Unassociated Document


    Exhibit
4.19

    


    Ref. No.:
3770502009M100000600

    


    


    


    


    


    


    


    


    Loan
Contract

     

    (Summary
Translation)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Bank of
Communication

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

       

    

    Ref. No.:
3770502009M100000600

    


    Loan
Contract

     

    
      	
              Borrower:

            	
              Fuwei Films (Shandong)
      Co., Ltd.

            
	 	 
	
              Legal
      Representative:

            	
              Xiaoan
      He

            
	 	 
	
              Legal
      Address:

            	
              Hi-Tech
      Development Zone, Dong Ming Road, Weifang

            
	 	 
	
              Correspondence
      Address:

            	
              Same as
      above

            
	 	 
	 
      	 
      
	
              Lender:

            	
              Weifang
      Branch, Bank of Communication

            
	 	 
	
              Responsible
      Person:

            	
              Lei
      Wang

            
	 	 
	
              Correspondence
      Address:

            	
              358
      Dong Fang, Dong Street, Weifang

            


    

     

    Both parties
agree to the following terms:

     

    
      	
              1

            	
              Loan

            


    

     

    
      	
              1.1

            	
              Currency:
      Renminbi (RMB)

            


    

     

    
      	
              1.2

            	
              Amount:
      70,000,000

            


    

     

    
      	
              1.3

            	
              The
      proceeds of the Loan under this Contract shall be used for industrial
      working capital.

            


    

     

    
      	
              1.4

            	
              Loan
      Period: Commencing from June 9, 2009, to June 8,
  2010.

            


    

    


    
      	
              2

            	
              Interest
      Rate and Computation of Interest

            


    

     

    
      	
              2.1

            	
              Interest
      rate: The annul interest rate is 5.841%(√ □annually
      □monthly).

            


    

     

    
      	
              2.2

            	
              Computation of
      Interest

            


    

     

    
      	
              2.2.1

            	
              Normal
      interest = interest rate under this Contract X proceeds of the Loan X
      number of days of use.  Number of days of use is calculated from
      the drawing date to the maturity
date.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2.2

            	
              The
      penalty interest of the overdue loan and appropriated loan is calculated
      based on the amount and the actual number of days overdue or appropriated.
      If the currency of the loan is Renminbi (RMB), the overdue penalty
      interest rate is equal to the loan interest rate set forth in this
      Contract plus 50% of such loan’s interest rate, and the appropriated
      penalty interest rate is equal to the loan interest rate set forth in this
      Contract plus 100% of such loan interest rate. If the currency of the loan
      is a foreign currency, the aforesaid penalty interest rates are equal to
      the loan interest rate set forth in this Contract plus 20% of such loan
      interest rate.

            


    

     

    
      	
              2.3

            	
              The
      loan under this Contract uses the second (2nd)
      method mentioned below for payment of interest. On the maturity date, the
      interest shall be paid together with the principal. The date of payment of
      interest is the date of the settlement of
  interest:

            


    

     

    
      	
               
      

            	
              1.

            	
              Interest
      settlement on the 20th
      day of the last month of each quarter;
or

            


    

     

    
      	
               
      

            	
              2.

            	
              Interest
      settlement on the 20th
      day of each month.

            


    

     

    
      	
              3

            	
              Granting
      and Repayment of Loan

            


    

     

    
      	
              3.1

            	
              Borrower
      shall start the related procedure three (3) business days prior to drawing
      the proceeds of the Loan in accordance with the following loan drawing
      schedule: (N/A)

            


    

     

    
      
        	
                Drawing
      Date

              	
                Drawing
      Amount

              


      

    

     

    _9_ day
__6_ month __2009 Year; _70,000,000_(amount in capitalization)

     

    ___ day
___ month ___ Year; _______________(amount in capitalization)

     

    ___ day
___ month ___ Year; _______________(amount in capitalization)

     

    ___ day
___ month ___ Year; _______________(amount in capitalization)

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    
      	
              3.2

            	
              Unless
      all of the following conditions are satisfied, Lender has the right to
      refuse to grant the Loan:

            
	 	 


    

    
      	
               
      

            	
              1.

