Attached files
| file | filename |
|---|---|
| 8-K/A - TEEN EDUCATION GROUP, INC. | v208786_8ka.htm |
| EX-2.1 - TEEN EDUCATION GROUP, INC. | v208786_ex2-1.htm |
| EX-99.3 - TEEN EDUCATION GROUP, INC. | v208786_ex99-3.htm |
| EX-10.9 - TEEN EDUCATION GROUP, INC. | v208786_ex10-9.htm |
| EX-10.3 - TEEN EDUCATION GROUP, INC. | v208786_ex10-3.htm |
| EX-10.4 - TEEN EDUCATION GROUP, INC. | v208786_ex10-4.htm |
| EX-16.1 - TEEN EDUCATION GROUP, INC. | v208786_ex16-1.htm |
| EX-10.5 - TEEN EDUCATION GROUP, INC. | v208786_ex10-5.htm |
| EX-10.6 - TEEN EDUCATION GROUP, INC. | v208786_ex10-6.htm |
| EX-10.8 - TEEN EDUCATION GROUP, INC. | v208786_ex10-8.htm |
| EX-10.2 - TEEN EDUCATION GROUP, INC. | v208786_ex10-2.htm |
| EX-99.4 - TEEN EDUCATION GROUP, INC. | v208786_ex99-4.htm |
| EX-99.2 - TEEN EDUCATION GROUP, INC. | v208786_ex99-2.htm |
| EX-99.1 - TEEN EDUCATION GROUP, INC. | v208786_ex99-1.htm |
| EX-10.7 - TEEN EDUCATION GROUP, INC. | v208786_ex10-7.htm |
| EX-14.1 - TEEN EDUCATION GROUP, INC. | v208786_ex14-1.htm |
| EX-10.10 - TEEN EDUCATION GROUP, INC. | v208786_ex10-10.htm |
Contract
No: 9381349102010027
Type of
loan: Working Capital Loan
Borrower
(Party A): Shanghai Vomart Auto Parts Co., Ltd.
Address:
Room B014, No. 7 Liantang Town Road, Qingpu District, Postal Code:
201716
Legal
Representative (Person in charge): YU Anming
Fax:
Tel: 59815555
Lender
(Party B): China Construction Bank Corporation, Shanghai Qingpu
Sub-branch
Address:
No. 550, East Chengzhong Road, Qingpu District, Post Code: 201700
Person in
Charge: SHEN Yongqing
Fax:
59727777 Tel:
59725555
Party A
applies for loan to Party B, Party B agrees to provide loan to Party A. In
accordance with related laws and regulations, Party A and Party B, through
consultations, have entered this contract (“Contract”) as follows.
Article
I Loan amount
Party A
borrows RMB ten million ( in words) from Party B
Article
II Usage of the loan
Party A
shall use the loan for working capital turnover, Party A shall not change usage
of the loan without written consent of Party B.
Article
III. Term of Loan
The Term
of Loan in this contract is 12 months, that is: from May 31, 2010 to May 30,
2011.
When the
commencing date in this loan under this contract is inconsistent with the date
of loan redeposit voucher (receipt of loans, the same below), it shall be
subject to the actual loan date written in loan redeposit voucher when first
lending is done, the due date set forth in the first paragraph of this article
shall be adjusted accordingly.
Loan
redeposit voucher is an integral part of this contract and it shall have equal
legal force and effect as this contract.
Article
IV Loan interest rate, penalty rates of interest, interest accrual and interest
settlement.
I Loan
interest rate
Loan
interest rate under this contract is annual interest rate in the following second
one:
(I) Fixed
rate, this column is
blank, this interest rate remains the same within term of
loan;
(II)
Fixed interest rate, i.e. benchmark interest rate of the value date is upward (“upward” or
“downward”) 1%,
this interest rate remains the same within the term of loan;
(III)
Floating interest rate, i.e. benchmark interest rate of the value date, this column is blank
(choose “upward” or “downward”) %. From the value date to the date of principal
and interest totally paid off under this contract this column is blank,
each month floating interest rate shall be adjusted one time according to
current benchmark interest rate of adjustment date and up/down ratio. The
adjustment date of interest rate is the corresponding day of the value date in
the current month, if there is no corresponding day, the last day of this month
shall be the adjustment day of interest rate.
