Attached files
| file | filename |
|---|---|
| 10-K - BEFUT International Co., Ltd. | v197621_10k.htm |
| EX-31.1 - BEFUT International Co., Ltd. | v197621_ex31-1.htm |
| EX-21.1 - BEFUT International Co., Ltd. | v197621_ex21-1.htm |
| EX-32.2 - BEFUT International Co., Ltd. | v197621_ex32-2.htm |
| EX-10.9 - BEFUT International Co., Ltd. | v197621_ex10-9.htm |
| EX-32.1 - BEFUT International Co., Ltd. | v197621_ex32-1.htm |
| EX-31.2 - BEFUT International Co., Ltd. | v197621_ex31-2.htm |
| EX-10.8 - BEFUT International Co., Ltd. | v197621_ex10-8.htm |
| EX-10.10 - BEFUT International Co., Ltd. | v197621_ex10-10.htm |
Exhibit
10.11
Mortgage
Contract
(English
Translation, Original is in Chinese)
Mortgagor：Dalian Befut Wire
& Cable Manufacturing Co., Ltd
Address：Qipan Village,
Gezhenpu Town, Ganjingzi District, Dalian City
Legal
representative：Cao
Hongbo
Postal
code：116001
Operator：Lu
Haiyang
Tel：
0411—83678755
Fax：0411-83670955
Mortgagee：China Development
Bank Corporation
Address：29 Outer
Street of Fuchengmen, Xicheng District, Beijing
Legal
representative：Chen
Yuan
Postal
code：100037
Transacting branch：China Development
Bank Corporation, Dalian Branch
Branch
address： No.
15, 17 Renmin Road, Zhongshan District, Dalian City
Branch
manager：Song
Weinong
Postal
code：116001
Operator：Dong
Ziyue
Telephone：0411-82819088-8166
Fax：0411-82810032
To
guarantee that the borrower Dalian Befut Wire & Cable Manufacturing Co., Ltd
fulfills the loan contract No.2102221452009020773 (hereinafter
referred to as the Master Contract) signed with the mortgagee, the mortgagor
agrees to pledge the assets as listed in the collateral list (see appendix) as
collaterals, to provide a guarantee to the mortgagee. The mortgagor and the
mortgagee hereby enter into this contract
through negotiation.
Clause
1 Definition
Unless as
otherwise agreed herein, definitions of the terms in this contract
are the same as those in the Master Contract.
Clause
2 Collateral
Please
see the appendix for the names and related details of the collaterals under this
contract.
Clause
3 Scope
of guarantee
As agreed
in the Main Contract, the borrower has borrowed RMB 100,000,000 Yuan (One
Hundred Million Yuan only) from the mortgagee, with a loan period of 7 years
(i.e. from November 2nd, 2009
to November 1st,
2016).
The scope
of guarantee of this Contract includes all of the loan principle, interest,
penalty interest, compensation, liquidated damages, damages compensation
and fees for collateral realization under the Master
Contract.
Along
with the settlement of the loan principal stipulated in the Master Contract, the
principle amount secured under this contract should correspondingly
been reduced.
Clause
4 The
Mortgagor’s statement and guarantee
1) The
mortgagor is a corporation established by the law, currently holds a valid
Business License, legally owns its assets and operates its
business;
2) The
mortgagor has legal ownership and disposition rights of the
collaterals; if the collaterals provided by the mortgagor are assets
which are subject to approval or agreement of related
parties according to the law, the mortgagor shall ensure that the
legitimate approval or agreement has been obtained; there is no dispute on
ownership or disposition rights for the collaterals;
3) Other
than the collaterals stated in this contract, there shall be no property
guarantee, leasehold, trusteeship, joint ownership or any other ownership
disputes in any form for the collaterals;
4) The
mortgagor has completed all necessary internal authorization procedures related
to signing this contract, and is hereby lawful and valid;
5) All
the documents and data provided by the mortgagor to the mortgagee
shall be true, accurate and complete.
The above
mentioned statement and guarantee are valid within the validity
period of this contract.
