Attached files
Exhibit 10.49
No.3550052011C000000300
General Credit Contract
Bank of Communications Co., Ltd. 20100531
Important Notes
The applicant shall read the full contract carefully, especially those clauses with p p symbols. Please immediately ask the credit provider for interpretation in case of doubtful points.
Applicant: Fujian Province Baisha Fire Control Industrial Trading Co., Ltd
Legal representative (principal): Zhuge Zhuang
Legal address: Baisha Meilin Industrial Area, Nan’an City
Mail address: Baisha Meilin Industrial Area, Nan’an City
Credit provider: Quanzhou Branch (Sub-branch), Bank of Communications, Co., Ltd.
Principal: Xiaodong Li
Mail address: #550 Fengze Street, Quanzhou City
Considering that the applicant applies to the Credit provider for general credit, the two parties have reached an agreement through friendly consultation to conclude the following contract in order to define the rights and obligations of both parties:
Article 1 Definition
In this contract, unless otherwise expressly agreed in this context, the following terms shall have the following meanings:
“General Credit”, the credit given by the provider of credit to the applicant involving the following more than one credit variety: RMB or foreign currency circulating funds loans, export tax rebate account pledge loans, opening bank acceptance order, opening import letters of credit, packing credit, inward documentary bills, inward collection financing, import outward remittance financing, outward documentary bills, export invoice financing, export collection financing, opening security letters or other credit varieties authorized by the provider of credit.
“General credit limit” refers to the maximum of credit balance hereunder given by the provider of credit to the applicant.
“Classified limit” refers to the maximum of a certain type of credit balance given by the provider of credit to the applicant.
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“Credit balance” refers to the principal sum of all the debts incurred to the applicant due to the usage of the credit limit hereunder have not yet been paid off to the provider of credit; wherein, under the terms of opening bank’s acceptance bill / letters of credit / security letter, it refers to sum of the following two values: the sum of the value of valid bank’s acceptance bill / letter of credit / security letter which have been opened by the provider of credit according to this contract, and the sum of the value which has been advanced by the provider of credit when opening bank’s acceptance bill / credit letter / security letter according to this contract and have not been paid off by the applicant.
“Classified credit balance” refers to the principal sum of all the debt incurred to the applicant due to the usage of a certain type of limit hereunder have not been paid off yet.
“Balance of limit” refers to the value which is generated when general credit limit is deducted by credit balance.
“Classified limit balance” refers to the value which is generated when classified limit is deducted by classified credit balance.
“Credit period” refers to the period provided by the provider of credit under this contract for the applicant. It is credit occurrence period rather than performance deadline. The credit performance deadline hereunder shall be defined by the two parties in corresponding “Application of Credit Limit Use”. The credit period hereunder is from January 17, 2011 to December 30, 2011.
“Credit limit” refers to general credit limit and/or classified limit.
“Export tax rebate account pledge loans” refers to floating capital loan provided by the credit provider to the applicant with export tax rebate receivables as repayment guarantee on the premise of export tax rebate account of trusteeship applicant,
“Inward documentary bills” refers to the short-term financing provided by credit provider to the applicant at his written application for making payment for goods under import letter of credit; the applicant shall repay principal and interest according to agreed interest rate and deadline.
“Inward collection financing” refers to, in the mode of import collection D/P, the short-term financing provided by credit provider to the applicant at his written application after credit provider as the collecting bank informs the applicant of foreign payment retire documents, for the applicant to make foreign payment; the applicant shall repay principal and interest according to agreed interest rate and deadline.
“Import outward remittance financing” refers to the financing delivered by the credit provider on the written application of the applicant when the applicant authorizes the credit provider to make payment for goods by T/T after the imported goods arrive at the port. It is used specially for import outward remittance payment for goods and the applicant shall repay principal and interest according to agreed interest rate and deadline.
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“Outward documentary bills” refers to that the applicant submits letter of credit and all documents hereunder to the credit provider and applies for financing; the credit provider provides the applicant with short-term financing after approval and the applicant shall repay principal and interest according to agreed interest rate and deadline.
“Export collection financing” refers to the short-term financing provided by credit provider to the applicant at his application under the export collection business that the applicant entrusts the credit provider to handle; the applicant shall repay principal and interest according to agreed interest rate and deadline.