II.
Penalty interest rate
(I) If
Party A does not use loan in accordance with the usage of loan stipulated in the
Contract, penalty interest rate shall be upward by 100% of loan
interest rate, if loan interest rate is adjusted according to the item (III) in
the above Section 1 of this article, penalty interest rate shall be adjusted in
accordance with the adjusted loan interest rate and the above proportion of
floating rate.
(II) The
penalty interest rate of overdue loan under this contract shall be upward by
50% of loan
interest rate, if loan interest rate is adjusted according to the item (III) in
the above Section 1 of this article, penalty interest rate shall be adjusted in
accordance with the adjusted loan interest rate and the above proportion of
floating rate.
(III) For
the overdue loan and the embezzled loan by Party A, penalty interest rate or
compound interest shall be imposed subject to the severity.
III. The
value date in this article is the date that the first issued loan is
re-deposited to the account designated by Party A under this
contract.
When the
first loan is issued under this contract, benchmark interest rate is the loan
interest rate with the same period and same level as announced by the People's
Bank of China on the day of value date; after that, when loan interest rate is
adjusted with the foregoing covenant, benchmark interest rate is the loan
interest rate with the same period and level as announced by the People's Bank
of China on the adjustment day; if the People's Bank of China no longer
announces loan interest rate with the same period and level, benchmark interest
rate is loan interest rate acknowledged by inter-banks or loan interest rate
with the same period and level, except for otherwise agreed by both
parties.
IV. Loan
interest is accounted from the date that the loan re-deposited to the account
designated by Party A. Loan interest accrual is calculated per day, daily
interest rate = annual interest rate /360. If Party A can not pay the interest
according to interest settlement date stipulated in this contract, the compound
interest shall be charged from next day.
V.
Interest settlement
(I) For
loan with fixed interest rate, interest shall be calculated on interest
settlement date by the stipulated interest rate. For loan with floating interest
rate, interest shall be calculated by the interest rate confirmed on current
period of each float period; for loan with many floating interesting rates
within a single settlement interest date, interest in each floating period shall
be calculated first, the interest in this interest settlement date shall be
accounted by interest in expiration date of interest plus the total interest
within each floating period.
(II)
Interest of loan under this contract shall be settled by the following first
method;
1., the
date of monthly settlement is fixed to be 20th of each
month;
2. the
date of quarterly settlement is fixed to be 20th of the
end month of each quarter;
3. Other
methods this column is
blank.
Article
V Issue and usage of loans
I.
Preconditions of issuing loans
Unless
the following preconditions constantly are satisfied, Party B has the
obligation to issue loans except abandoning totally or partly by Party
B,
1. Party
A has completed the related approval, registration, delivery, insurance and
other statutory procedures under this contract;
2. For
the guaranteed loan, guarantees, which meet the requirements of Party B in this
contract, has come into effect continuously;
3. Party
A has opened accounts for withdrawing and repaying in accordance with Party B’s
requirements;
4. Party
A does not violate the terms stipulated in the Contract or does not have any act
possibly jeopardizing the creditor’s rights of Party B stipulated in this
contract;
5. Laws,
regulations or relevant authorities do not forbid or limit Party B issuing loan
under this contract;
6. Other
conditions:
The following is
blank
II. Loan
use scheme
Loan use
scheme is confirmed in accordance with the following first
method:
(I) Loan
use scheme is as follows:
|
1.
May 31, 2010
|
Amount
10,000,000.00;
|
|
2.
Date
|
Amount
the following is
blank
|
|
3.
Date
|
Amount
the following is
blank
|
|
4.
Date
|
Amount the following is
blank
|
|
5.
Date
|
Amount the following is
blank
|
|
6.
Date
|
Amount the following is
blank
|
(II) This
column is blank
III.
Party A shall use loan in accordance with the loan use scheme stipulated in the
paragraph II and Party A shall not withdraw capital ahead of schedule, delay or
cancel withdrawing unless approved by Party B.
IV. If
Party A uses loan in several times, the mature date of loan shall be agreed in
Article 3 of this contract.
Article
VI. Repayment
I.
