ex10_39.htm


    
      EXHIBIT
10. 39 

    

     

    Contract
No.  2009SC000000841

     

     

     

    Bank of
Hangzhou

     

    Comprehensive
Financing Line Contract

     

     

     

     

     

    Party A:SinoHub
SCM Shenzhen Ltd. 

     

    Address:6/F,
No. 5 Qiongyu Road, Central Area, Technology Park, Nanshan District, Shenzhen,
China

     

    The legal representative:Hantao
Cui 

     

    Phone:86-755-26612223
         Postcode:518057

     

     

     

    Party B:Shenzhen
Branch, Bank of Hangzhou

     

    Address:1-3
Floor, Ai Hua Mansion, No. 2038 Shen Nan Zhong Avenue, Futian District,
Shenzhen, China

     

    The legal representative:Haobo
Wan 

     

    Phone:86-755-83885055          Postcode:518010

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Whereas Party A
applies for comprehensive financing line at Party B, Party A and Party B agree
on the following terms and conditions in accordance with The Contract Law of the
People's Republic of China, The Guaranty Law of the People's Republic of China,
Real Right Law of the Peoples Republic of China and other relevant laws and
regulations.

     

    Article 1
Comprehensive financing line of credit: please see Article 12 (1).

     

    Article 2 Term of
comprehensive financing line: please see Article 12 (2).

     

    Article 3 Category
of comprehensive financing line:

     

    The comprehensive
financing line in this contract includes but is not limited to the following
categories of business:

     

    Bank loan, Bank
Discount Acceptance, confirming agent, guarantee, loan commitment, opening L/C,
Import/export Bill Advance, financial packaging, forfeiting, etc.

     

    The specific
category, amount, interest rate, rate and term, please refer to the subcontract
for each business category and loan, or other credit documents.

     

    Article 4 Use of
financing line of credit:

     

    
      	
              I.

            	
              The
      comprehensive financing line shall be used only when Party A submits the
      application, after Party B examines and approves, and both parties sign
      the subcontract against each business
category.

            


    

    
      	
              II.

            	
              The
      prerequisite to use the comprehensive
      financing line:

            


    

    
      	
               
      

            	
              1.

            	
              This contract
      has taken effect;

            


    

    
      	
               
      

            	
              2.

            	
              Party A has
      provided guarantees according to the requirement of Party B, and the
      guarantee contracts has become effect with all the legal or agreed
      approval, registration, delivery, etc. procedures
    completed.

            


    

    
      	
               
      

            	
              3.

            	
              No such
      events as listed in Article 7 to breach the terms of this contract
      occurred before using the financing line of
  credit;

            


    

    
      	
               
      

            	
              4.

            	
              The other
      conditions required by law, agreed by both parties or required by Party
      B.

            


    

    Party B is entitled
to refuse the using of this comprehensive financing line by Party A if one of
the above conditions is not fulfilled, but not including the situation agreed by
Party B.

     

    Article 5
Repayment:

    
      	
              I.

            	
              Party A shall
      open an account at Party B, and deposit amount that is equal to the
      repayment to this account before the agreed repayment
  date.

            


    

    
      	
              II.

            	
              Party B shall
      fulfill its obligations before the expiration date of each credit,
      otherwise, it will be regarded and coped with as overdue credit (including
      advances).

            


    

    
      	
              III.

            	
              Party A
      hereby irrevocably authorizes Party B to deduct the due principal and
      interest (amount payable) and other relative expenses of each subcontract
      from any account of Party A.

            


    

     

    Article 6 Guarantee
method and guarantee contract: please see Article 12 (3).

     

    Article 7 Default
Events:

    
      	
              I.

            	
              On the
      condition that one of the following situations occurs, it shall be
      regarded as an event of default under this contract and the
      subcontracts:

            


    

    
      	
               
      

            	
              1.

            	
              Party A
      conceals its financial conditions, the worsening of operations, decreased
      registered capital or the failure to pay off, illegal withdrawal of
      capital, illegal transfer of property, evading repayment of debt, losing
      business creditworthiness or losing the capability of performing debt
      obligations;

            


    

    
      	
               
      

            	
              2.

            	
              The documents
      provided by Party A conceals or deviate from the facts, or during the
      application and execution of the credit specified in this contract and
      subcontract, there existed suspected deceptive
      business practices.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
      

    

    
      	
               
      

            	
              3.

