exhibit1011.htm


Exhibit 10.11




LOAN CONTRACT













































































RURAL CREDIT COOPERATIVE OF SHANDONG


 


 




  





  











  











 


LOAN CONTRACT


 


(YISHUI) RCC LOAN(2010) 125#


 


 


BORROWER (FULL NAME):     SHANDONG LONGKONG TRAVEL DEVELOPMENT CO., LTD


 


LENDER (FULL NAME):             YISHUI RURAL CREDIT COOPERATIVE







According to certain National laws and Regulations, both parties agreed to sign the contract.


 








I.  Loan


 


1.  Loan type: short term working capital loan


 





2.  Loan purpose: Business operating facilities update & material purchase.


 





3.  Amount of Loan: Chinese RENMINBI, Ten million Yuan


 





4.  The Term of Loan


 





(1)  The Term of Loan as following:


 





	
Releasing Date & Amount

	
Due Date & Amount


	
DATE

	
AMOUNT

	
DATE

	
AMOUNT


	
2010-5-24

	
10,000,000.00

	
2011-4-20

	
10,000,000.00







 


(The items are not included in above form but attached later should be the part of the Contract.)


 


 




  





  











  






(2) The amount, the releasing date or the due date of the loan that describing in the Contract are different from that on the accounting book, the information on the accounting book shall be the final conclusion. The accounting book related to above information shall be regarded as a part of the Contract with the same legal effect.


 



5.  Loan Interest Rate and Computation.


 




RENMINBI loan interest calculation should be made by following 2nd method:


 



(1)  Floating Rate


 




The floating rate will be _____(up/down) at the basic rate, execution rate shall be _____%. The less Five years term (including five years) loan applies to the rate that issued by The People's Bank Of China; The more that five years term loan interesting rate shall be that the rate issued by The People's Bank Of China "PLUS" _____ ratio percentage.


 


The rate adjustment shall in every _____months as a adjustment circle. In the case of that the basic rate is adjusted by The People's Bank Of China, the Lender shall renew the rate calculated by above method and the new basic rate considering of the class of the loan term, the effective date shall be started at the date that the same borrowing day of the first month of the next adjustment circle after the new Adjusted Rate is issued. The Borrower is acknowledging that the adjustment is without notice. The date of the basic rate adjustment is the same day to the Loan beginning day, or the same day of the first month of the adjustment circle. From the date of the basic rate adjustment day, the new loan interest rate will be set. If there is no the same day of the month to the loan beginning day, the last day of the month shall be the borrowing day.


 


 




  





  











  






 



(2)  Fixed rate


 




The loan interest rate shall be up 100% at the basis rate, execution rate shall be 10.62% till the loan end date. The rate to the less than five years(including five years) term loan shall apply to the same loan rate issued by The People's Bank Of China; the rate to the more than five years term loan shall be the basic rate issued by The People's Bank Of China "PLUS" ______ ratio percentage.


 


The foreign currency loan interest rate shall be made by the item __NULL_of the following items:


 



(1)  The rate floating in _____months and Calculated by the method of _____(In capital words) months _______(LIBOR/HIBOR) + ____% . LIBOR/HIBOR is the borrowing interest rate in LONDON/HONKONG financial industry prior two days to the loan beginning day and announced by the Reuters News Agency.


 





(2)  Execution annual rate shall be ____% till the loan end date.


 





(3)  Other computation method ________________________.


 





6.  Interest Computation


 




The interest of the loan under the Contract is calculated in every month, the computation day is the 20th day of every month. The borrower shall pay the interest every month at the above day. If the last interest pay day is not in the computation circle, the unpaid interest shall be completed with principal. (Day rate = Month rate/30)








II.  The Lender is entitled to refusal to provide the Borrower the loan that agreed under the Contract, if one of the following items is sufficiently satisfied.


 





1.  The Borrower shall open a basic deposit account with the Lender


 





2.  The borrower shall provide the Lender all the necessary document, information that required by the Lender.


 





3.  If the Loan is a foreign currency loan, the Borrower shall provide the Lender all the necessary authorized Approval, Registration Permit and other legal processing document.


