LOANCONTRACT英文借贷合同

LOAN CONTRACT

Contract Number：

BORROWER：

Address：

LENDER：

Address：

In accordance with provisions of Contract Law of the Peoples Republic of China and

Bank of China， after reviewing the status and the request of the Borrower， the Lender

agrees to grant the Borrower a line of credit on . The Borrower， Lender and Guarantor，

through friendly negotiation， have executed this Contract as follows：

ARTICLE 1 CURRENCY， AMOUNT AND TERM OF THE LOAN：

1. The Currency under this loan is Reiminbi.

2. The Line of the loan is yuan.

3. The period of this loan is 12 months from the date of effectiveness of this

contract.

ARTICLE 2 THE PURPOSE OF THE LOAN：

1. The purpo of this loan is ud for working capital turnover.

2. Without written approval of the Lender， the Borrower could not u the loan out

of the scope of the purpo.

ARTICLE 3 INTEREST RATE AND CALCULATION OF INTEREST：

1. Interest rate： The interest rate shall be [***] During the loan term， if the

countrys related authority adjusted the interest rate or the manner of calculation of

interest， the interest of this contract shall be adjusted accordingly after one year

from the date of execution of this contract.

The adjustment shall be conducted when the interest rate are executed one

is not obliged to inform the Borrower when the adjustment of interest.

2. The interest shall be calculated from the date of first drawdown and the actual

days the borrower u. One year shall be calculated as 360 days.

3. The payment of interests： The Borrower shall pay the interests per quarter. The

payment date shall be ， and. If the payment for the last installment is not on the payment

date，the interests shall deduct the interest from the bank account of the Borrower.

In the event that the Borrower fails to pay the interests on time and the balance of

the account of the Borrower is not enough for the payment of interest， the Lender shall

have rights to collect a penalty being [***] of the outstanding amount per day for the

Borrowers breach of contract.

ARTICLE 4 OVERDUE INTERESTS AND MISUSING INTERESTS

1. If the Borrower fails to repay the loan and can not reach a agreement with the

Lender regarding the extension， the Lender shall collect an overdue penalty for [***]

of the overdue amount per day.

2. If the Borrower fails to us the loan in accordance with the provisions t forth

in this contract， the Lender shall have right to charge a interests for the misusing

part at a rate of [***] per day.

ARTICLE 5 ACCOUNT

The Borrower shall open Reiminbi basic account and/or foreign currency account at

the Lender or Lenders branch for the u of draw-down， repayment，payment of interests

and fees.

ARTICLE 6 DRAW-DOWN

1. The loan under this contract is revolving， the balance of this contract shall

not more than the line of credit.

2. The Borrower shall nd a draw-down application as the form herein attached in

this contract 7 days before the date of draw-down.

3. The Borrower shall not draw the loan less than 1 million.

ARTICLE 7 CONDITIONS FOR DRAW-DOWN

The following conditions shall be satisfied in advance of the draw-down date：

1. The Borrower has opened foreign account and Reiminbi account at the office of

the Lender or the branch of the Lender；

2. This contract and the appendices have been effective；

3. The Borrower has provided the recognition of the investment or certificate of

the investment to the Lender；

4. The Borrower has provided the board resolution and power of attorney regarding

this loan contract；

5. The Borrower has provided the list and the signature sample of the authorized

person who empower to sign this contract and documents；

6. The Guaranty under this contract has been effective；

1. The Borrower shall repay the loan in accordance with the status of its cash. The

Borrower shall inform the Lender the payment amount and date [***] prior to make the

payment. The Borrower shall be obliged to repay the

principal and related interests on due date without any condition.

2. The payment made by the Borrower and the deduction from the account of the Borrower

shall be ud for repaying the interest at first and then for repaying the principal.

3. In the event the Borrower fails to repay the loan， the Lender shall have rights

to deduct the debt from the bank account of the Borrower at the Lender or empower the

branches of the Lender to deduct the debt from the

bank account of the Borrower at the Lenders branches；

4. The installment of repayment shall not less than 1 million.

ARTICLE 9 DEBT CERTIFICATE

The Lender shall keep record in the Lenders account for the principal，interests

and fees and other fees of the Borrower under this contract； The above mentioned record

and the documentation for the draw-down， repayment and payment of interest is the

certificates of the debts between the Borrower and the Lender.

ARTICLE 10 GUARANTY

1. （the "Guarantor"） shall be the guarantor for the loan under this contract and

take jointly liabilities.

2. During the term of this contract， if the guarantors financial status bee

deteriorated or the liabilities for repayment of debts bee weak， the Lender shall have

right to request the Borrower changes guarantor or provide mortgage and pawn cured

for this loan under this contract.

ARTICLE 11 REPRESENTATIONS AND WARRANTIES

I. The Borrowers reprents and warrants as follows：

1. The Borrower is a pany duly organized and validly existing under the law of the

PeoplesRepublic of China and has the power and authority to own its property to consummate

the transactions contemplated in this contract and join the litigation. The Borrower

has the power to handle it asts ud in operation.

