Exhibit
10.1

     

    SENIOR LOAN AGREEMENT

    
 

    BETWEEN

    


    DEG
- DEUTSCHE INVESTITIONS-

     

    UND
ENTWICKLUNGSGESELLSCHAFT MBH

    


    (hereinafter
"DEG")

    


    and

    


    SHANGHAI
BLESSFORD ALLOY CO., LTD.

    


    (hereinafter
the "BORROWER")

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      TABLE
OF CONTENTS

       

    

    
      
        
          	
                  Article
      1 DEFINITIONS AND INTERPRETATION

                	
                  4

                
	 
      	 
      
	
                  Article
      2 LOAN AMOUNT AND LOAN PURPOSE

                	
                  4

                
	 
      	 
      
	
                  Article
      3 CALL NOTICE AND DISBURSEMENT PROCEDURE

                	
                  5

                
	 
      	 
      
	
                  Article
      4 CONDITIONS PRECEDENT TO DISBURSEMENT

                	
                  5

                
	 
      	 
      
	
                  Article 5
    INTEREST

                	
                  7

                
	 
      	 
      
	
                  Article 6 FEES

                	
                  8

                
	 
      	 
      
	
                  Article 7
      REPAYMENT

                	
                  8

                
	 
      	 
      
	
                  Article
      8 PREPAYMENT

                	
                  9

                
	 
      	 
      
	
                  Article 9
      PAYMENTS

                	
                  9

                
	 
      	 
      
	
                  Article
      10 DELAYED PAYMENTS

                	
                  10

                
	 
      	 
      
	
                  Article
      11 NEGATIVE PLEDGE

                	
                  11

                
	 
      	 
      
	
                  Article 12
    SECURITY

                	
                  11

                
	 
      	 
      
	
                  Article 13
      INSURANCE

                	
                  11

                
	 
      	 
      
	
                  Article 14
    REPORTING

                	
                  12

                
	 
      	 
      
	
                  Article
      15 ENVIRONMENTAL SOCIAL & HEALTH
    COMPLIANCE

                	
                  14

                
	 
      	 
      
	
                  Article
      16 REPRESENTATIONS AND WARRANTIES

                	
                  15

                
	 
      	 
      
	
                  Article
      17 GENERAL COVENANTS

                	
                  17

                
	 
      	 
      
	
                  Article
      18 EVENTS OF DEFAULT

                	
                  19

                
	 
      	 
      
	
                  Article
      19 COSTS AND EXPENSES

                	
                  21

                
	 
      	 
      
	
                  Article
      20 GOVERNING LAW AND JURISDICTION

                	
                  21

                
	 
      	 
      
	
                  Article
      21 MISCELLANEOUS

                	
                  22

                


        

      

    

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    Schedules

     

    
      
        	
                1.

              	
                Definitions

              
	 
      	 
      
	
                2.

              	
                Project
      Description

              
	 
      	 
      
	
                3.

              	
                Call
      Notice

              
	 
      	 
      
	
                4.

              	
                Form
      of Letter to Auditors

              
	 
      	 
      
	
                5.

              	
                Form
      of Certificate of Incumbency and Authority

              
	 
      	 
      
	
                6.

              	
                Form
      of Letter to Process Agent

              
	 
      	 
      
	
                7.

              	
                Excluded
      Activities

              
	 
      	 
      
	
                8.

              	
                List
      of applicable IFC Performance Standards and World Bank Group EHS
      Guidelines

              


      

    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    
      
        LOAN
AGREEMENT

      

       

      The
BORROWER is a limited liability company incorporated and existing under the laws
of the People’s Republic of China (Reg. No. 0792698) having its registered
office at 123 Laodong Lu, 201809 Shanghai, People’s Republic of
China.

       

      The
BORROWER intends to expand its business activities by installing and
commissioning of a cold rolling mill and annealing Furnaces which requires an
investment of approximately USD 29,200,000.

       

      DEG is a
financial institution incorporated and existing as a limited liability company
under the laws of the Federal Republic of Germany (Reg.- No. HRB 1005, AG Köln)
having its registered office at Köln, Federal Republic of Germany.

       

      At the
BORROWER ́s request, DEG intends to participate in the financing of the Project
by means of a long-term loan. Therefore, the BORROWER and DEG enter into the
following Agreement:

       

      Article
1

      DEFINITIONS
AND INTERPRETATION

       

      
        	
                1.

              	
                In
      the context of this Agreement all capitalised terms shall have the
      meanings as set out in Schedule 1.

              


      

       

      
        	
                2.

              	
                Unless
      otherwise set forth, any reference to an Article or a Schedule is a
      reference to that Article or Schedule of this
  Agreement.

              


      

       

      
        	
                3.

              	
                The
      singular includes the plural and vice
versa.

              


      

       

      Article
2

      LOAN
AMOUNT AND LOAN PURPOSE

       

      
        	
                1.

              	
                DEG
      undertakes to lend the BORROWER an amount of up to USD 18,000,000 (in
      words: eighteen million United States Dollars) and the BORROWER accepts
      the Loan in accordance with the terms and conditions of this
      Agreement.

              


      

       

      
        	
                2.

              	
                The
      BORROWER shall apply the Loan exclusively to finance the Project in
      accordance with the Project Description as set out in Schedule
      2.

              


      

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Article
3

      CALL
NOTICE AND DISBURSEMENT PROCEDURE

       

      
        	
                1.

              	
                The
      Loan will be disbursed in the maximum number of three instalments of at
      least USD 5,000,000 (in words: five million Unites States Dollars)
      each (other than the last disbursement) according to the Project's
      requirements upon the receipt of a call notice by
  DEG.

              


      

       

      
        	
                2.

              	
                A
      call notice shall only be valid if

              


      

       

      
        	
                 
      

              	
                a)

              	
                all
      conditions precedent pursuant to Article 4 have been
      fulfilled,

              


      

       

      
        	
                 
      

              	
                b)

              	
                it
      is in the form of Schedule 3,

              


      

       

      
        	
                 
      

              	
                c)

              	
                it
      is received by DEG at least 10 Business Days prior to the requested date
      of disbursement.

              


      

       

      
        	
                3.

              	
                Upon
      each disbursement the BORROWER shall – if necessary - register the
      transfer of funds promptly with the relevant authorities and shall send
      DEG a confirmation of receipt together with copies of the registration and
      the bank statement showing the date and amount of the Loan
      received.