“Export invoice financing” refers to that the credit provider provides the applicant with a certain proportion of short-term financing on the basis of invoices and other export licenses provided by the applicant when the applicant do export trade by T/T; the applicant shall repay principal and interest according to agreed interest rate and deadline.
Article 2 Credit Limit
2.1 The general credit limit is RMB forty million (¥) Yuan.
2.2 The limit agreed in the above paragraph could be used for the following credit varieties ticked with “ü”:
| þ Floating capital loan in Renminbi | ¨ Floating capital loan in foreign currency | |
| ¨ Export tax rebate account pledge loans | þ Opening bank acceptance order | |
| ¨ Opening security letter | ¨ Opening import letters of credit | |
| ¨ Inward documentary bills | ¨ Import collection financing | |
| ¨ Import outward remittance financing | ¨ Packing loans | |
| ¨ Outward documentary bills | ¨ Export invoice financing | |
| ¨ Export collection financing | ||
The specific information of classified limits in the limit is:
| Credit variety | Currency | Amount in words | ||
| Liquidity loan | RMB | seventeen million | ||
| Bank acceptance | RMB | forty million |
2.3 The classified limit agreed in Paragraph 2.2 is the maximum of corresponding type of credit
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balance. Credit of any variety is confined by both the classified limit (applicable to those credit varieties with classified limit agreed in Paragraph 2.2) and the general credit limit.
Article 3 Prerequisite for Use of Credit
3.1 Common prerequisites for usage of credit limit:
(1) Credit balance does not exceed the amount of general credit limit and the classified credit balance does not exceed the corresponding amount of classified limit;
(2) Credit amount to be used does not the balance of limit and classified limit balance;
(3) The use application is filed within the credit period;
(4) Contract of guaranty (if any) under this Contract has come into effect and remains effective; real right for security hereunder has been set up and remains effective in case the contract of guaranty is a pledge/mortgage contract;
(5) The applicant has gone through license, approval, registration and other formalities with the government legally required in using credit limit and by credit provider, and the formalities shall remain effective;
(6) The use application is in line with requirements of relevant rules and regulations of the credit provider;
(7) Operation and financial situation of the applicant has no major adverse change;
(8) The applicant does not violate the agreement of this Contract;
(9) The use application is in line with the prerequisites for use of corresponding classified limit agreed in this Article;
(10) The method of payment comply this contract, credit provider agrees payment.
(11) Foreign currency financing, the applicant has complied foreign currency management requirement opening relevant account and providing relevant documents, including but not be limited the use of foreign currency or registration document;
(12) The applicant has identified following account as funds withdrawal, and required by credit provider signs account management agreement with applicant.:
Name: Fujian Province Baisha Fire Control Industrial Trading Co., Ltd.
Account No: 355000888018010026109
Opening Bank: Bank of Communications Quanzhou Branch
(13) N/A
3.2 Prerequisites for usage of floating capital loan limit (Renminbi and foreign currency):
(1) Loan purpose is limited to liquidity loan;
(2) The term of loan is no longer than 12 þ month(s) ¨ day(s) and the maturity date shall be no later than June 30, 2012;
(3) N/A
3.3 Prerequisites for usage of export tax rebate account pledge loan limit:
(1) The applicant has opened a special account of export tax rebate (Account No. N/A ) and this account shall remain under actual trusteeship of the credit provider;
(2) The application of the applicant for export tax rebate has been approved by state taxation, foreign
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trade and economic authorities;
(3) Provide the text of tax rebate materials of local taxation authority of the place of the applicant in the first application for use;
(4) Provide when filling application the application form of export tax rebate and schedule of export tax rebate materials of the time examined by foreign trade and economic authority in the place of the applicant;
(5) Loan purpose is limited to N/A;
(6) The amount of loan shall not exceed N/A% of the corresponding applied tax rebate;
(7) The term of loan is no longer than N/A ¨ months ¨ days and the maturity date shall be no later than N/A;
(8) N/A;
3.4 Prerequisites for usage of the limit for opening bank’s acceptance bill:
(1) Guarantee money has been deposited according to 50% of the face amount of bill applied or a deposit receipt of the equal amount in Bank of Communications is provided for being pledged;
(2) The applicant has provided documents to prove true and legal commodity transaction in his application, which is accepted by the credit provider;
(3) Handling fees have been paid according to rules of the credit provider;
