Joint Repayment Contract


 


No.: [P2012M11SCSDQ0001-0012]


 


	Borrower (Party A): Chisen Electric Jiangsu Co., Ltd.
	 
	Domicile: Jinyuan Road, Xuyi Economic Development Zone, Jiangsu	Post Code: 211700
	 	 
	Legal Representative: Xu Kecheng
	 
	Financial Institution for Deposit: Xuyi Xinhua Sub-Branch, Industrial and Commercial Bank of China
	 
	Account No.: 1110090309200077630
	 
	Tel.: 0517-88555599	Fax: 0517-88556166


 


	Lender (Party B): CITIC Trust Co., Ltd.
	 
	Domicile: F/13, Capital Mansion, No. 6, Xinyuan South Road, Chaoyang District, Beijing	Post Code: 100004
	 	 
	Legal Representative: Pu Jian
	 
	Financial Institution for Deposit: Beijing Capital Mansion Sub-Branch, China CITIC Bank
	 
	Account No.:  7110210186800061319
	 
	Tel.: 010-84861327	Fax: 010-84861380


 


	Joint repayer (Party C): Zhejiang Chisen Electric Co., Ltd.
	 
	Domicile: No.1188, Taihu Avenue, Changxing Economic Development Zone	Postal code: 313100
	 	 
	Legal Representative: Xu Kecheng
	 
	Opening bank: CCB Changxing Jiefangdonglu Sub-branch
	 
	A/C.: 330016472420500000065
	 
	Tel.: 0572-6225888-8608	Fax: 0572-6267588


 



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WHEREAS:


 


1. Party A and Party B hereto entered into
the “RMB Funds Loan Contract (hereinafter referred to as the "Loan Contract") numbered [P2012M11SCSDQ0001-0003]
on the day,  2012. Party B shall grant to Party A trust loans in an amount not more than RMB 200,000,000.00 (amount in words:
say RMB two hundred million only) with an annual interest rate of 8%. The maturity of the loan is three years.


 


2. Party C is willing to act as the joint
repayer of the trust loans under the Loan Contract, while Party A agrees upon and Party B accepts Party C as the joint repayer
of the trust loans under the Loan Contract.


 


Therefore, through friendly consultation,
Party A, Party B and Party C (“the Parties”) enter into this Contract so that Party C acts as the joint repayer of
the trust loans under the Loan Contract.


 


Article 1 Joint Repayment


 


For purposes of this Contract, joint repayment
shall have the following meanings:


 


1.1 Party C is willing to act as the joint
repayer of the trust loans under the Loan Contract, so that it will assume the obligations for the repayment to Party B of the
loans under the Loan Contract and the accrued interests thereof, jointly and separately with Party A.


 


1.2 Party A agrees that Party C acts as
the joint repayer of the trust loans under the Loan Contract, so that Party C will assume the obligations for the repayment to
Party B of the loans under the Loan Contract and the accrued interests thereof, jointly and separately with Party A.


 


1.3 Party B accepts Party C as the joint
repayer of the trust loans under the Loan Contract, so that Party C will assume the obligations for the repayment to Party B of
the loans under the Loan Contract and the accrued interests thereof, jointly and separately with Party A.


 


Article 2 Amount of Credit and Debt
for Joint Repayment


 


1.1 The Parties hereto confirm that the
amount of the credit and debt for joint repayment as mentioned herein is the amount corresponding to all the credits receivable
by Party A to Party B and all the debts owned by Party B to Party A under the Loan Contract, including but not limited to all the
principal of and interests on the trust loans (including compound interest and penalty interest), liquidated damages, compensation,
other amounts payable by Party A to Party B (including, but not limited to any handling fees, telecommunications fees, miscellaneous
fees), and any costs incurred by Party B arising from realization of liability and guarantee right (including, but not limited
to legal fees, arbitration fees, property preservation fees, travel expenses, execution fees, assessment fees, auction fees, notary
fees, delivery fees, advertising fees, and attorneys' fees).


 



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1.2 Pursuant to the Loan Contract, Party
B shall grant to Party A trust loans in the amount of RMB 200,000,000.00 (amount in words: say RMB two hundred million only) with
an annual interest rate of 8%. The maturity of the loan is three years.


 


1.3 Party C hereby states that it fully
understands and agrees all the terms and conditions of the Loan Contract and the obligations to be assumed by Party A.


