Attached files
| file | filename |
|---|---|
| 8-K - WUHAN GENERAL GROUP (CHINA), INC | v199684_8k.htm |
| EX-10.3 - WUHAN GENERAL GROUP (CHINA), INC | v199684_ex10-3.htm |
| EX-10.7 - WUHAN GENERAL GROUP (CHINA), INC | v199684_ex10-7.htm |
| EX-10.5 - WUHAN GENERAL GROUP (CHINA), INC | v199684_ex10-5.htm |
| EX-10.6 - WUHAN GENERAL GROUP (CHINA), INC | v199684_ex10-6.htm |
| EX-10.2 - WUHAN GENERAL GROUP (CHINA), INC | v199684_ex10-2.htm |
| EX-10.8 - WUHAN GENERAL GROUP (CHINA), INC | v199684_ex10-8.htm |
| EX-10.4 - WUHAN GENERAL GROUP (CHINA), INC | v199684_ex10-4.htm |
Exhibit
10.1
Contract No.: B0290010008U-01
Hankou
Bank
Loan
Facility Agreement
Applicant for Financing (Party A):
Wuhan Blower
Co., Ltd.
Financing Bank (Party B):
Hankou Bank Company
Limited, Wuhan Economic and Technological Development Zone
Branch
Important
Note:
Financing
Bank kindly requests Applicant for Financing to read through this agreement
carefully, especially the specific provisions contained in articles whose
headlines are marked with ** as listed in the contents below, which may contain
descriptions that result in or may result in the waiver or limitation of
liability. If there is any question or objection, please contact Financing Bank
for explanation in a timely manner.
Contents
Article 1
Credit Line of Maximum Financing
Article 2
Term of Maximum Financing
Article 3
Use of Credit Line of Financing **
Article 4
Provision of Security
Article 5
Party A’s Representation and Warranties**
Article 6
Party A’s Rights and Obligations**
Article 7
Party B’s Rights and Obligations**
Article 8
Event of Default and its Disposition**
Article 9
Change and Cancellation of Agreement**
Article
10 Costs and Expenses**
Article
11 Other Matters Agreed
Article
12 Anti-Commercial Bribery
Article
13 Miscellaneous**
Applicant for Financing: Wuhan Blower Co., Ltd. and
its subsidiaries (hereinafter “Party A”)
Domicile
(address): Canglongdao
Science Park, Miaoshan Development Zone, Jiangxia District
Legal
representative: Xu
Jie__
Contact:
_________________
Telephone: 59700043________
Fax:
_____________________
Financing Bank: Hankou Bank Company Limited,
Wuhan Economic and Technological Development Zone Branch (hereinafter
“Party B”)
Domicile
(address): 10 Chuangye Road, Wuhan
Economic and Technological Development Zone
Legal
representative (the responsible person): Shi
Huanwei
Contact:
_________________
Telephone:
84211332_______
Fax:
84211382____________
Whereas,
Party A
applies to Party B for financing and Party B agrees to provide credit line of
financing to Party A. Based on the principle of equality and voluntariness and
in accordance with the relevant laws, regulations and rules of the People’s
Republic of China, both parties have reached negotiated consensus and hereby
agree as follows:
Article 1
Credit Line of Maximum Financing
1.1 The
credit line of maximum financing hereunder is RMB (Currency Type)
320,000,000
Yuan.
1.2 If
the financing by Party B to Party A hereunder is in a currency other than the
type specified in Article 1.1, it shall be converted into the type specified in
Article 1.1 at the forex buying price quoted by the People’s Bank of China on
the date of actual financing, with the converted amount being deducted from the
credit line specified in Article 1.1.
1.3 The
credit line of maximum financing referred herein is the balance of the claims
which will occur on a successive basis due to Party B’s grant of loan and/or
provision of other types of financing during the term of maximum financing as
agreed herein.
Article 2
Term of Maximum Financing
The term
of maximum financing is 36 months, namely, from June 28, 2010 to
June 28, 2013,
during which period Party A shall apply to Party B for the use of credit line of
financing. Party B will not accept the application which is submitted after the
expiration date of such term of financing.
Pursuant
to the laws and/or the agreements of the security contract referred to in
Article 4 herein, if the date on which the claims of maximum security are
established precedes the expiration date of the term of maximum financing set
forth in the preceding paragraph, or if Party B requests early exercise of
security rights and early disposition of security properties, Party B shall not
accept Party A’s application for use of the credit line.
Article 3
Use of Credit Line of Financing **
3.1 Type
of Financing
Party B
finances Party A in the form of a loan, draft acceptance and/or other forms
permitted by law on a successive basis. Both parties shall sign a specific
financing contract separately for each loan or other types of financing in
respect of its type, amount, time limit and purpose of use.
