrations and fulfill all
other formalities necessary for the loan hereunder if the same is related
to the foreign currency.
4. the Borrower shall pay the principal and interests when due. Any renewal to
the loan term shall be subject to the written application at least 15 days
prior to the expiration date and shall be effective only upon the approval
of The Lender.
5. The Borrower shall use such loan in accordance with this Agreement and may
not use the same for any other purposes.
6. The Borrower shall provide the complete and accurate financial statement
and other related materials and information to the Lender on a monthly
basis, and shall provide assistances to the inspection made by the Lender
on the business operation, financial activities and the use of loan
hereunder.
7. the prior written notice to and approval by the Lender shall be necessary
for the subagreementing, leasing, joint-stock, Partnership, merger,
consolidation, separation, joint venture, assignment of assets, shutting
down, dissolution, bankruptcy or any other activities conducted or
threatened to be conducted to or by the Borrower which may prejudice the
safety of loan hereunder.
8. the prior written notice to the Lender and the appropriate protection
measures shall be necessary for any other events except those listed above,
which including but not limited to the production stopping, suspension of
business operation, cancellation of business licenses, the involvement of
illegal activities by the legal representative or principal of the
Borrower, the pending arbitration or other legal proceedings, the
substantial difficulties for business operation and the deterioration of
financial conditions.
9. Any guarantee or mortgage provided by the Borrower for debts of any third
party, which may prejudice the Repayment of loan hereunder may, be subject
to the prior written notice to and approval by The Lender.
10. The Borrower may not surreptitiously withdrawn funds, transfer assets or
shares to escape the payment due to The Lender.
11. Any change to the name, legal representative, address, business scope of
the Borrower shall be notified to the Lender as quickly as possible.
12. The Borrower shall provide other appropriate protection measures at the
satisfaction of the Lender if the warrantor hereunder suspends its business
operation or is shutting down, cancelled of business licenses, bankrupt or
suffering losses which prejudice it's competent for the guarantee hereunder
or the values of subject matters of guarantee, pledge or lien have been
decreased.
13. The related lawyer fees and costs of transport, insurance, evaluation,
registration, storage, appraisal or notarization hereunder shall be borne
by the Borrower.
ARTICLE 5 EARLY REPAYMENT OF LOAN
The early repayment of loan shall be subject to the consent of The Lender. If
agreed by The Lender, the interest rate of such early repayment shall be the
second of the following manners:
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1. the interest rate shall be calculated in accordance with the loan term
hereunder and the interest rate agreed by the Parties; or
2. the interest rate shall be that agreed by the Parties.
ARTICLE6 LIABILITY
1. If any losses suffered by the Borrower due to the delay supply of loan by
the Lender by violating the stipulation herein, damages shall be paid to
the Borrower in accordance with the amounts of such loan and the days
delayed, the calculation methods of such damages shall be those used for
the calculation of interests for delay repayment of loan.
2. if the Borrower fails to repay the due principal by violating the
stipulation herein, the default interest ("default interest of delay")
shall be imposed at the interest rated agreed by the Parties plus 50%
commencing from the due payment date until the full payment of principal
and interest including such default interest, during such period, if the
loan is made in RMB, the interest rate shall be escalated accordingly when
the benchmark interest rate is escalated by the People's Bank of China.
3. if the Borrower fails to use the loan hereunder for the purposes mentioned
herein, the default interest ("default interest of breach") shall be
imposed at the interest rated agreed by the Parties plus 100 % commencing
from the due payment date until the full payment of principal and interest
including such default interest, during such period, if the loan is made in
RMB, the interest rate shall be escalated accordingly when the benchmark
interest rate is escalated by the People's Bank of China.
4. The compound interest may be imposed by the Lender on the interest due and
unpaid in accordance with the rules of the People's Bank of China.
"Compound Interest" mentioned above include the interest (including the
default interest of breach) due and unpaid occurred during the loan term
and the interest (including the default interest of breach and default
interest of delay) due and unpaid occurred upon the expiration of loan
term. The compound rate of the interest due and unpaid occurred during the
loan term shall be calculated on the basis of interest rate agreed by the
Parties during the loan term, and shall be calculated on the basis of delay
repayment upon the expiration of loan term.
5. if any provisions herein has been violated by the Borrower, the Lender may
be entitled to require the rectification by the Borrower with the
appropriate time limit, to suspend the supply of loan, to make early
recovery of loan supplied, or to announce that any other loans under any
other loan agreement between the Lender and the Borrower become due
immediately or to take any other appropriate protection measures.
6. If any of the warrantors violating any provisions under the corresponding
surety agreement entered into by such warrantor, the Lender may suspend the
supply of loan, to make early recovery of loan supplied or take any other
appropriate protection measures.
7. if the creditor's rights of the Lender hereunder have to be fulfilled in
the form of arbitration or any other legal proceedings due to the breach of
the Borrower, all expenses suffered by the Lender therefrom, including but
not limited to the lawyer fees, travel expenses or any other costs, shall
be indemnified by the Borrower.
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ARTICLE 7 GUARANTEE
The loan hereunder shall be guarantee in the form of gurantee with the separate
surety agreement concluded with agreement No. as 35905200900018693,
35905200800000565 if the maximum guarantee amounts is provided thereof.
ARTICLE 8 GUARANTEE
Any dispute between the Parties arising out of the performance hereof shall be
settled thorough amiable negotiation or in the first of the following manners:
1. Litigation with the exclusive jurisdiction by the People's Court where the
Lender is incorporated; or
2. Arbitration in accordance with its arbitration rules.
During such litigation or arbitration, any other parts of this Agreement
unrelated to such dispute shall be performed uninterrupted.
ARTICLE 9 MISCELLANEOUS
None.
ARTICLE 10 EFFECTIVENESS
This Agreement shall come into effect on the date signed or sealed by the
Parties hereto.
ARTICLE 11 COPIES
This Agreement shall be executed in three copies, each Party shall have one and
each warrantor shall have one copy, all those shall have the same legal effect.
ARTICLE 12 NOTES
The Lender has noted that the Borrower shall make thorough reading and
comprehensive understanding on the provisions herein and has made the
corresponding explanation and interpretation at the request of the Borrower.
Finally, there is not any dispute or controversy on this Agreement between the
Parties hereto.
BORROWER (SEAL): LENDER: (SEAL)
Legal Representative or Principal or
Authorized Agent Authorized Agent
/s/ Li Haiting /s/ Zhang Weikun
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Date: June 9, 2009
Place: Jinjiang Branch, China Agricultural Bank
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