Maximum Amount Loan
Agreement


 


Bank of Ningbo


 



    	 



    	 



    

 


Maximum Amount Loan Agreement


 


No. 07001EK 20120018


 


Lender: Bank of Ningbo, Shanghai Branch


 


Borrower: Shanghai Hailu Kunlun Hi-tech
Engineering Co.,Ltd


 


Whereas the Lender will enter into loan
business with the Borrower during the period which set in term 1.2 of this agreement and in order to ensure the security of Lender’s
creditor's rights, definite two parities’ rights and obligations, the Lender and the Borrower enter into this Agreement in
relation to the provision of relevant loan by the Lender to the Borrower.


 


Maximum Amount and Period


 


		1.1	The max loan amount is decided by the Lender which will be provided to borrower and allow the Borrower
to turnover. The max loan amount in this agreement only effective under this agreement. The same borrower can make several <Maximum
Amount Loan Agreement> with lender and meanwhile hold the several maximum amounts, each of the maximum amount loan agreement
is separate from the other. The same borrower can also enter into the <Maximum Amount Loan Agreement > and other credit business
agreement with the lender, each is separate from each other, except the special engagement made by both parities.



		1.2	The Lender agrees to provide the max amount
of RMB 4.5 million loan to the Borrower in the period of from 2012/01/09 to 2015/01/08, and based on the status
of applicant’s credit, the cash flow, guarantees, the Lender
has the right to provide the loan in once or several times. The drawdown for the loan during the period of above will not need
to set another new contract, but the maturity date of these drawdown can not exceed 2015/01/08. Please note that this term
have no effect on the Lender’s rights under term 3.3 of this Agreement.



		1.3	Both parties agree that although the max
amount is used to provide loan to the Borrower, with the approval of the Lender, the Borrower can take the max amount to do other
credit business, including but not limited to Bank acceptance, Bank
Guarantee, L&C and so on. The detail rights and obligation
will be clarified in the other business agreement signed by both parties, including but not limited to <Bank acceptance agreement
><Bank guarantee contract><L&C Agreement> <Import Financing contract> and so on.



		1.4	Both parties agree that the Lender has the rights to adjust the max amount under this loan agreement
according to the Borrower’s status of Credit, Cash flow, Guarantees etc. The adjustment will not be approved by the Borrower,
and there is no need to provide the explanation to the Borrower. It should have its effect once the decision made by the Lender.



 



    	 



    	 



    

 


		1.5	The notice of the adjustment of max amount will delivered to the Borrower by the ways agreed in this
agreement by the Lender. Please note that the Lender has no legal obligation for the delivery. If there is any reason that resulted
the Borrower has not received the notice on time, or does not receive the notice, then there is no effect on the adjustment of
the max amount and the Lender has no any legal responsibility for this.



		1.6	During the period of the agreement, the detail currency, amount, time, interest rate and method of
repayment should base on the related due bills (including the electronic bank, the due bills of electronic bank), the Borrower
has no objection. The due bills are the integral components of this agreement.



		1.7	If the max amount of loan is decreased, which lead to the unliquidated debt is above the max amount,
then the Borrower’s debt should as the same as the amount that un-repaid by the Borrower.



 


Conditions of Loan


 


2.1 The period for the Borrower to fulfill
obligation should be decided by each specified transaction separately which agreed by two parties.


 


2.2
The interest should calculate from the date which the money has been transferred into the appointed bank account. Rate
per month= rate per year/12, rate per day = rate per year/360.


 


2.3 During the period of this agreement, the
interest rate of each loan should base on the rate the Lender provides. The lender has the rights to adjust the interest rate according
to it’s actual business situations and there is no need to notice the borrower in advance.


 


Before the loan provided, if the adjustment
of loan interest rate of The People's Bank of China is apply to the loan under this agreement, then should adjust the same interest
rate of this agreement and use the new interest rate; but for the loan which has provided, the interest rate should base on the
due bills and should adjust as following:


 


The time period of loan is less than one year,
the loan interest rate should adjust with method (1)


		(1)	Go on carrying out the original interest rate of related due bills , no sectional interest accrual



 


2.4 The settlement of interests under this
agreement should be by quarter, the interest settlement date should be the 20th of last month of each quarter. Payment
date shall be the next day to the interest settlement date and all the interest should be paid to the Lender with principal when
the term of the loan.