Clause
5 Obligations
of the mortgagor
1) The
mortgagor shall be safekeeping of the collaterals, and accept inspection by the
mortgagee at any time. The mortgagor shall take immediate relevant action with
regards to the suggestions from the mortgagee during the said inspection for the
purpose of ensuring that the collaterals are whole and intact. The expenses of
safekeeping and maintaining the collaterals are borne by the
mortgagor;
2) The
mortgagor is not allowed to dispose the collaterals in any manner
without prior written consent of the mortgagee;
3) The
mortgagor shall notify the mortgagee 10 days in advance in writing with respect
to the changes of company name, address, legal
representative, registered capital, business scope, company type or
amendment of company article of incorporation, and provide the mortgagee with
the relevant documentation for record;
4) The
mortgagor shall deliver ownership certificate of collaterals (disposition
rights) or mortgage rights certificate to the mortgagee within three working
days after registration of the collaterals.
5) All
fees caused by signing and fulfilling this contract shall be borne by the
mortgagor;
6) If any
of the mortgagor’s actions are likely to decrease the value of the collaterals,
the mortgagee is entitled to request the mortgagor to restore its
original status, or provide guarantee. If the above-mentioned request by the
mortgagee is rejected by the mortgagor, the mortgagee has the right to request
the debtor to fulfill the debt, and also may request to exercise the collateral
rights in advance.
Clause
6 Obligations
of the mortgagee
The
mortgagee shall return to the Document of Title, disposition rights certificate
and insurance certificate of the collaterals,
etc to the mortgagor within 15 days after settlement of all debts
under the Master Contract.
Clause
7 Insurance
Within 10
days after the signing of this contract, the mortgagor shall carry out and
complete all insurance procedures for the collaterals in accordance with the
insurance type, insured amount and insured period determined by the mortgagee at
an insurance company approved by the mortgagee.
The
mortgagor shall not terminate the insurance for any reasons prior to the full
settlement of the debt under the Master Contract. If the
mortgagor terminates the insurance, the mortgagee has the right to
buy the insurance on behalf of the mortgagor, and all costs shall be borne by
the mortgagor.
Clause
8 Realization
of the collateral rights
If the
mortgage is unable to settle the debt under the Master Contract in
accordance with terms of the Master Contract, or if the mortgagor is
declared to be bankrupt, revoked or dissolved according to the law, the
mortgagee has the right to lawfully dispose the collaterals by auction, selling
or discounting etc., and to retain such money as compensation. If the proceeds
exceed the amount of the secured claims under this contract, the excess shall
belong to the mortgagee.
Clause
9 Liabilities
for breach of contract
1) If the
mortgagor, due to not carrying out the insurance procedures in accordance with
the terms of this contract, causes the financial losses to the mortgagee, the
mortgagor shall make due compensation;
2) The
collaterals are damaged or destroyed due to the mortgagor’s fault, or if the
insurance company lawfully refuses to make compensation or if the insurance
payout is insufficient to repay the debt under the terms of the Master Contract,
the mortgagee has the right to request the mortgagor to restore the value of the
collaterals within a deadline, or provide the mortgagee with an accepted
guarantee to top up the deficit;
3) If the
Mortgagor violates the terms of this contract and disposes the collaterals
without authorization, the mortgagee has the right to request the mortgagor to
restore the collaterals to its original status;
4) If the
mortgagor, due to concealment of the existence of joint-ownership, disputes,
seizure, detention or previous pledging of the collaterals, causes the losses to
the mortgagee, the mortgagor shall make due compensation;
5) If the
mortgagor violates other terms of this contract, or if any of the statements and
guarantees made by the mortgagor under Clause 4 of this contract is
proven to be false or misleading, resulting in losses to the mortgagee, the
mortgagor shall make due compensation;
6) If the
mortgagee violates the terms of this contract, and fails to promptly
return to the mortgagor with the Document of Title, disposition
rights certificate and insurance certificate etc. of the
collaterals in its safekeeping, resulting in losses to the mortgagor, the
mortgagee shall make due compensation;
Clause
10 Modification
and Termination of Contract
1) The
mortgagor or the mortgagee is not allowed to modify or terminate the contract
without authorization. If modification or termination is required, it
shall be by a consensus between both parties and a written agreement shall be
reached;
2) If
the debtor and the mortgagee reach a written agreement to modify the content of
the Master Contract, the mortgagor shall continue to fulfill its responsibility
for the guarantee of the debt under the Master Contract with the collaterals
under this contract. If modifications to the Master Contract without agreement
of the mortgagor results in an increase of the loan amount, the mortgagor shall
not be responsible for guaranteeing the increased amount.