              


      

       

      
        	
                4.

              	
                DEG
      may suspend or terminate the right of the BORROWER to disbursements of the
      Loan if the first disbursement has not been made by 01 February 2010. The
      right of the BORROWER to disbursements of the Loan will terminate on 31
      December 2010.

              


      

       

      Article
4

      CONDITIONS
PRECEDENT TO DISBURSEMENT

       

      DEG shall
be obliged to disburse the Loan in accordance with Article 3 (Call Notice and Disbursement
Procedure) only if

       

      
        	
                1.

              	
                the
      total financing of the Project according to the Project Description
      (Schedule 2) has been secured, in
particular

              


      

       

      
        	
                 
      

              	
                a)

              	
                the
      BORROWER's share capital has been paid in full;
  and

              


      

       

      
        	
                 
      

              	
                b)

              	
                the
      Co-Lenders’ Loan Agreements have been committed to the satisfaction of DEG
      and DEG's Co-Lenders have confirmed their willingness to disburse pro rata
      and pari passu with DEG;

              


      

       

      
        	
                2.

              	
                the
      Finance Agreements and the Project Documents are in place, in form and
      substance satisfactory to DEG and shall have become unconditional and
      effective;

              


      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                3.

              	
                all
      Authorisations shall have been
obtained;

              


      

       

      
        	
                4.

              	
                the
      Security has been perfected and DEG has been supplied with documentary
      evidence thereof;

              


      

       

      
        	
                5.

              	
                a
      lawyer in the People’s Republic of China appointed by DEG has rendered a
      legal opinion to DEG's satisfaction on the following
    points:

              


      

       

      
        	
                 
      

              	
                a)

              	
                the
      legal validity of the BORROWER's establishment as a limited liability
      company,

              


      

       

      
        	
                 
      

              	
                b)

              	
                the
      legal validity of all provisions of this Agreement, its enforceability in
      the People’s Republic of China, and its admissibility as evidence; in
      particular the validity of Article 21
(10),

              


      

       

      
        	
                 
      

              	
                c)

              	
                the
      legal validity and enforceability of the Finance Agreements and the
      Project Documents,

              


      

       

      
        	
                 
      

              	
                d)

              	
                the
      existence or procurement of all
Authorisations,

              


      

       

      
        	
                 
      

              	
                e)

              	
                the
      perfection and enforceability of the
Security,

              


      

       

      
        	
                 
      

              	
                f)

              	
                unencumbered
      title of the BORROWER to its fixed assets and the possibility to
      create/register a charge in favour of DEG if and when
      required,

              


      

       

      
        	
                 
      

              	
                g)

              	
                any
      priority or privilege that any creditor may have by operation of
      law,

              


      

       

      
        	
                 
      

              	
                h)

              	
                the
      validity of the nomination of DEG as sole beneficiary/loss payee of the
      insurance claims to DEG according to Article 13
    (Insurance),

              


      

       

      
        	
                 
      

              	
                i)

              	
                any
      other legal requirement for the implementation of the Project and any
      other point which DEG may reasonably
request;

              


      

       

      
        	
                6.

              	
                evidence
      has been submitted to DEG of the BORROWER's compliance with its
      obligations under Article 13
(Insurance);

              


      

       

      
        	
                7.

              	
                evidence
      has been submitted to DEG of the BORROWER’s compliance with its
      obligations under Article 15 (Environmental Social & Health
      Compliance);

              


      

       

      
        	
                8.

              	
                the
      BORROWER is in compliance with Article 14 (Reporting), those reports
      specified in Article 14 (1), which are due at the time of disbursement, as
      well as the Auditors acceptance of being appointed and authorised to
      communicate directly with DEG (Schedule 4), have been received by
      DEG;

              


      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                9.

              	
                DEG
      has received financial statements of the BORROWER for the quarter dated
      31.December 2009;

              


      

       

      
        	
                10.

              	
                DEG
      has received satisfactory consolidated financial statements of the SPONSOR
      for the second quarter of the Financial Year
  2009/2010;

              


      

       

      
        	
                11.

              	
                evidence
      in writing has been submitted to DEG of the consent of the person
      authorised to receive service in accordance with Article 20 (3) and
      Schedule 6 (Form of
      Letter to the Process Agent) and DEG has received evidence of the
      payment of the fees to be paid to such process
  agent;

              


      

       

      
        	
                12.

              	
                DEG
      has received the Certificate of Incumbency in the form of Schedule 5 as
      well as (certified) copies of the identity cards of the persons authorized
      thereunder;

              


      

       

      
        	
                13.

              	
                all
      fees, costs and expenses due according to Article 6 (Fees) and Article 19
      (Costs and Expenses) have been paid;
and

              


      

       

      
        	
                14.

              	
                no
      Event of Default has occurred or is threatening to
  occur.

              


      

       

      Article
5

      INTEREST

       

      
        	
                1.

              	
                The
      BORROWER shall pay interest on the disbursed amount of the Loan at the six
      months USD LIBOR rate plus 4.5 % p.a. (in words: four point five per
      cent per annum). In respect of the first Interest Period for the first
      disbursement, such USD LIBOR rate shall apply, the period of which is
      closest in length to the duration of such Interest Period; in case the two
      periods differ equally from the Interest Period, the rate for the longer
      period shall apply. The USD LIBOR rate so determined shall similarly apply
      to any further disbursement until the end of the first Interest Period.
      For all disbursements after the first Interest Period such USD LIBOR rate
      shall apply which is determined at the beginning of the respective
      Interest Period.

              


      

       

      
        	
                2.

              	
                On
      each Interest Determination Date, DEG shall fix the applicable interest
      rate with reference to the respective interest rate applicable to the
      respective Interest Period rounded to 5 (five) decimal places quoted on
      Reuters' Screen LIBOR 01 Page at 11:00 a.m. London time. DEG shall
      promptly inform the BORROWER of the applicable interest rate. The interest
      rate thus established shall be binding on the BORROWER except in the event
      of manifest calculation or communication
error.

              


      

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                3.

              	
                If
      the respective LIBOR rates are not published on any Interest Determination
      Date, DEG shall inform the BORROWER promptly thereof and shall fix the
      interest rate with reference to interest rates quoted by three leading
      commercial banks active in the interbank market for United States Dollars
      in London selected by DEG after consultation with the
      BORROWER.