            	
              Party A uses
      the credit other than the purpose specified in this
    contract;

            


    

    
      	
               
      

            	
              4.

            	
              Any form of
      change of business operation or reconstructing the enterprise of Party A,
      such as splitting  up, merge, acquisition, integration, setting
      up joint equity ventures or cooperating with foreign businesses,
      contracting, renting, reorganizing, sending out the shares, reforming the
      form of ownership, planning going public, or decreasing registered
      capital, transferring the ownership of property or stock equities,
      etc.;

            


    

    
      	
               
      

            	
              5.

            	
              No notice to
      Party B in written form 7 days after Party A changes its name, legal
      representative, legal address, scope of business, registered capital,
      ownership structure, etc.;

            


    

    
      	
               
      

            	
              6.

            	
              Party A
      conducts the behavior of evading or escaping from obligations that is
      against the state administration of taxation, or is imposed an
      administrative punishment, such as order to suspend production or
      business operation, or revocation of a permit or license,
      etc.;

            


    

    
      	
               
      

            	
              7.

            	
              Party A
      terminates operation or dissolves, dismisses or becomes
      bankrupt;

            


    

    
      	
               
      

            	
              8.

            	
              Party A signs
      contracts or agreements with any third party that are harmful to the
      interests of Party B;

            


    

    
      	
               
      

            	
              9.

            	
              Party A or
      its legal representative (authorized representative), person in charge is
      or is going to be involved in a major lawsuit, arbitration, criminal case
      or other legal dispute;

            


    

    
      	
               
      

            	
              10.

            	
              Party A fails
      to deliver the interest according to the terms of a certain single
      business subcontract under this contract or repay the due principal and
      payables;

            


    

    
      	
               
      

            	
              11.

            	
              Party A fails
      to discharge the debt against any financial
  organizations;

            


    

    
      	
               
      

            	
              12.

            	
              Party A fails
      to obey the terms in this contract, or conducts any behavior in violation
      of any contracts signed with other organizations of Party B or Hangzhou
      Bank Co. Ltd.;

            


    

    
      	
               
      

            	
              13.

            	
              The
      guarantors of this contract fail to obey the terms in this contract, or
      violate any contracts signed with other organizations of Party B or
      Hangzhou Bank Co. Ltd.;

            


    

    
      	
               
      

            	
              14.

            	
              There is poor
      credit record of Party A in the credit database established or approved to
      be established by The People’s Bank of China, China Banking Regulatory
      Commission or China Association of
Banks;

            


    

    
      	
               
      

            	
              15.

            	
              There appears
      risks on the credit guarantee provided by Party A (including but not
      limited to the worsened financial conditions, decreased capability of
      fulfilling obligations, resetting major liabilities on the collateral
      guarantee without the consent of Party B, collateral guarantee being
      sealed up, and situations agreed in guarantee contract), and Party A fails
      to provide new guarantee meeting the needs of Party
  B;

            


    

    
      	
               
      

            	
              16.

            	
              Other
      situations occur to Party A, which affects its capability and sincerity of
      fulfilling its liabilities, or regarded by Party B as factors to influence
      the financial condition and fulfilling capability of Party
    A.

            


    

     

     

    
      	
              II.

            	
              Party B shall
      take one or all of the several measures if the above default events
      occur

            


    

    
      	
               
      

            	
              1.

            	
              Requiring
      Party A and/or its guarantor to correct the default events within a
      certain deadline;

            


    

    
      	
               
      

            	
              2.

            	
              Decreasing,
      ceasing or terminating the unused amount of credit wholly or
      partially,

            


    

    
      	
               
      

            	
              3.

            	
              Decreasing,
      ceasing or terminating the unissued amount of loan, Bank Discount
      Acceptance, confirming agent, guarantee, loan commitment, opening L/C,
      Import/export Bill Advance, financial packaging, forfeiting, etc. wholly
      or partially;

            


    

    
      	
               
      

            	
              4.

            	
              Announcing
      the unliquidated amount of credit and other payables wholly or partially
      to be due prematurely, and requiring Party A to discharge
      immediately;

            


    

    
      	
               
      

            	
              5.

            	
              Party A
      hereby irrevocably authorizes Party B to deduct the certain amount of each
      subcontract from any account of Party A in order to discharge the debt
      wholly or partially against Party B. The pending payables shall be
      regarded as due prematurely. If the account currency is different from the
      credit currency, the account shall be deducted according to the foreign
      exchange rate applicable to Party
B.