2. The Borrower is at its option to sign and perform this is the Borrowers

true meaning and has the power to sign this contract and it is not breach it article

of association or regulations or contracts. The procedure for signature and performance

of this contract has been gone through and fully effectiveness.

3. The all documents， materials， reports and certificates provided to the Lender

by the borrower for consummation of this contract is true， real， pete and effective

4. The Borrower shall not conceal the following events which is being happened or

have been happened which will cau the Lender refu to extend the loan：

（1） The Borrower or the principal executives of the Borrower involve in material

events which breach regulations， laws or pensation to others；

（2） Pending actions and arbitration；

（3） The Borrowers debts or propod debts or liens and other encumbrances；

（4） The other matters will impact the financial status or abilities of repayment

for the debts；

（5） The Borrower breached contract which is between the Borrower and other

creditors.

II. The Borrower hereby warrants as follows：

1. Using the capital of the loan as usage t forth in this contract， the Borrower

will not u the loan as Equity investment； The Borrower will not u the capital of

the loan invest in curity， future， real estate etc. The Borrower will not lend to

the others privately or involving other maters which is prohibited by the country. The

Borrower will not misusing or appropriation of the loan.

2. Making payment and related expens in accordance with the provisions t forth

in this contract；

3. Providing updated financial statement or financial bulletin every quarter；

Providing the audited financial report at the first quart of each year； Providing

operation report， financial report or other files and materials and shall warrant the

reality， correct and effectiveness for the files and materials；

4. Any anti-guaranty or other similar documents will not make any impact on the rights

and benefits of the Lenders；

5. Accepting the supervision of the Lender， provides assistance and cooperation

for the Lenders supervisions；

6. Will not reduce the registration capital； Prior approval from the lender shall

be required when the Borrower changes of shareholders and operation manner（including

but not limited to joint venture， cooperation，jointly cooperation； dissolution，

clodown， liquidation， transformation； merger； change to share pany， u the

housing， machinery or other real asts or trademark， intellectual property， Knowhow，

landing using rights or other intangible asts to invest in share pany or investment

pany， trading of operation right or own right by contracting， joint operation，

trusteeship）

7. The Borrower shall inform the Lender and warrants the liability under its curity

will not more than net asts of the Borrower when the Borrower guarantee for other party

or mortgage its asts. The Borrower warrants that will not dispo the asts which

will make adver impact on its ability of paying debts.

8. The Borrower will not pay the other similar loans prior to the Lender；

9. The Borrower warrants to inform the Lender immediately when the following events

occurred：

（1） The event of breach of contract under this contract or other loan or guaranty

contracts between the Borrower and any branches of Bank of China or other banks， non-bank

financial organization；

（2） The Borrower changes shareholders or revi the article of association；

（3） The Borrower suffer difficulties and bad result in financial and operation；

（4） The Borrower involves in material actions or arbitration；

10. The Borrower shall keep sufficient balance for repayment prior [***] to the due

date.

11. The Borrower shall keep its bank transactions regarding ine collection， ll

foreign currency or buy foreign currency ect. Shall be conducted at the Lender or other

branches of the Lender. The turn-over for the capital shall satisfy the demand of the

Lender；

III. The Borrowers reprentations and warrants hereunder this contract shall be

effective even though any mendment， supplements or revid to be made to this contract.

ARTICLE 12 REPRESENTATIONS AND WARRANTS OF THE LENDER

I. The Lender reprents and warrants as follows：

1. The Lender is a state-owned mercial bank or branch duly organized and validly

existing under the law of P.R.C and approved by the Industry and mercial Administration

and holds the financial institutions legal person licens and financial institutions

operation licen to be qualified to operate financial business.

2. The Lender has taken all necessary action to authorize the execution of this

contract and performance of its obligations under this contract. The Lender is duly

authorized to extend this loan.

II. The Lender warrants as follows：

1. The Lender shall extend the loan in accordance with the provisions t forth in

this Contract.

2. Collect interests in accordance with the regulations of the Peoples Bank.

ARTICLE 13 EVENTS OF BREACH CONTRACT AND SETTLEMENT：

I. Settlement of the Borrower breach of contract

1. Event of breach of contract：

（1） The Borrower fails to u the loan in accordance with the agreed usage of the

Loan；

（2） The Borrower fails to repay the due principal and pay the interests， expens

or other payable in accordance with the agreed term of this contract；

（3） The Borrower breaches the reprentation and warrants t forth in Article

11.

（4） The Borrower breaches other loan agreements or guaranty agreements or the

Guarantor breach the guaranty agreement which may make impact the Borrower to perform

the obligations under this contract.

（5） Conclusive evidence to show that the Borrower lo the capacity of credit or

during performance of the obligation under this contract， the financial conditions of

the Guarantor are riously deteriorating or other reasons caud the Guarantor the

capacity of credit decline.

（6） The Borrower breaches the other obligations under this contract.

