Contract No 2012-00132


 


Integration Credit agreement


 


China Citic Bank


 



    	 



    	 



    

 


Integration Credit agreement


 


Borrower: CER Energy Recovery (Yangzhou)
Co.,Ltd (hereafter refer to Party A)


Address: No.100 Zhongjiang Road, Yizheng
Automobile Industry Park, Yangzhou


Zip: 211400


Tel: 85716661


Legal representative: Wu Qinghuan


 


Lender: China Citic Bank, Yangzhou Branch


Address no.171, weiyang road, Yangzhou


Zip: 225009


Tel : 87890559


Legal representative: Xu Yong


 


Signing address: Yangzhou


Date: 3/30/2012


 


Party A and Party B enter into this contract
based on the honesty and credibility, with the principles of equality, voluntariness according to “The Law of Commercial
Banks of the People's Republic of China" and “Contract Law of the People's Republic of China”


 


Definition


 


In this contract, below terminology has
following meanings except the meanings are expressly agreed in the context.


 


“Integration credit “ The
credits which Party B provides Party A as following : RMB or foreign currency working capital loan , Bank acceptance, note
discount, letter of credit, backward letter , documentary bills or the other business which Party B agrees “Integration
Credit amount” the max credit which Party B can provide Party A “Credit balance” the amount of credit and
debt. Among which, in the bank acceptance, that means the amount of opened acceptance and un-paid acceptance. In the letter
of credit, that means the amount of opened credit letter and un-paid credit letter; in the backward letter, that means the
amount of opened backward letter and un-paid backward letter.


 



    	 



    	 



    

 


 


Species and credit amount


 


2.1 The amount that Party A can apply for
the credit during the period of contract from Party B is RMB 20,000,000.00


 


2.2 The credit amount under this contract
can be used in following: loan, bank acceptance, note discount, letter of credit, backward letter, documentary bills or the other
business which Party B agrees


 


2.3 The kinds,
credit amount, deadline, usage which Party A applies for should according to the contract.
Party B only has the responsibility for giving credit under the fixed terms of the contract 


  


Use of the credit amount


 


3.1 The use period of credit amount under
this contract is 2 years. Form 2012-03-30 to 2014-03-30


 


3.2 During the period in this contract, Party
A can apply for the credit once or several times in written.


 


When party A applies for the credit, Party
A should write the kinds, deadline, amount and so on clearly. Party B will enter into the specified business contract or other
legal documents with Party A when Party B thinks the requirements of this contract are met.


 


3.3 Whenever Party A uses the credit, it should
not exceed the credit amount. During the period of credit, for the repaid credit of Party A, Party B agrees to do with the credit
amount as following


 


The repaid credit can be used in circle .That
means under the term 2 of the contract, the debt which Party A has repaid Party B during the period of contract , for the repaid
part , Party B should restore Party A’s credit amount and Party A can re-use the credit.


 


3.4 The service fee charged by Party B in
bank acceptance, note discount, letter of credit, backward letter, should be engaged in each specified business contract


 


3.5 If there is any different between the
detail business contract and this contract, then should according to the detail business contract


 



    	 



    	 



    

 





3.6 When Party A applies for the credit, Party
B should enter into the detail business contract with Party A if Party A meets the requirement of credit.





 


Party A’s
representations and warranties


 


4.1 Party A is a company which complies with
the laws and regulations of the People's Republic of China and has the civil rights and capacity for action. And Party A has got
all the necessary ratification and authorization under this contract


 


4.2 Party A guarantees that Party A will use
the credit according to the law and the terms of this contract


 


4.3 Party A
guarantees that the financial statement and other information which required by Party B will send to Party B on time, and these
documents, information should be true, accuracy, complete, legal and effective


 


Party A’s rights and obligations


  


5.1 During
the effect period of credit, if there is any material change of Party A’s operation, including but not limited to transfer
shares, merger, division, joint
venture, cooperation, joint-operation etc. which may
cause an adverse impact on Party B's rights and interests, Party A should notice Party B in 30 days advance and fulfill
the repay and provide the guarantee which agreed by Party B 


 


5.2 If the transfer or the rent part is the
most assets of Party A’s , then Party A should notice Party B in written in 30 days advance and should get the written approval
of Party B


 


5.3 If any affairs occur which will cause
adverse effect on fulfill of this contract, including but not limited to lawsuit, arbitration, penalty, shutout, bankrupt, financial
circs become worse etc. Party A should notice Party B from that day in 3 days


 


5.4 If there is any lawsuit, arbitration,
penalty, shutout, bankrupt, financial circs become worse etc. for the guarantor, then Party A should provide the new guarantee
to Party B


 


5.5 Without the written approval of Party
B, Party A can not transfer part or whole debt to the third party that under this contract


 



    	 



    	 



    

  


5.6 Party A
promises to repay the principal and interest on time and the related payable due under this contract. If the payment is default
by Party A, including but not limited to the loan principal, interest, default interest, Party
B has the rights to deduct these fee from the Party B’s account without Party B’s permission. If the currency of the
account is different from the currency of business, then will calculate per the Conversion rate that Pary B announces on that day


 