            


    

    
      	
               
      

            	
              6.

            	
              Exercising
      real right for security and/or requiring the guarantor to take
      liabilities;

            


    

    
      	
               
      

            	
              7.

            	
              Other
      measures Party B regards as necessary and
  possible.

            


    

     

    
      	
              III.

            	
              Within the
      line of credit, if there is any amount overdue or advances, Party B shall
      collect interest on the overdue
      credit since the overdue date according to overdue penalty rate. The
      penalty rate is executed as agreed in the single business
      contract.

            


    

    
      
      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              Provided that
      Party A uses this credit for the purposes other than those agreed in this
      contract, Party B shall collect interest as of the diverted credit since
      the diverted date according to diverted penalty rate. The diverted penalty
      rate is executed as agreed in the single business contract. 

                
                  In the case
      of the diverted overdue credit, interest shall be calculated and collected
      according to diverted penalty rate.

                

                With regards
      to the interest rate not delivered in time, compound
      interest shall be
      calculated and collected since the overdue interest
      date.

              

            


    

     

    
      	
              IV.

            	
              Party A shall
      be liable for all the expenses incurred by Party B in order to enforce
      Party B’s rights (including but not limited to notary fee, litigation fee,
      arbitration cost, legal fee, transfer fee, travel
    expenses).

            


    

     

    Article 8 Dispute
Resolution

    Any controversy and
dispute occurred during the execution of this contract shall be dealt with
through negotiation, or the two parties can institute legal proceedings in the
People’s Court at the place of Party B.

     

    Article 9
Validation of the Contract

    
      	
               
      

            	
              This contract
      shall become effective upon the signature and corporate chop of the legal
      representative (authorized representative), person in
    charge.

            


    

     

    
      	
              Article 10
      

            	
              The original
      copies of this Contract are in triplicate or more and each copy holds the
      same legal effect. Party A shall keep one copy, and Party B keeps two
      copies, and the guarantors, the registration organization and notarization
      organization, shall keep a copy properly if there are
  any.

            


    

     

    Article 11
Others

    
      	
              I.

            	
              All the
      documents related to this comprehensive financing line, such as credit
      application, single business contract, loan and certificate of
      indebtedness, credit voucher, and other documents and materials confirmed
      by both parties or required by Party B, constitutes a part of this
      contract and have the same legal
effect.

            


    

    
      	
              II.

            	
              Party A is
      not entitled to transfer any rights and liabilities specified in this
      contract to any other third party without the consent of Party B in
      written form.

            


    

    
      	
              III.

            	
              Provided that
      Party B needs to entrust the other organizations of Hangzhou Bank Co. Ltd
      to fulfill the rights and obligations specified in this contract because
      of business needs, or ask the other organizations of Hangzhou Bank Co. Ltd
      to take over and manage the credit business agreed in this contract, Party
      A shall approve it. The other organizations of Hangzhou Bank Co. Ltd
      authorized by Party B or asked to take over the credit business is
      entitled to enforce all of the rights of this contract, and institute
      legal proceedings in the People’s Court or apply for enforcement with
      regards to the disputes within the range of this
  contract.

            


    

    
      	
              IV.

            	
              Party A
      authorizes Party B to inquire the credit conditions of Party A in the
      Basic Data of Credit Information of The People’s Bank of China, or the
      credit database established upon the approval of the administrative
      department of credit investigation, or relative units, organizations,
      departments or individuals. The information inquired shall only be applied
      within the range of usage of Interim Measures for the Administration of
      the Basic Data of Credit Information issued by The People’s Bank of China
      or the other relative law and regulations. Party A agrees that Party B
      provides the Basic Data of Credit Information of The People’s Bank of
      China, or the credit database established upon the approval of the
      administrative department of credit investigation with the credit
      information of Party A.

            


    

    
      	
              V.

            	
              Unless agreed
      otherwise, the address specified in this contract by both parties shall be
      the mailing and contact address, and any notice delivered to the address
      shall be regarded as valid. Party A commits that any changes of the mail
      and contact address shall be notified to Party B in written
      form.

            


    

    
      	
              VI.

            	
              Please refer
      to Article 12 (4) for the other
agreements.