 


1.4 The Parties hereto confirm that upon
the entry into force of the Contract, Party B shall have the right to request Party C to assume any obligations for repayment to
be assumed by Party A.


 


Article 3 Party C’s Representations
and Covenants


 


Party C makes the following representations,
warranties and covenants, on the basis of which Party B accepts Party C as the joint repayer of the trust loans under the Loan
Contract:


 


3.1 Party C is a legal person registered
under the laws and regulations of the People's Republic of China. As of the day on which the trust loans under the Loan Contract
are granted, Party C is in normal operation, free from any existing or reasonably expected factor which may result in its inability
to maintain normal operation during the term of the loan.


 


3.2 The execution of the Contract and the
performance of its obligations hereunder on the part of Party C comply with relevant laws, administrative rules, regulations and
the provisions set forth in its articles of association and constitutional documents. Party C has been approved and legally authorized
by the authority with the jurisdiction to do so and has legally perform its obligation for information disclosure (if applicable).


 


3.3 All the documents and information provided
by Party C to Party B, including, but not limited to the financial statements, the loan contracts being performed and entered into
with other financial institutions, and security for others/itself, are true, accurate, legitimate and effective.


 


Its execution and performance of this Contract
are not in conflict with the provisions binding on it or its assets (including its Articles of Association and other provisions),
including but not limited to any security provided to others/itself.


 



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3.4 Except those disclosed to Party B in
writing, Party C did not conceal any event that occurred or likely to occur that may cause Party B to refuse to accept Party C
as the joint repayer of the trust loans under the Loan Contract:


 


(1) important events of breaching the principle,
law or reimbursement involving Party C or its main leaders;


 


(2) any event of default under the contract
entered into by Party C and other debtors;


 


(3) outstanding litigation or arbitration;


 


(4) debts, contingent liability assumed
by Party C or any mortgage, pledge or guarantee provided to the third party; or


 


(5) other conditions that may affect its
financial position and repayment capability.


 


3.5 Party C agrees that Party B may get
access to the credit of Party C through the People's Bank of China and the credit database established and approved by the credit
reporting authorities or relevant departments or authorities. Party C further agrees that Party B provides Party C’s information
to the People's Bank of China and the credit database. Party C further agrees that Party B may reasonably use and disclose such
information as necessary.


 


Article 4 Liability for Breach of Contract
and Remedies against Circumstances Prejudicing Party B’s Claims


 


4.1 Defaults by Party C


 


(1) Party C is in breach of any of the
terms hereof or any legal obligations;


 


(2) Party C demonstrates, expressly or
impliedly, that it will not perform any obligation hereunder.


 


4.2 Circumstances which may prejudice Party
B’s claims


 


(1) In case of any of the following circumstances
which Party B deems may prejudice the safety of the claims hereunder: work contracting, trust (takeover), lease, stock system reformation,
reduction of registered capital, investment, joint operation, merger, combination, acquisition, reorganization, division, joint
venture, voluntary or passive application for winding up, application for dissolution, being canceled, voluntary or passive application
for bankruptcy, change in controlling shareholder/actual controller, transfer of major assets, shut down, closure, high amount
of fines by certain authorities, registered issues being imposed, business license being revoked, being involved in major legal
disputes, serious difficulties in production or operation, bad financial conditions, or failure of legal representative or main
principal and individual guarantor to perform normal duties;


 



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(2) In case of any of the following circumstances
which Party B deems may prejudice the safety of the claims hereunder: Party C fails to discharge other due debts (including those
to Party B or other third person), transfers its properties at a low price or without consideration, reduce a third person’s
debts, delays in exercising claims or other rights or provides a guarantee to a third person;


 


(3) Party C’s shareholders misuse
the company’s status of independent legal person or shareholders’ limited liability and escape from debts, which Party
B deem may prejudice the safety of the claims hereunder and under the Loan Contract;


 


(4) In case of any of the following circumstances
which Party B deems may prejudice the safety of the claims hereunder: (i) violation of any of the terms of relevant guarantee contract,
or the statements and warrants contain any false or error information, or some information is omitted; (ii) work contracting, trust
(takeover), lease, stock system reformation, reduction of registered capital, investment, joint operation, merger, combination,
acquisition, reorganization, division, joint venture, voluntary or passive application for winding up, application for dissolution,
being canceled, voluntary or passive application for bankruptcy, change in controlling shareholder/actual controller, transfer
of major assets, shut down, closure, high amount of fines by certain authorities, registered issues being imposed, business license
being revoked, being involved in major legal disputes, serious difficulties in production or operation, bad financial conditions,
or failure of legal representative or main principal and individual guarantor to perform normal duties, which may affect the guarantor’s
capability to assume the guarantee; (iii) other circumstances which result in actual or possible loss of the warrant capability;