            	
              Borrower
      has already completed the statutory procedures including obtaining related
      permit, approval and registration from the government and such permit,
      approval and registration remain in full force and
  effect.

            
	 	 	 


    

    
      	
               
      

            	
              2.

            	
              The
      guarantee contract (if any) under this Contract has come into effect and
      remains in full force and effect.

            
	 	 	 


    

    
      	
               
      

            	
              3.

            	
              The
      financial condition of the Borrower does not have any substantial adverse
      changes; and

            
	 	 	 


    

    
      	
               
      

            	
              4.

            	
              Borrower
      is not in breach of this Contract.

            
	 	 	 


    

    
      	
              3.3

            	
              The
      actual drawing date and drawing amount shall be in accordance with the
      promissory note.

            
	 	 


    

    
      	
              3.4

            	
              Borrower
      shall not repay the Loan prior to the scheduled date without having a
      written consent from Lender.

            
	 	 


    

    
      	
              4

            	
              Representation
      and Guarantee of the Borrower

            
	 	 


    

    
      	
              4.1

            	
              Borrower
      is an independent entity and has the necessary contractual capacity to
      perform this Contract and will be liable for its non-performance of its
      obligations hereunder.

            
	 	 


    

    
      	
              4.2

            	
              The
      execution and performance of this Contract is the true intention of the
      Borrower, and the Borrower has all necessary consents, approvals and
      authorizations to perform its obligations.

            
	 	 


    

    
      	
              4.3

            	
              All
      the documents, reports, data and information provided by the Borrower to
      the Lender during the execution and performance of this Contract are true,
      accurate, complete and in full effect, and Borrower has not withheld any
      information which may affect the evaluation of its financial status and
      repayment ability.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
              5

            	
              Rights
      and Obligations of Lender

            
	 	 


    

    
      	
              5.1

            	
              Lender
      has the right to be repaid the principal, receive interest (including
      compound, overdue and appropriated penalty interest) and the necessary
      expenses from the Borrower in accordance with this Contract. Lender has
      the right to exercise any other rights under the relevant laws and
      regulations or stipulated in this Contract.

            
	 	 


    

    
      	
              5.2

            	
              Except
      as otherwise specified under this contract, Lender shall keep all the
      financial and operation data and information confidential unless compelled
      by requirements of applicable laws and regulations.

            
	 	 


    

    
      	
              6

            	
              Rights
      and Obligations of Borrower

            
	 	 


    

    
      	
              6.1

            	
              Borrower
      shall repay the Loan under this Contract and pay the interest hereunder in
      accordance with the date, amount, currency set forth in this
      Contract.

            
	 	 


    

    
      	
              6.2

            	
              Borrower
      shall not use the proceeds of the Loan for any usage not stipulated in
      this Contract.

            
	 	 


    

    
      	
              6.3

            	
              Borrower
      shall be liable for the expenses under this Contract, including but not
      limited to, expenses for notary service, authentication, evaluation and
      registration.

            
	 	 


    

    
      	
              6.4

            	
              Borrower
      shall comply with the operation procedure and the general practice of the
      Lender and loan application, including but not limited to, facilitating
      Lender’s examination and supervision on Borrower’s operation status, and
      providing all the financial statements, or any other data and information
      requested by Lender, and shall guarantee that such documents, data and
      information are true, complete and accurate.

            
	 	 


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.5

            	
              If
      any one of the following events occurs, Borrower shall notify the Lender
      within thirty (30) days and shall not commence such activities unless the
      Loan and interest under this Contract are repaid completely, or a
      repayment schedule and guarantee are approved and accepted by the Lender.
      These are as follows:

            
	 	 


    

    
      	
               
      

            	
              1.

