Loan Agreement, dated February 18, 2011, by and among the Fifth Season General Merchandise Investment Management Co., Ltd. and Lishuang Lu
Exhibit 10.12
Loan Contract
| (Party A) | |
| Lender: | Lishuang Lu |
| (Party B) | |
| Borrower: | The Fifth Season Hangzhou Department Store Investment Management Co., Ltd. |
| (Party C) | |
| Guarantor: | Lianmo Wu, Zhumin Zhang |
| 1. | General Provision | |
| Party A, B and C sign the contract on February 18, 2011. Party B pledges its real estate as collateral to party A and promises to pay interest on the loan. Party C is a guarantor of party B and is responsible for paying party A in case of party B’s default. | ||
| 2. | Loan Amount, Period, and Interest | |
| Loan amount: CNY 24,000,000 | ||
| Period: From February 18, 2011 to April 17, 2011 | ||
| Interest: Monthly interest rate is 1.62% | ||
| 3. | Collateral Condition | |
| 1) | Room 208, No. 515, 535, 555 Huancheng Lu, Songjiang District, Shanghai (Construction area: 781.30 square meters) | |
| 2) | Room 201, No. 515, 535, 555 Huancheng Lu, Songjiang District, Shanghai (Construction area: 2059.36 square meters) | |
| Above collateral’s value is CNY 24,000,000. | ||
| 4. | Guarantee Scope of Collateralized Real Estate | |
| Principle, interest, default fee, and other fees. | ||
| 5. | Registration | |
| Party A and B shall register with local real estate registration department in five business days after signing the contract. | ||
| 6. | Management of Collateralized Real Estate | |
| Party B promises to take proper care of the real estate and is responsible for repairing and maintenance of it. | ||
| 7. | Limitation on Disposal of Collateral | |
| Party B cannot transfer, sell or alter the collateral during loan period. | ||
| 8. | Lease of Collateralized Real Estate | |
| Party B, as a lessor, shall send to the lessee written notice of collateralization if it is to lease the real estate. Lessee shall leave the premise in 10 days when party B is forced to sell the collateral due to default. Party A shall gain the lease right of the collateral after party B’s default. | ||
| 9. | Party B’s Promise |
| Party B promises that its ownership and disposal right of the collateral are valid and provided materials are true. | |
| 10. | Termination of Real Estate Collateralization |
| The collateral contract is terminated once party B pays off loan principle and interest and fulfills contract provisions. | |
| 11. | Party B and C’s Promise |
| Party B promises all materials are true. Party C, as a guarantor, has the duty to pay in case of party B’s default. | |
| 12. | Payment |
| The payment shall be done in a lump sum of principle and interest when the loan period ends. Early payment is allowed. | |
| 13. | Breach Duties |
| In case of default, party B shall pay a default fee that is 20% of the loan. | |
| 14. | Dispute Resolution |
| The contract, binding to all three parties, is notarized at Yangpu Notarization Department in Shanghai. |
Signature page
Lender: Lishuang Lu
By: /s/ Lishuang Lu
Borrower: The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.
By: /seal/ The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.
/s/ Lide Zhu
Date: February 18, 2011
