Unassociated Document


    Exhibit
4.21

    


    
      
        Ref. No.:
WFGXTKZJ20091102


      

    

    


    


    


    


    


    


    


    Loan
Contract

     

    (Summary
Translation)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

       

    

    
      
        Ref. No.:
WFGXTKZJ20091102


        
          Loan
Contract

           

          
            	
                    Borrower:

                  	
                    Fuwei Films (Shandong)
      Co., Ltd.

                  
	 	 
	
                    Legal
      Representative:

                  	
                    Xiaoan
      He

                  
	 
      	 
      
	
                    Lender:

                  	
                    Weifang
      Dongfang State-owned Assets Management Co., Ltd.

                  
	 	 
	
                    Responsible
      Person:

                  	
                    Pizong
      Mou

                  
	 	 
	
                    Guarantor:

                  	
                    Shandong
      Deqin Investment& Guarantee Co.,
Ltd.

                  


          

           

          Both parties
agree to the following terms:

           

          
            	
                    1

                  	
                    Loan

                  
	 	 


          

          
            	
                    1.1

                  	
                    Currency:
      Renminbi (RMB)

                  
	 	 


          

          
            	
                    1.2

                  	
                    Amount:
      10,000,000

                  
	 	 


          

          
            	
                    1.3

                  	
                    The
      proceeds of the Loan under this Contract shall be used for project
      investment.

                  
	 	 


          

          
            	
                    1.4

                  	
                    Loan
      Period: Commencing from October 19, 2009, to October 18,
    2017.

                  


          

           

          
            	
                    Granting
      Date

                  	
                    Expired
      Date

                  
	
                    Year

                  	
                    Month

                  	
                    Day

                  	
                    Amount

                  	
                    Year

                  	
                    Month

                  	
                    Day

                  	
                    Amount

                  
	
                    2009

                  	
                    10

                  	
                    19

                  	
                    10,000,000.00

                  	
                    2015

                  	
                    4

                  	
                    18

                  	
                    1675000

                  
	 
      	 
      	 
      	 
      	
                    2015

                  	
                    10

                  	
                    18

                  	
                    1675000

                  
	 
      	 
      	 
      	 
      	
                    2016

                  	
                    4

                  	
                    18

                  	
                    1675000

                  
	 
      	 
      	 
      	 
      	
                    2016

                  	
                    10

                  	
                    18

                  	
                    1675000

                  
	 
      	 
      	 
      	 
      	
                    2017

                  	
                    4

                  	
                    18

                  	
                    1675000

                  
	 
      	 
      	 
      	 
      	
                    2017

                  	
                    10

                  	
                    18

                  	
                    1625000

                  


          

           

          
            
              
              

            

            
              -2-

              
                

              

            

            
              
              

            

          

           

          
            	
                    2

                  	
                    Interest
      Rate and Computation of Interest

                  
	 	 


          

          
            	
                    2.1

                  	
                    Interest
      rate: The annul interest rate is 5.346%, up by 10% compared the fixed
      benchmark interest rate announced by the People’s Bank of China. Interest
      for Loans for less than 5 years is the same as the period benchmark
      interest of People’s Bank of China.  For more than 5 years the
      interest is benchmark interest rate announced by the People’s Bank of
      China plus 0%.
      The cycle for interest is 6 months.

                  
	 	 


          

          
            	
                    2.2

                  	
                    Computation of
      Interest

                  
	 	 


          

          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. The interest should be paid by every 6 months on the
date of June 20 and December 20 every year.  If the last prepayment of
the principle is not the computation date, then the unpaid interest should be
paid off with the principle (Daily interest=monthly interest/30 ).

           

          
            	
                    3

                  	
                    Granting
      and Repayment of Loan

                  
	 	 


          

          
            	
                    3.1

                  	
                    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.

                  
	 	 	 


          

          
            	
                    3.2

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

                  


          

           

          
            
              
              

            

            
              -3-

              
                

              

            

            
              
              

            

          

           

          
            	
                    3.3

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

                  


          

           

          
            	
                    4.

                  	
                    Rights
      and Obligations of Guarantor

                  


          

           

          
            	
                    4.1.

                  	
                    Borrower
      engages Shandong Deqin Investment& Guarantee Co., Ltd. as a guarantee
      company.  According to the investigation of Lender, the
      Guarantor is capable and qualified to repay the loan.  The
      Guarantor has the right to examine and supervise the Borrower to implement
      the contract.

                  


          

           

          
            	
                    4.2.

                  	
                    If
      Borrower can’t fulfill its obligation, the Guarantor should repay the
      principle and assume the breach
liabilities.

                  


          

           

          
            	
                    4.3.

                  	
                    The
      Guarantee includes major right of credit, penalty, compensation and fees
      for realizing creditor’s rights.

                  


          

          


          
            	
                    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.

                  


          

          
             

            
              
                
                

              

              
                -4-

                
                  

                

              

              
                
                

              

            

             

            
              	
                      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.

                  
	 	 


          

          
            	
                    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.

                  


          

           

          
            
              
              

            

            
              -5-

              
                

              

            

            
              
              

            

          

           

          
            	
                     
      

                  	
                    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.

                  
	 	 	 


          

          
            	
                    6.7

                  	
                    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.

                  	
                    Breach
      of Contract

                  


          

           

          
            	
                    7.1

                  	
                    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.

                  


          

           

          
            	
                    7.2

                  	
                    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.

                  


          

           

          
            
              
              

            

            
              -6-

              
                

              

            

            
              
              

            

          

           

          
            	
                    7.3

                  	
                    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.

                  


          

           

          
            	
                    8.

                  	
                    Dispute
      Resolution

                  


          

           

          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.

                  


          

           

          
            	
                    9.

                  	
                    Miscellaneous

                  


          

           

          
            	
                    9.1

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

                  


          

          
             

            
              	
                      9.2

                    	
                      This
      Contract is executed in six (6) counterparts. Each of the Parties and
      Guarantor shall keep one
counterpart.

                    


            

          

           

          
            
              
              

            

            
              -7-

              
                

              

            

            
              
              

            

          

           

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

           

          
            	
                    November
      20, 2009

                  	
                    November
      20, 2009

                  
	 	 
	
                    Borrower
      (seal):

                  	
                    Lender
      (seal):

                  
	 	 
	
                    Fuwei
      Films (Shandong) Co., Ltd.

                  	
                    Weifang
      Dongfang State-owned Assets Management Co., Ltd..

                  
	 	 
	
                    Legal
      Representative or Authorized Person

                  	
                    Responsible
      Person or Authorized Person

                  
	 
      	 
      
	
                    Xiaoan
      He

                  	
                    Pizong
      Mou

                  
	 	 
	 
      	 
      
	
                    (signature
      or seal)

                  	
                    (signature
      or seal)

                  


          

           

          
            
              
              

            

            
              -8-