2. Under the above circumstances， the Lender shall have right to：

（1） Request the Borrower to rectify within the period designed by the Lender；

（2） Cea in extending the loan or cancel the credit；

（3） Declare the loan under this contract is due and the Lender shall have right

to deduct the outstanding amount from the account of the Borrower. The Borrower shall

not appeal against the Lender.

（4） Declare the loan is due under other loan agreements between the Lender and

the Borrower， request the Borrower to repay the loan principals， interests， and other

expens.

II. The ttlement for the Lender breach of the contract

1. The Lender fails to extend the loan as agreed in this contract without any reasons；

2. The Lender breaches the agreed interest rate and collection add interests or other

fees；

3. The Lender breaches the provisions t forth in Article 12；

4. Under the above circumstances， the Borrower shall have right to：

（1） Request the Lender to rectify；

（2） Repay the loan ahead of time and refu to pay any pensation for prepayment.

ARTICLE 14 DEDUCTION

The Borrower shall pay in full for the payment without any counteraction or any

condition.

ARTICLE 15 ASSIGNMENT OF THE DEBT AND CREDIT

1. The Borrower shall not assign its right and liability under this contract to other

third party without any written approval of the Lender；

2. In the event the Borrower assign its right and liability under this contract to

other third party under the written connt of the Lender， the third party shall abide

this contract without any condition.

ARTICLE 16 PERFORMANCE OF OBLIGATION AND WAIVER OF RIGHTS

1. The Borrower is independent contractor under this contract，it will not impact

by any other relations between the Borrower with other party except the other provisions

t forth in this contract.

2. The Lender give any extension， toleration， favor to the Borrower or permit the

Borrower to delay of performance any obligation under this contract shall not impair

any rights of the Lender in accordance with this contract and laws， regulation， it

shall be deemed to have waived its rights under this contract and the obligation shall

be performed by the Borrower under this contract.

ARTICLE 17 AMENDMENT， SUPPLEMENT AND INTERPRETATION OF THE CONTRACT

1. This contract could be amended and supplemented upon the written agreements

conclude by the parties. Any a amendment and supplement shall be integral party of this

contract.

2. In the event change of laws， regulations or legal practice which will cau any

terms contained in this Contract bee illegal， invalid or loss of practice， the other

part of this contract shall not be impaired by it. The both parties shall make efforts

to change the illegal， invalid or loss of practice part.

3. For the matters not referred in this contract shall be construed in accordance

with the provisions of the Peoples Bank of China.

ARTICLE 18 DISPUTE RESOLUTION， GOVERNING LAW AND WAIVER OF EXEMPTION

1. The conclusion， interpretation and dispute resolution shall be subject to the

Laws of the Peoples Republic of Chin. The disputes arising from the execution of this

contract shall be ttled through friendly consultation by both parties. In ca no

ttlement can be reached， the disputes shall be submitted to the Peoples Court of the

location of the Lender for judgment.

2. The Borrower shall not reject any obligation during the ttlement of disputes.

3. The execution and performance of this contract and the related transaction is

civil behavior. The Borrower shall not appeal to take action to exempt from the obligation

under this contract.

（if both parties agree to apply arbitration， the above term shall be：）

1. The conclusion， interpretation and dispute resolution shall be subject to the Laws

of the Peoples Republic of Chin. The dispute arising from the execution of this contract

shall be ttled through friendly consultation by both parties. In ca no ttlement

can be reached， the disputes shall be submitted to China International Economic and

trade arbitration mission for arbitration.

2. The arbitration shall be conducted in accordance with the Arbitration Law of

Peoples Republic of China and Provisional Rules of Procedure of China international

economic and trade arbitration mission.

3. During the Arbitration， this contract shall be effective and the Borrower shall

not disclaim the any obligations under this contract.

4. The execution and performance of this contract and the related transaction is

civil behavior. The Borrower shall not appeal to take action to exempt from the obligation

under this contract.

ARTICLE 19 OTHER MATTER AGREED BY THE PARTIES.

ARTICLE 20 APPENDICES

The following appendices shall be integral part of this contract：

1. Draw-down application

2.

ARTICLE 21 NOTICE

1. Any notice， payment notice or telemunications shall be forwarded to the following

address：

To： The Borrower：

Address：

Post Code：

Fax：

To： The Lender：

Address：

Post Code：

Fax：

2. If any change of address shall inform the other party immediately.

3. Any notice， payment request or munication shall be forwarded to the above address.

The dates on which notices shall be deemed to have been effectively given shall be

determined as follows：

（1） If given in letter it shall be deemed effectively given on the fifth day after

the date mailed by registered airmail， postage prepaid；

（2） If given by telex it shall be deemed effectively given on the date the other

party returned the information；

（3） If given by facsimile it shall be deemed effectively given on the first date

of transmission；

（4） If given by personal delivery it shall be deemed effectively given on the date

of personal delivery；

This contract bee effective after signed by the authorized reprentatives of both

parties until the loan and the interests and other related expens be cleared up.

This contract is executed in _____ original and be equally of the

Borrower， the Lender shall hold ____ copy.

Borrower：

Lender：

Date：