Clause
11 Collateral
registration
The
mortgagor and the mortgagee shall transact the collateral
registration with the relevant authorities within 7 days
after the signing of this contract.
Clause
12 Settlement
of disputes
In the
event of disputes during the course of the mortgagor’s and mortgagee’s
fulfillment of this contract, both parties shall settle the
dispute through negotiation; if it fails, the dispute shall be
settled through litigation at the people’s court at the
location of the mortgagee’s transacting branch.
Clause
13
Miscellaneous
1) Any
other issues unmentioned in this contract s shall be resolved through
negotiation between the mortgagor and mortgagee, or transacted in
accordance with state laws and legal regulations;
2) This
contract has two original copies, one each for the mortgagor and the
mortgagee, and it has 6 duplicate copies.
Clause
14 Contract validity
This
contract comes into effect upon being signed by the mortgagor and the mortgagee
with stamps affixed.
Appendix:
Collateral list
|
Collateral
list（Real
Estate）
|
|||||
|
Collateral
name
|
Owner
|
Location
|
Property
ownership certificate number
|
Floor
area (square meters)
|
Evaluation
value (10,000 Yuan）
|
|
Guard
house
|
Dalian
Befut Wire & Cable Manufacturing Co., Ltd
|
20
Shimen Street, Harbor Industrial Zone, Changxing Island,
Dalian
|
No.
2009001864
|
63.96
|
10.
19
|
|
Factory
No. 1
|
Dalian
Befut Wire & Cable Manufacturing Co., Ltd
|
20
Shimen Street, Harbor Industrial Zone, Changxing Island,
Dalian
|
No.
2009001865
|
2744.
56
|
678.
02
|
|
Factory
No. 2
|
Dalian
Befut Wire & Cable Manufacturing Co., Ltd
|
20
Shimen Street, Harbor Industrial Zone, Changxing Island,
Dalian
|
No.
2009001866
|
3836.
56
|
947.
74
|
|
Factory
No. 3
|
Dalian
Befut Wire & Cable Manufacturing Co., Ltd
|
20
Shimen Street, Harbor Industrial Zone, Changxing Island,
Dalian
|
No.
2009001867
|
3836.
56
|
947.
74
|
|
Office
Building
|
Dalian
Befut Wire & Cable Manufacturing Co., Ltd
|
20
Shimen Street, Harbor Industrial Zone, Changxing Island,
Dalian
|
No.
2009001868
|
2001.
63
|
578.
22
|
|
Office
Building
|
Dalian
Befut Wire & Cable Manufacturing Co., Ltd
|
8
Qifeng Road, Harbor Industrial Zone, Changxing Island,
Dalian
|
No.
2009001869
|
8508.
7
|
2534.
4
|
|
Warehouse
No. 1
|
Dalian
Befut Wire & Cable Manufacturing Co., Ltd
|
8
Qifeng Road, Harbor Industrial Zone, Changxing Island,
Dalian
|
No. 2009001870
|
5332.
5
|
1139.
76
|
|
Factory
No. 1 (including transformer room)
|
Dalian
Befut Wire & Cable Manufacturing Co., Ltd
|
8
Qifeng Road, Harbor Industrial Zone, Changxing Island,
Dalian
|
No.
2009001871
|
7293.
27
|
1856.
45
|
|
Factory
No. 2 (including laboratory equipment room, boiler room, and
ancillary)
|
Dalian
Befut Wire & Cable Manufacturing Co., Ltd
|
8
Qifeng Road, Harbor Industrial Zone, Changxing Island,
Dalian
|
No.
2009001872
|
9526.
87
|
2501.
56
|
Mortgagor：Dalian Befut Wire
& Cable Manufacturing Co., Ltd ( Seal)
Legal
representative (or authorized representative): Cao Hongbo
Signature: /s/ Cao
Hongbo
Mortgagor’s
bank and account number: China Construction Bank, Dalian Qingniwaqiao
Subbranch
21201500100053003069
November
2nd,
2009
Mortgagee：China Development
Bank Corporation ( Seal)
Legal
representative (or authorized representative): Song
Weinong
November
2nd,
2009
Signature:
/s/ Song
Weinong
Signing
Place: Dalian City