(4) The term of the bill under the application shall be no longer than six months and the due date shall be no later than June 30, 2012;
(5) The fee of risk exposure shall be no lower than 4‰;
3.5 Prerequisites for usage of the limit for opening import letter of credit:
(1) The applicant has gone through all formalities of import and foreign exchange management needed for opening import letter of credit, including bur not limited to import license, import quota, etc., and the aforesaid formalities shall remain effective;
(2) The applied letter of credit is not a standby letter of credit;
(3) Commodities under the applied letter of credit are limited to N/A;
(4) The applicant has provided import contract and other documents to prove true and legal trade under the application;
(5) For opening sight letter of credit, guarantee money of no less than N/A% of the amount of the applied letter of credit has been deposited; For opening usance letter of credit, the applicant has deposited guarantee money of no less than N/A% of the amount of the applied letter of credit and the account of guarantee is No. N/A; Or the applicant has provided a deposit receipt of Bank of Communications respectively according to the aforesaid proportions being pledged;
(6) Handling fees for opening letter of credit have been paid according to rules of the credit provider;
(7) N/A;
3.6 Prerequisites for usage of the limit for packing loans;
(1) The term of the applied loan is no longer than N/A ¨ months ¨ days and the maturity date shall be no later than N/A;
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(2) The amount of the applied loan shall not exceed N/A% of the amount of the submitted letter of credit;
(3) Exported commodities under the letter of credit are limited to N/A;
(4) The applied loan is within the validity period of the submitted letter of credit;
(5) The corresponding letter of credit of the applied loan shall meet the following conditions:
a. The issuing bank shall be correspondent bank of the credit provider;
b. The letter of credit is irrevocable documentary letter of credit;
c. The beneficiary under letter of credit shall be entirely correspondent with the name and address of the applicant;
d. The letter of credit has no restricted negotiation or other adverse soft clauses for the credit provider to collect foreign exchange;
(6) N/A;
3.7 Prerequisites for usage of the limit for inward documentary bills:
(1) The currency of documentary bills is limited to N/A;
(2) The amount of the applied documentary bills shall not exceed N/A% of the amount of corresponding letter of credit;
(3) The term of applied documentary bills is no longer than N/A ¨ months ¨ days and the maturity date shall be no later than N/A;
(4) The commodities under the corresponding letter of credit of the documentary bills are limited to N/A;
(5) The corresponding letter of credit of documentary bills is sight/usance letter of credit issued by the credit provider;
(6) N/A;
3.8 Prerequisites for usage of the limit for import collection financing:
(1) The currency of financing is limited to N/A;
(2) The amount of financing shall not exceed N/A% of the amount of corresponding collection invoice;
(3) The financing period shall be no longer than N/A ¨ months ¨ days and the due date shall be no later than N/A;
(4) N/A;
3.9 Prerequisites for usage of the limit for import outward remittance financing:
(1) The currency of financing is limited to N/A;
(2) The amount of applied financing shall not exceed N/A% of the amount of corresponding invoice;
(3) The financing period shall be no longer than N/A ¨ months ¨ days and the due date shall be no later than N/A;
(4) N/A;
3.10 Prerequisites for usage of the limit for outward documentary bills:
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(1) The currency of documentary bills is limited to N/A;
(2) The amount of the applied documentary bills shall not exceed N/A% of the amount of corresponding letter of credit;
(3) The term of applied documentary bills is no longer than N/A ¨ months ¨ days and the maturity date shall be no later than N/A;
(4) The applicant has submitted to the negotiating bank letter of credit, all its modified original copies (if any) and all documents under the letter of credit;
(5) The corresponding letter of credit of documentary bills shall meet the following conditions:
a. The commodities are limited to N/A;
b. The applicant is limited to N/A;
c. The issuing bank shall be correspondent bank of the credit provider;
d. The letter of credit is free use letter of credit, or a letter of credit designating the credit provider to use, or other letter of credit accepted by the credit provider, with no adverse soft clauses for collection of foreign exchange;
e. The validity period of the letter of credit shall not exceed N/A ¨ months ¨ days;
f. The documents and letter of credit are in consistence, or the credit provider agrees to accept the inconsistence in the documents after examination;
(6) N/A;
3.11 Prerequisites for usage of the limit for export collection financing:
(1) The currency of financing is limited to N/A;
(2) The amount of applied financing shall not exceed N/A% of the amount of corresponding collection;
