exv10w15











10.15 Loan Agreement, dated April 15, 2011, between Shandong Xiangrui and

China Merchant Bank, Jinan Branch, for RMB 10 million





	•	 	Main contents:







	 	•	 	Contract No.: 2011 Nian Zhao Ji 60 Zi No. 21110402







	 	•	 	Execution Date: April 15, 2011







	 	•	 	Loan Amount (RMB): RMB 10,000,000 Yuan







	 	•	 	Purpose of the Loan: turnover of current capital







	 	•	 	Contract Term: 6 months, from April 15, 2011 to October 14, 2011







	 	•	 	Interest Rate:








	 	•	 	
The annual interest rate is 7.02%;







	 	•	 	Penalty interest rate for delayed repayment: annual interest rate plus
50%;







	 	•	 	Penalty interest rate for embezzlement of loan proceeds: annual interest
rate × 2;







	 	•	 	Rights and Obligations of the Lender:







	 	•	 	Lender is entitled to get the information such as Borrower’s operation,
financial activities, inventory and loan usage. Lender could require
disclosure of Borrower’s financial status.







	 	•	 	Lender can cease to lend the loan or withdraw the loan before the due
date in the situation caused by Borrower which would be detrimental to the
safety of the loan.







	 	•	 	When withdrawing the principal and relevant fees on due or before the due
date, Lender could obtain the money from Borrower’s account directly.







	 	•	 	In the event of breaches of the agreement by Borrower, Lender can
disclose Borrower’s breaches of the agreement publicly when the Borrower do
not performance his (her) obligations.







	 	•	 	Lender shall disburse the loan in a timely manner pursuant to the
agreement.







	 	•	 	Rights and obligations of the Borrower







	 	•	 	Borrower is entitled to obtain and use the loan pursuant to the
agreement.







	 	•	 	Borrower shall make the balance of the loan through the contracted
account pursuant the agreement.







	 	•	 	Borrower shall complete the relevant procedure when the loan is a foreign
currency loan.







	 	•	 	Borrower shall return the principal and interests timely. Borrower can
extend the term of the loan when getting the consent of Lender pursuant to
the agreement.







	 	•	 	Borrower must make the usage of the money in conformity with the purpose
of the loan contracted in the agreement.







	 	•	 	Borrower should inform the relevant financial information to Lender
monthly and cooperate with Lender for the investigation of the loan.




 


 









 











	 	•	 	When Borrower’s conduct may be probably detrimental to the debt
relationship within the loan agreement, the conduct could only be valid when
a written notification has been informed to Lender in advance to get the
consent of Lender and the Borrower has made a promise on clearing liability
under the agreement.







	 	•	 	Consent of Lender should be obtained when any of the Borrower’s
guaranties or mortgages on his (her) major assets for a third party is
possible to be detrimental to Borrower’s capability of repayment under the
agreement.







	 	•	 	Borrower and his (her) investors shall not spirit the money, transfer the
assets or alien the shares to evade the obligations to Lender pursuant to
the agreement.







	 	•	 	A written notification should be informed to Lender when there is any
alternation of Borrower’s name, legal representative, address and business
scope.







	 	•	 	When the guaranty capability of Guarantor under the agreement or the
value of any mortgaged items under the agreement get detriment, Borrower
should offer other guaranty or mortgage accepted by Lender timely.







	 	•	 	Borrower bears the relevant fees under the agreement.







	 	•	 	Prepayment of the Loan:







	 	•	 	Lender’s consent should be obtained if Borrower is willing to prepay the
loan. The interest rate of prepayment shall accord with the agreement.







	 	•	 	Liabilities of Breach of Contract:







	 	•	 	Damages, penalty interest for delayed repayment; penalty interest for
embezzlement of loan proceeds; imposition of compound interest; withdrawal
of loan, prepayment of principal and interest before maturity, attachment of
assets; lawyer’s fee and travel cost in case of litigation or arbitration
due to the Company ’s breach of contract etc.







	•	 	Headlines of the articles omitted







	 	•	 	Types of the loan







	 	•	 	Clearing of the loan interest







	 	•	 	Condition precedent to the drawing of the loan







	 	•	 	Dispute settlement







	 	•	 	Miscellaneous







	 	•	 	Effectiveness







	 	•	 	Validity







	 	•	 	Attention