 


(5) the guarantee cannot be accepted, become
effective or invalid, is canceled or rescinded, or the guarantor is in breach of the contract or shows, expressly or impliedly,
that it will not perform the guarantee liability, or the guarantor loses all or part of the guarantee capability, or the value
of collateral reduces, which Party B deems may prejudice the safety of the claims hereunder;


 


(6) Party C’s controlling shareholder/actual
controller/legal representative/individual guarantor loses the civil capability or is taken criminal compulsory measures;


 


(7) any other circumstance which may prejudice
the safety of the claims hereunder.


 



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4.3 Party B’s remedies


 


In case of any of the circumstances set
forth in Article 4.1 or 4.2 hereof, Party C shall send a written notice to Party B within two days thereafter. Party B shall have
the right to require Party C to correct its default and to exercise the following rights, separately or jointly. If Party C fails
to correct its default within 5 business days after Party B sends the notice, Party B shall have the right to exercise the following
rights:


 


(1) to stop disbursing the Loan;


 


(2) to declare the Loan becomes due immediately
and require Party C to forthwith repay all principals, interests and fees with respect to all due and undue debts hereunder;


 


(3) to require Party C to provide new guarantee
which meets Party B’s requirement for all debts hereunder;


 


(4) to exercise the security right;


 


Article 5 Alteration, Transfer, Rescission
or Termination of the Contract


 


5.1 After the execution of the Contract,
neither party may alter or rescind the Contract unilaterally.


 


5.2 Any alterations to the Contract shall
be subject to unanimous consent of the Parties and specified in a written agreement.


 


5.3 Party B has the right to transfer its
rights and obligations under the Contract and the Guarantee Contract to a third person. Without Party B’s consent, Party
C may not transfer its rights and obligations hereunder to any third person.


 


5.4 Under any of the following circumstances,
the Contract may be rescinded or terminated:


 


(1) the Parties enter into a written agreement
though negotiation; or


 


(2) the Contract is to be rescinded or
terminated according to pertinent laws or other clauses hereof.


 


Article 6 Applicable Law and Dispute
Settlement


 


6.1 The Contract shall be governed by the
laws of the People’s Republic of China.


 


6.2 Any and all disputes arising from performance
of the Contract may be settled through negotiation between the Parties; where negotiation fails, the following method shall apply:
either party may bring a suit with the People’s Court having the jurisdiction upon the place where Party B is located.


 



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Article 7 Enforcement of Notarization


 


7.1 Once notarized, the Contract becomes
an enforceable deed of claim. Party C covenants that, if Party C fails to perform any or all of its obligations hereunder, it is
willing to accept the enforcement of certain judicial organ, without legal proceedings, and that Party B may, in accordance with
Article 214 of the Civil Procedure Law, apply to the People’s Court having jurisdiction for enforcement; meanwhile, Party
C waives the defense right.


 


7.2 Party B and Party C hereby jointly
confirm that they have fully understood the meanings, contents, procedures and effectiveness of pertinent laws, regulations and
regulatory documents concerning enforcement of notarization.


 


7.3 Where Party C fails to perform, or
performs in an improper way, the notarized deed of claim which is enforceable, Party B shall send a written notice to Party C of
correction of such default within 5 business days as of the date of the notice; otherwise, Party B may apply to the notary office
for a certification of enforcement and Party C shall cooperate with the notary office within the period notified by Party B in
completing the face-to-face verification procedures. Party C undertakes to cooperate in Party B’s application in all aspects,
including, but not limited to, cooperation with the notary office within the period notified by Party B in completing the face-to-face
verification procedures. If Party C fails to perform the aforesaid obligation after receiving a written notice from Party B, Party
C hereby confirms that, in case of Party C’s absence, the notary office shall be deemed having completed the face-to-face
verification procedures after it completes the verification work subject to its internal flow according to Party B’s application,
and that Party C accepts all the legal consequences arising therefrom.