(3) The accumulated financing balance involving the same importer shall not exceed N/A% of classified limit;
(4) The applied financing period shall be no longer than N/A ¨ months ¨ days and the due date shall be no later than N/A;
(5) The corresponding collection variety of financing is limited to N/A; commodities under the collection are limited to N/A; the importer under the collection is limited to N/A; the credit period under the collection shall not exceed N/A ¨ months ¨ days;
(6) The applicant has submitted to the credit provider original copies of all documents under export collection and export contract, and the documents under collection are in consistency with main contents of the export contract and the documents are in consistency;
(7) N/A;
3.12 Prerequisites for usage of the limit for export invoice financing:
(1) The currency of financing is limited to N/A;
(2) The amount of applied financing shall not exceed N/A% of the amount of corresponding invoice;
(3) The accumulated financing balance involving the same importer shall not exceed N/A% of classified limit;
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(4) The applied financing period shall be no longer than N/A ¨ months ¨ days and the due date shall be no later than N/A;
(5) The corresponding commodities under the export invoice are limited to N/A; the importer is limited to N/A; the credit period shall not exceed N/A ¨ months ¨ days;
(6) The applicant has submitted to the credit provider export contract, export invoice, duplicate of shipping documents and other documents required by the credit provider;
(7) The applicant has specified in the export contract or in the invoice issued by the applicant to the importer: the importer shall remit the money to designated account of the applicant opened with the credit provider;
(8) The documents under the export invoice are in consistency with main contents of the export contract and the documents are in consistency;
(9) N/A;
3.13 Prerequisites for usage of the limit for opening security letter:
(1) The type of security letter is limited to N/A ¨ Letter of guarantee ¨ Standby letter of credit; the currency is limited to N/A; the validity period shall not exceed N/A ¨ months ¨ days;
(2) The applicant has provided documents to prove true and legal basic transactions under the application, which is accepted by the credit provider;
(3) It has been approved by relevant authorities in case opening security letter requires examination of relevant state authorities;
(4) Guarantee money has been deposited according to N/A% of the amount of applied security letter, or a deposit receipt of the equal amount in Bank of Communications is provided for being pledged;
(5) Handling fees are paid according to rules of the credit provider;
(6) N/A;
Article 4 Use of Credit
p p 4.1 Credit limit is the maximum amount of credit balance that the credit provider could provide hereunder for the applicant. Signing of this contract does not indicate that the credit provider shall provide credit actually according to the limit. In case the applicant needs to use the credit limit, he shall file application with the credit provider according to the formats of various “Application of Limit Use” hereunder and use it after approved by the credit provider.
4.2 In case the credit provider approves the limit use application of the applicant, the credit variety, currency, amount, purpose, term and interest rate shall be subject to the contents of “Application of Limit Use” signed by the credit provider.
4.3 The use condition of credit limit shall be subject to the files, vouchers and documents reserved by the credit provider in performance of the contract.
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p p 4.4 In case the currency recorded in “Application of Limit Use” is not in consistency with that of credit limit hereunder, it shall be only used for calculation of credit limit or classified credit limit, and converted on the basis of exchange rate published by Bank of Communications in the beginning of each day.
p p 4.5 After the applicant becomes a shareholder of guarantor or “actual controller” defined in “Company Law”, the credit limit has the right to suspend or cancel the limit not yet used by the applicant before the guarantor provides a resolution accepted by the credit provider that the Board of Shareholders (General meeting of shareholders) agrees to provide guarantee for the applicant.
Article 5 Methods of Payment
5.1 The matter concerns financing amount payment is suitable in this contract.
5.2 The applicant identifies following account as receiving account:
Name: Fujian Province Baisha Fire Control Industrial Trading Co., Ltd
Account No: 355000888018010026109
Opening Bank: Bank of Communications Quanzhou Branch
5.3 The applicant shall submit relevant documents to bank at least 5 working days before each withdrawal. Only one payment method is used for each time.
5.4 Credit provider entrusted payment method means applicant based on the power of attorney of entrusted payment, the creditor provider issue funds directly to the party who do transaction with applicant. This must comply with provisions in the contract.
