Attached files
| file | filename |
|---|---|
| 8-K - Ever-Glory International Group, Inc. | v177697_8k.htm |
| EX-10.2 - Ever-Glory International Group, Inc. | v177697_ex10-2.htm |
| EX-10.3 - Ever-Glory International Group, Inc. | v177697_ex10-3.htm |
BANK
OF NANJING
Contract
Contract
No.: A04 110110022100006
A04
Revolving
Line of Credit Agreement
No.
A04 110110022100006
Party
A: International Business Department, Bank of Nanjing Co., Ltd.
Party
B: Ever-Glory International Group Apparel Inc.
In order
to ensure Party A has its claim paid by Party B to the maximum amount, and to
clarify the domain of credit of the guaranty of maximum amount, Party A and
Party B have entered into the Contract for common observance and joint
performance, according to governing laws, regulations and rules, and through
negotiation and agreement.
Article
1 Definitions and Explanations
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1.1
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Revolving
Line of Credit referred to in the Contract is the maximum amount of the
credits (including but not limited to such on-or-off balance sheet
businesses as a loan, a commitment of loan, an acceptance, a discount
cash, a bond buy-back, a business financing, a factor, a letter of credit,
a letter of guarantee, an overdraft, an inter-bank lending, a guaranty,
etc.) that will be determinated in succession during a given term (i.e.
Claim-determinating Term). It is the summation of the balances of a credit
Party A grants Party B during a given term, including the following two
portions of undue balances of claim and due but unpaid balances of
claim:
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(1)
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Undue
balance is the summation of all the claim balances to be paid but not paid
because the term of debt-paying has not
expired;
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(2)
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Due
but unpaid balance is the summation of all the claim balances not paid by
Party B despite of the expiration of the debt-paying
term.
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The
above-mentioned Revolving Line of Credit does not include a full amount pledge
provided by a deposit certificate, national debt, guarantee deposit, Golden Plum
Blossom financing product, or a full amount irrevocable guaranty of joint and
several liability provided by a financial organization recognized by Party A, or
a full amount policy-based credit insurance provided by China Export &
Credit Insurance Corporation, or the credit amount guaranteed by other measures
which are capable of risk compensation to the full amount and are recognized by
Party A.
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1.2
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Claim-determinating
Term in the Contract is the period of time when credits occur. The claim
of a guaranty of maximum amount is determinated when this Term
expires.
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Article
2 The Revolving Line of Credit and the Claim-determinating
Term
The
Revolving Line of Credit under the Contract is RMB50,000,000.00, said Fifty
Million RMB Yuan. The Claim-determinating Term is from February 21, 2010 to
February 20, 2011.
During
the above-mentioned period of Term, the summation of the credit balances granted
to Party B by Party A shall not exceed the Revolving Line of Credit. When some
credits are repaid, Party B may apply for the re-use of the repaid
portion.
Article
3 The Occurrence of Claim
The
above-mentioned Revolving Line of Credit does not mean a public granting of
credit by Party A to Party B, and does not constitute any commitment of Party A
for Party B.
During
the Claim-determinating Term and within the Revolving Line of Credit, Party B
applies for specific businesses amount by amount based on its fund shortage, and
only can use the capital after Party A has audited, ratified, and agreed to its
usage. The beginning date of such a business shall be within the
Claim-determinating Term, but the ending date of such a business shall or shall
not be within this Term depending on the specific business contracts, agreements
or the applications related to the business. These specific business contracts,
agreements or the applications related to the business are all the legal part of
the Contract.
Article
4 The Guaranty of Maximum Amount
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4.1
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To
ensure that Party B makes the repayment of the credits occurred in
succession during the Claim-determinating Term, one or more forms of
guaranty are provided to Party A by the following
sureties:
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(1)
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Jiangsu
Ever-Glory International Enterprise Group Co., Ltd. and Goldenway Nanjing
Garment Co., Ltd. provide the guaranties of suretyship of maximum amount,
and concludes with Party A related Contracts of Suretyship of Maximum
Amount at the time when the Contract takes
effect.
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(2)
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/
provides a pledge guarantee of maximum amount, and concludes with Party A
a related Contract of Pledge of Maximum Amount at the time when the
Contract takes effect.
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(3)
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/
provides the pledge of rights guarantee of maximum amount, and concludes
with Party A a related Contract of Pledge of Rights of Maximum Amount at
the time when the Contract takes
effect.
