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Exhibit 10.1 

RMB Liquid Capital Loan Contract 

 

Contract No.: (2012) Jian Ping Song Dai CZ Zi No.01 

 

Borrower (Party A): Fujian Yada Group Co., Ltd 

Domicile (Address): Shuinan Industrial District, Songxi
County             
Zip Code: 353500 

Legal Representative: Zhan Youdai 

Fax:
2332598                                                                                                        Tel:
2332688 

 

Lender (Party B): Songxi Branch of China Construction Bank
Corporation Ltd. 

Domicile (Address): No. 121, Jiefang Street, Songyuan
Town,                  
Zip Code: 353500 

Songxi Province 

Legal Representative: Liu Liquan 

Fax:
2322644                                                                                                          Tel:
2322670 

1 




Exhibit 10.1 

For the purpose of operation capital turnover, Party A hereby
applies to Party B for a loan, and Party B agrees to release the loan to Party A
(the “Loan”). This Contract is made in line with relevant laws and
regulations to specify the rights and obligations of parties involved.

ARTICLE 1 AMOUNT OF LOAN 

Party A borrows RMB (In words) Four Million and Five Hundred
Thousand from Party B. 

ARTICLE 2 USAGE OF LOAN AND SOURCE OF REPAYMENT 

The Loan shall be used for working capital purposes.

Purpose of the Loan, source of the repayment under the Contract
will be referred to in Annex 1 named “Basic Information of the Loan”. 

ARTICLE 3 TERM OF LOAN 

The term of loan under this Contract is Twelve months,
commencing from February 14, 2012, and ending on February 14, 2013. 

In the event that the commencement date of the Loan under this
Contract conflicts with the archived document (hereinafter referred as to the
loan receipt), the actual issuing date of the Loan demonstrated on the Loan
archived document at the first time of issuance of such a loan shall govern and
the aforementioned maturity date of the Loan shall change accordingly. 

The archived document is part of the Contract with equal legal
effect.

ARTICLE 4 INTEREST RATE OF THE LOAN, PENALTY INTEREST RATE,
CALCULATION AND SETTLEMENT 

1.             
Interest Rate of the Loan 

The interest of the loan under this Contract is calculated on a
per annum basis in accordance with the section (2) as follows:

(1)             
Fixed rate at ___%, within the term of the Loan, this rate will not be adjusted;

(2)             
The interest rate shall be the benchmark rate at the commencing date of the
interest (the “Commencement Rate”) at the corresponding level plus
(plus/ minus) 15%, such interest rate will not change within the term of
the Loan;

(3)             
Floating rate shall be the benchmark rate at the Commencement Date at the
corresponding level ___ (plus/ minus) __%, and such floating rate
shall be adjusted once ___ months in accordance with the benchmark rate of the
rate adjusting date as well as the above plus/ minus level from the interest
commencing date to the liquidation date of fulfilling all the principal and
interests under the Contract; or (4) __________. 

2 




Exhibit 10.1 

2.             
Penalty Interest Rate 

(1)             
In the event that Party A does not use the Loan in accordance with this
Contract, the penalty interest rate will be the interest rate of the Loan plus
100%. If the interest rate of the Loan has been adjusted in line with the
above section (3), the penalty interest rate will be adjusted based upon the
above interest rate and the corresponding level accordingly.

(2)             
The penalty interest rate of the overdue Loan will be the interest rate of the
Loan plus 50%. If the interest rate of the Loan has been adjusted in line
with the above section (3), the penalty interest rate will be adjusted based
upon the above interest rate and the corresponding level accordingly.

(3)             
In the condition that both the loan becomes overdue and there is misuse of the
Loan, the penalty rate or a double rate should be imposed subject to the
severity. 

3.             
The Commencement Date hereof means the date when the initially issued Loan is
archived to the loan issuing account (the “Loan Issuing Account”) as
agreed in Article 6 of the Contract.

The benchmark interest rate at the first time of issuance of
the Loan means the loan interest rate at the corresponding time and level
announced by the People’s Bank of China. Thereafter, when the aforementioned
interest rate is adjusted, the benchmark interest rate means the loan interest
at the corresponding time and level announced by the People’s Bank of China on
the adjustment date. If the People’s Bank of China does not announce the loan
interest at the corresponding time and level, the benchmark interest rate will
be the loan interest rate recognized by inter-banks or at the usual and
corresponding time and level on the adjusting date, unless both Parties agree
otherwise. 

4.             
The interest of the Loan will commence from the date when the Loan is archived
to the Loan Issuing Account. The interest of the Loan will be calculated on a
daily basis (daily interest rate=annual interest rate/360). If Party A fails to
pay for the interest on the settlement date as agreed under this Contract, the
compound interest rate will be collected from the following day. 