3.2 Party
A shall apply for the use of credit line one case by one case and Party B shall
also review and approve the application one by one. If Party A’s application for
the use of credit line fails the requirements of Party B’s approval, Party B
shall be entitled to reject Party A’s application for use of the credit
line.
3.3 The
maturity date of each loan or other financing claims within the credit line of
maximum financing may be after the term of the maximum financing provided
hereunder.
Article 4
Clause of Security
The
Guarantors, Wuhan
Blower Co., Ltd. and Wuhan Sungreen Environment
Protection Equipment Co., Ltd., shall provide maximum security for the
claims under this agreement. The specific matters relating to the security shall
be agreed upon by Party B and the Guarantors in a separate security
contract.
If the
Guarantors fail to sign a relevant security contract pursuant to the agreement
referred to in the preceding paragraph, and/or before the relevant security
registration formalities are handled properly, Party B shall be entitled to
refuse to finance Party A.
Article 5
Party A’s Representation and Warranties**
5.1 Party
A is a legal entity or other organization duly incorporated and validly existing
pursuant to the laws of the People’s Republic of China, and has the capacity for
civil rights and civil acts necessary for signing and performing this contract
pursuant to the law.
5.2 Party
A’s signing and performance of this agreement is Party A’s true expression of
intent. Party A’s signing and performance of this agreement does not conflict
with its signing and performance of other agreements. Party A has lawfully
obtained, internally or externally or from other competent authorities, any and
all valid approval sand full authorization necessary for signing this
agreement.
5.3 The
documents, information, reports and statements, vouchers and certificates
relevant to Party A, Party A’s affiliates, Guarantor(s) and security which are
provided by Party A to Party B during the signing and performance of this
agreement, are true, accurate, complete and valid, and free from any significant
mistake inconsistent with the facts or omission of any material
fact.
5.4 When
Party A signs this agreement, Party A is free from any litigation, arbitration,
criminal or administrative penalty that brings material adverse impact to Party
A’s business operation or financial status, and free from any other significant
event that affects the performance of Party A’s obligation
hereunder.
5.5 Upon
signing this agreement Party A shall strictly comply with various state laws and
regulations to conduct business activities, ensure ongoing business operation
during the performance of this contract, and handle relevant formalities of
annual inspection and registration in a timely manner.
5.6 After
signing this agreement, Party A shall keep or improve current management level
and each financial index to maintain and increase the value of current assets,
and shall not waive any expired claims, nor shall it dispose of its current
major assets without any compensation, or at unreasonably low prices or by other
inappropriate means.
5.7 Party
A has strictly complied with P.R.C. laws and regulations on anti-commercial
bribes, and during the process of signing and executing this agreement, Party A
did not and will not solicit, accept, offer or give any benefit not agreed
hereunder from Party B or its person in charge or other relevant personnel,
including but not limited to express discount, hidden discount, cash, coupon,
tangible goods, negotiable securities, tour, or other non-material
benefit.
5.8 Party
A has completely read and fully comprehended the security contract signed by and
between Party B and the Guarantors, and is aware of all the agreements thereof
on the determination date of secured claims, events of default, Party B’s early
realization of security rights and/or early disposition of secured properties,
fully comprehended the impact of such agreements possibly caused to the
performance of the contract, and accepts the relevant restrictions.
Article 6
Party A’s Rights and Obligations**
6.1 Party
A shall be entitled to request Party B to provide the loan or other funds within
the credit line of the maximum financing pursuant to the terms and conditions
agreed herein and shall also be entitled to use the relevant credit line
pursuant to this agreement and specific financing contract, provided that Party
A satisfies Party B’s approval requirements for credit line.
6.2 Party
A shall use the loan or other funds for the purpose as agreed and/or promised in
this agreement and each specific contract.
6.3 Party
A shall repay the principal plus interest in full amount on time as agreed in
this agreement and each specific contract.
6.4 Party
A shall, periodically or at any time upon Party B’s request, provide Party B
with true and complete reports, financial statements and other documents and
information which can fully reflect its business operation and financial status,
as well as information about all of Party A’s account-opening banks, account
numbers, balance of loans and deposits, and assists Party B in the
investigation, review and check-up.
6.5 Party
A shall accept Party B’s investigation and supervision of its use of the loan
and relevant manufacture, business operation and financial activities, and bear
various costs and expenses incurred by Party B due to Party A’s obstruction of
Party B’s investigation, examination and supervision.