 





4.  Any mortgage, pledge warrant in connection with the loan under the Contract, the legal processing of the registration and/or insurance etc. is completed with the requirement of the lender, and the warrant, insurance is continuous valid. Any guarantee in connection with the loan under the Contract, the borrower shall ensure the lender that the guarantee contract has been signed and effective.


 


 




  





  











  









III.  The rights and obligations of the Lender.


 





1.  The lender has the right to acknowledge the business operating, the financial activities, material and inventory, loan flowing of the Borrower, to ask the borrower for the financial statement, documents and information.


 





2.  The events that described in section IV, item 7,8,10 (include but not limited) occur to borrower, and will bring the Borrower the complication or impact to the safety of the loan, the Lender may refuse to provide the loan or withdraw the loan in advance.


 





3.  The loan principal, interest, penalty, compound interest and the other payable expense that the Lender may withdraw or withdraw in advance under the Contract, the Lender may directly deduct from any Borrower's account.


 





4.  The money the Borrower paid to the Lender is insufficient to cover the amount payable under the Contract, the Lender may determine to pay suitable payment, such as loan principal, interest, penalty, compound interest or other expenses.


 





5.  The Borrower fails to pay back the loan, the Lender may disclose the fact in public that the Borrower broke the Contract.


 





6.  The Lender shall provide the Borrower the loan in full amount scheduled under the Contract.


 


 




  





  











  









IV.  Borrower's commitments:


 





1.  The borrower is entitled to the access to the loan and to use it.


 





2.  The account opened pursuant to the section II under the contract, shall be used for deposit and settlement between the both parties.


 





3.  The loan under the contract is a foreign currency loan, the Authorized approval, registration permit and other legal processing document in connection with the loan shall be completed pursuant to certain laws and regulations.


 





4.  The borrower shall pay the principal and interest as scheduled. The borrower may needs a extension for the loan set forth, a writing request shall be raised out in 15 working days before the loan end date, a renewal contract between the both parties shall be signed with the consent from the Lender.


 





5.  To use the loan in a manner of respecting the Loan purpose under the Contract, no impropriation or other purposes is allowed to carry out.


 





6.  The Borrower shall monthly provide the Lender the true, complete, valid financial statement, or other documents and information, and assistant the Lender to review its business operating, financial activities, and the loan flows.


 





7.  Such events occur to the borrower: operating in a contract, lease, shareholding reform, affiliation, merger, acquisition, split, joint venture, asset transfer, apply for suspension and reform, apply for dismiss, apply for bankrupt and other events may affect the liability between the creditor and debtor, or the actions may impact the Leading party to complete the creditor's rights, a writing notice letter shall be provide to the Lender in advance, with the consent from the Lender, to start processing the debt paying-back or complete the debt paying-back in advance before the forth events occurs, otherwise, the above activities and actions is prohibited to carry out.


 





8.  Any events other than described in the previous paragraph occur to the Borrower may cause material effect to fulfill the paying-back of the loan, such as, business suspension, business activities dormant, registration cancellation, withdraw of business license, corporate representative involved into a criminal, material lawsuit and arbitration involved, difficult situation in business operation, financial statement worsening, etc. the Lender shall be provided a writing notice, a protective measure to creditor shall be carried out with the consent from the Lender.


 


 




  





  











  






 





9.  The Borrower provides a debt guarantee for the thirty party, or in connection with a mortgage, pledge with its major asset or property to a thirty party, may affect its ability to repay the debt under the Contract, a writing knowledge shall be provide to the Lender, and a approval from the Lender shall be obtained.


 





10.   The borrower shall not withdraw the capital, transfer the asset, or transfer the company share illegally to Welch from the Lender.


 





11.  The borrower changes it registered business name, corporation representative, registered business address, business scope, a writing notice shall be provided to the Lender in time.


 





12.   Such events occur to the guarantor under the Contract, business suspension, business dormant, registration cancellation, withdraw of the business license, bankrupt and business loss, etc. it may cause the guarantor partly or fully lose the guarantee power in connection with the loan under the Contract, or the guaranty, pledged items, pledged usufruct depreciates, the Borrower shall provide the Lender other alterative guarantee in time.


 





13.   The borrower shall bear all such cost or expenses in connection with the loan under the Contract, legal consult service charge, insurance, transportation, evaluation, registration, keeping, identify, notarization. Etc.