              


      

       

      
        	
                4.

              	
                Interest
      is calculated from the date disbursements are debited until the day
      immediately before repayments are credited to DEG's
    account.

              


      

       

      
        	
                5.

              	
                Interest
      is payable semi-annually in arrears on each Payment Date. Interest payable
      in respect of each calendar day shall be calculated by dividing annual
      interest due by 360.

              


      

       

      Article
6

      FEES

       

      
        	
                1.

              	
                The
      BORROWER shall pay a commitment fee on undisbursed Loan amounts of
      1 % p.a. (one per cent per annum), from the date of this
      Agreement.

              


      

       

      The
provisions of Article 5 (4) and (5) shall apply accordingly.

       

      
        	
                2.

              	
                The
      BORROWER shall pay a front-end-fee of USD 270,000 (in words: two hundred
      seventy thousand United States Dollars). A non-refundable amount of USD
      35,000 (in words: thirty five thousand United States Dollars) has already
      been paid. The outstanding amount of USD 235,000 (in words: two hundred
      thirty five thousand United States Dollars) is payable within 30 days of
      the date of this Agreement but in any event prior to the first
      disbursement of the Loan.

              


      

       

      
        	
                3.

              	
                In
      the event that DEG should demand immediate repayment of the Loan pursuant
      to Article 18, DEG may demand from the BORROWER 1 % (in words: one
      per cent) of the amount to be repaid, as compensation for all costs and
      expenses which DEG has incurred in connection with such repayment. The
      BORROWER shall be free to prove that no damage has arisen, or that damage
      has not arisen in the asserted amount. The right of DEG to claim further
      damages shall remain unaffected.

              


      

       

      
        	
                4.

              	
                The
      BORROWER shall pay a waiver-fee in the amount of USD 5,000 (in words: five
      thousand United States Dollars) per each waiver request and per each
      waiver granted by DEG.

              


      

       

      Article
7

      REPAYMENT

       

      
        	
                1.

              	
                The
      BORROWER shall repay the Loan as
follows:

              


      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    	
                            Payment
      Dates

                          	 	
                            Repayment Instalments in USD

                          	 
	
                            15
      December 2011

                          	 	 	1,800,000	 
	
                            15
      June 2012

                          	 	 	1,800,000	 
	
                            15
      December 2012

                          	 	 	1,800,000	 
	
                            15
      June 2013

                          	 	 	1,800,000	 
	
                            15
      December 2013

                          	 	 	1,800,000	 
	
                            15
      June 2014

                          	 	 	1,800,000	 
	
                            15
      December 2014

                          	 	 	1,800,000	 
	
                            15
      June 2015

                          	 	 	1,800,000	 
	
                            15
      December 2015

                          	 	 	1,800,000	 
	
                            15
      June 2016

                          	 	 	1,800,000	 


                  

                

              

            

          

        

      

       

      
        	
                2.

              	
                Undisbursed
      Loan amounts shall be set off against the Repayment Instalments in inverse
      order of their maturity.

              


      

       

      Article
8

      PREPAYMENT

       

      
        	
                1.

              	
                The
      BORROWER may prepay the whole or any part of the Loan amount on any
      Payment Date by giving not less than one month’s prior written notice to
      DEG. The prepaid amount shall be an amount of not less than one Repayment
      Instalment or a multiple thereof.

              


      

       

      
        	
                2.

              	
                Any
      notice of prepayment shall be irrevocable and shall specify the Payment
      Date upon which the prepayment is to be made and the amount of such
      prepayment.

              


      

       

      
        	
                3.

              	
                The
      BORROWER shall repay the indicated amount of the Loan and all accrued
      interest and any other fees and/or payments outstanding on the principal
      amount to be prepaid on the Payment Date following the notice under
      Article 8 (1).

              


      

       

      
        	
                4.

              	
                Repaid
      amounts under Article 8 (3) shall be set off against the Repayment
      Instalments in inverse order of maturity. The BORROWER may not request
      disbursements of any part of the amounts prepaid under this
      Agreement.

              


      

       

      Article
9

      PAYMENTS

       

      
        	
                1.

              	
                Payment
      obligations of the BORROWER pursuant to this Agreement will be satisfied
      only if and in so far as, after deduction of all costs and expenses, the
      respective amount is credited in United States Dollars by no later than
      11:00 a.m. EST on its due date to DEG's bank account (Citibank New York,
      3849-2573, swift code: CITI US 33 / ABA 02 10000 89 [Chips
      0008]), or such other account notified to the BORROWER not later than 7
      days prior to the respective obligation falling
  due.

              


      

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                2.

              	
                The
      set off of counterclaims against DEG's claims arising under this Agreement
      and the BORROWER's right to withhold payments is not permitted. This shall
      not apply to the set off of the BORROWER's claims that are undisputed or
      that have been adjudicated upon by way of a final and binding judgement
      against DEG.

              


      

       

      
        	
                3.

              	
                To
      the extent that any payment by the BORROWER is not sufficient to meet all
      due obligations, such payment shall be applied first against costs and
      expenses, then against interest and finally against principal amounts of
      the Loan outstanding.

              


      

       

      
        	
                4.

              	
                Should
      the BORROWER be compelled by legal regulation to make lesser payments than
      are due or payments in a currency other than that contracted, it shall be
      obliged to increase the payment to be made to DEG until the contracted sum
      has been reached and, in the case of payment in a currency not specified
      in this Agreement, shall be obliged to pay the difference between the
      contracted amount and the equivalent in USD of the amount paid converted
      at the same time.

              


      

       

      
        	
                5.

              	
                All
      payments to be made by the BORROWER to DEG pursuant to this Agreement
      shall be made free and clear of and without deduction or retention of any
      present or future tax liabilities, charges or official payments
      whatsoever, except where such deduction or retention is prescribed by law,
      in which case the sum payable by the BORROWER in respect of which such
      deduction or withholding is required to be made shall be increased to the
      extent necessary to ensure that, after the making of the required
      deduction or withholding, DEG receives and retains a net sum equal to the
      sum which it would have received and so retained had no such deduction or
      withholding been made or required to be
made.

              


      

       

      Article
10

      DELAYED
PAYMENTS

       

      
        	
                1.