 


7.4 The stipulations of Article 7 hereof
on enforcement of notarization shall prevail than Article 6 hereof (Applicable Law and Dispute Settlement).


 


7.5 It is agreed to appoint Beijing Fangyuan
Notary Office to go through the legal procedures for enforcement of notarization with respect to the Contract and to issue a notarial
deed.


 


Article 8 Miscellaneous


 


8.1 Notice


 


(1) Unless otherwise stipulated herein,
each and all notices between the Parties under the Contract may be sent to the following addresses by fax, mail, express or any
other methods agreed:


 


Party A: Chisen Electric Jiangsu Co., Ltd.


 



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Add.: Jinyuan Road, Xuyi Economic Development
Zone, Jiangsu


 


Postal code: 211700


 


Attn.: Zhao Feng


 


Tel.: 0517-88555599


 


Fax: 0517-88556166


 


Party B: CITIC Trust Co., Ltd.


 


Add.: Room 4602, Capital Mansion, No. 6,
Xinyuan South Road, Chaoyang District, Beijing


 


Postal code: 100004


 


Attn.: Hao He


 


Tel.: 010-84861259


 


Fax: 010-84861355


 


Party C: Zhejiang Chisen Electric Co.,
Ltd.


 


Address: No.1188, Taihu Avenue, Changxing
Economic Development Zone


 


Postal code: 313100


 


Attn.: Liu Chuanjie


 


Tel.: 0572-6225888-8608


 


Fax: 0572-6267588


 


(2) Either party subject to any change
in its correspondence address or contact information shall forthwith send a written notice to the other party of such change; otherwise,
the changing party shall be fully responsible for the losses arising from failure to make a notice in time.


 



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8.2 Right Reserved


 


Party B’s rights under the Contract
shall not prejudice or exclude any of its rights entitled to it under applicable laws, regulations and other contracts. Party B’s
tolerance, extension or preference of any default or delay, or Party B’s late exercise of any of its rights hereunder, shall
not be deemed as Party B’s waiver of its rights and interests hereunder or as permission or acceptance of any breach of the
Contract, nor restrict, prevent or affect Party B’s further exercise of such right or exercise of any other right, nor create
Party B’s obligation and liability to Party A or Party C.


 


8.3 The Contract shall come into force
with signatures or seals of the Parties’ respective legal representatives or authorized representatives and the common seals
of the Parties.


 


The Parties hereto confirm that as the
appendix to the Loan Contract and, this Contract, together with the Loan Contract, constitutes the master contract. Therefore,
all the collateral contracts of the Loan Contract shall be the collateral contracts of the Contract.


 


8.4 Anything not covered herein may be
specified in a written agreement between the Parties, which shall be attached hereto. Any annexes and modifications to or supplementation
with the Contract shall be an integral part of the Contract and have the same legal force and effect.


 


8.5 The Contract is executed in ten copies
with equal legal effect, one for each party hereto, one for Guarantor and the remaining to be used for completion of relevant procedures
for enforcement and notarization. All the copies shall have the same legal effect.


 


8.6 Party A and Party C have read all the
clauses of the Contract. At the request of Party A and Party C, Party B has explained relevant clauses hereof. Party A and Party
C have been fully aware of and understood the meanings of the clauses hereof and relevant legal consequences.


 


8.7 Party A and Party C confirm that following
Party C assumes the obligations for joint repayment under this Contract, its credit and debt relating to Party A shall be separately
confirmed and settled by Party A and Party C, which shall have nothing to do with Party B.


 


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Left Blank]


 



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(This page
intentionally left blank, solely for the signature
of the Joint Repayment Contract numbered P2012M11SCSDQ0001-0012).


 


 





Party A: Chisen Electric JiangSu Co.,
Ltd. (Official seal):


 


 


Legal Representative or Authorized Representative
(Signature/seal):  /s/ Authorized Representative


 


 


Signed on: December 17,
2012


 


 


Party B: Lender (Party B): CITIC Trust
Co., Ltd. (Official Seal):


 


 


Legal Representative or Authorized
Representative (Signature/seal):  /s/ Authorized Representative


 


 


Signed on: December 17,
2012


 


 


Party C: Zhejiang Chisen Electric Co.,
Ltd. (Official seal)


 


 


Legal Representative or Authorized
Representative (Signature/seal):   /s/ Authorized Representative


 


 


Signed on: December 17,
2012


 



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