Adoption entrusted payment method by credit provider, it must fulfill following conditions:
(1) Belonging to floating capital loan in Renminbi, floating capital loan in foreign currency, export tax rebate account pledge loans, or packing loans which single payment amount exceeds eight million.
(2) Belonging to inward documentary bills, import collection financing, or import outward remittance financing.
(3) N/A.
Adoption entrusted payment method by credit provider, the applicant shall submit “Application of Limit Use”, power of attorney of entrusted payment , loan voucher, relevant payment voucher and others materials required by credit provider( including but not limited business contract, invoices and receipt tickets). The method also makes sure the amounts of withdrawn must equal the amounts payment.
The applicant applies the payment which is not complied with contract. The credit provider has the right to refuse to make a payment and return the power of attorney which filed by applicant.
The credit provider can not makes payment due to the applicant provides error information. The applicant shall provide correct information and materials to credit provider in present time. The credit
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provider has no obligations for any applicant’s losses.
5.5 Independent payment means credit provider issue funds to applicant account under the contract, the applicant makes payment to his or her transaction party under the contract.
Except section 5.4, independent payment method is used in all applicant payment.
Using independent payment method, the applicant shall submit “Applications of Limit Use”, loan voucher, funds using statement and others materials required by credit provider. The applicant shall provide a summary report to credit provider with 60 days upon funds issued by credit provider. Credit provider through account analysis, voucher tested or investigates to make sure whether the financing payment complies with contract. The applicant shall cooperate with credit provider’s reviews.
p p Article 6 Representations and Warranties of the Applicant
6.1 The applicant is established and survive legitimately, has all necessary capacity for rights and could perform obligations in this contract and bear civil liability on its own behalf.
6.2 Singing and performance of this Contract are true declaration of intention of the applicant, and have all necessary consent, approval and authority, with no defect in law.
6.3 The applicant makes legal operation, compliance, ability of sustainable operation, and has no bad credit record. The senior management person of the applicant has no bad credit record.
6.4 All documents, statements, materials and information provided by the applicant to the credit provider in the process of signs and performance of the Contract are true, accurate, complete and effective, and the applicant conceals no information that might influence its financial situation and repayment capacity from the credit provider.
6.5 The applicant is not a shareholder of guarantor or “actual controller” defined in “Company Law” when signing the contract, and has no plan to become a shareholder or actual controller of the guarantor.
Article 7 Obligations and Rights of the Credit Provider
7.1 The credit provider has rights to collect principals of financing amounts and interests (including compound interest, delay and diverted interests), collect amounts payable by applicant, has rights to collect financing amounts based on the situation of withdrawal of currency from circulation of the applicant, and exercise others right under the contract.
7.2 The credit provider only reviews material that provided by applicant, during fulfills the contract. The credit provider has not completed entrusted payment timely or the applicant breach the agreement because the applicant provided untrue materials, inaccurate information, the credit provider will not assumes any obligations.
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7.3 The payment is not successful because the applicant’s account was freeze; the credit provider will not assume any obligations.
Article 8 Obligation of the Applicant
8.1 The applicant shall obtain all approvals, examination and approval, reports, records or registration necessary for performing this contract or “Application of Limit Use”.
8.2 The applicant shall use the credit limit as agreed in the Contract, use obtained credit according to purpose agreed in this Contract and corresponding “Application of Limit Use” and shall not use it for other purpose.
8.3 The methods of financing payment is appointed in the contract, the applicant should uses funds complies with the contract.
8.4 The applicant shall fulfill the obligation in full amount on schedule according to this Contract and corresponding “Application of Limit Use”.
Unless otherwise agreed in this Contract or corresponding “Application of Limit Use”, the applicant shall not fulfill the obligation in advance without written approval of the credit provider.