              	
                If
      payments (other than those referred to in Article 10 (2)) are not made on
      their due date, additional interest of 2 % p.a. (in words: two per
      cent per annum) to the applicable interest hereunder, calculated from the
      due date to the actual date of payment, shall be payable. The additional
      interest shall be paid on the next following Payment
  Date.

              


      

       

      
        	
                2.

              	
                In
      the event that interest or fees due to DEG are not paid when due, the
      BORROWER shall pay to DEG damages in respect of all overdue amounts for
      the period from the due date thereof until the date on which the
      respective overdue amount has been received by DEG, calculated at the same
      rate as stipulated in Article 10 (1) above, provided that the BORROWER
      shall be free to prove that no damage has arisen, or that damage has not
      arisen in the asserted amount. The right of DEG to claim further damages
      shall remain unaffected.

              


      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                3.

              	
                The
      provisions of Article 5 (4) and (5) shall be applied accordingly to the
      calculation of interest and penalty payments in accordance with this
      Article. Article 18 and any claims for damages remain unaffected by the
      above.

              


      

       

      Article
11

      NEGATIVE
PLEDGE

       

      
        	
                1.

              	
                The
      BORROWER confirms that its assets are not encumbered by any mortgage,
      charge, pledge, right of retention or set off or any other priority or
      security right or interest.

              


      

       

      
        	
                2.

              	
                The
      BORROWER shall not encumber its assets or any part thereof without DEG's
      prior written consent.

              


      

       

      
        	
                3.

              	
                At
      DEG’s request, the BORROWER shall at any time during the term of this
      Agreement create and register in favour of DEG security(ies) over each of
      its assets as DEG may specify to cover upon enforcement the balance of the
      Loan then outstanding plus interest and other payment obligations due
      under this Agreement.

              


      

       

      Article
12

      SECURITY

       

      
        	
                1.

              	
                In
      order to secure the Loan, interest and other payment obligations arising
      under this Agreement, thereby including existing and future claims of DEG,
      the BORROWER shall:

              


      

       

      
        	
                 
      

              	
                a)

              	
                create
      and register a first ranking mortgage in an amount of USD 28,800,000 (in
      words: twenty eight million eight hundred thousand United States
      Dollars);

              


      

       

      
        	
                 
      

              	
                b)

              	
                undertakes
      to provide a First Demand Payment Guarantee from the
    Sponsor;

              


      

       

      
        	
                2.

              	
                If
      DEG is of the opinion that at any time during the term of this Agreement,
      the Security has become inadequate to cover the balance of the Loan then
      outstanding, DEG will be entitled to request from the BORROWER such
      additional security as may be acceptable to DEG to cover such
      deficiency.

              


      

       

      Article
13

      INSURANCE

       

      
        	
                1.

              	
                The
      BORROWER undertakes

              


      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                a)

              	
                to
      insure and to keep insured adequately and in compliance with sound
      business practice its present and future property, assets and business
      with insurers acceptable to DEG;

              


      

       

      
        	
                 
      

              	
                b)

              	
                to
      nominate DEG as beneficiary loss payee in the insurance policies, other
      than policies for third party liability
  insurance;

              


      

       

      
        	
                 
      

              	
                c)

              	
                to
      ensure that all premiums are paid on time and other obligations of the
      BORROWER under the insurance policies are duly complied
    with.

              


      

       

      
        	
                2.

              	
                DEG
      will not withhold its consent to the application of insurance proceeds up
      to an aggregate of EUR 250.000 (or its equivalent) made in compensation of
      loss or damage to the assets charged/encumbered in favour of DEG, to
      repair or replace those assets, and DEG will release such payments
      accordingly.

              


      

       

      
        	
                3.

              	
                DEG
      shall be entitled, at the BORROWER's expense, to take all measures
      necessary to ensure the insurance cover set out in Article 13 (1) if the
      BORROWER does not fulfil its obligations as set out
    therein.

              


      

       

      
        	
                4.

              	
                The
      BORROWER shall provide DEG with copies of any new or renewed insurance
      policy within two weeks of the effective date, and, within 60 days of the
      end of each Financial Year, with confirmation of each insurer or an
      independent insurance broker that the BORROWER is in compliance with its
      obligations under this Article.

              


      

       

      Article
14

      REPORTING

       

      
        	
                1.

              	
                The
      BORROWER undertakes to maintain adequate financial and cost accounting and
      control and reporting systems for the Project and the BORROWER’s
      operations in the English language and to submit the following reports to
      DEG in the English language:

              


      

       

      
        	
                 
      

              	
                a)

              	
                as
      soon as possible, but in any event not later than six months after the end
      of each Financial Year, annual accounts (balance sheet, profit and loss
      statement, statement of changes in the financial positions, notes to the
      financial statements) which are prepared in accordance with IAS or
      accounting principles generally accepted in the United States of America
      applied on a consistent basis, and which have been examined and audited by
      the Auditors in accordance with auditing standards generally accepted by
      international accounting firms;

              


      

       

      
        	
                 
      

              	
                b)

              	
                promptly
      after the end of project implementation, a completion report
      including;

              


      

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                c)

              	
                as
      soon as possible, but in no event later than six months after the end of
      each Financial Year, the annual Management Letter and a confirmation from
      the Auditors that the BORROWER is in compliance with its obligations set
      out in Article 17 (1)(e);

              


      

       

      
        	
                 
      

              	
                d)

              	
                quarterly
      unaudited interim results (balance sheet and profit and loss statement) as
      well as additional data as requested by DEG within sixty days of the end
      of the reporting period;

              


      

       

      
        	
                 
      

              	
                e)

              	
                at
      least 30 days before the start of each Financial Year, a running annual
      business plan including a detailed investment budget and forecast accounts
      for the following Financial Year;

              


      

       

      
        	
                 
      

              	
                f)

              	
                as
      soon as possible, but in any event not later than six months after the end
      of each Financial Year, an annual monitoring report by the BORROWER on its
      operations addressing the topics of sponsors and shareholding, country
      conditions and government policy, management and technology, corporate
      strategy, market, operating performance and financial
      condition.

              


      

       

      
        	
                 
      

              	
                g)

              	
                annually
      and not later than six months after the end of each Financial Year with
      the Annual Environmental and Social Monitoring Report on the BORROWER’s
      compliance with Article [ 14].