5.             
Settlement of Interest 

(1) A loan with a fixed interest rate shall be settled in
accordance with the agreed interest rate. For a loan with a floating interest
rate, the interest rate shall be decided based upon the interest rate in each
floating term.

(2) This Contract shall settle the interest based upon section
(i) as follows:

3 




Exhibit 10.1 

            
(i)   monthly settlement of the interest; the settlement date will be
20th day of each
month; 
            
(ii)  quarterly settlement of the interest; the settlement date will be
20th day of the last month of each quarter;
or
             
(iii) __________. 

ARTICLE 5 ISSUANCE AND PAYMENT OF THE LOAN 

1. Precondition of Issuing Loan 

Unless the following preconditions are consecutively satisfied
or Party B gives up the whole or part of such preconditions, Party B is
obligated to issue the Loan as long as: 

(1)             
Party A has fulfilled related approvals, registrations, deliveries, insurance
and other legal procedures as required under this Contract;

(2)             
If the Contract requires any guarantee, such guarantee meeting Party B’s
requirements has been effective and continues to be effective;

(3)             
Party A has opened an account for withdrawing and depositing money as required
by Party B;

(4)             
Party B does not breach the Contract;

(5)             
No situation that will harm the credit of Party A as agreed under the Contract
has occurred;

(6)             
Issuance of the Loan under the Contract by Party B is not prohibited or limited
by laws, regulations or competent authorities;

(7)             
The financing index of Party A consecutively meets the requirements as addressed
in Annex 2 titled “Financing Index Binding Provision”;

(8)             
Party A has submitted relevant materials as agreed in the Contract prior to
issuing the Loan;

(9)             
The materials provided by Party A to Party B are legal, authentic, integrated,
accurate, effective and meet the other requirements of Party B; and

(10)            Other
pre-conditions: _____________________. 

2.             
Loan-paying Plan 

Loan paying means Party B issues the Loan to the Loan Issuing
Account in accordance with the requirements of Party B and as agreed in the
Contract. 

Loan-paying plan shall be decided in accordance with the second
method as follows:

(1)             
Loan-paying Plan: 

	(i) Date 	Amount: 
	(ii) Date 	Amount 
	(iii) Date 	Amount 
	(iv) Date 	Amount 
	(v) Date 	Amount 


4 




Exhibit 10.1 

	(vi) Date 	Amount 



	(2)             
      Loan-paying Plan: 	  
	(i) From February, 14, 2012 to March 14, 2012 	 
	Amount: RMB Four Million and Five Hundred Thousand; 	 
	(ii) From______to 	Amount 
	(iii) From______to 	Amount 
	(iv) From______to 	Amount 
	(v) From______to 	Amount 
	(vi) From______to 	Amount 


(3) Paying at any time as required by Party A; or 
(4)
_______________.

3.             
Party A shall use the Loan in accordance with the above Loan-paying Plan set
forth in section (2). Unless Party B agrees in writing, Party A shall not
accelerate, postpone, split or cancel the Loan. 

4.             
If Party A divides and uses the Loan more than once, the expiration date of the
Loan shall be decided in accordance with Article 3 of the Contract. 

5.             
Materials Provided by Party A. 

Party A and Party B choose to use the No.2 item as
follows (item No.1 or No.2) regarding the agreement on Party A’s providing
materials: 

No.1 

(1)             
Only satisfying the requirement: 

            
(i)             
Single use of the Loan exceeds RMB10,000,000 and any payment under such Loan
exceeds
RMB10,000,000; 
            
(ii)             __________________.


Party A shall provide Party B the following materials no later
than _____working days prior to using such Loan: 

             
(i)             
Loan archived documents and payment settlement certificates signed and chopped
by Party
A; 
            
(ii)             
Transactional documents including, but not limited to, goods, services, capital
contracts and/or invoices in writing or in electronic format that can be
evidence for the capital and use of such Loan; 

5 




Exhibit 10.1 

and other documents by Party A as required by Party B
(including, but no limited to, business licenses, power of attorney, bylaws,
shareholders resolutions, board resolutions and other materials of the parties
having transactions with Party A). 

(2)             
Except for the above agreements or that Party B decides that Party A is
authorized to decide the payment as agreed in section 7 hereinafter based upon
Party B’s reviewing the materials provided by Party A, Party A shall provide the
following materials to Party B no later than ____________working days prior to
using such Loan: 

            
(i)             
 Plan of using the Loan in line with the proposed Loan (Form of Plan of
using is specified in Annex 3
hereto); 
            
(ii)             
Loan archived documents signed and chopped by Party A. 