 


2.5 Drawdown


Except the whole or the part which the Lender
gives up, the borrower should meet blow requirements or else the Lender has the rights to reject the drawdown application


2.5.1 The Borrower is legally existing, and
takes the promise made in this agreement


 



    	 



    	 



    

 


2.5.2 Both of the agreement and the guarantee
agreement are in effect


2.5.3 The Borrower has fully filled the obligations
under this agreement and there is no default event under this agreement


2.5.4 The Borrower has prepared the documents
per the Lender’s requirement


2.6 Payment of the loan


The payment of the loan under this agreement
is set in two ways : one is the Lender entrusted payment and the other is Borrower payment.


 


Lender entrusted payment means the Lender
according to the Borrower’s drawdown application, provide the money to the transaction party based through the Borrower’s
account


 


Borrower payment means the Borrower receives
the loan in it’s bank account and then pay the money to the transaction party


 


2.6.1 The Borrower agrees that the Lender
can decide the loan payment method according to documents provided by the Borrower and related law


 


2.6.2 The borrower agrees that under the Lender
entrusted payment situation, the Lender provides the loan into the borrower’s account and transfers the money to transaction
party through the Borrower’s account


 


When
the loan is on the Borrower’s account, the Borrower can not withdraw these payments and during this period, if the payment
has the compulsive measures but not limited to freeze, deduct etc,
then the borrower should take the responsibility for that and also afford the repayment obligation


 


2.6.3 Whether the Lender entrusted payment
or the Borrower payment , it should be regarded as the successful drawdown once the payment is into the borrower’s named
account. After that, the Borrower should take the repayment obligation under this agreement


 


2.6.4
If use the lender entrusted payment, the borrower should prepare the business contract related to the loan usage per lender’s
requirement. The lender checks and agrees to do the money lending obligation. Or else the lender has the rights to refuse. If use
the borrower payment, the borrower should report the loan usage after money lending three month and also needs to provide the use
record and document. Borrower also needs to prepare the related account information, payment
document for lender’s checking or the lender has the rights which defined in the term 3.3 under this agreement


 


2.6.5 If Borrower payment is applicable, the
lender agrees the borrower to go to the lender’s counter or the Web bank, or the other methods which the lender agrees to
do the drawdown process. The borrower agrees to draw the loan according to the lender’s requirement.


 



    	 



    	 



    

 


2.7 Capital collecting account


The borrower should set
the special capital collecting account, which number is 70010122001528535 in the lender’s bank and provide the account status
to the lender. The lender has the rights to get the loan back in advance per the capital collecting status of the Borrower


 


2.8 Repayment account


The
borrower should set the special repayment account, which number is 70010122001528535 in the lender’s bank and pay enough
principal and interest in this account and authorize the lender to deduct in the account; if there is any unpaid principal and
interest of borrower, then he should pay into the account on time and authorize the lender can deduct the money at anytime. If
the interest rate is adjusted by the people's Bank of China, the borrower should pay the enough money into the account or the Borrower
will afford all the consequences, which has no relationship with lender. If the repayment account has the loss report, freezes,
settle up or the borrower needs to change the repayment account, the borrower
should do the account change procedure. If there is no enough money before the changing account, the borrower should go to the
counter. If the borrower can not do the modification of account or pay all the loan off on time, then the borrower should take
the responsibility of default.


 


2.9 Annual fees


2.9.1 The annual fee is collect by year. The
first collect date is the effective date of the max amount loan or the adjustment date. The later collect date shall be the match
date of the first collect date .Whatever reason, which lead the loan period is less than one year ,the paid annual fee will not
return by the Lender.