              


      

       

      
        	
                 
      

              	
                In
      case the Annual Environmental and Social Monitoring Report is not
      delivered to DEG when due or is not satisfactory to DEG, DEG may take
      measures to ob-tain an Annual Environmental and Social Monitoring Report.
      This report may, at the choice of DEG, be issued by an external social and
      environmental advisor or DEG’s internal social and environmental
      department. In any event the BORROWER shall reimburse DEG for all costs
      incurred in connection with the exercise of such right under this
      Article.

              


      

       

      
        	
                 
      

              	
                DEG
      may request reasonable variations in the frequency and content of such
      reports if the BORROWER's business performs
    unsatisfactorily.

              


      

       

      
        	
                2.

              	
                The
      BORROWER shall authorise the Auditors, in the form of Schedule 4, to
      provide DEG directly with information on the BORROWER’s commercial and
      financial position.

              


      

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                3.

              	
                The
      BORROWER shall notify DEG promptly of any legal action or any occurrence
      which may substantially and adversely affect the commercial or financial
      position of the BORROWER or the ability of the BORROWER to perform its
      obligations pursuant to this Agreement and of the occurrence or potential
      occurrence of any Event of Default.

              


      

       

      
        	
                4.

              	
                The
      BORROWER shall notify DEG promptly of any event having a direct or
      potential material adverse effect on environmental, occupational health
      & safety or labour issues, adjacent populations or that has attracted
      the adverse attention of outside parties, created adverse press reports or
      created potential liabilities, including any Environmental and Social
      Claim as well as any measures taken to mitigate or remedy the effects or
      cause of such event.

              


      

       

      
        	
                5.

              	
                In
      addition to DEG ́s right according to Article 17 (1)(c) DEG shall have the
      right to examine the BORROWER ́s utilisation of the Loan and its
      performance under this Agreement after having received the completion
      report referred to in Article 14
(1)(c).

              


      

       

      
        	
                6.

              	
                The
      BORROWER undertakes to promptly inform DEG of all amendments to its
      statutes, memorandum. articles which the law stipulates must be published,
      as well as all transactions which would entail a change in ownership
      relating to [10] % or more of its share capital or a change in its
      control, either directly or
indirectly.

              


      

       

      Article
15

      ENVIRONMENTAL
SOCIAL & HEALTH COMPLIANCE

       

      
        	
                1.

              	
                The
      BORROWER undertakes to ensure that it diligently designs, constructs,
      operates, maintains and monitors all of its plants, sites and equipment in
      a safe, efficient and business-like manner and shall at all times comply
      with

              


      

       

      
        	
                 
      

              	
                a)

              	
                all
      environmental, labour and other social laws (including international
      treaty obligations) applicable in any jurisdiction in which the BORROWER
      or any member of the Group conducts
business,

              


      

       

      
        	
                 
      

              	
                b)

              	
                any
      environmental and social permit, license, consent, approval and other
      authorisation necessary for the BORROWER or any member of the Group to
      conduct its business and to ensure that all such authorisations and
      approvals are valid, and

              


      

       

      
        	
                 
      

              	
                c)

              	
                the
      DEG Environmental and Social Standards, which materially encompass the IFC
      Performance Standards and the relevant local guidelines, and the terms and
      standards as set out in any ILO convention signed and ratified by the
      Country, as well as ILO Core Labour Standards as set out in ILO
      Declaration on Fundamental Principles and Rights at Work from 1998 and the
      Basic Terms and Conditions of Employment,
and

              


      

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                d)

              	
                the
      terms and standards as set out in any United Nations treaty, convention or
      covenant on human rights signed and ratified by the Country(ies) the
      BORROWER operates in.

              


      

       

      
        	
                2.

              	
                The
      BORROWER shall not (and the BORROWER shall ensure that no other member of
      the Group will) perform any of the excluded activities as listed in
      Schedule X (Excluded Activities).

              


      

       

      
        	
                3.

              	
                The
      BORROWER shall implement, maintain and continuously
    improve:

              


      

       

      
        	
                 
      

              	
                a)

              	
                an
      Environmental and Management System according to the principles of ISO
      14001 or equivalent industry standard until 31st June
  2012,

              


      

       

      
        	
                 
      

              	
                b)

              	
                an
      Occupational Health and Safety Management System according to the
      princi-ples of OHSAS 18001 or equivalent industry standard until 31st June
      2012,

              


      

       

      
        
          	
                	
                  c) 

                	
                  a
      Social Management System according to the principles of SA 8000 or
      equiva-lent standard until 31st June
2012.

                


        

      

       

      
        	
                 
      

              	
                d)

              	
                Implementation
      of corrective actions as recommended within the STR
    reports.

              


      

       

      
        	
                4.

              	
                The
      BORROWER shall

              


      

       

      
        	
                 
      

              	
                a)

              	
                appoint
      a member of the senior management to be responsible for environmental and
      social issues; and

              


      

       

      
        	
                 
      

              	
                b)

              	
                suitably
      train an environmental and / or a social
  manager.

              


      

       

      Article
16

      REPRESENTATIONS
AND WARRANTIES

       

      
        	
                1.

              	
                The
      BORROWER hereby represents and warrants to DEG that at the time of
      execution of this Agreement:

              


      

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                a)

              	
                the
      Shareholder is the legal and beneficial owner of 100 % of the issued
      share capital of the BORROWER and no other person has any actual or
      contingent right or option to subscribe for, purchase, otherwise acquire
      or require the transfer of any share (or any other interest in the share
      capital of the BORROWER) or any other commitment or claim of any nature in
      relation to any share (or any other interest in the share capital of the
      BORROWER); to the best of its knowledge and belief, and after making due
      enquiry, no material fund invested in the BORROWER’s issued share capital
      or used for the financing of the Project is of illicit origin nor related
      to drug trafficking, corruption, bribery, organised crime or terrorism and
      the BORROWER furthermore warrants to promptly inform DEG, if the BORROWER
      should at any time be informed of an illicit origin of any such
      fund;

              


      

       

      
        	
                 
      

              	
                b)

              	
                it
      is a company duly incorporated and validly existing under the laws of the
      People’s Republic of China and has the corporate power to conduct its
      business as presently conducted and as proposed to be conducted and to
      enter into this Agreement;

              


      

       

      
        	
                 
      

              	
                c)