No.2 

Regardless of the amount of each Loan, Party A shall provide
Party B with the following materials no later than 2 working days prior
to using such Loan: 

            
(i)             
 Loan archived documents and payment settlement certificates signed and
chopped by Party
A; 
            
(ii)             Transactional
documents (including, but not limited to, goods, services, capital contracts
and/or invoices in writing or in electronic format that can evidence the capital
and use of the Loan; 

and other documents by Party A as required by Party B
(including, but no limited to, business licenses, power of attorney, bylaws,
shareholders resolutions, board resolutions and other materials of the parties
having transactions with Party A). 

6.              
 Entrusted Payment of Party B 

(1)             
Application of Entrusted Payment of Party B 

In the event that a single payment meets the requirement of
section (ii), such payment should be entrusted to Party B, i.e. Party A
irrevocably entrusts Party B to pay the capital to a third party who has a
transaction with Party A. Party A is prohibited to extend such a payment to its
cooperator or any third party. 

            
(i)             
A single payment that exceeds RMB10,000,000, any payment within the scope of
such capital to a third party exceeds RMB10,000,000, and Party B approves the
payment to the payee based upon materials provided by Party
A; 
            
(ii)              
Regardless the amount of each Loan, Party B is entrusted to fulfill the
payment; 
            
(iii)             
____________________. 

6 




Exhibit 10.1 

(2)             
In the event that Party B is entrusted to fulfill the payment, Party B shall
archive such capital to the Loan Issuing Account and pay the Loan to the account
of the cooperator of Party A directly. Party A shall not dispose the Loan in any
manner (including, but not limited to, transferring and withdrawing deposit).


(3)             
Party B will conduct a formal examination on the amount of payment, time of the
payment, the payee, the method of payment and the underlying accounting based
upon materials provided by Party A. After Party B finishes such an examination
of the above elements and decides that such elements meet Party B’s
requirements, Party B shall pay for the partner of Party A. Once the Loan is
archived into the account of the partner, it will deem that Party B fulfills the
obligation of the entrusted payment. Party A shall confirm whether such a
payment is successful within one (1) working day after the payment in a timely
manner. If the payment fails, Party A shall inform Party B at once. Party A
shall guarantee that the partner and use of the Loan are in line with the
transactional documents. 

(4)             
The formal examination of the above elements of payment means that neither
confirms Party B the authenticity and legal compliance of any transaction nor
intervenes with any dispute between Party A and its cooperator or any other
third party or any responsibility and duty burdened by Party A. For any damages
suffered by Party B due to the entrustment, Party A shall compensate Party B.


(5)             
In the event that any payment was not successfully or timely archived into the
account of Party A’s cooperator due to the materials provided by Party A not
being integrated, authentic, in compliance with the specific use of the capital,
or the conflicts exist in the materials provided by Party A, which are not the
fault of Party B, both Parties shall follow the agreements below: 

             
(i)             
all the damages, including, but not limited to, failure of paying the Loan or
failure of paying the Loan in a timely manner, shall be burdened by Party A.
Party B shall not be liable for such damages and any loss suffered by Party B
shall be compensated by Party
A; 
             
(ii)            
Party A shall not dispose such a Loan in any manner (including, but not limited
to, transferring and withdrawing
deposit);
             
(iii)            Party A
shall provide new materials and correct information within _2_ working
days as required by Party B. 

If Party A breaches any of the above agreement, Party B is
authorized to recover such loan capital ahead of the schedule. 

(6)             
Any failure, mistake, delay of paying the Loan, other risks, liabilities and
damages shall be burdened by Party A and Party B shall not be liable for the
aforementioned. Party A shall compensate Party B all the damages arise hereof.


7 




Exhibit 10.1 

7.             
Payment by Party A 

In the event that does not satisfy the requirements addressed
in the above section 6(1) regarding the entrusted payment, Party A is authorized
to pay by itself, i.e. Party A will pay for its cooperator after Party B’s
archiving the loan capital into the Loan Issuing Account based upon Party A’s
application for withdrawing deposit. Party A shall guarantee that the cooperator
and use of the Loan are in line with the transactional documents. 

8.             
Regardless of whether the payment is made by Party A or entrusted to Party B,
once the loan capital is archived into the Loan Issuing Account, it is deemed
that Party B has fulfilled its obligation of issuing the capital. Party A shall
guarantee that the status of the Loan Issuing Account is normal (including, but
not limited to, freezing by competent authorities, deducting and so on). Any
freezing or deducting conducted by the relevant authorities after the loan
capital is archived into the Loan Issuing Account, other risks, liabilities and
loss shall be shouldered by Party A. All the damages suffered by Party B shall
be compensated by Party A. 