2.9.2 The borrower authorizes the lender to
deduct the annual fee in the opened account of the Borrower.


 


Rights and obligations of Lender


 


3.1 the lender has the rights to recovery
the loan principal and interest in advance according to this agreement or related due bills


 


3.2
the lender has the rights to know borrower’s operation status, financial
affairs, storage and the usage status of loan ,and also has the rights to check ,print ,record or use these basis information and
report through credit investigation system or the other system


 


3.3
if there is any event as following ,the Lender has the rights to announce all the credit acceleration
of maturity ,including but not limited to loan ,cash ,bank acceptance etc. and also has the rights to (1) reduce or cancel the
max loan amount in the agreement (2) terminate all the related contract ,agreement including but not limited to this agreement
(3) stop providing the new loan and announce to recovery all the loan principal and interest in advance (4) deduct all the loan
principal and interest from the borrower’s account(5) need borrower’s supplement for guarantee (6) bring a suit before
a people's court.(7) other Asset keeping measures. And meanwhile all the branches of bank of Ningbo also have the rights above.


 



    	 



    	 



    

 


		(1)	There is production halts, production breaking
, dissolution, cancellation
of registration, declare bankruptcy, business license revoked



		(2)	The borrower hides the important affair or provide the false document ,status or provide the false
report forms、warrant to the lender



		(3)	The borrower can not repay the principal and interest on time



		(4)	The borrower use the loan not according to this agreement



		(5)	The borrower does not fulfill obligation which set with lender or the third party



		(6)	The borrower disposal
any asset before repay the money to the lender ,which will has the effect on its ability for repayment



		(7)	The credit decreases ,or there is any difficult on the borrower’s operation, cause temporary
trouble in financing status



		(8)	The borrower does not repay the loan according to the engaged ways



		(9)	There is any economic dispute, or seizing assets, etc.



		(10)	The borrower is indicted due to break laws and commit crime or the legal person is keep in custody
, arrested , indicted or condemn



		(11)	The borrower does not fulfill any one of obligation under this contract or break any promise during
the contract



		(12)	guarantee contract lose effectiveness or the guarantee ability decrease



		(13)	The guarantee person breaks the promise



		(14)	Besides above, another issues which has the bad effect to the repayment of the borrower.



The lender has the rights to determine
above situations independently.


 


3.4 During the process of repay loan, the
lender has the rights to do below followings (1) change the Borrower payment into entrusted payment (2) stop to provide the loan
and payment (3) discuss the supplemental loan and payment conditions with the borrower


 


		(1)	The credit of borrower has decreased



		(2)	The profit ability of borrower’s business is not strong



		(3)	There is any strange during the borrower’s usage



 


3.5
If the borrower can not repay the loan principal and interest, compound
interest, default interest and other debt, the lender has the rights
to deduct the apply amount from the borrower’s account in the bank of Ningbo. If lender needs to deduct the fixed deposit
which doesn’t become due, then lender will take all in advance and calculate per the current interest rate on the taking
date. If the lender needs to take part of money, the taken part needs to calculate per the current interest rate on the taking
date, and the left part will be calculated per the current interest rate of the opening fixed deposit date. The borrower should
afford the interest loss.


 



    	 



    	 



    

 


3.6
If there is any default of the borrower under this agreement or escape
the lender’s inspection or there is any false important undertakings provided by borrower. The lender has the rights to disclose
the default information and send the information to the collection Institution or report to the related department. Meanwhile,
the lender has the rights to ascertain where the responsibility lies of borrower per the related law and regulations


 


3.7 The lender has the rights to join the
actives of borrower’s, such as financing, assets sales, liquidate and so on


 


3.8 Borrowers and mortgage person should make
the mortgage registration according to the law, property insurance, legal procedures, and the guarantees based on the requirements
of lenders, insurance remains in force, the lender has the right to request to become first person requesting insurance, and get
a copy of the relevant insurance contracts or insurance document, otherwise the lender has the right to refuse to provide loans
under this contract


 


3.9 The lender has the right to require the
borrower loan accounts in a timely manner


 


3.10 Under the fulfill of the obligation of
this agreement and the security contract by the Borrower and Guarantor, the Lender should provide the loan to the Borrower in accordance
with this agreement


 


Borrower commitments


 


4.1 The Borrower provides the truly, completed,
effect material


4.2 Coordinate with the lender for the management
of loan repayment and related examination


4.3 The Borrower shall not use the loan in
the investment or the other areas that are forbidden by laws and regulation. The Borrower shall not divide the payment into several
pieces to avoid the entrusted payment by Lender