8.5 The identified account used for withdrawal of funds form circulation, should be used to collect relevant sales revenue or return funds plan. If the relevant sales revenue is credit sales, the applicant shall make sure to transfer to the account of withdrawal of funds from circulation as receives the payment.
p p 8.6 The applicant shall bear expenses under this Contract and “Application of Limit Use”, including but not limited to notarial fee, appraisal fee, survey fee, registration fee and etc.
p p 8.7 The applicant shall follow business system and working rules of the credit provider and related to credit business, including but not limited to cooperating with the credit provider in supervision and examination of state of operation of the applicant, promptly providing all financial statements, other materials and information required by the credit provider and guaranteeing the trueness, completeness and accuracy of the provided documents, materials and information.
p p 8.8 In case any of the following occurs, the applicant shall inform the credit provider in writing at least thirty days in advance, and shall not take any measure before paying off principals and interest of all debts hereunder or providing a settlement proposal accepted by the credit provider.
| (1) | Sell, donate, lease, lend, transfer, mortgage, pledge all or most of assets or important assets or handle them in other forms; |
| (2) | The management system or property right organization may have major changes, including but not limited to contracting, leasing, joint operation, corporate restructuring, shareholding cooperative |
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| system transformation, corporate selling, merger (acquisition), joint venture (cooperation), separation, establishing subsidiary, property right transfer, capital reduction and etc. |
| (3) | Oversea investment amount exceed N/A or increases financing by loan exceed N/A. |
p p 8.9 The applicant shall inform the credit provider in writing within seven days after one of the following events occur or might occur:
| (1) | Modifying the articles of association, changing corporate name, legal representative (principal), domicile, mail address, business scope and other items of industrial and commercial registration, or making a decision with significant influence on finance or personnel matters; |
| (2) | The applicant or guarantor is to file for bankruptcy, or may be or might have been filed for bankruptcy by creditor; |
| (3) | It is involved in major litigation, arbitration or administrative measures, or main assets or guaranty is in custody of property preservation or other enforcement measures are taken; |
| (4) | Provide a guaranty for a third party, which has significant adverse effects on its financial status or capacity of fulfilling obligations hereunder; |
| (5) | Sign a contract which has significant effects on its operation and financial status; |
| (6) | The applicant or guarantor suspends production, goes out of business, is dismissed, suspended for rectification or revoked or the corporate business license is revoked; |
| (7) | The applicant, legal representative (principal) or main management personnel of the applicant is involved in law-breaking activities or violate applicable rules of the exchange; |
| (8) | Severe difficulties occur in operation, financial degeneration, or other matters occur with adverse effects on normal operation, financial status or debt repayment capacity of the applicant; |
| (9) | Related transaction occurs, and the amount of transaction reaches or exceeds 10% of net assets audited recently; |
| (10) | The applicant becomes or might become a shareholder of the guarantee or “actual controller” defined in “Company Law” before paying off all debts hereunder. |
| (11) | The applicant or related party breaches legal regulations, monitored regulations, national policies or industry standards, which caused liability accidents or explored by Medias. |
| (12) | The relationship of controls or controlled between applicant and related party has been changed. |
| (13) | Occurring any adverse significant matters that affect the relationship between the applicant and related party. |
p p 8.10 In case adverse changes for creditor’s rights of the credit provider occur to guarantee hereunder, the applicant shall promptly provide other guarantee accepted by the credit provider according to requirements of the credit provider.
“Changes” referred to in this Paragraph includes but not limits to that the guarantor is merged, divided, shut down, closed, dismissed, suspended for rectification, canceled, or the corporate business license is revoked; the guarantor files or being filed bankruptcy; major changes occur to operation and financial status of the guarantor; the guarantor is involved in major litigation, arbitration or administrative measures, or main assets or guaranty is in custody of property preservation or other enforcement measures are taken; the guarantor, legal representative (principal) or main management personnel of
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the guarantor is involved in law-breaking activities or violate applicable rules of the exchange; the guarantor as an individual is missing or dies (declared dead); the guarantor has violating behaviors hereunder; the guarantor has disputes with the applicant; the guarantor requires to terminate the guaranty contract; the guaranty contract is not yet effective, or is invalid or revoked; the real right for security is not established or is invalid; other matters that may influence creditor’s right safety of the credit provider and so on.