            	
              Selling,
      donating, renting, lending, assigning, mortgaging, pledging or disposing
      of all or substantial part of its assets.

            
	 	 	 


    

    
      	
               
      

            	
              2.

            	
              Any
      substantial changes in organization or structure of the Borrower,
      including but not limited to, its operation, subcontracting, lease,
      affiliation, company restructuring, joint-stock, merger (consolidation),
      equity joint-venture (non-equity), spin-off, incorporation of subsidiary,
      asset assignment, reduction of registered capital, etc.

            
	 	 	 


    

    
      	
              6.6

            	
              Borrower
      shall notify the Lender within seven (7) days of occurrence of any of the
      following events:

            
	 	 


    

    
      	
               
      

            	
              1.

            	
              Amendment
      of the Articles of Association, change of Borrower’s name, change of legal
      representative , change of domicile, change of address, and change in the
      scope of its business.

            
	 	 	 


    

    
      	
               
      

            	
              2.

            	
              Borrower
      or Guarantor’s (if any) intention to file for
  bankruptcy.

            
	 	 	 


    

    
      	
               
      

            	
              3.

            	
              Borrower’s
      involvement in any major litigation or arbitration, or any lien or
      encumbrance is imposed on its assets.

            
	 	 	 


    

    
      	
               
      

            	
              4.

            	
              Borrower’s
      guarantee to any other third party, which will have an adverse effect on
      its financial status and ability to perform its obligations under this
      Contract.

            
	 	 	 


    

    
      	
               
      

            	
              5.

            	
              Borrower
      enters into a contract which will have a material adverse effect on its
      operation and financial status.

            
	 	 	 


    

    
      	
               
      

            	
              6.

            	
              Borrower
      or Guarantor (if any) stops its operation, its business terminates or its
      business license is revoked.

            
	 	 	 


    

    
      	
               
      

            	
              7.

            	
              Borrower’s
      legal representative or senior management has committed a criminal
      offence.

            
	 	 	 


    

    
      	
               
      

            	
              8.

            	
              Borrower
      faces substantial hardship in managing its business or any other event
      which will have an adverse effect on the financial status or ability of
      the Borrower to repay the Loan.

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.7

            	
              Any
      changes to the form of collateral under this Contract that may have
      adverse effect on Lender’s right shall be made upon Lender’s
      consent.

            
	 	 


    

    
      	
              7

            	
              Maturity
      Repayment of the Loan before the Maturity Date

            
	 	 


    

    
      	
              7.1

            	
              In
      the event of the occurrence of any of the following events, Lender has the
      right to suspend the drawing of the proceeds of the Loan and require
      repayment of the principal of the Loan partially or completely before the
      maturity date and demand that the Borrower repay the principal of the Loan
      and pay the interest hereunder. These are as follows:

            
	 	 


    

    
      	
               
      

            	
              1.

            	
              Borrower’s
      representations and warranties in Section 4 are not
  true;

            
	 	 	 


    

    
      	
               
      

            	
              2.

            	
              Borrower
      is in breach of this Contract;

            
	 	 	 


    

    
      	
               
      

            	
              3.

            	
              The
      events set forth in Section 6.6 have occurred and Lender believes that
      such event will have a material adverse effect on its rights as a
      creditor; or

            
	 	 	 


    

    
      	
               
      

            	
              4.

            	
              Borrower
      has delayed its performance or is in breach of other contracts entered
      into between Borrower and Lender, and has not provided the Lender with any
      remedy upon notification by Lender.

            
	 	 	 


    

    
      	
              8

            	
              Breach
      of Contract

            
	 	 


    

    
      	
              8.1

            	
              In
      the event that Borrower fails to repay the principal or interest in full
      in a timely fashion, or to use the proceeds of the Loan as set forth in
      this Contract, Lender has the right to use the overdue penalty interest
      rate and appropriate penalty interest rate to calculate the
      interest.