4.4 The borrower promises to fulfill the obligation
under this agreement


 


Rights and obligations of borrower


 


5.1 The borrower has the rights to get and
use the loan according to the agreement


5.2 The borrower needs to repay the principal,
interest, compound
interest, default
interest, legal cost, execution fees, lawyer fee, travelling
costs and so on, and hereto authorize the Lender has the rights to deduct these expense according to term 3.5 of this agreement,
un-revoked


5.3 The borrower should use the loan according
to the agreement, no misappropriate and embezzle


5.4 The borrower should provide lender the
true and completed financial statement, and the other related information, and the Borrower should cooperate with lender for checking
its operation, financial status, storage and the usage of the loan


 



    	 



    	 



    

 


5.5 if the borrower has the leasing, shareholding
reform, joint
operation, merge,
joint venture,
asset transfer, suspend business to bring up to standard, bankrupt
which has the effect on the loan relationship of the lender . The borrower should notice the lender in written before these above
activity in 30 days advance and practicable its loan obligations. If there is no agreement of lender, the borrower can not take
above activity.


5.6 if there is any affair which does have
the big effect on the lender’s activity, the borrower should notice the lender in written in 3 days and practicable the repayment


5.7 if there is any guarantee of borrower
for the third party, which may has the effect on the repayment ability of borrower ,then borrower should notice the lender in written
and get the approval of lender


5.8 The borrower cannot transfer
financial resources,
Low-cost disposal, Donating assets or share transfer which will evade lender’s debts or weaken its repay ability


5.9 If there is any changing for borrower’s
name, legal representative , legal address, operation area, contact address, contact number , then the borrower should give the
written notice with other certificate to the lender in 5 days or the borrower should take the responsibility for all the consequence.


5.10 if there is any stop
production, ; cancellation of registration, bankrupt and other
situation for the guarantor under this contract ,which lead to weaken the part or all the guarantee ability , or there is any reducing
for the mortgage , the borrower should provide the other guarantee to the lender in 10 days


5.11 The borrower has the obligation to cooperate
the account checking with the lender


5.12
the borrower should afford the related lawyer fee , insurance fee, transport fee , register
fee, evaluation fee , guarantee
fee and other fee under this contract


5.13 The borrower should sign and return back
these Collection letters from lender through post at once or send the receipt to lender in 3 days


 


Guarantee


The guarantee contract under this agreement
is signed by lender and the guarantor, the NO. is 270018920120019 and 070010920120020


 


Breach of the agreement


 


7.1 After the agreement takes into effect,
both parties should take its Obligations and commitments, if there is any liability for breach of contract by any party, then the
party should undertake the corresponding responsibility and make
compensation for the other party


7.2 If there is any breach of contract for
lender, which leads to the loss of borrower, then the lender should make compensation for the borrower . The compensation area
should be direct losses, not include indirect losses and expected loss


7.3 If the loans is due (including the in
advance ), the borrower can not repay the principal and
interest, then from the overdue date , the lender will charge
the borrower the day interest rate and 50% floating up of the day interest rate for the default
interest per the actual days


 



    	 



    	 



    

 


7.4 If the borrower use the loan but not according
the description in the agreement, the lender has the rights to charge the borrower the day interest rate and 80% floating up of
the day interest rate for the default interest per the actual days


7.5 The lender has the rights to charge the
borrower with compound interest
if the borrower does not pay the interest on time. In the loan period, the lender will calculate compound
interest in appointed interest rate ; if the loan is due or
the borrower uses the loan but not according the description in the agreement, then the lender will calculate the compound interest
in the default interest
rate


7.6 If the loan interest rate needs to adjust,
the overdue interest rate and compound interest will adjust itself according to the term 7.3, 7.4 under this agreement.