6.6
Without Party B’s written consent, Party A shall not assign to a third party the
debts under this agreement and/or relevant specific contract in whole or in
part, or otherwise transfer directly or in disguised form the debt liability
under this agreement in any manner.
6.7 If
the Guarantors for the loan hereunder violate any agreement of the security
contract or if any event of default set forth in the security contract occurs,
Party A shall increase or replace security conditions upon Party B’s
request.
6.8 If
Party A is involved or is likely to be involved in any of the following events
or circumstances that may affect the performance of Party A’s obligations
hereunder, Party A shall immediately notify Party B and assist Party B in fixing
the liability for repaying principal plus interest of the loan hereunder
pursuant to Party B’s request, as well as other safeguards to ensure that Party
A’s claims hereunder are repaid in full as scheduled:
6.8.1
significant financial loss, assets loss or other financial crisis;
6.8.2
events that may affect the performance of Party A’s obligations hereunder,
including but not limited to profit distribution, capital expenditure, assets
sale or early repayment of claims;
6.8.3
events that may affect the performance of Party A’s obligations hereunder,
including but not limited to applying to other credit-givers for line of credit,
or modifying the debt clauses reached with other credit-givers;
6.8.4
events that may affect the performance of Party A’s obligations hereunder,
including but not limited to providing debt security for a third party or
mortgaging assets to other creditors or credit-givers after the signing of this
contract;
6.8.5
events that may affect the performance of Party A’s obligations hereunder,
including but not limited to neglect of managing and seeking recourse for
expired claims, disposition of its current major assets without any
compensation, or at unreasonably low prices or by other inappropriate
means;
6.8.6
matters of change of management systems or property rights forms, including but
not limited to consolidation, division or split, capital decrease,
reorganization, equity joint venture, cooperation joint venture, property rights
transfer, shareholding system reform, and other mergers and
acquisitions;
6.8.7
causes of dissolution or liquidation, including but not limited to business
suspension or close down, revocation or deregistration of business licenses,
being ordered to close down or dissolve its business, Party A or creditor’s
application for bankruptcy, or the legal representative or chief responsible
person’s engagement in illegal activities;
6.8.8 any
litigation, arbitration or criminal investigation or administrative penalty, or
its major assets being subject to property preservation and other enforcement
measures that will bring material adverse impact to its business operation or
financial status;
6.8.9
Party A’s controlling shareholder or other affiliates suffer a significant
crisis in respect of business operation or financial status, or Party A has a
material related transaction with its controlling shareholder or other
affiliates, which affects its normal business operation;
6.8.10
other significant matters that may affect its solvency.
Article 7
Party B’s Rights and Obligations
7.1 Party
B shall provide the loan or other funds within the credit line of maximum
financing to Party A as agreed herein, provided that Party A satisfies Party B’s
approval requirements for granting credit line.
7.2 Party
B shall keep confidential Party A’s trade secrets or information about
management, business operation and finance that needs to be kept confidential
according to Party A’s written requirements, unless otherwise prescribed by
laws, rules and regulations or required by supervising authorities.
7.3 Party
B shall be entitled to request Party A to repay the principal plus interest of
the loan, advance payment and other debt financing in full and on time as agreed
in this agreement and specific financing contracts, and shall also be entitled
to directly withhold and deduct Party A’s savings deposited in its accounts
opened at Party B as well as all other operating agencies of Hankou Bank, to
repay the debts under each specific contract referred to in this agreement;
Party B shall be entitled to request Party A to use the loan or other specific
funds for the purpose as agreed in this agreement as well as specific contracts
under this agreement, and supervise Party A’s use of the loan and other funds;
Party B shall have the right to know Party A’s manufacture, business operation
and financial activities, and request Party A to provide information relevant to
this financing.
7.4 Party
B shall be entitled to transfer its specific claims against Party A, and shall
be entitled to notify Party A of such transfer in a way it deems appropriate,
including but not limited to fax, delivery by post, delivery by hand or public
notice.
7.5
Pursuant to the laws and/or the agreements of the security contract referred to
in Article 4 herein, if the date on which the claims of maximum security are
established precedes the expiration date of the term of maximum financing set
forth in the contract, Party B shall be entitled to unilaterally declare the
early maturity of the debts under the contract in whole or in part where it is
appropriate.
7.6 If
any event of default set forth in the security contract referred to in Article 4
herein, and/ or Party B may request early realization of security rights and/or
disposition of security properties, Party B shall be entitled to unilaterally
declare the early maturity of the debts under this contract in whole or in part
where it is appropriate.
7.7 Other
rights and obligations as agreed herein.