8.11 The applicant makes a promise: At the date of contract signed until to all principals and interests and related expenses been repaid, the applicant’s financial index still shall complies with following agreement:
(1) N/A
(2) N/A
(3) N/A
Article 9 Other Terms Agreed
The fee of risk exposure shall not more than ¥20,000,000: loan withdrawal amount: ¥10,000,000 per quarter
p p Article 10 Early Maturity
10.1 Any of the following matters shall constitute “early maturity event” referred to hereunder:
| (1) | Representation of the applicant in this contract or any of “Application of Limit Use” is not true; |
| (2) | The applicant violate agreement in this contract or any of “Application of Limit Use”; |
| (3) | Any of the events listed in Paragraph 8.9 that shall be informed actually occurs, and the credit provider believes that it will affect the security of the creditor’s rights; |
| (4) | The applicant had delayed performance and other violations in performing other contracts between the applicant and the credit provider, and did not correct it after being urged by the credit provider; |
| (5) | The credit provider may breach the contract because of monitored policed changed. |
| (6) | The applicant may have breach actions during perform the contract. |
10.2 In case early maturity event occurs, the credit provider has the right to:
| (1) | Lower, suspend or cancel the credit limit hereunder; |
| (2) | Declare maturity of all or part of the debts of the applicant hereunder, and required the applicant to promptly repay the due principal and interest; in case opening bank acceptance bill, letter of credit, security letter and other credit varieties are involved, the applicant shall promptly supplement |
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| security deposit until the amount of security deposit reaches the amount of bank acceptance bill, letter of credit or security letter issued by the credit provider according to “Application of Limit Use” and which is unpaid; |
| (3) | Stop to transact the payment as the applicant has withdrawal the amounts but have not be used. |
| (4) | Requiring the applicant communicates with credit provider about supplement of issuing financing amount. |
| (5) | Requiring the applicant changes payment method required by credit provider. |
p p Article 11 Breach of Contract
11.1 In case the applicant fails to pay off the principal or interest of debts in full amount and on schedule, default interest and compound interest shall be charged for the unpaid amount on the basis of overdue default interest rate from the following day of the expiration date of the performance period (from the date when the credit provider make advances for businesses of bank acceptance bill/letter of credit/security letter). In case the applicant fails to use the obtained credit according to the purpose agreed in this Contract or “Application of Limit Use”, default interest and compound interest shall be charged for the appropriation on the basis of default interest rate for appropriation.
In case the debt currency is Renminbi, the default interest rates for overdue amount and appropriation are the interest rates recorded in “Application of Limit Use” respectively increased by 50% and 100%; the interest rate for advances in businesses of bank acceptance bill shall be subject to “Application of Limit Use”; the interest rate for advances in security letter business shall be N/A. In case the debt currency is foreign currency, the default interest rate shall be increased by N/A% on the basis of the rate agreed in “Application of Limit Use”; the interest rate for advances in business of import letter of credit shall be N/A; the interest rate for advances in business of security letter shall be N/A.
Expiration date of performance period is referred to any of the following: payment due date, maturity date and interest date.
11.2 In case the applicant violates the contract, the applicant shall bear reminder fee, litigation cost (or arbitration fee), preservation fee, announcement charge, execution fee, counsel fee, travel charge and other fees paid by the credit provider for realizing debtor’s rights.
11.3 In case the applicant evades supervision of the credit provider, falls behind with debt principal and interest, evades repaying debts intentionally or has other behaviors, the creditor has the right to report these behaviors to relevant units and make them public in news media;
Article 12 Deduction Agreement
12.1 The applicant authorizes the credit provider the right to withhold capital in any account of the applicant opened in Bank of Communications for paying off debts in case of due debt principal, interest, default interest compound interest and other fees.
12.2 After withholding, the credit provider shall inform the applicant of account number, contract number involved, number of “Application of Limit Use”, number of loan note or other bank order,
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withheld amount and the left amount of debt.
12.3 In case the withheld capital is insufficient for paying off all debts of the applicant, it shall be first used for compensating matured liability unpaid; in case the overdue time of principal and interest is no longer than 90 days, the balance after compensation shall be first used for compensating due interest, default interest or compound interest unpaid and then for due principal unpaid; in case the overdue time of principal or interest is over 90 days, the balance after compensation shall be first used for compensating due principal unpaid and then for due interest, default interest or compound interest unpaid.
In case the debt is advances for acceptance bill, letter of credit or security letter and the withheld capital is insufficient for paying off all debts, it shall be first used for compensating due fees unpaid; he balance after compensation shall be first used for compensating due principal unpaid and then for due interest unpaid.
12.4 In case the currency of withheld capital is not in consistency with that of debts needing compensation, the capital shall be converted to the amount for debt compensation on the basis of the exchange rate published by Bank of Communications when withholding the capital.
