Community Loan Contract

1.

Loan interest rate

(1)

Fixed interest rate, that is, 100% upward on 6% = 12%. During the term of the loan, this loan interest shall remain unchanged. In the event of any adjustment in the benchmark interest rate of the People’s Bank as a result of which the benchmark interest rate under this contract needs to be adjusted at the same time as is prescribed under relevant documents, the adjustment shall be made as is prescribed under the documents.

(2)

Fixed interest rate, that is, ----% (choose upward or downward) of the benchmark interest rate ---- from the value date. The interest rate shall remain unchanged during the term of the loan.

(3)

Floating interest rate, that is, ----% (choose upward or downward) of the benchmark interest rate ---- from the value date. What’s more, this interest rate shall be adjusted from the value date till the day when the capital and interest under this contract are settled once every ---- according to the benchmark interest rate on the day of interest rate adjustment and the foregoing upward/downward ratio. The day of interest rate adjustment shall be the corresponding day of the value date in the month of adjustment. In case there is no corresponding day for the value date, the last day of the month shall be the day of interest rate adjustment.

2.

Default interest rate

(1)

In case that Party A fails to use the loan for the purpose under this contract, the default interest rate shall be 100% over the loan interest rate. When the loan interest rate is adjusted as is prescribed under Sub-paragraph (3), Paragraph 1 of this article, the default interest rate shall be adjusted according to the loan interest rate after adjustment and the foregoing upward ratio.

(2)

The overdue default interest rate of the loan under this contract shall be 50% over the loan interest rate. In the event that the loan interest rate is adjusted as is prescribed under Sub-paragraph (3), Paragraph 1 of this article, the default interest rate shall be adjusted according to the loan interest rate after adjustment and the foregoing upward ratio.

(3)

In case that overdue repayment and misuse happen to the loan at the same time, whichever is more serious shall be chosen for the charge of default interest and compound interest.

3.

The value date under this article shall refer to the day when the loan provided under this contract is transferred to the account designated by Party A.

4.

The loan interest rate shall be calculated from the day when the loan is transferred to the account designated by Party A. The loan under this contract shall be calculated by day. The daily interest rate = annual interest rate/360. In case that Party A fails to pay the interest by the settlement deadline agreed under this contract, and the compound interest shall be calculated from the next day on.

5.

Interest settlement

(1)

If fixed interest rate is adopted for the loan, the interest shall be calculated according to the agreed-to interest rate when the interest is settled. If floating interest rate is adopted for the loan, the interest shall be calculated according to the interest rate determined of each floating period. In case that the interest rate floats for many times during a single interest settlement period, the interest for each floating period shall be calculated first, and the interest shall be the sum of interests for all floating periods on the day of interest settlement.

(2)

The method 2 shall be adopted for the interest settlement for the loan under this contract:

1.

If the interest is settled each month, the day of interest settlement shall be the 20^th day of each month;

2.

If the interest is settled each quarter, the day of interest settlement shall be the 20^th day of the last month of each quarter;

3.

Other methods: ----------------.

1.

Prerequisites for the disbursement of the loan

(1)

Where Party A has already gone through all legal procedures including the approval, registration, delivery, insurance and etc. related to the loan under this contract.

(2)

Where there is guarantee set under this contact, and the guarantee meets the requirement of Party B and remains valid continuously.

(3)

Where Party A has already opened an account for loan drawdown and repayment as is required by Party B.

(4)

Where Party A has no breach of contract agreed to under this contract or no situation that may endanger the safety of Party B’s creditor’s right agreed to under this contract.

(5)

Where laws, regulations, rules or competent authorities neither prohibit nor limit the loan provided by Party B under this contract.

2.

Drawdown plan

1)

Drawdown plans are as follows:

1.

----/ ----/ ---- (month/ date/ year) Amount: -------------------:

2.

----/ ----/ ---- (month/ date/ year) Amount: -------------------:

3.

----/ ----/ ---- (month/ date/ year) Amount: -------------------:

4.

----/ ----/ ---- (month/ date/ year) Amount: -------------------:

2)

After Party B provides the loan, Party A shall use it in whole in a lump sum.