9.             
When any of the following events occur, Party B is authorized to change the
method of paying the loan capital, including, but not limited to, adjusting the
entrusted payment (such as, adjusting the standard amount of the entrusted
payment), altering the payment method of a single loan capital and so on: 

            
(i)               
Party A breaches any agreement under this
Contract; 
            
(ii)              
Any event that could harm the credit of Party B as agreed under this
Contract; 
            
(iii)             
Other situations where Party B deems that it is necessary to change the payment
method of the loan capital. 

When Party B changes the payment method, Party A shall provide
new materials as agreed under this Contract and required by Party B. 

ARTICLE 6 USE AND SUPERVISION OF THE ACCOUNT 

1.             
Loan Issuing Account 

The Loan Issuing Account under this Contract shall be decided
in accordance with the No.2 method as follows: 

               
(i)             
Within ____ working days after the Contracts becomes effective and prior to the
first loan issuance, Party A shall open a special capital issuing account under
the services of Party B. This account shall specialize in issuing and paying all
the loans under the Contract. 

8 




Exhibit 10.1 

               
(ii)             
Other accounts of Party A opened under the services of Party B (Account No.:
35001677607059558888). 

2.             
Capital Collecting Account 

(1)            Within
___ working days after the Contract becomes effective, Party A shall open a
capital colleting account or use an existing account (Account No.:
35001677607059558888) as the capital collecting account under the
services provided by Party B.

(2)            Party
A shall report the fund flows of the capital colleting account to Party B
quarterly (“monthly” or “quarterly”) as a circle. Party A shall collect
and report the fund flows of the last circle to Party B no later than fifteen
(15) working days at the beginning of each circle.

(3)            Party
B is bestowed to manage the fund flows of the capital collecting account,
concretely; the capital collecting account shall meet the (i), (ii), (iii)
and (vi) requirement as follows: 

            
(i)            Average
capital stock in the account: No less than RMB2,400,000 per
day. 
            
(ii)           Time of the
collecting fund: Prior to the maturity date of the
Loan. 
            
(iii)           Ratio of total
sale amount of Party A collected into the account: No less than the
ratio between the balance of Party B’s loan to Party A and the collective
balance of Party A’s loan from all
banks.
            
(iv)           Limitation on a
single amount in the account payable to the outside:
_______
            
(v)             Limitation
on amount in the account per day payable to the outside:
_______
            
(vi)            Limitation
on signing with online banks: Consent from Party B is required if
paying through online
banks. 
            
(vii)            Any
payment of the capital of the account to the outside shall be agreed by Party
B. 
            
(viii)           Such an
account shall only be used for collecting or paying loans under the Contract and
is not allowed to be used for any other
purpose. 
            
(ix)             
____________________________________________________
            
(x)              
Other requirements provided by Party B; (xi) Shall execute any related
arrangement in line with the account management agreement entered into by Party
A and Party B. 

ARTICLE 7 REPAYMENTS 

1.               
Sequence of Repayment 

The repayment by Party A under the Contract shall be in
accordance with the following rules: 

9 




Exhibit 10.1 

Party B has the right to require Party A to repay any fee that
should have been burdened by Party A but advanced by Party B as agreed under the
Contract, and fees incurred to realize the credit of Party B. The remainder of
the repayment shall be used to repay the interest first and then repay the
principal in line with the rule of clearing the interest with the principal.
However, as to the overdue principal and interest for ninety (90) days without
being collected or other loans as regulated by laws, regulations and ordinances,
Party A shall repay the principal first and then repay the interest after
fulfilling the above fees. 

2.              
 Repayment of Interest 

Party A shall repay Party B the interest at the date of
settling such interest. The first day of repaying the interest is the first day
of settling the interest after issuing the Loan. At the last time of repaying
the Loan, the interest shall be repaid together with the principal. 

3.              
 Plan of Repaying Principal 

The plan of repaying principal shall be decided in accordance
with the No. 2 method: No. 1 method: 

	(1) 	
      Date , amount ;

	(2) 	
      Date____________, amount _____________;

	(3) 	
      Date____________, amount _____________;

	(4) 	
      Date____________, amount _____________;

	(5) 	
      Date____________, amount _____________;

	(6) 	
      Date____________, amount
_____________;



No. 2 method: One-time repayment on maturity date.

4.               
Method of Repayment 

Party A shall prepare enough capital in the capital colleting
account or other accounts opened under the services of Party B prior to the
repayment date and make such accounts automatically transferred (Party B is
authorized to draw the repayment in the account), or Party A shall repay the
Loan via other accounts on the repayment date as agreed under this Contract.


5.               
Pre-repayment (early payment or prepayment) Prepayment of the loan 

In the event that Party A decides to repay the Loan ahead of
schedule, it shall inform Party B the prepayment in writing thirty (30)
working days in advance. After Party B’s consent, Party A is authorized to repay
the partial or whole of the interest and principal ahead of schedule. 