Repayment principle
Party A
shall repay loan in accordance with the following principles under this
contract:
Party B
has the right to use Party A’s repayment to repay the costs that are undertaken
by Party A but prepaid by Party B, and the cost for Party B to realize
creditor’s rights, as stipulated in this contract. The remaining funds shall be
repaid interest first and then principal, and interest shall be paid off with
principal. However, for loans in which principal or interest is overdue for more
than 90 days, or loans in accordance with laws or regulations, Party A shall
repay the principal first and then interest, after repaying the above
costs.
II.
Payment of interest
Party A
shall pay the due interest on the interest settlement date. The first paying
interest date is the first interest settlement date after loan is issued.
Interest shall be paid off with principal at last payment.
III.
Principal repayment plan
Principal
repayment plan shall be settled according to the first method
below;
(I)
Principal repayment plan is as follows:
|
1.
May 31, 2011
|
Amount
10,000,000;
|
|
2.
Date
|
Amount the following is
blank
|
|
3.
Date
|
Amount the following is
blank
|
|
4.
Date
|
Amount the following is
blank
|
|
5.
Date
|
Amount the following is
blank
|
|
6.
Date
|
Amount the following is
blank
|
(II) This
column is blank
IV.
Repayment method
Party A
shall prepare sufficient amount payable on the Party B’s account prior to the
repayment date as stipulated in this contract and transfer fund to repay loans
(Party B also has the right to transfer fund from this account to pay loans), or
transfer fund from other accounts to repay loans prior to the repayment date as
stipulated in this contract.
V.
Prepayment
When
Party A repays the principal in advance, Party A shall propose a written
application to Party B 30 work days in
advance. Upon approval by Party B, Party A can repay partial or the full
principal in advance.
If Party
A repays principal in advance, interest shall be calculated according to actual
loan-using days and loan interest rate as stipulated in this
contract.
If Party
B agrees Party A to repay the loan in advance, Party B has the right to charge
compensation according to the first standard below:
1.
Compensation amount = the prepaid principal amount × pre-repayment months ×
1%. If less
than one month, it shall be accounted as one month.
2. This column is
blank
If Party
A repays the loan in installments, and partial principal is repaid in advance,
Party A shall repay the amount of loan in accordance with reverse repayment
plan. Upon repaying partial amount of loan in advance, the remaining amount of
loan shall still be executed by the loan interest rate as stipulated in this
contract.
Article
VII Rights and obligations of Party A
I. Party
A’s rights
(I) right
to require Party B to issue the loan according to this contract;
(II)
right to use the loan according to this contract;
(III)
right to extend term of loan upon satisfying the requirement of Party
B;
(IV)
right to require Party B to keep business secret related to its financial data,
production and management provided by Party A, excluding other situations
formulated by laws and regulations, required by corresponding authorities or
stipulated by both parties;
(V) right
to reject such behaviors as solicit bribe by Party B and its staff. Party A has
right to report to the department concerned for the above behaviors or behaviors
that Party B breaches the state’s laws and regulations with respect to credit
rate, service charge, etc..
II. Party
A’s obligations
|
(1)
|
Party
A shall withdraw the capital, and repay the loan principal and interest in
full amount, and shall bear various costs as stipulated in this
contract;
|
(II)
Party A shall provide documents related to its financial accounting, production
and operations required by Party B, including but not limited to, providing
balance sheet as of the end of last quarter within the first 20 work days in the
first month of the following quarter, profit and loss statement as of the end of
last quarter (statement of revenues and expenditures for public institution),
and cash flow statement at the end of the fiscal year. Party A shall be
responsible for the authenticity, validity and effectiveness of the supplied
materials without providing false information or concealing important operations
of financial facts.
(III) In
the event that Party A changes its business registration items, such as name,
legal representative (person-in-charge), address, business scope, registered
capital or articles of association (enterprise), Party A shall notify Party B in
writing within 30 work days along with relevant materials.
(IV)
Party A shall use loans as stipulated in this contract without unauthorized
diversion of fund or engaging in illegal or rule-breaking trading; Party A shall
coordinate with Party B to inspect and supervise its production and operation,
financial activities and loan usage under this contract; Party A shall not
surreptitiously withdraw funds, transform capitals or use affiliated transaction
to evade debts to Party B; Party A shall not use false contract entered with
related parties to cash in bank funds or credit, pledged to the bank debt using
receivable notes without actual trade.