3.

Party A shall use the loan as is agreed under Paragraph 2. Party A shall not advance, delay or cancel the drawdown.

4.

In the event that Party A uses the loan in installment, the expiration date of the loan shall still be determined as is prescribed under Article 3 of this contract.

1.

Repayment principle

2.

Interest payment

3.

Capital repayment plan

(1)

The capital repayment plans are as follows:

1.

----/ ----/ ---- (month/ date/ year) Amount: -------------------:

2.

----/ ----/ ---- (month/ date/ year) Amount: -------------------:

3.

----/ ----/ ---- (month/ date/ year) Amount: -------------------:

4.

----/ ----/ ---- (month/ date/ year) Amount: -------------------:

5.

----/ ----/ ---- (month/ date/ year) Amount: -------------------:

(2)

The interest shall be settled by quarter. The capital shall be repaid when the term expires.

4.

Repayment method

5.

Pre-payment

1.

Party A’s rights

(1)

Party A shall have the right to require Party B to provide the loan as is prescribed under this contract.

(2)

Party A shall have the right to use the loan for the purpose agreed to under this contract.

(3)

Party A shall have the right to apply to Party B for the extension of the term of the loan as long as the conditions required by Party B are met.

(4)

Party A shall have the right to require Party B to keep confidential the financial materials and trade secrets about production and operations provided by Party A, unless otherwise prescribed under laws, regulation, rules and competent authorities or agreed between both parties.

(5)

Party A shall have the right to refuse Party B’s and its staffers’ request for bribery. Party A shall have the right to report the foregoing act or Party B’s violation against national laws and regulations on credit interest rate, charge for service and etc., if any, to competent authorities.

2.

Party A’s obligations

(1)

Party A shall withdraw the loan, settle the capital and interest of the loan in whole and bear various expenses under this contract as is prescribed under this contract.

(2)

Party A shall provide accounting materials and production and operation materials as is required by Party B, including but not limited to the balance sheet at the end of the last quarter and the sheet of losses and gains by the end of the last quarter (sheet of incomes and expenses for state-owned undertakings) provided to Party B within the first 15 working days of the first month of each quarter as well as the annual cash flow sheet provided in time at the end of the year. Party A shall also be responsible for the authenticity, integrity and effectiveness of the materials provided without providing any false materials or holding back any important operating and financial facts.

(3)

In case of any change in any industrial and commercial registration matter including the name, legal representative (responsible person), domicile, scope of operation, registered capital, articles of association of the company (enterprise) or etc., Party A shall notify Party B in writing within 10 working days after the change with relevant materials for the change attached.

(4)

Party A shall use the loan according to the purpose agreed to under this contract. Party A shall not seize or appropriate the loan or using the rural credit cooperative for illegal or incompliant transactions and shall cooperate in and accept examination and supervision carried out by Party B on Party A’s production, operation, financial activities and the use of the loan under this contract. Party A shall not withdraw fund away, transfer its assets or make use of related transactions to avoid any debt owed to Party B. Party A shall not use any false contract with a related party for bank discount or pledge with receivable notes, receivable account and other creditor’s rights without any actual trade background to gain bank fund or credit.

(5)

In the event that Party A uses the loan under this contract for production or engineering construction, Party A shall follow national regulations on environmental protection.

(6)

Before settling the capital and interest of the loan owed to Party B, Party A shall not provide any guarantee to any third party with any asset created by the loan under this contract without the consent of Party B.

(7)

If Party A is a group client, Party A shall report information about related transactions for over 10% of the net assets of Party A to Party B in time, including 1) relations between transaction parties; 2) transaction items and transaction nature; 3) transaction amount or corresponding proportions; and 4) pricing policies (including transactions without any amount or only with nominal amount).

(8)

The loan provided under this contract is for the purpose of fixed asset loan or project loan. Party A shall guarantee that the proposed project can be approved by competent governmental authorities without violating any laws or regulations. The capital or other required funds shall be available in whole by a prescribed deadline at a prescribed proportion so as to guarantee the project can be completed as is scheduled.

