RenminbiLoan Contract (Short-Term) No.:[_______________]

1.

Loan Rate

2.

Interest Computation

3.

Mode of Settlement

4.

Default Interest

1.

This Contract and its appendix have officially come into force; and

2.

The Borrower has provided guarantee on the request of the Lender, and the Contract of Guarantee has come into force and gone through legal approval, registration or procedures for the record; and

3.

The Lender has kept documents, certificates, seal, personnel roster and specimen signature in relation to concluding and performing this Contract in reserve at the Lender, and has filled in relevant vouchers; and

4.

The Borrower has already opened, on the request of the Lender, an account required for fulfilling this Contract; and

5.

The Borrower has presented the Lender with a written application for drawdown and relevant certification on purpose of loan on the date of drawdown, and has gone through formalities for drawdown; and

6.

The Borrower has presented the Lender with Resolution and Power of Attorney of the board of directors or other authorized department regarding the consent of signing and performing this Contract; and

7.

Other requirements for drawdown stipulated in relevant laws and agreed by both parties.

1.

The Borrower shall drawdown the entire loan amount within [_  ] days starting from the [_  ]th day of [_  ].

2.

The Borrower shall have the right to reject the Lender’s reapplication for withdrawing the undrawdown amount in the event of exceeding aforesaid timing.

1.

Unless otherwise specified, the Borrower shall pay off the said loan in full on the due date.

2.

Unless otherwise specified, in the event that the Borrower defaults in payment of both principal and interest at the same time, the Lender shall have the right to decide on the sequence of repayment of either principal or interest; under the circumstance of repayment in installments, in the event of several loans due or past-due under this Contract, the Lender shall have the right to decide on the sequence of repayment of which kind of loan; in the event of loans due under several loan contracts between the Borrower and the Lender, the Lender shall have the right to decide on the sequence of repayment of which loan.

3.

Unless otherwise specified, the Borrower might make prepayment ahead of the maturity on the condition that the Borrower notifies the Lender in writing [_  ] working days in advance. The prepayment shall be used for paying off the final matured loan and other past-due loans in reverse order.

4.

The Borrower shall make repayment by the [_  ] method hereunder.

 

i)

The Borrower shall deposit fund in full into the account hereinbelow not later than [_  ] working day before the maturity of principal and interest of each installment. The Lender shall have the right to take the initiative in deducting such amount from the undermentioned account on the due date for repayment of principal and interest of each installment.

 

ii)

Other repayment methods agreed by both sides herein: [_  ].

1.

The indebtedness under this Contract shall be secured as prescribed hereinunder:

2.

The Lender shall be entitled to request the Borrower to and the Borrower shall be liable to provide new security, replace the Guarantor or other measures in order to guarantee liabilities under this Contract in the event that the Borrower or the Guarantor herein encounters any one of occurrences mentioned hereinafter: the Lender assuming any possibility that might impair the Borrower’s solvency, or Contract of Guarantee becoming invalid, rescinded or terminated, or the Borrower or the Guarantor suffering financial deterioration or involving in major lawsuit or arbitration or other reasons that might impair the Borrower’s solvency, or the Guarantor’s default in Contract of Guarantee or other contracts with the Lender, or depreciation/damage/loss/seizure to the collateral resulting in depreciation or loss of collateral value.

1.

The Borrower represents that:

 

  i)

The Borrower is a company duly organized and validly existing under the law of the People’s Republic of China, and has full capacity for civil rights and civil conduct to conclude and execute this Contract; and

 

  ii)

This Contract is concluded and executed on the basis of the genuine intention of the Borrower, and has acquired lawful and effective authorization in accordance with requirements by its Articles of Association or other internal administrative documents, and would not breach any agreement, contract and other legal instrument that is binding on the Borrower; the Borrower has gone through or would go through approval, permission, filing or registration procedures required for conclusion and execution of this Contract; and

 

  iii)

All documents, financial statements, vouchers and other materials provided by the Borrower to the Lender are true, integrated, accurate, lawful and effective; and

 

  iv)

The Borrower’s application for the said loan to the Lender shall base on true and legitimate background of transaction and is not for the use of illegitimate purposes, such as money laundering, etc.; and

 

  v)

The Borrower does not conceal from the Lender any event that might impair the financial condition or solvency of the Borrower or the Guarantor; and

 

  vi)

Other matters the Borrower represents: [_  ].

2.

