Agricultural Bank of China #9 Loan Contract

Category: short-term current capital loan

Purpose: current capital turn-over

Amount (in full-form characters): RMB Thirty million (RMB 30,000,000.00)

loan and repayment term:

interest rate:

The Debtor shall open a general banking account in the Creditor’s branch. All the loan related transactions shall be through this banking account.

Prior to each withdraw, the Debtor shall fill in the loan voucher, and have all the required files and document ready.

In case there is mortgage or pledge exists under this contract, the Debtor shall, as required by the Creditor, complete the registration and/or insurance. In addition, the mortgage or pledge guaranty shall be remain in effect.

The Creditor has the rights to know the Debtor’s business and financial conditions, stock and using of the loan. he also has the rights to require the Debtor to regularly provide financial statements and other material and information.

The Creditor has the rights to withdraw the funds directly from the Debtor’s banking account in the event that the Creditor, in accordance with this contract, wishes to withdraw principles, interests, penalty interest, overdue interest, compounded interest and other applicable costs.

the Debtor has the rights to withdraw and use the loan as agreed in the contract

The Debtor shall repay the loan principles and interests on time. In the event of special occurrences where the Debtor is incapable to repay the fund within the term and wishes to extend the term, he shall submit an application in 15 days ahead of the due date. An agreement on extension of the Loan term shall be entered into upon Party B's approval of such application

The Debtor shall pay the interest on the settlement day.

The Debtor shall use the loan for the purpose as agreed.

The Debtor shall provide true and complete financial statement and other related information, material to the Creditor. The Debtor also shall cooperate with the Creditor on his inspection of the business and financial activities and the use of loan.

in the event that the Debtor, before full repayments of the funds, wishes to introduce the practice of contracting, conduct leasing operations, enter into joint operations, restructure equity, merge with (acquire) other entities, enter into a joint venture (cooperative arrangement), split into separate entities, setting up a subsidiary, transfer title to property, reduce capital, termination or dissolution and filing for bankruptcy or conduct any other activities that can affect the Creditor’s credit rights, he shall inform the Credit in written format. Unless agreed by the Creditor, and repaid the entire debts, otherwise, such activities above are prohibited.

besides the events described in the above clause, for any other events which may endanger the normal operation or impact negatively the Debtor’s liabilities to repay the debt, such as out of business, business license being cancelled, legal representative or major manager involves in illegal activities, company involves in major litigation, operation and business encounters serious difficulties, or financial condition deteriorated, the Debtor shall notify the Creditor in written format. The Debtor shall also secure the sources and measures to repay the debt.

During the term of this contract, in case the Debtor wished to mortgage or pledge provide guarantees to other parties, and these guarantees may affect his abilities to repay the debt under this contract, he should notify the Creditor in written format, and obtain the Creditor’s approval.

The Debtor and its investors shall not transfer capitals, transfer title to property or transfer shares without approval, so as to escape his repayment obligation.

During the term of the contract, any change to the company name, legal representative, address and business scope shall be informed in written format to the Creditor.

In the event that the surety is out of business, business license being cancelled or suffering business loss, or loss the guarantee capability entirely or partially, or mortgage or pledge under this contract is devalued, the Debtor shall promptly provide other guarantees to the Creditor’s satisfaction.

The Debtor shall bear all the costs related to attorney, insurance, delivery, assessment, appraisal, registration, and notarization.

When the Debtor is performing his obligation, the Creditor fails in proving the agreed funds on time and in full amount, which caused business loss to the Debtor, the Creditor shall pay a default penalty to the Debtor according to the default amount and delayed days. The calculation of the default penalty shall be the same as the penalty interest on overdue debt.

should the Debtor violates any one of the contract clause, the Creditor has the rights to stop issuing the loan, recall the repayment ahead of the due date or take other measures to protect the credit rights.

Should the debtor fails in repaying the principles on time, the Creditor have the rights to charge overdue interest at a daily rate of 0.021% for the overdue interest.

Should the Debtor misuse the loan on purpose other than agreed on, for the misused portion, the Creditor has the rights to charge penalty interest at a rate of 0.05% during the misuse period.

For the overdue interest, the Creditor has the rights to charge compounded interest.

should any one of the sureties violates the contractual obligations, and doesn’t take any corrective action after notification from the Creditor, the Creditor has the rights to stop issuing the loan, recall the repayment ahead of the due date or take other measures to protect the credit rights.

should litigation is used by the Creditor to realize the credit, the attorney cost, travel cost and other related costs shall be borne by the Debtor.

The guarantee term is two years after the Debtor competes his obligation under the Main Contract.

the guarantee term under bank acceptance bill, accrediting guarantee deposit and bond shall be two years after the payment made on the Debtor’s behalf

The guarantee term for the discounted commercial acceptance bill shall be two years after the expiration date of the discounted bill.

In case the Main Contract term has been extended, the guarantee term shall be two years after the Debtor competes his obligation under the extended Main Contract.

In case the debt under the Main Contract is recalled ahead of due date because of legal or contractual events, the guarantee term is two years after the advanced due date.

To provide true financial statement and other related information and material.

in case the Debtor fails in performing the his obligation, the surety shall be willing to perform the suretyship obligation

Should the surety fails in performing his guarantee obligation, the Creditor has the rights to withdraw fund directly from any of his banking account.

should any one of the following event occurs, the surety shall notify in written format the Creditor in 5 working days after the occurrence:

group organization change, high-level personnel change, amendment to the company constitution, and company organization change

The surety is experiencing serious business difficulties, financial condition deterioration or involved in major litigation, arbitration, or other event which may affect his performing the joint guarantee obligations.

Change to business name, address, legal representative or other commercial registration information.

before taking one of the following actions, the surety shall notify in written formation the Creditor in 15 days ahead and obtain the Creditor’s written approval:

the surety changes the capital structure or operation mode

The surety provides guarantee to other third parties or take his property as mortgage or pledge for his own or other third party’s debt, which may affect the surety to perform his obligations.

the surety has received and read the Main Contract