            
	 	 


    

    
      	
              8.2

            	
              In
      the event that Borrower fails to repay the principal or interest in full
      in a timely fashion, Borrower shall be liable for the Lender’s expenses in
      exercising its creditor’s rights, including litigation cost (arbitration
      fee), costs of preservation of asset, costs of publication, enforcement
      costs, legal fees, travel and other
expenses.

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

       

    

    
      	
              8.3

            	
              In
      the event that Borrower avoids Lender’s supervision, fails to repay the
      principal or the interest of the Loan or avoids the repayment
      intentionally, Lender has the right to inform relevant government
      authority and to publish the payment notification in the news
      media.

            
	 	 


    

    
      	
              9

            	
              Withdrawal
      Instruction

            
	 	 


    

    
      	
              9.1

            	
              In
      the event that Borrower is overdue in payment in respect of principal,
      interest, penalty interest, compound interest or other expenses, Lender is
      authorized to withdraw the money from any other bank accounts of Borrower
      with Bank of Communication to setoff the said outstanding
      payment.

            
	 	 


    

    
      	
              9.2

            	
              After
      the aforesaid withdrawal, Lender shall inform the Borrower of such account
      number, loan contract reference number, promissory note reference number,
      amount of withdrawal, and the outstanding Loan amount.

            
	 	 


    

    
      	
              9.3

            	
              If
      the amount of withdrawal is not sufficient to setoff the aforesaid
      payment, the overdue expenses shall be settled first. If the principal and
      interest are overdue for less than ninety (90) days, the remaining balance
      shall be first used to settle the overdue interest, penalty interest and
      compound interest, then shall be used to settle the overdue principal. In
      the event that the overdue payment or interest is overdue for more than
      ninety (90) days, the remaining balance shall be used to settle the
      overdue principal, then shall be used to settle the overdue interest,
      penalty interest or compound interest.

            
	 	 


    

    
      	
              9.4

            	
              If
      the currency of the aforesaid withdrawal amount is different from the
      currency of the Loan, the exchange rate determined by Bank of
      Communication on the date of withdrawal shall be used for the currency
      conversion calculation.

            
	 	 


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

    

    
      	
              10

            	
              Dispute
      Resolution

            
	 	 


    

    
      
        	
              	
                10.1

              	
                Any
      dispute arising from or in connection with this Contract shall be resolved
      by the first method listed below:  

              
	 	 	 


      

    

    
      	
               
      

            	
              1.

            	
              File
      a lawsuit to the competent court in the place where Lender is located;
      or

            
	 	 	 


    

    
      	
               
      

            	
              2.

            	
              Submit
      the disputes to _____________________ arbitration committee for
      arbitration in accordance with the currently effective arbitration rules
      of such committee. The arbitral award is final and is legally binding upon
      both Parties.

            


    

    


    
      	
              11

            	
              Miscellaneous

            
	 	 


    

    
      
        	
              	
                11.1

              	
                This
      Contract comes into effect upon both Parties’ execution of this
      contract.  

              
	 	 	 


      

    

    
      
        	
              	
                11.2

              	
                This
      Contract is executed in five (5) counterparts. Each of the Parties and
      Guarantor shall keep one counterpart.  

              


      

    

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Contract as of the day and year first set
forth below.

     

    
      	
              June
      9, 2009

            	June
      9, 2009
	 	 
	
              Borrower
      (seal):

            	
              Lender
      (seal):

            
	 	 
	
              Fuwei
      Films (Shandong) Co., Ltd.

            	
              Bank
      of Communication

            
	 	 
	
              Legal
      Representative or Authorized Person

            	
              Responsible
      Person or Authorized Person

            
	 
      	 
      
	
              Xiaoan
      He

            	
              Lei
      Wang

            
	 	 
	 
      	 
      
	
              (signature
      or seal)

            	
              (signature
      or seal)

            


    

     

    
      
        
        

      

      
        -9-