The Borrower warrants that:

 

  i)

On the request of the Lender, the Borrower would submit, on schedule or on time, financial statements (including but not limited to annual report, quarterly report and monthly report) and other relevant materials; and

 

  ii)

The Borrower has entered into or would enter into, with the Guarantor, Counter-Guarantee Agreement or similar agreement in regard to the secured obligations, which would not impair any right of the Lender under this Contract; and

 

  iii)

The Borrower would accept credit check-up and monitoring conducted by the Lender and grant sufficient assistance and cooperation; and

 

  iv)

In the event of any one of undermentioned occurrences that might impair the financial conditions or solvency of the Borrower or the Guarantor, including but not limited to any form of changes to the mode of operation, such as separation, merger, joint operation, joint venture/cooperation/contractual operation with foreign investment, reorganization, restructuring, planning for public trading, etc., or decrease in registered capital, transfer of substantial assets and equity, great debt burden, collateral for a new great debt, seizure of the collateral, dissolution/rescission/application for or being applied for bankruptcy, etc., involving in major lawsuit or arbitration, suffering business difficulties, financial deterioration, or the Borrower’s default in other contracts, etc., the Borrower shall notify the Lender on time; in the event that any one of aforementioned actions might exert adverse effect on the Borrower’s solvency, the Borrower shall request the consent of the Lender in advance; and

1.

The Borrower fails to honor its obligations of repayment and liquidation to the Lender as agreed under this Contract; or

2.

The Borrower fails to use the loan for the purpose as agreed in this Contract; or

3.

The Borrower has made untrue representations in this Contract or breaches its commitments aforementioned; or

4.

In the event of the occurrence aforementioned in Subparagraph 4 of Paragraph 2 of Article IX of this Contract, the Lender assumes any possibility that might impair the financial condition and solvency of the Borrower or the Guarantor, while the Borrower fails to provide new security or replace the Guarantor as agreed under this Contract; or

5.

The Borrower breaches any other stipulations in respect of rights and obligations of parties concerned in this Contract; or

6.

Any event of default in other contracts between the Borrower and the Lender or other institutions of Bank of China Limited occurs; or

7.

The Guarantor breaches stipulations prescribed in Counter-Guarantee Agreement, or defaults in other contracts between the Borrower and the Lender or other institutions of Bank of China Limited; or

8.

The Borrower liquidates the business or involves in such event as dissolution, rescission, or bankruptcy.

1.

Raise a claim against the Borrower and the Guarantor to rectify the default within a time limit; or

2.

Decrease in whole or in part, reduce/suspend/terminate the line of credit to the Borrower; or

3.

Cancel in whole or in part or terminate the Borrower’s application for drawdown or other services under this Contract or other contracts with the Lender; cancel in whole or in part or terminate drawdown and transaction of undrawndown amount or unsettled trade financing; or

4.

Proclaim principal, interest and other payables of outstanding loan/trade financing under this Contract or other contracts between the Borrower and the Lender become immediately matured in whole or in part; or

5.

Cancel or terminate this Contract, Cancel or terminate, in whole or in part, other contracts between the Borrower and the Lender; or

6.

Claim compensation against the Borrower for losses caused by its default to the Lender; or

7.

Simply notify, beforehand or afterwards, the Borrower of deductions from accounts opened with the Lender or other institutions of Bank of China Limited to pay off debts, in whole or in part, under this Contract. The debt undue shall be treated as early maturity. In the event that the currency(ies) in foregoing accounts is(are) different from the currency invoicing of the Lender’s service, the Lender shall make deduction and conversion at applicable real-time exchange rate; or

8.

Exercise real rights for security; or

9.

Require the Guarantor’s performance of guarantee obligations; or

10.

Take other measures that the Lender considers necessary and possible.

1.

Drawdown Application.

1.

Unless with the written consent of the Lender, the Borrower shall not assign any right or obligation hereof to a third party.

2.

In the event that the Borrower, due to business needs, has to entrust any other institution of Bank of China Limited to enforce rights and obligations hereof, or assign the said loan to any other institution of Bank of China Limited for continuation and management, the Borrower shall acknowledge such act. The authorized or assigned institution of Bank of China Limited shall be entitled to execute all rights hereof, bring an action in court, submit to arbitration or apply for compulsory execution, in its name, over dispute in respect of this Contract.

3.

On the condition of not affecting other stipulations hereof, this Contract shall be legally binding to both sides hereto, respective heirs and grantees generated according to the law.

4.

Unless otherwise stipulated, both parties hereto shall take the domiciles mentioned herein for communication and contact and shall notify the other party in written form of the changes to communication and contact addresses.

5.

The deal under this Contract shall proceed on the basis of respective independent interests. In accordance with related laws, rules and supervisions, any other party of this deal shall constitute the related party or related person of the Lender, and any party involved shall not affect fairness of the deal by taking advantage of such affiliated transaction.

6.

The headlines and names of services indicated hereof shall be only for convenient use and not be used as explanation of clauses or obligations of parties concerned.