(V) If
Party A conducts manufacturing and engineering construction with the loan under
this contract, it shall comply with provisions in state’s environmental
protection regulations.
(VI)
Prior to paying off Party B’s loan principal and interest, unless approved by
Party B, Party A shall not provide guarantee for third party with asserts
accumulated by the loan under this contract.
(VII) If
Party A is a group of clients, Party A shall timely report related transaction
over 10% of Party A’s net asset to Party B, including: a. relationship among the
parties; b. items and nature of the transaction; c. transaction amount or
corresponding ratio; d. pricing policy (including transaction without amount or
only nominal amounts);
(VIII) If
the loan issued under this contract is for fixed asset or project. Party A shall
guarantee the planned project be approved by government authority concerned
without any illegal practice. Capital funds or other raised capitals shall be
allocated according to set time and ratio; Party A shall guarantee to finish
project on schedule.
Article
VIII Rights and obligations of Party B
I. Party
B has the right to require Party A to repay principal, interest and costs on
schedule; to exert other rights as stipulated in this contract; and to require
Party A perform other obligations under this contract;
II. Party
B shall issue loans as stipulated in this contract, excluding delays due to
Party A or other reasons beyond Party B;
III.
Party B shall keep business secrets related to the financial data, production
and management provided by Party A, excluding situations formulated by laws and
regulations, required by corresponding authorities or as stipulated by both
parties;
IV. Party
B shall not provide bribery to, or extort and accept bribery from Party
A;
V. Party
B shall behave with integrity, not damaging Party A’s legitimate
interests.
Article
IX Liability of breaching contract and remedial measures for Party
B
I. Default
situation for Party B and its liability of breaching contract
(I) If
Party B does not issue loan as stipulated in this contract without
justification, Party A is entitled to require Party B to continue issuing loan
under this contract;
(II) If
Party B charges interest and service cost in violation of provisions of national
laws and regulations, Party A has the right to require Party B for
return.
II.
Default situation of Party A
(I) Party
A breaches any stipulation or legal obligation under this contract;
(II)
Party A expressly states or implies by its action that it will not perform any
of the obligations under this contract.
III. Situations
endangering Party B’s creditor right
(I) Party
B believes one of the following situations occurred on Party A may endanger the
security of its creditor rights under this contract: contracting, taking over,
leasing, shareholding reform, reducing registered capital, investment, joint
operation, merging, acquisition and reconstruction, separating, joint venture,
being applied to stop business for rectification, applying for dissolving, being
suspended, being applied for bankruptcy, changing controlling shareholder /
actual controller or transferring major asset, suspension and termination of
business, criminal prosecution and high amount of administrative penalties by
relevant authority, cancellation of registration, suspension of business
license, and involvement in major litigation, difficulty of operation, or
financial condition deterioration, legal representative or executive officer
being unable to perform responsibilities, etc.
(II)
Party B believes one of the following situations may endanger the security of
its creditor right under this contract: Party A does not perform other due debts
(including the due debts to China Construction Bank at all levels or to other
third party), transfers property at a low price or for free, abates the debts of
third party, delays exercising creditor rights or other rights or provides
guarantee for the third party;
(III)
Party B believes the following conditions may endanger the security of its
creditor rights under this contract: Party A’s shareholder(s) abuses its
independent legal status and the limited liabilities of the shareholder to avoid
debts;
(IV) Any
of preconditions of issuing loan as stipulated in this contract is not
continuously met;
(V) Party
B believes one of the following situations occur on the guarantor may endanger
the security of its creditor rights under this contract:
1. the
guarantor violates any of its covenants in the guaranteed contract or provides
misrepresentation, error and omitted information in its guaranteed
matters;
2.
contracting, taking over, leasing, shareholding reform, reducing registered
capital, investment, joint operation, merging, acquisition and reconstruction,
separating, joint venture, being applied to stop business for rectification,
applying for dissolving, being suspended, being applied for bankruptcy, changing
controlling shareholder / actual controller or transferring major asset,
suspension and termination of business, criminal prosecution and high amount of
administrative penalties by relevant authority, cancellation of registration,
suspension of business license, and involvement in major litigation, difficulty
of operation, or financial condition deterioration, legal representative or
executive officer being unable to perform responsibilities, etc.
