EXHIBIT 10.2


 


Translation
Copy


 


Loan
Agreement


 


Lender:
Zhouji (Group) Co., Ltd (hereinafter referred to as “Party A”)


Domicile:
Building 3, YuJiaAo Mountain Villa, Zhuyu New District, Gaoting Town, Daishan County, Zhoushan City


 


Borrower:
Ningbo Keyuan Plastic Co., Ltd (hereinafter referred to as “Party B”)


Domicile:
No. 88, Gangkou Road, Qijiashan, Beilun District, Ningbo City


 


Surety:
Tao Chunfeng


Address:
Room 619, No. 88#-26, Yingchun Street, Haishu District, Ningbo City


I.D.
Card No.: 440902196706160438


 


Whereas:


 


Party
B intends to borrow the money from Party A to expand its production and operation scale.


 


The
surety is the actual controller of Ningbo Keyuan Plastic Co., Ltd. The surety agrees with the provision of security for the loan
hereunder with part of his shares held in Ningbo Keyuan Plastic Co., Ltd. The surety promises to shoulder the joint and several
liability for the loan.


 






     


     

    

 


This
Agreement is made to specify the rights and obligations of all parties involved


 


Article
1 Amount, life and transfer of loan


 


		1.	Party
                                         A shall loan to Party B an amount of RMB 100,000,000 (ONE HUNDRED MILLION YUAN) with
                                         a life of 2 years (TWO YEARS); 



 


		2.	The
                                         full amount of loan shall be transferred to an account designated by Party B before April
                                         25, 2015. 



 


		3.	The
                                         surety promises to shoulder the joint and several liability for the provision of security
                                         for the loan with any and all of his personal properties. 



 


Article
2 Type of repayment and interest rate of loan


 


		1.	The
                                         interest rate under this Agreement shall be computed by 140% of the interest rates of
                                         loans provided by banks within the same period of time;



 


		2.	The
                                         two parties agree on the type of repayment of principal and interest of the loan as follows:
                                         Party A shall be entitled to choose either one of the following two options at the maturity
                                         date of the repayment of the loan: (1) Party A asks Party B to repay the principal and
                                         interest of the loan in full amount; (2) Party A asks Party B to transfer 15% of its
                                         shares to Party A. In this case, the full amount of principle and interest of the loan
                                         shall be transferred to Party A’s holding of 15% shares in Ningbo Keyuan Plastic
                                         Co., Ltd.



 


		3.	If
                                         Party A chooses to hold 15% shares in Party B, Party B agrees that within 15 working
                                         days from the date when Party A makes its decision, it will transfer the 15% shares of
                                         Ningbo Keyuan Plastic Co., Ltd to Party A to offset the full amount of principle and
                                         interest of the loan. After the ownership of the 15% share is transferred, the creditor
                                         and debtor relationship will automatically terminate. 



 






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Article
3 Liability for breach of the Agreement


 


The
breach of the terms and conditions hereunder shall constitute the breach of the Agreement. If there is a breach, the non-defaulting
party shall have the right to terminate the Agreement. The non-defaulting party shall be entitled to the compensation paid by
the party in breach of the Agreement for its losses arising therefrom.


 


		1.	In
                                         case Party A fails to transfer the loan before the due date, Party A shall pay Party
                                         B a penalty computed from the first day of the overdue period and by the interest of
                                         loan provided by banks with the same period of time. In case Party B fails to repay the
                                         loan and interest before the due date, Party A shall pay Party B a penalty computed from
                                         the first day of the overdue period and by the interest of loan provided by banks with
                                         the same period of time.



 


		2.	If
                                         Party B declines to transfer the shares specified hereunder or fails to transfer shares
                                         specified hereunder before the date mutually agreed upon, Party B shall pay a penalty
                                         at the rate of 5‱ each day computed from the first day of the overdue period to
                                         Party A; in the meantime, Party A shall reserve the right to bring a lawsuit and mandatorily
                                         request Party B’s transfer of the shares specified hereunder, and Party A shall
                                         be entitled to the payment of interest of 20% per annum computed from the first day of
                                         the overdue period. Nonetheless, the two parties agree that a grace period of one month
                                         will be rendered for Party B’s payment of installment due under this Agreement.
                                         Within the grace period, no penalties or additional interest will be collected from Party
                                         B. 



 






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Article
4 Miscellaneous


 


		1.	If
                                         Party A appoints a third party as the lender, Party B shall enter into a separate loan
                                         agreement with the third party. No terms or conditions in the agreement entered by and
                                         between Party B and the third party shall be inconsistent with those hereunder. The two
                                         parties agree that there shall be no increase or decrease of duties or obligations under
                                         this Agreement.



 


		2.	The
                                         two parties agree that, if Party A chooses to hold Party B’s shares, Party A shall
                                         not be entitled to the dividend distributed prior to Party B goes public. 



 


		3.	Where
                                         Party B or Party B’s associated enterprises need to introduce one or more strategic
                                         investor(s) for the purpose of going public, Party A or its appointed third party shall
                                         have the preemptive right of purchase at the best rate.



 


		4.	Any
                                         and all supplementary agreements in relation to the Agreement shall be deemed to be or
                                         construed as an integral part of the Agreement, and shall have the same effect as the
                                         Agreement. The Agreement is under the jurisdiction of the court where the injured party
                                         is domiciled. 



 


		5.

                                                                                 
	The
                                         Agreement is made in three originals, with the three parties each holding one. The Agreement
                                         shall come into effect from the date when it is signed and sealed. 



 


Lender:
Zhouji (Group) Co., Ltd (seal)


 


Legal
representative:              (signature)


 


 


Borrower:
Ningbo Keyuan Plastic Co., Ltd (seal)


 


Legal
representative:              (signature)


 


 


Surety:
Tao Chunfeng            (Signature)


 


 


The
Agreement is signed in Zhoushan City, Zhejiang Province on April 9, 2015.




 


 


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