              	
                it
      has the power to enter into, perform and deliver, and has taken all
      necessary action to authorise its entry into, performance and delivery of
      the Finance Agreements and the Project Documents to which it is a party
      and the transactions contemplated by those
  documents;

              


      

       

      
        	
                 
      

              	
                d)

              	
                the
      BORROWER's audited financial statements (balance sheet, profit and loss
      account, management report) as per 31st
      December, 2008 and unaudited financial statements as per 31st
      December 2009 are true and correct at the relevant dates and for the
      respective period covered and have been prepared in conformity with
      accounting principles generally accepted in United States of America;
      since the date of the latest of its financial statements, the BORROWER has
      not suffered any material adverse change in its business prospects nor,
      since such date has the BORROWER incurred any substantial or unusual loss
      or liability;

              


      

       

      
        	
                 
      

              	
                e)

              	
                all
      tax returns and reports of the BORROWER have been filed as required by law
      and all fees and other governmental charges payable by the BORROWER have
      been duly paid;

              


      

       

      
        	
                 
      

              	
                f)

              	
                the
      BORROWER is not engaged in or threatened by any litigation, the outcome of
      which might adversely affect its financial position or the implementation
      of the Project and the BORROWER is not in violation of any statute or
      regulation of any governmental
authority;

              


      

       

      
        	
                 
      

              	
                g)

              	
                the
      BORROWER has good title to all premises at which its business is carried
      on and has the right to all concessions, trade names, trade marks, patents
      and licence agreements necessary for the conduct of its business as now
      conducted and as intended to be
conducted;

              


      

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                h)

              	
                the
      BORROWER is not in breach of any
agreement;

              


      

       

      
        	
                 
      

              	
                i)

              	
                neither
      the conclusion of this Agreement nor the compliance with its terms will
      conflict with the terms of or require any consent under, any agreement or
      arrangement to which the BORROWER is a party or violate any of the terms
      of  the BORROWER's constitutional documents
  and

              


      

       

      
        	
                 
      

              	
                j)

              	
                neither
      the BORROWER, nor the Shareholder,  nor any affiliates, nor any
      person acting on its or their behalf, has committed or engaged in, with
      respect to the Project or any transaction contemplated by this Agreement,
      any Sanctionable Practice.

              


      

       

      
        	
                2.

              	
                The
      rights and remedies of DEG in relation to any misrepresentation or breach
      of warranty on the part of the BORROWER shall not be prejudiced by any
      investigation by or on behalf of DEG into the affairs of the
      BORROWER.

              


      

       

      
        	
                3.

              	
                Each
      of the representations set out in this Article 16 is made on the date of
      this Agreement, shall survive the execution hereof and the making of each
      disbursement hereunder and shall be deemed to be repeated, by reference to
      the then existing circumstances, by the BORROWER on each day so long as
      any amount is or may be outstanding
hereunder.

              


      

       

      Article
17

      GENERAL
COVENANTS

       

      
        	
                1.

              	
                Unless
      DEG otherwise agrees the BORROWER
shall:

              


      

       

      
        	
                 
      

              	
                a)

              	
                implement
      the Project and conduct its business activities in accordance with
      generally accepted principles of care, prudence and commercial practice as
      well as in conformity with sound engineering and technical practices and
      standards;

              


      

       

      
        	
                 
      

              	
                b)

              	
                obtain
      and maintain in full force and effect and comply with the terms of all
      necessary Authorisations;

              


      

       

      
        	
                 
      

              	
                c)

              	
                permit
      DEG's authorised representatives access to its business and works premises
      at any time during normal working hours upon reasonable notice, as well as
      to inspect and examine its financial records and all documents related to
      the Project if the BORROWER does not comply with any obligation under this
      Agreement or if DEG has reasonable grounds to believe that the performance
      of the BORROWER`s obligations pursuant to this Agreement is endangered; in
      such event the BORROWER shall reimburse DEG for all costs incurred in
      connection with the exercise of such inspection right (business class air
      fares and reasonable accommodation expenses for up to 5
    days);

              


      

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                d)

              	
                ensure
      that DEG’s claims under this Agreement are always serviced and secured at
      least equally with those of other long-term lenders and not prepay other
      loans;

              


      

       

      
        	
                 
      

              	
                e)

              	
                maintain
      at all times the following financial
ratios:

              


      

       

      -   Equity
Ratio: not less than 40 %

       

      -   Current
Ratio: not less than 1.2

       

      -   Debt
Service Coverage Ratio: not less than 1.2

       

      -   Interest
Bearing Debt / EBITDA not more than 3 times from 2012

       

      -   Equity
/ Fixed Assets minimum 130%

       

      
        	
                 
      

              	
                f)

              	
                notify
      DEG promptly of any legal action or any occurrence which may substantially
      and adversely affect the commercial or financial position of the BORROWER
      or the ability of the BORROWER to perform its obligations pursuant to this
      Agreement and of the occurrence or potential occurrence of any Event of
      Default;

              


      

       

      
        	
                2.

              	
                Unless
      DEG otherwise agrees the BORROWER shall
not

              


      

       

      
        	
                 
      

              	
                a)

              	
                change
      its purpose or its constitutional documents in a way which is inconsistent
      with this Agreement, nor merge or liquidate, nor acquire or dispose of
      shares in other companies exceeding 15 % (in words: fifteen per
      cent);

              


      

       

      
        	
                 
      

              	
                b)

              	
                sell,
      transfer or otherwise dispose its fixed
assets;

              


      

       

      
        	
                 
      

              	
                c)

              	
                assume
      liabilities, including contingent liabilities, other than as may be
      provided for in the Project Description, exceeding the aggregate of more
      than USD 20,000,000 (in words: twenty million United States Dollars) or
      the equivalent in RMB thereof;

              


      

       

      
        	
                 
      

              	
                d)

              	
                violate,
      amend or terminate the Finance Agreements and Project Documents nor
      provide any grounds for the termination
thereof;

              


      

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                e)

              	
                enter
      into or continue business relations with its shareholders, employees and
      associated companies except on proper commercial terms negotiated at arms’
      length;

              


      

       

      
        	
                 
      

              	
                f)

              	
                enter
      into or continue business relationships with specially designated
      nationals and blocked persons or entities maintained on the relevant lists
      by the European Union or Germany in relation to embargoes or the fight
      against terrorism;

              


      

       

      
        	
                 
      