10 




Exhibit 10.1 

The amount of the prepayment by Party A shall be computed based
upon the actual days of using the Loan and the interest of the Loan shall be in
accordance with the Contract. 

In the event that Party B agrees to the prepayment of the loan
by Party A, Party A is authorized to charge Party B compensation that shall be
decided in according with the 1st standard as follows:


(1)             
Amount of compensation = amount of the repayment principal*number of repayment
months*1‰, less than a month will be deemed as a month. 

(2) ____________. 

If Party A repays the Loan in installments and repays part of
the principal, it shall repay the Loan in an opposite sequence. After
prepayment, the interest on the remainder of the Loan shall be decided in
accordance with the Contract. 

ARTICLE 8 RIGHTS AND OBLIGATIONS OF PARTY A 

1.              
 Rights of Party A 

(1)             
Party A is authorized to require Party B to issue the Loan in accordance with
the Contract;

(2)             
Party A is authorized to use the Loan in line with the Contract;

(3)             
Party A is authorized to propose extending the term of the Contract by meeting
the requirements of Party B;

(4)             
Party A is authorized to require Party B to keep trade secrets regarding
materials of accounting information and operation provided by Party A
confidential, except for otherwise required by laws, regulations, competent
authorities or agreed by both Parties;

(5)             
Party A is authorized to prohibit any attempt at bribery by Party B and its
employees and to report any behavior by Party B that breaches the laws and
regulations relating to credit and loan interest, services charge and other
behaviors to relevant authorities. 

2.               
Obligations of Party A 

(1)             
Withdraw deposits in line with the agreements under the Contract, fulfill
repayment of the interest and principal of the Loan as well as the burden of any
fees incurred under the Contracts;

(2)             
Provide relevant accounting information, materials of business operation and
other documents as required by Party B, including, but not limited to, the
quarterly 

11 




Exhibit 10.1 

balance sheet and income statement (income and expenditure
statement for a public institution) of last quarter within the initial
fifteen (15) days of first month of each quarter, provide the cash flow
of each fiscal year as of or as at the end of the current fiscal year, and
guarantee that all the materials provided are legal, authentic, integrated,
accurate and effective.

(3)             
In the event that disadvantaged matters that will harm the debt paying ability
of Party A or the credit of Party B occur, or the name, legal representative
(supervisor), residence, business scope, registered capital, bylaws of company
and other changes relating to administration on industry and commerce, Party A
shall inform Party B within three (3) working days in written and provide
materials after such changes;

(4)             
Party A shall use the Loan in line with the Contract without the diversion or
embezzling of funds, illegally engaging in business and transactions, investing
in fixed assets or equity interests via the Loan, using the Loan in the areas of
production and operation prohibited by the State, using the Loan for exchange of
the debts incurred in the course of investing in the fixed assets and equity
interests of Party A; Party A shall coordinate and accept the examination and
supervision by Party B regarding the business operation and accounting
activities, use and payment of the Loan under the Contract, and relevant
management requirements by Party B after issuing the Loan; Party A shall not
rescind funds, transfer assets or take advantage of affiliated transactions to
avoid any debt; Party A shall not use any false contracts entered into with its
affiliates and credits of any negotiation or debt receivable to obtain any
discount or pledge from a bank and extract any bank capital or credit; Party A
shall repay the Loan in accordance with the Contract and shall not avoid the
entrusted payment of Party B via breaking down into elements.

(5)             
If Party A uses the Loan under the Contract to engage in production, Party A
shall obey relevant national regulations of environment protections;

(6)             
Party A shall not provide a guarantee to a third party by using the assets under
the Contract without obtaining the consent from Party B prior to repaying the
interest and the principal of the Loan;

(7)             
If Party A is a group client, Party A shall report any affiliated transactions
accounting for 10% or more of Party A’s net assets, including (i) the
relationship of each transaction party; (ii) essential transactional items;
(iii) amount of the transactions or relevant ratio; (iv) pricing policies
(including those transactions without amount or with only nominal amount);

(8)             
Prior to Party A’s merger, spin-off, transfer of equity interests, investment,
material increase of debt financing and other significant events, Party A shall
obtain a written consent from Party B. However, such consent of Party B will not
affect any right to remedies asserted by Party B when Party B deems that the
above events may harm the credit of Party B;

(9)             
Party A shall report the use and repayment of the Loan to Party A. Party A shall
report the use and repayment of the Loan of last month to Party B within the
initial ten (10) working days of each month and provide actual use of the
Loan until such Loan has been fulfilled. The format of such report is specified
in Annex 4 hereto.