1.

Party B shall have the right to require Party A to repay the capital, interest and fees for the loan as is scheduled, to execute other agreed-to rights under this contract, and perform other obligations of Party A under this contract.

2.

Party B shall provide the loan as is agreed under this contract, unless otherwise delayed for Party A’s reason or any reason other than Party B’s fault.

3.

Party B shall keep confidential the financial materials and trade secrets about production and operation provided by Party A, unless otherwise prescribed under laws, regulation, rules and competent authorities or agreed between both parties.

4.

Party B shall not offer bribery to Party A and its staffers or ask for or accept bribery from Party A and its staffers.

5.

Party B shall not engage in bad faith acts that impair the legal interest of Party A.

1.

Party B’s breach of contract and liabilities for breach of contract

(1)

In case that Party B fails to provide the loan as is agreed under this contract without any justifiable reason, Party A shall have the right to require Party B to still provide the loan as is prescribed under this contract.

(2)

In case that Party B violates any ban under laws and regulations of the state to charge any interest or fee from Party A that shall not be charged, Party A shall have the right to require Party B to return it.

2.

Party A’s breach of contract

(1)

Where Party A violates any agreement or legal obligation under this contract.

(2)

Where Party A states without ambiguity or by its act that it will not perform any obligation under this contract.

3.

Situations that may endanger Party B’s creditor’s right

(1)

In case of any of the following situations happening to Party A which may endanger the safety of the creditor’s right under this contract as is believed by Party B: contracting, trust (receivership), lease, joint-stock reform, decrease in registered capital, investment, joint operation, incorporation, merger, acquisition and reorganization, separation, joint venture, application (being applied) for business suspension for rectification, application for disincorporation, being canceled, application (being applied) for bankruptcy, change in controlling shareholders/ actual controllers or transfer of material assets, production suspension, business suspension, being subject to a large amount of penalty imposed by a competent authority, cancelation of registration by competent authorities, cancelation of business license by competent authorities, involvement in material legal disputes, severe difficulties in production and operation or deterioration in financial status, and the legal person’s or the major responsible person’s failure to perform its responsibilities.

(2)

In case of any of the following situations happening to Party A which may endanger the safety of the creditor’s right under this contract as is believed by Party B: Party A fails to fulfill other due debts (including those owed to agencies of various levels of Hebei Rural Credit Cooperative), transfers its properties at low prices or for free, deducts debt of a third party, fails to execute its creditor’s right or other rights actively, or provides guarantee to a third party.

(3)

Party A’s shareholders misuse the legal person’s independent status of the company or the limited liabilities of shareholders to avoid debts and Party B believes this situation may endanger the safety of the creditor’s right under this contract.

(4)

Any prerequisite for the loan disbursement as is agreed under this contract fails to be met continuously.

(5)

In case of any of the following situations happening to the guarantor which may endanger the safety of the creditor’s right under this contract as is believed by Party B:

1.

The guarantor violates any agreement under this contract or any fact stated and guaranteed is false, wrong or missed.

2.

The guarantor’s contracting, trust (receivership), lease, joint-stock reform, decrease in registered capital, investment, joint operation, incorporation, merger, acquisition and reorganization, separation, joint venture, application (being applied) for business suspension for rectification, application for disincorporation, being canceled, application (being applied) for bankruptcy, change in controlling shareholders/ actual controllers or transfer of material assets, production suspension, business suspension, being subject to a large amount of penalty imposed by a competent authority, cancelation of registration by competent authorities, cancelation of business license by competent authorities, involvement in material legal disputes, severe difficulties in production and operation or deterioration in financial status, and the legal person’s or the major responsible person’s failure to perform its responsibilities, which may affect the guarantor’s capability of guarantee.

3.

Other situations that cause or may cause the loss of the capacity of guarantee.

(6)

In case of any of the following situations happening to mortgage or pledge which may endanger the safety of the creditor’s right under this contract as is believed by Party B:

1.

Properties mortgaged or pledged are damaged, lost or depreciated due to the expropriation, confiscation or requisition of the state, change in market situations or any other reasons.