              	
                g)

              	
                make
      any dividend or other capital distribution or payment on or in respect of
      any shareholder loan or advance as long as an Event of Default is
      subsisting or is threatening to
occur;

              


      

       

      
        	
                 
      

              	
                h)

              	
                enter
      into any partnership, profit-sharing or other similar arrangement whereby
      the BORROWER ́s income or profit can be shared with any other
      person;

              


      

       

      
        	
                 
      

              	
                i)

              	
                engage
      in (and shall not authorize or permit any affiliate or any other person
      acting on its behalf to engage in) with respect to the Project or any
      transaction contemplated by this Agreement, any Sanctionable
      Practice.  The BORROWER further covenants that should DEG notify
      the BORROWER of its concerns that there has been a violation of the
      provisions of this Article or of any Article of this Agreement, it shall
      cooperate in good faith with DEG and its representatives in determining
      whether such a violation has occurred, and shall respond promptly and in
      reasonable detail to any notice from DEG, and shall furnish documentary
      support for such response upon DEG's
request.

              


      

       

      Article
18

      EVENTS
OF DEFAULT

       

      
        	
                1.

              	
                Any
      of the following shall constitute an Event of
  Default:

              


      

       

      
        	
                 
      

              	
                a)

              	
                the
      BORROWER fails to pay any amount due under this Agreement or under any
      other agreement between the BORROWER and
DEG;

              


      

       

      
        	
                 
      

              	
                b)

              	
                the
      BORROWER is in default in the due performance of any of its other
      obligations under this Agreement and such default remains unremedied for
      30 days after written notice thereof has been given to the BORROWER by
      DEG;

              


      

       

      
        	
                 
      

              	
                c)

              	
                the
      BORROWER is in payment default in respect of any amount, in any currency,
      under any agreement with any party other than DEG or any of the BORROWER’s
      lenders declares a loan to the BORROWER immediately due and
      payable;

              


      

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                d)

              	
                the
      loan agreement between Raiffeisen and Shanghai Tourong is declared to be
      or otherwise becomes due and payable prior to its specified maturity as a
      result of an event of default or the collateral on the land use rights on
      the leased land of the BORROWER is threatened to be enforced or the lease
      contract between Shanghai Tuorong and the BORROWER is threatened to be
      changed or terminated;

              


      

       

      
        	
                 
      

              	
                d)

              	
                any
      representation or statement made or confirmed by the BORROWER or any
      Shareholder or Sponsor in or in connection with the Finance Agreements or
      Project Documents or any other document delivered by or on behalf of the
      BORROWER (including any call for disbursement) shall be found to have been
      incorrect or misleading in any material
respect;

              


      

       

      
        	
                 
      

              	
                e)

              	
                any
      insolvency, bankruptcy, liquidation, winding-up, receivership, execution,
      sequestration or similar process is initiated or enforced against the
      BORROWER or any Shareholder or Sponsor or a substantial part of its
      assets;

              


      

       

      
        	
                 
      

              	
                f)

              	
                any
      government or governmental authority shall have condemned, nationalised,
      assumed custody or control or otherwise expropriated all or any
      substantial part of the assets of the BORROWER or of its share capital or
      shall have taken any similar action that would prevent the BORROWER from
      carrying on its business;

              


      

       

      
        	
                 
      

              	
                g)

              	
                a
      Change of Control in the Borrower;

              


      

       

      
        	
                 
      

              	
                h)

              	
                the
      value or the enforceability of the Security is or is threatened to be
      materially affected and this has not been remedied according to Article 12
      (z) within a period of two months after written demand by
    DEG;

              


      

       

      
        	
                 
      

              	
                i)

              	
                any
      of the Finance Agreements, Project Documents and/or Authorizations have
      been found to be invalid or unenforceable or have been amended, terminated
      and/or violated without DEG’s prior written
  consent;

              


      

       

      
        	
                 
      

              	
                j)

              	
                any
      event occurs or circumstance arises or threatens to arise which, in the
      reasonable opinion of DEG, is likely to have a material adverse effect on
      the implementation of the Project, the conduct of the BORROWER’s business,
      or the performance of the BORROWER’s obligations under this Agreement or
      which restricts DEG’s rights under this
  Agreement.

              


      

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                2.

              	
                On
      and at any time after the occurrence of an Event of Default, DEG shall be
      entitled to cancel the total outstanding commitment of the Loan and/or to
      demand immediate repayment of the Loan or any part thereof together with
      accrued interest and other sums due by the BORROWER under this Agreement
      and/or to terminate this Agreement
promptly.

              


      

       

      Article
19

      COSTS
AND EXPENSES

       

      
        	
                1.

              	
                The
      BORROWER shall bear all costs, taxes, fees and other charges and expenses
      incurred in connection with the execution and implementation of this
      Agreement, including (without limitation) those with respect
      to

              


      

       

      
        	
                 
      

              	
                a)

              	
                all
      payments to be made under this
Agreement;

              


      

       

      
        	
                 
      

              	
                b)

              	
                the
      issuance of the legal opinion in accordance with Article 4
      (6);

              


      

       

      
        	
                 
      

              	
                c)

              	
                the
      creation, registration, enforcement and, if necessary, the cancellation of
      the Security; and

              


      

       

      
        	
                 
      

              	
                d)

              	
                the
      pursuance and enforcement of rights in connection with this
      Agreement.

              


      

       

      
        	
                2.

              	
                DEG
      shall have the right to pay any amount referred to in Article 19 (1) on
      behalf of the BORROWER. The expenses so paid by DEG shall be immediately
      reimbursed by the BORROWER upon demand by
DEG.

              


      

       

      Article
20

      GOVERNING
LAW AND JURISDICTION

       

      
        	
                1.

              	
                This
      Agreement shall be governed by and construed in accordance with the laws
      of the Federal Republic of Germany. If the English term and its legal
      meaning differs from the German term and its legal meaning in this
      Agreement, the German term and its legal meaning shall
      prevail.

              


      

       

      
        	
                2.

              	
                All
      legal disputes arising out of or in connection with this Agreement
      (including all legal dispute concerning the existence, validity,
      termination or consequence of invalidity of any Finance Agreements and
      Project Documents) shall be heard and finally settled by an arbitration
      panel established in accordance with the arbitration rules of the
      International Chamber of Commerce, Paris; the arbitration award rendered
      by such arbitration panel shall be final and binding upon the parties. The
      seat of the arbitration shall be Cologne and the language of the
      proceedings shall be English.