Article 13 Notices
13.1 In the contract, the applicant shall fill effective contact methods (including address, contact number, fax number, e-mail, etc.). Any changes of contact methods, the applicant shall notice to credit provider in writing and post to credit provider, and this will not effect until credit provider received a notice in writing form the applicant
13.2 Any notices from credit provider to applicant except clear provisions in the contract, credit provider has right to choose any following notice methods as he or she feels appropriate and without any response for mistake, omit or delay of transfer by post, fax, phone call, telex or other correspondence systems. Credit provider has many correspondence methods to choose, usually the fastest one be chose:
(1) Announcement, the provider announces on website, e-bank, phone-bank, or operations network, and the date of announcement seemed as delivered date.
(2) The day of the applicant receives and sign on that is considered as delivered date when delivery by specific person.
(3) The credit provider posts (including speeds, normal and Registered mail) to the applicant whose address has known by credit provider. Upon three days posted (same city)/five days posted (different place) (even though its maybe return back), announcement can be seemed as delivered date.
(4) Fax or other electronic correspondence methods used by credit provider to the applicant whose fax number and electronic correspondence address has know by Party B, the date of sending can be seemed as delivered date.
p p Article 14 Information Disclosure and Confidentiality
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14.1 The credit provider has responsibility to keep information of the applicant confidentiality, except for:
(1) Shall disclose information by law.
(2) Shall disclose information by government or judicial departments
(3) Disclose to the applicant’s external professional consultants
(4) The credit provider disclose information authorized by the applicant
14.2 In the following situations, the applicant agree his or her related information disclosed by credit provider including but not limited ,personal information, credit transactions and others relate material and information.
(1) For the following purpose, outsourcing organization, third party supplier service, other financial institutions and other organization or individuals that the credit provider believe necessary, including but not limited bank of communications’ other branches or its subsidiary which disclose and be allowed to use the information and materials: 1) for developing personal loan business or develop relates personal loan business, such as enhance personal loan business of bank of communications, collect amounts owned by the applicant. 2) For providing some new productions or services or further services to the applicant by credit provider. 3) For further maintaining, managing and improving customer’s relationship.
(2) The information and materials are provided to the databases of personal credit information of the People’s Bank of China or to others databases of personal credit information that approved by the People’s Bank of China.
(3) These information or materials are used for the purposes of analyzing credit risk and controlling or used by third party under confidentiality.
Article 15 Settlement of Disputes
Disputes hereunder shall be brought to a competent court in the place of the credit provider; the parties shall continue to perform terms not involved in the disputes in the period of dispute settlement.
Article 16 Other terms
p p 16.1 the applicant agree the personal credit report remained by the credit provider because of credit provide application and management inquiry of after loan.
p p 16.2 The credit provider can not provide credit or transact financing amounts payment because the credit provider network or system problem. The credit provider has no any obligation, but shall notify to the applicant in time.
16.3 In the contract, both parties agrees with the format of “Applications of Limit Use”, both parties signed the “Applications of Limit Use” and “Power of Attorney of Entrusted Payment” during perform of contract and other identified relevant documents and materials seem as the parts can not be separated. If the contains of “Applications of Limit Use” different with this contract, this contract seem as a standard.
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16.4 As so called related party, related parties transaction, key investor and others words in the contract have the same meaning with the relevant words within “Accounting Standards No 36 Enterprise- Related Parties Disclosure” that promulgated by financial department.
16.5 This contract shall come into effect after it is signed (or stamped) by legal representative (principal) or authorized representative of the applicant and principal or authorized representative of the credit provider and affixed with official seals of the two parties.
16.6 The contract bears three copies, the two parties of the contract and the guarantor each hold one.
(Body of the Contract ends)
The applicant has read through the above terms and the credit provider has made corresponding explanations as required by the applicant; the applicant has no objection to all the contents.
| Applicant (official seal): Fujian Province Baisha Fire Control Industrial Trading Co., Ltd |
Credit provider (official seal): Bank of Communications Quanzhou Branch | |||
| Legal representative (principal) or authorized representative (signature or seal): | Principal or authorized representative (signature or seal): | |||
| /s/ Zhuge Zhuang |
/s/ Xiaodong Li | |||
| Date: January 17, 2011 | Date: January 17, 2011 | |||
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