2.

Properties mortgaged or pledged are seized, detained, frozen, deducted, retained, auctioned, supervised by an administrative authority or involved in any dispute over its ownership.

3.

The mortgagor or the pledgor violates any agreement under the mortgage contract or pledge contract or any fact stated and guaranteed is false, wrong or missed.

4.

Other situations that may endanger the mortgage right or pledge right of Party B.

(7)

The guarantee has not been established, has not become valid, is invalid, is canceled or is rescinded, the guarantor breaches the contract or forfeits its capability of guarantee in part or in whole, the guaranty is depreciated and other situations that may endanger the safety of the creditor’s right under this contract as is believed by Party B.

(8)

Other situations that may endanger the safety of the creditor’s right under this contract as is believed by Party B.

4.

Party B’s remedies

(1)

To stop the loan disbursement

(2)

To announce the loan becomes due immediately and to require Party A to repay the capital, interest and fees for all due and undue debts under this contract immediately.

(3)

In case that Party A fails to draw down and use the loan as is agreed under the contract, Party B shall have the right to require Party A to pay a penal sum that equals 100% of the amount that fails to be paid as is agreed and shall have the right to refuse Party A’s drawdown of the amount under this contract that has not been used.

(4)

In case that Party A fails to use the loan for the agreed-to purpose under this contract, interest and compound interest shall be calculated and charged for the part appropriated by Party A according to the default interest rate and the interest settlement method agreed to under this contract from the day when the loan is used for any purpose other than the purpose under this contract until the capital and interest are settled in whole.

(5)

In case that Party A fails to settle the loan in time, for the capital and interest of the loan which Party A fails to settle in time (including the capital and interest of the loan that have been announced by Party B to become overdue ahead of time in whole or in part), interest and compound interest shall be calculated and charged according to the default interest rate and the interest settlement method agreed to under this contract from the day when the loan is used for any purpose other than the purpose under this contract till the capital and interest are settled in whole. Overdue loan shall mean that Party A fails to settle the loan in time or settles to loan within the term of this plan in installment.

(6)

Other remedies, including but not limited to:

1.

Deduct an amount in RMB or in any other currencies from the account opened at the system of Hebei Rural Cooperative without prior notice.

2.

Exercise the right of guarantee.

3.

Require Party A to provide new guarantee for all the debts under this contract that meets the requirement of Party B.

4.

Rescind this contract.

1.

Assumption of expenses

2.

Use of Party A’s information

3.

Exigent notice for collection upon announcement

4.

Validity of the evidence recorded by Party B

5.

Reservation of rights

6.

Unless Party A assumes other due debts to Party B except debts under this contract, Party B shall have the right to deduct the amount in RMB or any other currencies in the account opened by Party A in the system of Hebei Rural Credit Cooperative to settle any due debt first, and Party A agrees to bring up no objection.

7.

In case that the mailing address or contact information of Party A changes, Party A shall notify Party B in writing immediately and any losses caused by the failure to notify Party B in time shall be assumed by Party A on its own.

8.

Deduction of payables

9.

Dispute settlement

1.

File a lawsuit at the people’s court in the place where the domicile of the leading cooperative is located.

2.

Submit the case to the arbitration commission in the place where the domicile of the leading cooperative is located for arbitration according to the then valid arbitration rules of the commission at the time of the application of the arbitration. The arbitration award shall be final with binding force upon both parties.

10.

Conditions for the contract to come into effect

11.

This contract is made in three copies.

12.

Other agreements

(1)

_______________________________________________:

(2)

_______________________________________________:

(3)

_______________________________________________:

1.

Party A is well informed of Party B’s scope of business and scope of authority.

2.

Party A has already read all the terms and conditions of this contract. Party B has already provided corresponding explanation for the terms and conditions under this contract. Party A has been made fully aware of and understood the meaning of the terms and conditions under this contract and corresponding legal consequences.

3.

Obligations under this contract signed and performed by Party A are compliant with provisions under laws, administrative regulations, rules and articles of association and internal organization files of Party A and have been approved by internal authorities of Party A and/ or national authorities.