5.7 During the effect period , if there is
any change of legal representative, project Manager, address, phone, fax and so on of Party A, Party A should inform Party B in
7 days in written from that day


 


Party B’s rights and obligations


 


6.1 Party B has the rights to decide whether
Party B will enter into detail business contract with Party A according to Party B’s internal administrative provisions and
also Party B has the rights to examine and check the fulfill status of each detail business at any time


 


6.2 When Party A applies for the credit, Party
B should agree to enter into the detail agreement with Party A if Party A meets the requirement of Party B’s bank


 


6.3 If Party B does not exercise or delay
exercise the rights under this contract that does not mean Party B gives up its right and it should not become the hindrance when
Party B wants to exercise it


 


6.4 Party B should keep secret with the documents,
information of Party A, except these required to be disclosed by law


 


Guarantee


 


7.1 In order to ensure the debt can be repaid,
the guarantee method is as following


 


The guarantor Jiangsu SOPO Co.,Ltd entered
into the Max Amount Guarantee Contract with Party B ,which number is 2012-00054; the Guarantor Wuqinghuan entered into the Max
Amount Guarantee Contract with Party B ,which number is 2012-00053


 



    	 



    	 



    

 


 7.2 When Party A engaged with Party
B for the detail business, Party B has the rights to require the more guarantee except the guarantee in this term


  


Default and Treatment


 


8.1 Both parties should obey the terms of
this contract. Any party does not fulfill its responsibility should afford the responsibility of breach of contract and afford
the loss.


 


8.2 During the contract, Party A will be deemed
as default if there is any event as following


 


8.2.1 During the period of this contract,
Party A makes clearly or its behavior show that Party A cannot fulfill its obligation under this contract


 


8.2.2 Party A does not fulfill any one of
obligation under this contract


 


8.2.3 Each of the documents or the guarantee
which Party A provided is not true, accurate, completed or misunderstanding


 


8.2.4 Party A stops repaying or cannot repay
the debt


 


8.2.5 These
affairs which Party B thinks it may or has damaged Party B’s interest, such as stop operation, bankrupt, lawsuit,
administrative penalty and so on


 


8.2.6 If there
is any material changes of Party A’s address, operation area, legal representative or
great investment, which has the bad effect on the Party B’s creditor rights


 


8.2.7 If there is a great financial loss or
the other financial crisis which Party B thinks it may or has damaged the Party B’s interest


 


8.2.8 Party A change the use of the credit


 


8.2.9 If there is any material crisis for
Party A‘s majority stockholder or related company or there is a related party transaction, which has effect on the normal
operation of Party A


 


8.2.10 If there is any bad change of the industry
of Party A, which has the adverse effect on Party B’s creditor rights


 



    	 



    	 



    

  


8.2.11 if there
is corruption, accept bribes or the other illegal affairs happen in the high management of
Party A, which Party B thinks it may or has damaged the Party B’s interest 


 


8.2.12 If there is any default to other creditor
of Party A, which will has the adverse effect on Party B’s creditor rights


 


8.2.13 If there is any default of the guarantor
of Party A, and Party A can not provide any new guarantee to Party B


 


8.2.15 If there is any affairs that may damage
the interest of Party B


 


8.3 If there occurs any one of above, then
Party B has the rights to do one or several pieces of following, and Party A has no comments


 


8.3.1 Adjust, cancel or stop the credit under
this contract or adjust the deadline of the credit


 


8.3.2 Stop to give credit to Party A and announce
that all or part of credit under this contract is overdue and require Party A to repay all the debt at once


 


8.3.3 Require Party A to provide supplementary
guarantee or do the other method to ensure Party B’s interest


 


8.3.4 Party B has the rights to exercise the
guarantee rights


 


8.3.5 Party B can deduct from the account
of Party A to repay the debt of Party A without Party A’s permission


 


8.4 Party A should afford all the cost that
occurred in the process of Party B to achieve creditor's rights of Party B


  


Take effect, change and terminate of the
contract 


 


9.1 The contract will take effect after singing
of both Parties and stamped


 


9.2 After the contract take effect, any party
can not change or terminate the contract, if there is any needs, the change or termination should through the discussion by both
parties and conclude an agreement


 


Dispute


10.1 If there is any dispute raise from
this contract, both parties should resolve by negotiation. If failed, both parties should resolve by lodge a complaint to the people's
court where Party B located


 



    	 



    	 



    

 


Other 


 


11.1 The notice documents will be regarded
as arrived once send if it through telegram and fax. If use post, then will regarded as arrived in 3 days since the day sent


 


11.3 The other matters not mentioned, can
be the attachment of both parties. Any attachment, changed or supplement will consist the indivisibility part of the whole contract


 


11.4 This contract will be in 3 duplicate,
both parties hold one


 


11.5 The Party B has brought the Party
A's special attention to all terms in relation to the rights and obligations of each Party, asked the Party A to fully and accurately
understand all such terms, and upon the Party A ‘S request, made explanation on relevant terms. The Party A has carefully
read and fully understands all contractual terms hereof and has no dispute over the terms of this Contact.


 


Party A    CER Energy Recovery (Yangzhou)
Co.,ltd


Legal representative    Wu Qinghuan


 


Party B China Citic Bank Yangzhou branch


Legal representative    Xu yong