            


    

     

    Article 12
Explanation to the relative articles of this Contract

    (1) 
Explanation to Article 1

              
Party B agrees to provide Party A with a comprehensive financing line of RMB
43,750,000.00,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              As of the
      specific business, Party B is entitled to use other currencies. In the
      case of using other currencies, the credit amount shall be recorded as the
      currency specified in this contract according to the central parity issued
      by Party B in the current day of the transaction.

              Within the usage range of the comprehensive financing line,
      regarding the comprehensive financing credit Party A has paid off, Party B
      agrees to process it in the following way 1., and all the balancing
      amounts of each type of credit shall not exceed the total amount of
      comprehensive financing credit, and the unused amount of comprehensive
      financing credit within the term shall be cancelled automatically after
      the expiration date of this
contract.

            


    

    
      	
               
      

            	
              1.

            	
              Can be used
      in cycles, i.e., within the usage range of the comprehensive financing
      line, regarding the comprehensive financing credit Party A has paid off,
      Party B agrees to restore the corresponding amount of credit, and Party A
      shall use the credit repeatedly within the
  credit.

            


    

    
      	
               
      

            	
              2.

            	
              Cannot be
      used in cycles, i.e., within the usage range of the comprehensive
      financing line, regarding the comprehensive financing credit Party A has
      paid off, Party B does not restore the corresponding amount of credit, and
      Party A shall not use the credit repeatedly within the
    credit.

            


    

     

    
      	
              (2)

            	
              Explanation
      to Article 2

            


    

    
      	
               
      

            	
              The term of
      this comprehensive financing line is 12 months, i.e. from April
      6, 2009 to April
      6, 2010. During the term, the type, amount, and term of each time
      shall be negotiated and determined by both
  parties.

            


    

    
      	
               
      

            	
              The credit
      within the amount limit and term of this credit is not necessary to be
      cleared off by the expiration date of the credit. The specific date of
      each credit and overdue date shall be pursuant to the starting and
      finishing time of loan and certificate of indebtedness or other
      documents.

            


    

     

    
      	
              (3)

            	
              Explanation
      to Article 6

            


    

     Party B signs
the following contracts of Guarantee of Maximum Amount with guarantors, and
guarantors shall take the guarantee liabilities according to this contract and
corresponding contract of guarantee.

    
      	
               
      

            	
              1.

            	
              Guarantor
      Lei Xia signs the Contract
      of Guarantee of Maximum Amount No. 2009SC0000008414 with Party B
      in April 2009. 

            


    

    
      	
               
      

            	
              2.

            	
              Guarantor
      Dehai Li signs the Contract
      of Guarantee of Maximum Amount No. 2009SC0000008415 with Party B
      in April 2009. 

            


    

    
      	
               
      

            	
              3.

            	
              Guarantor
      Hanto
      Cui signs the Contract
      of Guarantee of Maximum Amount No. 2009SC0000008416 with Party B
      in April 2009. 

            


    

     

    
      	
              (4)

            	
              Explanation
      to Article 11

            


    

    
      	
               
      

            	
              □

            	
              No other
      agreements

            


    

    √ There are
agreements as following:

    
      	
               
      

            	
              1.

            	
              The total
      balance of each single business of this contract, after deducting the
      caution security provided by applicant, shall not exceed
      RMB35,000,000.00.

            


    

    
      	
               
      

            	
              2.

            	
              The credit
      types of this comprehensive financing line are: working capital loan,
      opening L/C and import bill advance business, in which the working capital
      loan shall not exceed RMB10,000,000.00 in order to pay import duty and
      import goods VAT. The interest rate on working capital loans shall be
      calculated to be no less than 1.10 times the base deposit interest rate
      for the corresponding terms and the corresponding brackets as announced by
      the People’s Bank of China. After delivering the loan, it shall be wired
      to the account specialized for duty settlement of Party A at China
      Construction Bank. The caution security for opening L/C shall not be less
      than 20% of the total amount of L/C; the term to open L/C and import bill
      advance business shall not exceed 120 days with the purpose to for pay for
      import goods.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Party A (Corporate chop): SinoHub
SCM Shenzhen Ltd.

     

    (Party A has read
through the above terms and fully understood the contents and agreed with Party
B.)

     

    Legal representative or authorized
agent (signature): /s/ Hantao
Cui

     

     

     

     

     

    Party B (Corporate Chop): Shenzhen
Branch, Bank of Hangzhou

     

     

     

    Legal representative or authorized
agent (signature): /s/
 Haobo
Wan 

     

                                                                                   
May 7, 2009