 





V.  Repayment in advance.


 





      Consent shall be obtained from the Lender when the Borrower determines to repay the loan in advance; the Lender agrees with the repaying in advance, the interest shall be calculated by the 1st item as following:


 





1.  Interest shall be calculated pursuant to the items describe the borrowing duration and the interest computation under the Contract.


 





2.  Floating up _______% at the basic of execution rate under the Contract.


 


 




  





  











  






 





VI.  Breach of faith.


 





1.  The Lender failed to provide the Borrower the loan, and caused loss to the Borrower, the penalty that calculated with the related amount and days delayed shall be paid to the Borrower. The computation method is same to the overdue loan interest computation with the same term.


 





2.  The Borrower failed to repay the principal of the loan in the period agreed in the Contract, the Lender shall increase the interest rate by 50% to the overdue loan at the basic of the rate agreed in the Contract as the penalty till the principal and interest repaying is completed. During the overdue period, in such event that The People's Bank Of China increases the basic loan interest rate, accordingly, the penalty interest rate shall be increased at the same time.


 





3.  The Borrower use the loan not pursuant to the items that describing the loan purpose under the contract, the Lender shall increase the interest rate by 100% to the part of the loan that is misused as a penalty till the principal and interest are fully repaid. During the overdue period, for RENMINBI loan, in such event that The People's Bank Of China increase the loan interest, accordingly, the penalty interest rate shall be increased at the same time.


 





4.  For unpaid payable interest, the Lender shall charge the compound interest pursuant to the regulation issued by The People's Bank Of China.


 





5.  The Borrower breaks the items that describing the Borrower's obligation under the Contract, The Lender may be entitled to ask the Borrower to correct the action that broke the contract, may refuse to continue provide the loan, may withdraw the loan has be provided in advance, may declare that the loam term expired immediately and take some protective measures.


 





6.  Any guarantor in the guarantee contract in connection with the loan Contract breaks the items describing its obligation under the guarantee contract, the Lender may be entitled to declare that the loam term expired immediately and take some protective measures.


 





7.  In such event that the borrower breaks the items under the Contract, cause the Lender to take the action such as lawsuit or arbitration to archive its rights, the borrower shall take the lawyer service charge, business travel fee and other expenses occur to the Lender as its sole responsibility.


 


 




  





  











  






 




VII. Guarantee of the loan


 


The guarantee of the loan under the Contract is PLEDGE, the guarantee contract shall be singed separately. If any Mortgage of Maximum Amount, display the mortgage contract serial number here______________.


 


VIII. Solution of dispute


 


Both parties agree that any dispute shall be resolve by negotiation between them, the following action as a option:


 



  1. Lawsuit. Resolved by the court that has the jurisdiction to the Lender.


 





  2. Arbitration. Resolved by a arbitrator ________________(full name of the arbitration agency) under the Arbitration Rules and Procedures.


 




     The items of the Contract not in connection with the disputes shall be continued to carry on in the processing of the lawsuit or arbitration.


 


IX. Other matters


 


   The Borrower commits that failing to fulfill the obligation under the Contract, a Law Enforcement order shall be accepted.


 


Sealed by Yishui rural credit cooperative, signed by ZHANG SHANJIU







X. Become effective


 


   The Contract shall be effective after signed or sealed by both parties.


 


XI. The Duplicates of the Contract


 


   The contract is made out in 3 duplicates; having the same legal enforcement, each for the borrower, the lender, the guarantor.


 


XII. Note.


 


   The Lender friendly reminds the Borrower to acknowledge that all the items of the Contract shall be understood completely and correctly, the Lender has provided the not for certain items of the contract as the Borrower requested. The both parties agree to the rights and obligations under the Contract in common.













  The Borrower: (seal)        Shandong Longkong Travel Development co., Ltd (sealed)


 


 




Signature:                          /s/ ZHANG SHANJIU


 


   By corporate representative or Proxy












The Lender:  (Seal)           Yishui rural credit cooperative  (sealed)


 


Signature:                          /s/  QI JIANGANG


 



   By corporation representative or Proxy


 


Date:                                24-5-2010




 


              Signed in the place of: YISHUI RCC Office