12 




Exhibit 10.1 

ARTICLE 9 RIGHTS AND OBLIGATIONS OF PARTY B 

1.               
Party B is authorized to require Party A to repay the principal, interest and
fees in a timely manner, manage and control the capital flow of the Loan,
actively monitor the whole fund flow of Party A, collect the repayment ahead of
schedule based upon the capital collecting of Party A, exercise other rights
under the Contract and require Party A to perform other obligations under the
Contract; 

2.              
 Party B is authorized to participate in the big financing of Party A (i.e.
the total amount exceeds RMB50,000,000 or the equivalent currency), assets sale,
merger, spin-off, restructure of equity interests, bankruptcy, liquidation and
other activities to safeguard the credit of Party B. The details of the plan of
participation shall be according to 1st and
3rd item: 

(1)             
When Party A engages in the above activities, it shall obtain the consent of
Party B;

(2)             
Party B shall arrange for the big financing of Party A;

(3)             
The sale price of Party A’s assets and buyer shall be in line with the following
requirements: 
The sale price of Party A’s assets shall be no less than
the price evaluated by a professional assessment agency;

(4)             
Other methods that Party B deems appropriate to adopt. 

3.               
Party B shall issue the Loan in line with the Contracts, except for any delay or
failure caused by Party A or which cannot be imputed to Party B; 

4.               
Party B shall keep trade secrets regarding accounting information and business
operation provided by Party A confidential except for otherwise required by
laws, regulations, competent authorities or agreed by both Parties; 

5.               
Neither shall Party B attempt to bribe Party A and its employees nor seek,
accept any bribery attempted by Party A; 

6.              
 Neither shall Party B perform dishonestly or harm Party A’s legal rights.


ARTICLE 10 BREACH OF CONTRACT AND REMEDIES WHEN SITUATIONS
THAT MAY HARM CREDIT OF PARTY B HAPPEN 

1.              
 Breach of Contract by Party B and Liabilities 

(1)             
In the event that Party B does not issue the Loan in line with the Contract
without legitimate reasons, Party A is authorized to require Party B to fulfill
the specific performance of issuing the Loan according to the Contract; 

13 




Exhibit 10.1 

(2)             
If Party B charges unnecessary interest and fees by disobeying national laws or
prohibitive regulations, Party A is authorized to require Party B to return such
expenses. 

2.               
Breach of Contract by Party A 

(1)             
Party A breaches any agreement under the Contract or any legal obligation;

(2)             
Party A expresses or demonstrates by its conduct that Party A will not perform
any of the obligation under the Contract; 

3.               
Situations that May Harm Credit of Party B 

(1)             
Party B will deem the following events potentially harmful to the credit of
Party B under the Contract: occurrence of contract, trust (take over), lease,
shareholding reform, decrease of registered capital, investment, association,
merger, acquisition, purchase and restructure, spin-off, joint venture,
substantial increase of debt financing, suspension of business, application for
dissolution, revocation, application for bankruptcy, change of control of the
actual shareholder or controller, transfer of material assets, winding up,
closing of business, stiff fines by competent authorities, de-registration,
revocation of business license, involving in significant legal disputes,
difficulties of business operation or deterioration accounting, descending of
credibility, inability to perform the normal obligations by the legal
representative or the supervisor;

(2)             
Party B will deem the following events potentially harmful to the credit of
Party B under the Contract: Party A fails to fulfill other maturity debts
(including the debts to the entities of the China Construction Bank at each
level and other debts to any third party), transfer the properties at a low
price or without consideration, lessen or exempt credits of a third party,
reluctantly perform other credits or rights, provide guarantee to a third party;
Party A’s financial index does not consecutively meet the requirement addressed
in the Annex 2 named “Financing Index Binding Provision”; the fund flow of any
account of Party A becomes abnormal (including, but not limited to, the capital
collecting account and other accounts supervised by Party B); Party A materially
breaches the Contract; The profitability of Party A falls; Use of the Loan
becomes abnormal;

(3)             
Party A abuses the independent status of the legal entity or the limited
liability of shareholders;

(4)             
Any pre-condition of consecutively issuing loan by Party B under the Contract
does not satisfy;

(5)             
Party B will regard the following situations of the guarantor of the Contract as
the events that may harm the credit of Party B under the Contract: 

               
(i)             
Breach of any agreement under the guarantee agreement or the warranties and
representations have any false statement, mistake, or omission; 

14 




Exhibit 10.1 

              
(ii)             
Occurrence of contract, trust (take over), lease, shareholder reform, decrease
of registered capital, investment, association, merger, acquisition, purchase
and restructure, spin-off, joint venture, substantial increase of debt
financing, suspension of business, application for dissolution, revocation,
application for bankruptcy, change of control of the actual shareholder or
controller, transfer of material assets, winding up, closing of business, stiff
fines by competent authorities, de-registration, revocation of business license,
involvement in significant legal disputes, difficulties of business operation or
deterioration accounting, fall in credibility, inability to perform the normal
obligations by the legal representative or the
supervisor; 
               
(iii)             
Other events of losing or potentially losing of the ability to guarantee. 