3. Other
situations which would incapacitate or possibly incapacitate the guarantor’s
guarantee ability;
(VI)
Party B believes one of the following situations occur on the mortgage and
pledge may endanger the security of its creditor right under this
contract:
1. The
mortgaged or pledged property is damaged, lost or reduced on value because of
the third party’s behavior, collected by the state, confiscation, expropriation,
taken back without compensation, relocation, market situation change or any
other reasons;
2. The
mortgaged or pledged property is closed down, detained, frozen, deducted, lien,
auctioned and supervised by administrative organization, or the ownership is
being disputed;
3. The
mortgagor or pledgor violates any of the convents stipulated in mortgage
contract or pledge contract, or provides any false, wrong or omitted
information in the stated and guaranteed matters;
4. Any
other situations that possibly endanger the realization of Party B’s pledge or
mortgage right;
(VII)
Guarantee is not hold, invalid, revoked or lifted, the guarantor breaches the
contract or expressly states or implies by its action that it will not perform
its guarantee obligation, the guarantor losses part or the whole guarantee
ability, reducing the value of collateral or other situations, Party B believes
they may endanger the security of its creditor rights under this contract;
or
(VIII)
Any other situations that Party B believes endangers the security of its
creditor right under this contract.
IV. Party
B’s remedial measures
If any
situation as stipulated in the second or third paragraph of this article occurs,
Party B is entitled to exercise one or several of the following
rights:
(I) Stop
issuing loans;
(II)
Announce loans due immediately; require Party A to immediately repay all due and
undue principals, interests, costs of debt under this contract;
(III) If
Party A does not use loans as stipulated in this contract, Party B has the right
to require Party A to pay liquidated damage which is equal to 10% of the
improperly used loan amount, and to refuse Party A from using the unwithdrawn
loan under this contract;
(IV) If
Party A does not use loans as stipulated in this contract, interest and compound
interest of the portion diverted by Party A shall be calculated and collected
according to penalty interest rate, and mode of interest settlement from the
date of improper use of the loans to the paid off date of principal and
interest;
(V) If
the loan is overdue, interest and compound interest of the loan principal and
interest that are not paid off by Party A (including part or the whole loan
principal and interest that is due ahead of time announced by Party B) shall be
calculated and collected according to penalty interest rate, and mode of
interest settlement from the overdue date to the paid off date of principal and
interest. Overdue loan means that Party A does not pay off loans in the
stipulated period, or goes beyond the installment limit of principal repayment
plan as stipulated in this contract.
Before
the loan is overdue, the compound interest for the interest not paid off on time
by Party A shall be calculated and collected by loan interest rate as stipulated
in this contract.
(VI)
Other remedial measures, including but not limited to:
1. Charge
corresponding amount in RMB or other kinds of currency from Party A’s account
opened with China Construction Bank without advance notice;
2.
Exercise guarantee right;
3.
Require Party A to provide a new guarantee to all debts under this contract
compliant with Party B’s requirements;
4.
Terminate the contract.
Article
X Other clauses
I. Cost
allocation
Unless
otherwise agreed by both parties, costs related to legal services, insurance,
assessment, registration, custody, identification and notarization etc in this
contract and with respect to its guarantee shall be borne by Party
A,.
All costs
for Party B to realize its creditor right (including but not limited to legal
cost, arbitration fees, property preservation cost, travel expense, execution
fees, assessment fees, auction charge, notary fees, delivery fees, advertising
fees and attorney fees) shall be borne by Party A.
II.
Information disclosure of Party A
Party A
agrees that Party B can check Party A’s credit status from the credit database
approved and established by People’s Bank of China and credit department, or
related organizations and departments, and provide Party A’s information to the
above-mentioned credit database. Party A also agrees that Party B can fairly use
and disclose Party A’s information.
III.
Collection notices
If Party
A defaults loan principal and interest, or other contract-breaking situations
occur, Party B has the right to report them to the concerned department or
organization, and exercises collection notices through media.