7.7 If the borrower hides the important fact
or provide the false information ,situation on purpose,
the lender has the rights to charge the borrower the 10% liquidated damages of the max loan credit


 


7.8 The borrower should undertake the fee
which the lender fulfill its creditor's rights,including
but not limited to legal cost , arbitration fees, execution fees ,lawyer fee, travelling cost and other fee


 


7.9 If the borrower breaches this agreement
or the guarantor breach its obligation , the borrower should undertake above obligation. And the lender has the rights to define
that all the credit are due in advance and has the rights to do all the measures in the term 3.3


 


Effective, changing, transfer, terminate
and discharge of the contract


 


8.1 The agreement takes effect from here under
signing, and term on the date that all the credit from the lender has been repaid, and the term 1.2 has been met.


 


8.3 If the borrower break any term of this
agreement, the lender has the rights to recovery the principal
and interest
and get the compensation from the borrower , it also has the rights to terminate this agreement .


 


8.4 If there is any need for the lender to
terminate the agreement, the lender has the rights to terminate the contract from one-sided and no need to get the agreement of
borrower. If the decision make then the contract will lose effective


 


8.5 The lender could notice the decision of
release this agreement to the Borrower through any contact way defined in this agreement, but it is not the lender’s obligation.
If there is any situation for the notice cannot arrive on time or the notice does not arrive, then it do not affect the terminating
this agreement , and the lender does not need to undertake any legal liability


 


8.6 After the agreement takes effect, any
party can not take the
liberty to change or terminate the contract except the terms
which has been. If there is any need for changing and terminating of the contract, it should come into a written agreement after
negotiation. Before the written agreement, the terms of the contract are still effective


 



    	 



    	 



    

 


8.7 If the agreement is ineffective, terminate,
for the loan that happened before, both parties’ should also fulfill the corresponding obligation to each other


 


8.8 It is no need for the lender to get the
agreement of the borrower to transfer the rights of the agreement to the third party. The transfer notice can be in written or
in the public notice


8.9 The borrower can not transfer its obligation
under this agreement to a third party without the agreement of lender.


 


Settlement of Disputes


 


9.1 If there is any disputes of this agreement
, both parties can have the negotiation, if failed , then they can bring a suit in a people's court where is the local of contract
signing


 


9.2 During the period of negotiation and sue,
these terms which has no disputes should still keep effect and both parties should fulfill obligation. Any party can not take the
excuse of
there is a dispute and not to fulfill its obligation


 


Other items


 


10.1 if there is any invalid or any cancel
of the terms under this agreement, which will not have the effect on the other terms, then the other terms still keep effective


 


10.2 the lender sends the notice to the address
as below is deemed as the borrower get the notice in 3 days unless the borrower notice lender the changing of its address


 


Borrower contact phone : 20281866 fax 20282378


Contact address Building #26, No.1388 Zhangdong
Road


 


10.3 The headline of this contract is only
for reference, and not consist the part of this contract. Any terms of this contract can not have its meanings from the headline.


 


10.4 If any party requires the notarization,
then it needs both parties to ask for the notarization together and clear the effect of compulsory
execution. Borrower affords the notarial charge. If the borrower
does not undertake its obligation of this agreement, the lender has the rights to ask the people’s court to carry out.


 


10.5 If there is any changing of law ,rules
and policy ,which leads the contract can not completely fulfilled
, the lender does not need to take the responsibility


 


10.6 Any unaccomplished matter should do with
laws, provision of People's Bank
of China,
China Banking Regulatory Commission


 



    	 



    	 



    

 


11 This agreement is in 3 duplicate, each
one has the same legal validity


 


12 This agreement, the supplemental, the application,
the certificate and so on consist the completeness of this agreement . Above part which can be the paper, Electronic Methods or
the other method which lender approved to set out


 


13.
Statement and notice


The lender has reminded borrowers to pay fully
understanding to all the statements , especially the bold letters and also made the necessary explanation to the borrower. Both
parties have the fully understanding to the meaning and the legal consequence of the terms in this contract


Meanwhile the borrower claims that he has
made the special attention to the disadvantageous terms and accepts that.


 


Signature page


 


Lender (seal): Bank of Ningbo ,Shanghai
branch 


Person-in-charge/authorized representative:
          Shi Daoming           


 


Borrower (seal):_Shanghai Hailu Kunlun
Hi-tech engineering Co.,Ltd 


Legal representative/authorized representative:
Wu Qinghuan


 


Date:            2012-1-09