(6)           
Party B will regard the following situations of the mortgage and pledge as the
events that may harm the credit of Party B under the Contract: 

               
(i)             
Damages, loss and decrease of value of the property under mortgage or pledge due
to the behavior of any third party, expropriation by the State, confiscation,
condemnation, re-collection without compensation, removal, market changes or other
reasons; 
               
(ii)              Properties under mortgage or pledge are attached, detained, frozen,
deducted, under liens, auctioned, supervised by administrative authorities, or
their ownerships are under
disputes; 
              
(iii)             
Mortgagee or pledgor breaches any agreement under the mortgage or pledge
agreement or the warranties and representations have any false statement,
mistake, or
omission; 
               
(iv)             
Other events that may harm the realization of Party A’s credit in the mortgage
or pledge. 

(7)           
Failure of formation, ineffectiveness, invalid, revocation, and cancellation of
the Contract, guarantor’s breaches or expression that he will not perform his
duties, or the guarantor deems that any event that may harm the credit under the
Contract; or 

(8)           
Any other events that Party B deems could harm the credit of Party B under the
Contract. 

4.             
Measures of Remedies for Party B 

In the event that the following section (2) and section (3)
occur, Party B is authorized to a right or some of the rights as stated above:


	(1) 	
      Terminating the Loan;

	(2) 	
      Supplementing the conditions regarding issuing the Loan
      and payment;

	(3) 	
      Altering the payment method of the
Loan;



15 




Exhibit 10.1 

(4)              Declaring an immediate maturity of the Loan and requiring
Party A to repay any principal, interest and fee regardless whether such Loan
has been due under the Contract; 
(5)              When Party A fails to use the Loan in
accordance with the Contract, Party B is authorized to require Party A to pay a
penalty fee equivalent to 0.05% per day of the amount that is used not in
line with the Contract and to refuse any capital that has not been withdrawn by
Party A under the Contract; 
(6)              In the event that Party A does not use the
Loan in line with the Contract, Party B is allowed to charge interest and
compound interest according to the penalty rate and agreements of the interest
settlement under the Contract commencing from the date when the Loan is not used
as agreed in the Contract to the date when both the principal and the interest
have been repaid; 
(7)              When any overdue repayment occurs and Party A fails to
fulfill the repayment of the loan principal and interest (including the loan
capital and interest that have been declared as partial or whole maturity),
Party B is authorized to charge Party A the interest and the compound interest
according to the penalty rate and agreements of the interest settlement under
the Contract commencing from the date when the Loan is not used as agreed in the
Contract to the date when both the principal and the interest have been repaid.
An overdue loan means that Party A fails to repay the loan or fulfill the loan
installments in line with the Contract. 
Prior to the maturity of the Loan,
any overdue interest of Party A shall be collected at a compound interest in
according with the interest rate and the method of settlement under the
Contract: 
(8)              Other measures of remedies, including, but not limited to:

               
(i)             
Party B is authorized to withdraw RMB or other equivalent currency from the
account of Party A opened in the banking system of the China Construction Bank
without informing Party A in
advance; 
               
(ii)             Exercising
rights of the
guarantee; 
               
(iii)           Party A is
required to provide new guarantees for all the debts under the
Contract; 
               
(iv)           Refusal of
Party A’s disposing of relevant deposit in the bank account of opened in the
banking system of the China Construction
Bank; 
               
(v)            Dissolution
of the Contract. 

ARTICLE 11 MISCELLANEOUS 

1.             
Burden of Fees 

Any fee of legal services, insurance, evaluation, registration,
safeguarding, appraisal, notary, tax, technology, environment, commission of
settlement of payment relating to the Contract or its guarantee agreements shall
be burdened by Party A except for otherwise agreed. 

16 




Exhibit 10.1 

All the fees actually incurred in the course of realizing Party
A’s credit (including, but not limited to, litigation fees, arbitration fees,
property preservation fees, business trip expenses, execution fees, evaluation
fees, auction fees, notary fees, delivery fees, announcement fees, legal service
fees and other fees) shall be the responsibility of Party A. 

2.             
Use of Party A’s Information 

Party A vests rights of inquiry of the credibility of Party A
in the relevant credibility database established and approved by the Bank of
China and administrations of credit investigation or with other relevant
entities and departments in Party B, and also authorizes Party B to submit any
information of Party A to credibility databases set up and approved by the Bank
of China and administrations of credit investigation. Party A also authorizes
Party B to use and disclose Party A’s information for purpose of business in a
reasonable manner. 

3.             
Announcement and Collection 

Party B is authorized to report any overdue loan or other
breach of contract of Party A to the relevant department or entity, and to
collect the overdue repayments by means of announcement and through the news
media. 