Article 8
Liability for Breach**
8.1 Event
of Default
If Party
A or Guarantor is found to be in any of the following circumstances, an event of
default shall be deemed as occurred:
8.1.1 The
information submitted by Party A to Party B in connection with this financing is
proven to be untrue, inexact, incomplete or have flaws of effectiveness, or
intentionally misleading;
8.1.2
Party A’s representation and warranties of Article 5 herein are proven to be
untrue, inexact, incomplete or have flaws of effectiveness, or intentionally
misleading;
8.1.3
Party A fails to perform its obligation as agreed in Article 6
herein;
8.1.4
Party A commits any other act that does or may endanger or damage Party B’s
legitimate rights and interests.
8.2 Remedies for Breach of
Contract
If any of
the foregoing events of default set forth in Article 8.1 occurs, Party B shall
be entitled to exercise one or several rights as follows:
8.2.1 to
reduce the credit line of the maximum financing hereunder;
8.2.2 to
cease the use of the remaining credit line of the maximum
financing;
8.2.3 to
early call in the principal plus interest of the loan and funds already granted
within the credit line of the maximum financing;
8.2.4 to
directly withhold and deduct Party A’s savings deposited in the accounts opened
at Party B as well as all other operating agencies of Hankou Bank or other
accounts, to repay all of Party A’s debts agreed in the specific contracts under
this agreement;
8.2.5 if
Party B has accepted the draft or opened (or authorized others to open) the L/C
and L/G during the term of financing, regardless whether Party B has made
advance payment, Party B shall be entitled to request Party A to pay additional
security deposit, or transfer into Party A’s security deposit account Party A’s
savings deposited in other accounts opened at Party B, for the purpose of
repaying Party B’s future advance payment under this agreement, or submit the
relevant payment to a third party for custody, which is to be used as security
deposit for repaying Party B’s future advance payment;
8.2.6
other remedies permitted by laws.
Article 9
Change and Cancellation of Agreement*
9.1 After
this agreement becomes effective, if Party A intends to assign its debts
actually occurred under this agreement in whole or in part to a third party, it
shall first submit to Party B a written guarantee that the Guarantor agrees to
continue undertaking security obligations after such assignment or provide a new
security, which shall obtain Party B’s written consent.
9.2 After
this agreement becomes effective, without negotiated consensus of both parties,
neither Party A nor Party B shall change or cancel this agreement at its own
discretion, unless otherwise provided herein.
9.3 This
agreement shall remain effective before the agreement for changing or canceling
this agreement takes effect.
Article
10 Costs and Expenses**
Any
expense in connection with this agreement, including but not limited to
reference check, examination, insurance, assessment, registration, appraisal,
custody and notarization as well as attorney fee, litigation fee, travel
expenses all other fees paid by Party B for realizing its claims, shall be borne
by Party A, Party B shall be entitled to directly withhold and deduct from Party
A’s bank accounts. If the balance of Party A’s bank accounts is insufficient for
deduction, Party A shall undertake to repay in full after receiving Party B’s
notice, and Party B does not need to provide any certification.
Article
11 Other Matters Agreed
The
applicants for financing under this Maximum Financing Agreement are Wuhan Blower
Co., Ltd. and its subsidiaries, namely, Wuhan Generating Equipment Co., Ltd. and
Wuhan Sungreen Environment Protection Equipment Co., Ltd.
Article
12 Anti-Commercial Bribery
12.1 Both
Party A and Party B understand and are willing to strictly comply with the laws
and regulations on anti-commercial bribery of the People’s Republic of China,
and both parties are aware that offering or taking bribes in any form will
violate the laws and be subject to the severe punishment by the
laws.
12.2
Neither Party A nor Party B shall solicit, accept, offer or give any benefit not
agreed hereunder from the other party or its person in charge or other relevant
personnel, including but not limited to express discount, hidden discount, cash,
coupon, bank cards deposited with savings, membership cards deposited with
money, token cards (vouchers), tangible goods, negotiable securities, tour,
inspection or other non-material benefit; however, if such benefit is common
practice or custom of this industry, it shall be expressly stated
herein.
12.3
Party B strictly forbids its person in charge from committing any commercial
bribery. Any act set forth in Article 17.2 that is conducted by Party B’s person
in charge is a violation of Party B’s internal system and shall be investigated
and affixed responsibility pursuant to its internal system.
12.4
Party B seriously declares that, Party B objects to any act set forth in Article
17.2 herein that is conducted by Party A or Party A’s person in charge involving
any third party beyond this agreement for the purpose of performing this
agreement. All such acts are violation of state laws and will be subject to
punishment pursuant to state laws.