              


      

       

      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      
        	
                3.

              	
                The
      BORROWER appoints FIDEUROP GmbH , Westhafen Tower, Westhafenplatz 1, 60327
      Frankfurt a.M., Germany, Telefax: +49-69-756095-512  as its
      authorised recipient, which in this capacity shall be the recipient of all
      documents relating to any legal disputes or other legal proceedings
      arising from or in connection with this Agreement or any amendment
      thereof, in accordance with Schedule 6 (Form of Letter to the Process
      Agent). As long as this Agreement remains in force and any
      obligation pursuant hereto remains outstanding, the BORROWER shall
      maintain a duly appointed recipient for the receipt of service within the
      Federal Republic of Germany and shall notify DEG of the name and address
      thereof.

              


      

       

      Article
21

      MISCELLANEOUS

       

      
        	
                1.

              	
                All
      communications in connection with this Agreement shall be sent in writing
      in the English language to the parties at the following address or telefax
      number:

              


      

       

      For the
BORROWER:

       

      Shanghai
Blessford Alloy Co., Ltd.

      123
Laodong Lu

      201809
Shanghai

      People’s
Republic of China

      Telefax:
+86-21-5994-0382

       

      For DEG:

       

      DEG –
Deutsche Investitions- und Entwicklungsgesellschaft mbH

      Kämmergasse
22

      50676
Köln

      Federal
Republic of Germany

      Telefax:
+ 49-221- 4986-1290

       

      Each
party undertakes to notify the other party of any change of
address.

       

      
        	
                2.

              	
                The
      BORROWER will provide DEG with certified copies and, if requested by DEG,
      certified translations into the English language of all Authorisations and
      any other documents to be submitted according to this
      Agreement.

              


      

       

      
        	
                3.

              	
                All
      Schedules annexed hereto form an integral part of this
      Agreement.

              


      

       

      
        	
                4.

              	
                Any
      right or obligation under this Agreement may be transferred, provided,
      however, that any transfer by the BORROWER is subject to the prior written
      consent of DEG.

              


      

       

      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      
        	
                5. 
      

              	
                a)  

              	
                The
      BORROWER is aware that DEG is a wholly-owned subsidiary of Kreditanstalt
      für Wiederaufbau (“KfW“) and a member of the KfW Bankengruppe. The members
      of the KfW Bankengruppe are KfW, DEG, FuB - Finanzierungs- und
      Beratungsgesellschaft mbH, Berlin and such further entities as listed on
      the website of the KfW Bankengruppe (www.kfw.de).

              


      

       

      
        
          	
                	
                  b)  

                	
                  DEG
      shall be entitled to disclose confidential information (e.g. any data as
      to legal status, business and financial condition, privacy data, etc.) it
      receives in connection with this financing to any member of the KfW
      Bankengruppe at any given date. Since within the KfW Bankengruppe a
      central corporate risk management and a standardised controlling will be
      performed, it may be necessary to forward special client data and/or
      documents within KfW Bankengruppe. This client data and/or documents
      include:

                


        

      

       

      
        	
                 
      

              	
                ·

              	
                data
      provided by the client;

              


      

       

      
        	
                 
      

              	
                ·

              	
                documents
      and data developed by DEG relating to the
  client.

              


      

       

      
        	
              	
                     

              	
                The
      client data and/or documents will be forwarded exclusively to members of
      the KfW Bankengruppe and will not be made available to any person outside
      the KfW Bankengruppe. All members of the KfW Bankengruppe will treat any
      client data forwarded to them in compliance with the legal provisions as
      prescribed by the Federal Data Protection Law (“Bundesdatenschutzgesetz”)
      and the rules on banking secrecy.

              


      

       

      
        
          	
                	
                  c)  

                	
                  With
      reference to the above information under a) and b) the BORROWER hereby
      agrees to the transfer of client data within the KfW Bankengruppe for the
      purposes of central corporate risk management and standardised controlling
      and, to such extent, expressly release DEG from banking secrecy rules, the
      provisions of the Federal Data Protection Law (“Bundesdatensschutzgesetz”)
      and any separately concluded confidentiality
  agreement.

                


        

      

       

      
        
          	
                	
                  d)  

                	
                  If
      an entity ceases to be a member of the KfW Bankengruppe, DEG shall no
      longer be entitled to disclose information to the relative entity. The
      relative entity shall destroy or return the information disclosed to
      it.

                


        

      

       

      
        	
              	
                
                  e)  

                

              	
                
                  The
      disclosure by DEG may also be required or requested in order to fulfil
      legal, judicial or regulatory requirements. The BORROWER consents to any
      such disclosure.

                

              


      

       

      
        	
                6.

              	
                Any
      modification or amendment to this Agreement, including this provision,
      must be in writing.

              


      

       

      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      
        	
                7.

              	
                Should
      any provision of this Agreement be or become invalid or unenforceable for
      any reason, the validity of the remaining provisions shall not thereby be
      affected.

              


      

       

      
        	
                8.

              	
                In
      the event that any party does not exercise any right to which it is
      entitled under this Agreement, such omission shall not be considered to
      constitute a waiver of such right.

              


      

       

      
        	
                9.

              	
                This
      Agreement shall be effective upon the date of the last signature and shall
      remain effective as long as any amount is due to
  DEG.

              


      

       

      
        	
                10.

              	
                The
      limitation period for the BORROWER’s payment obligations under this
      Agreement shall be five years.

              


      

       

      Köln,
this 17 December 2009

       

      DEG –
DEUTSCHE INVESTITIONS- UND ENTWICKLUNGSGESELLSCHAFT MBH


       

      
        
          	
                         
      /signature/                                                          
      

                	
                         /signature/
      ______________________

                
	 
      	 
      
	
                  [By                                                                  
                 ]

                	
                  [By                                                         
                     ]

                


        

      

      


      Shanghai,
this 29 January 2010

       

      SHANGHAI
BLESSFORD ALLOY Co., LTD.

       

      
        
          	
                        
      /signature/                                                         
      

                	                                             
                                     
       
	 
      	 
      
	
                  [By                                                                        
          ]

                	
                  [By                                                     
                        ]

                


        

      

       

      
        
           


        

        
          24