IV.
Evidentiary effect of Party B’s records
Unless
with reliable and confirmed rebuttal evidence, Party B’s internal financial
records related to principal, interest, costs, repayment records etc.; the
receipts and certificates that Party B produced or kept with regard to Party A’s
withdrawing, repaying loan or repaying interest; and collection notices and
evidences from Party B are all the evidence to confirm Party B’s creditor right
related to Party A. Party A shall have no objection to the above records,
receipts or certificates made or kept by Party B.
V.
Reservation of rights
Party B’s
rights under this contract do not influence and eliminate its any other rights
entitled by laws, regulations and other contracts. Party B’s non-exercise,
partial exercise and / or delayed exercise of any of its rights does not
constitute a waiver or partial waiver of that right. It also does not
affect, restrain and prevent Party B's continued exercise of the rights or the
exercise of any other rights. Party B hereto shall not undertake any
responsibilities and obligations to Party A.
VI.
Except for debts under this contract, if Party A has any debt due to Party B,
Party B has the right to charge Party A of corresponding amount in RMB or other
kinds of currency from the account opened by Party A in China Construction Bank
to pay off any due debts. Party A agrees not to raise any
objection.
VII. If
Party A’s contact address or information is changed, Party A shall notify Party
B in writing immediately. Otherwise, all losses are borne by Party
A.
VIII.
Charge to funds payable
For all
due amounts by Party A under this contract, Party B has the right to charge
Party A of the corresponding amount in RMB or other kinds of currency from Party
A’s account opened with China Construction Bank without advance notice to Party
A. If Party B needs go through currency exchange procedures, Party A has the
obligations to assist Party B. All exchange rate risk is undertaken by Party
A.
IX.
Settlement of dispute
Any
dispute occurring in the performing the contract should be settled through
negotiation by both parties. If it fails, the dispute should be solved using the
first method
below:
1. File a
law suit with People’s Court in Party B’s domicile.
2. Submit
this column is blank
to arbitration committee (Place of arbitration is this column is
blank). The arbitration shall be conducted in accordance with the
arbitration rules effective as of the time of application. The arbitral award is
final and has binding upon both parties.
During
lawsuit or arbitration, clauses in this contract that are not in controversy
shall still be performed.
X.
Condition effectiveness
This
contract shall take effect after the legal representative (person in charge) or
authorized agent of Party A, and the person in charge or authorized agent of
Party B sign and seal it.
XI. This
contract is in quadruple.
XII.
Miscellaneous
I. If
Part A fails to repay loan principal and interest, Party B has right to report
to People’s Bank of China to list Party A on the “blacklist”. Party B can
disclose relevant information to newspaper and other media to urge Party A to
repay the loan principal and interest.
II. Party
A promises to use loans with stipulated purposes under this contract. The loans
cannot be used for purchasing house or other personal use, or engaged in
transaction or investment prohibited by the state.
III.
Party A commits on the use of the loan as follows: should be used in strict
accordance with the "loan contract"; shall not be used in the securities,
futures and other aspects of speculative operations; shall not be used in the
equity investment; shall not be used on housing, and other individual
consumption activities; shall not be engaged in other matters prohibited by law.
If Party A is found to use loans for other purposes, Party B shall have the
right to refuse issuing loans, or require repayment in advance.
Article
XI. Statement
I. Party
A understands clearly Party B’s business scope, and the scope of Party B’s
authorization.
II. Party
A has already read all clauses in this contract. Per Party A’s request, Party B
has explained the corresponding clauses in this contract. Party A is completely
aware and fully understands the meaning and the relevant legal consequences of
the clauses in this contract.
III.
Obligations signed and performed by Party A are in compliant with laws,
administrative regulations, rules, and the charter or internal constitutional
documents of Party A, and also have been approved by Party A’s internal
executive body and / or the State’s relevant authority.
Party A
(Seal):
Legal
representative (Person in charge) or Authorized agent (Sign): 
YU
Anming
May 31,
2010
Party B
(Seal)
Legal
representative (Person in charge) or Authorized agent (Sign): 
SHEN, Yongqing
SHEN, YongqingMay 31,
2010