12.5 If
either party or its person in charge violates the foregoing provisions of
Article 17.2, Article 17.3 and Article 17.4., which cause loss to the other
party, such party in breach shall undertake liability for compensation for
damages.
12.6
“Other relevant personnel” herein refer to persons having direct or indirect
interest with this agreement, other than Party A or Party B’s person in charge,
including but not limited to the relatives of Party A or Party B’s person in
charge of this agreement.
Article
13 Miscellaneous **
13.1
Continuity of Obligation
All of
Party A’s obligations hereunder shall have continuity and full binding force
upon its successor, receiver, assignee and the subject after it is merged and
acquired, reorganized and renamed, and free from the influence of any dispute,
claim, legal proceeding and any directive of superordinate, or any agreement and
document signed by Party A and any natural person, legal person or other
organization, nor shall it be modified because of Party A’s bankruptcy,
insolvency, loss of operating capacity or subject capacity, change of property
rights forms, change of internal organization forms or bylaws, or any other
material change.
13.2
Non-waiver of Rights
After
this agreement becomes effective, Party B’s any tolerance, grace or deferral in
exercising its rights and interests herein in connection with Party A’s any act
of breach or delay shall not damage, affect or limit any rights and interests
that Party B is entitled to pursuant to this agreement and relevant laws and
regulations, and shall not be deemed as Party B’s permission or recognition of
any act that violates this agreement, nor shall it be deemed as Party B’s waiver
of its rights to take action against any current or future breach
act.
13.3
Independence of Agreement Clauses
Should
any clause herein or any of its portion becomes invalid in legal respect for
whatever reason, such invalid clause or its invalid portion shall not affect the
validity and enforceability of other clauses herein or other portion thereof.
Upon the occurrence of the foregoing circumstances, Party A shall undertake any
and all security liability, and/or compensate Party B for all the economic loss,
with the scope of its security liability and/or compensation liability to be
determined according to the security scope set forth in Article
1.3.
13.4
Notice
Any
notice or request of Party B and Party A in connection with this agreement shall
be made in writing. If delivered by hand, the acknowledged receipt by recipients
shall be deemed as properly served (if rejected by recipients, it shall be
deemed as served on the Date of Rejection); if delivered by mail, it shall be
deemed as properly served seven days after the date of posting; if delivered by
facsimile, the confirmed receipt by the facsimile system of recipients shall be
deemed as served. If Party B notifies Party A of claims assignment or presses
Party A for payment through public notice on news media, such notice shall be
deemed as served on the date of public notice. In the event that Party A or
Party changes its correspondence address, it shall give the other party timely
notice; otherwise, any possible loss arisen therefrom shall be borne by
it.
13.5
Supplemental Agreement
After
this agreement becomes effective, any amendment to it shall be made in writing
and signed by both parties. Any matter uncovered herein or matters of change may
be agreed upon in a written supplemental agreement through negotiated consensus
by Party A and Party B. Such written supplemental agreement shall be attached
herein and constitute an integral part of this agreement.
13.6
Governing Law
The
conclusion, construction and dispute resolution of this agreement shall be
governed by the laws of the People’s Republic of China.
13.7
Dispute Resolution
Any
dispute arisen during the performance of this agreement by Party A and Party B
shall be resolved by both parties through negotiation, failing which the method
No. (2) will be
chosen for resolving the dispute.
(1) apply
to Wuhan Arbitration Committee for arbitration.
(2) bring
a lawsuit to the People’s Court at Party B’s location.
13.8
Effectiveness of Agreement
This
agreement shall become effective after being affixed with the company seals/
special seals for agreement by both parties.
13.9
Counterpart
This
agreement is made in sextuplicate, all
being equally authentic and each held by Party A, Party B and__House Property
Bureau___, ____Land Administration_,
________ and _____.
13.10
Construction of Agreement Clauses
Party B
has directed Party A’s attention at the clauses hereof that waive or limit Party
B’s liability, and has provided full explanation for the relevant provisions
pursuant to Party A’s requirements. Neither Party A nor Party B has any
objection to the comprehension of any clause of this contract.
Party A:
/Seal of Wuhan Blower Co., Ltd., Wuhan Generating Equipment Co., Ltd. and Wuhan
Sungreen Environment Protection Equipment Co., Ltd./
Legal
Representative/ Responsible Person or Authorized Agent (Signature/Seal): /Xu
Jie/
Date:
June 28, 2010
Party B:
/Seal of Hankou Bank Company Limited, Wuhan Economic and Technological
Development Zone Branch /
Legal
Representative/ Responsible Person or Authorized Agent (Signature/Seal): /Shi
Huanwei/
Date:
June 28, 2010