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4.2
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For
any change to the guaranty under the Contract which went against the claim
of Party A, Party B, by notification of Party A, shall provide further
guaranty recognized by Party A as
required.
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Article
5 Remedy for Breach of the Contract
In case
of any violation by Party B of laws, regulations, rules, etc. or any
stipulations of the Contract, Party A is entitled to execute one or more of the
following rights:
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(1)
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to
demand Party B rectify its violation within a definite
time;
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(2)
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to
demand Party B provide further guaranty recognized by Party
A;
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(3)
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to
demand Party B takes the default liability, and compensate all loss
sustained by the Party A and bear all charges and
expenditures made by the Party A (including but not limited to a
retaining fee, any legal cost, arbitration charge, appraisal charge,
damage provention, enforcement cost, notarization
fee, assessment fee, auction
cost) ;
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(4)
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to
execute other rights provided by laws, rules, regulations, or stipulations
of the Contract.
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Article
6 Applicable Laws and Settlement of Disputes
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6.1
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The
Contract is concluded in accordance with the laws of People’s Republic of
China, which are applicable to the
Contract.
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6.2
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Any
dispute occurred in the course of the execution of the Contract shall be
settled through negotiations. In case of no settlement is reached, Type 1
shall be chosen from the following settling
manners:
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(Type
1)
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Bring
a lawsuit to the People’s Court at the locality of Party
A.
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(Type
2)
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Apply
to / Arbitration Commission for arbitration (the locality is / ) with the
arbitration rules active and effective at the time the application is
made. The arbitration decision is final and binding on both
parties.
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In the
course of lawsuit or arbitration, terms and conditions under the Contract which
are not involved in the dispute shall still be executed or
fulfilled.
Article
7 Effectiveness, Alteration and Termination of the
Contract
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7.1
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The
Contract shall enter into effect on the day when it is signed by or sealed
with the name stamp of the legal representative, principle, or authorized
representative of Party A and sealed with the Corporate Seal or Special
Contract Seal of Party A, and signed by or sealed with the name stamp of
the legal representative or authorized representative of Party B and
sealed with the Corporate Seal or Special Contract Seal of Party
B
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7.2
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After
the Contract enters into effect, neither Party A nor Party B shall
arbitrarily alter or terminate it unless further stipulated by the
Contract; in the case of needy alteration or termination, a written
agreement should be reached by both parties through negotiation. All terms
and conditions of the Contract remain effective before such written
agreement is reached.
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Article
8 Other Stipulations
/
Article
9 Supplementary Provisions
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9.1
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The
Contract is made in two copies, one is held by Party B, and one is held by
Party A, and each copy has the equal legal
force.
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9.2
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Any
matters not covered by the Contract shall be handled in compliance with
relevant national laws, regulations and
rules.
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Article
10 Declaration Provisions
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10.1
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In
signing and exercising the Contract, both parties have been approved by
law or have been given the approval by the competent decision-maker
stipulated in their respective articles of corporation or by government
supervision department, and obtained the necessary, sufficient and legal
authorization.
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10.2
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In
signing the Contract, the parties expressed their true intentions, the
signatures and seals were genuine, the signing representatives are
authorized, and the Contract has legally binding on both
parties.
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10.3
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Party
B has the right to own its whole property, and all the documentation it
produced to Party A is true, legal and effective, and contains neither
mistake nor omission of facts which disagrees with the
truth.
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10.4
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Party
B has read all the content of the Contract. As requested by Party B, Party
A has made relevant explanation on the terms and conditions of the
Contract. Party B has got a full knowledge and understanding of the
significations and legal consequences of the stipulations of the
Contract.
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16.5
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Party
A is a legally established bank, and is qualified to operate the business
under the Contract.
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Party
A:
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Party
B:
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International
Business Department
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Ever-Glory
International Group
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Bank
of Nanjing Co., ltd.
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Apparel
Inc.
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(Seal)
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(Seal)
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Legal
Representative
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Legal
Representative
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(Principle
or Authorized Agent):
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(or
Authorized Agent):
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(Signature)
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(Signature)
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Address:
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Address:
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Post
Code:
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Post
Code:
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Contact
No.:
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Contact
No.:
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Date
of Signing: 2010/3/11
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Date
of Signing:
2010/3/11
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