4.             
Evidentiary Effect of Party B’s Record 

Unless any reliable and definite evidence exists, internal
accounting records of Party B regarding the principal, interest, fees and
records of repayment, receipts and certificates produced or reserved by Party B
in the course of providing services of any withdraw, repayment, payment of
interest for Party A, and records and certificates in the course of collecting
the loan will constitute valid evidence of the credit relationship between Party
A and Party B. Party A can not challenge such evidence by reason of Party B’s
unilaterally conducting or reserving the above records, receipts or
certificates. 

5.             
Reservation of Rights 

Any tolerance, extension, preference of any breach or delay of
the Contract or postponing of the performance of any right under the Contract
can neither be regarded as giving up any right or benefit under the Contract or
permission or acknowledgement of any breach of the Contract, nor limiting,
prohibiting or halting the consecutive performance of such right and other
rights or incurring that Party B’s burdening the responsibilities and
liabilities of Party A. 

6.             
Except for the debts under the Contract, in the event that Party A is also the
creditor of Party B of other debts which have expired, Party B is authorized to
collect RMB or equivalent currency in the account of Party A opened in
the banking system of the China Construction Bank. Party B shall not challenge
that right of Party A. 

17 




Exhibit 10.1 

7.             
In the event that Party A changes its business address or notice, it shall
inform Party B in writing in a timely manner. Any damage incurred due to delayed
notice shall be burdened by Party A. 

8.             
Collection of Accounts Payable 

For all the accounts payable of Party A under the Contract,
Party B is authorized to withdraw RMB or other equivalent currency from the
account of Party A opened in the banking system of the China Construction Bank
without informing Party A in advance. When the foreign currency needs to go
through foreign exchange settlement or procedures of sale of foreign currency,
Party A shall coordinate such settlements and procedures. The exchange risk rate
shall be the responsibility of Party A. 

9.             
Dispute Resolutions 

Any dispute occurs in the course of performing the Contract.
Such dispute could be resolved by negotiation otherwise, it will be resolved via
the 1st method as follows: 

(1)            File
a suit in the People’s Court where Party B resides. 

(2)            Submit
the dispute to ______________Arbitration Commission (the location is
____________________) in accordance with current and valid rules implemented by
the Commission. The arbitral verdict is final and binding for both Parties. 

In the course of a litigation or arbitration, other sections
not involved in the dispute shall still be performed. 

10.            Pre-condition
of Effectiveness 

The Contract will be effective after signed and chopped by both
the legal representative (supervisor) of Party A or its authorized power of
attorney and the legal representative (supervisor) of Party B or its authorized
power of attorney. 

11.            The
Contract is in four duplicates. 

12.            Other
agreed items. 

1.             
Overdue date under this Contract means the expiry date of the Loan.


2.              Party
  A shall complete withdrawing all deposit within the guaranteed period agreed
  in Loan-paying plan under the Contract. The amount without withdrawn in time
  shall become void automatically.

18 




Exhibit 10.1 

3.             
The credit under this Contract is within the scope of the Maximum Mortgage
Agreement titled 2011 Jian Ping Song Gao Di Zi No.3. 

ARTICLE 12 CLARIFICATION PROVISIONS 

1.             
Party A clearly understands the business and limited authorization of Party B.


2.             
Party A has reviewed all the provisions under the Contract. As required by Party
A, Party B has provided relevant explanation of provisions of the Contract.
Party A has fully understood and acknowledged the meaning of the provisions
under the Contract and the legal consequence hereof. 

3.             
The signing and performing of the obligations under the Contract by Party A
satisfy laws, regulations, ordinances and articles of association or internal
documents of Party A. Party A has obtained the approval by both its internal
department and/or competent State authorities. 

4.             
The production and operation of Party A are in compliance with laws and
regulations. 

5.             
Party A is capable of a consecutive operation and legal sources of repayment the
Loan. 

6.             
Party A covenants that the Loan under the Contract demonstrates the real need of
using the Loan and does not exceed the actual need. 

7.             
Good credibility of both Party A and its controlling shareholder without any bad
records. 

8.             
Party B is authorized to entrust other branches of the China Construction Bank
to issue the Loan under the Contract, perform and fulfill the obligations and
duties under the Contract. Party A shall not object such entrustment. 

9.             
Party A covenants that, at the time of making this Contract, no behavior or
event of breaking any laws, regulations and ordinances regarding environment
protection, energy saving and emission reduction and reduction of pollution, and
Party A will strictly obey relevant laws, regulations and ordinances regarding
environment protection, energy saving and emission reduction and reduction of
pollution. If Party A falsely makes the above statements, fails to perform the
above covenants, or any possibility that any occurrence of energy consumption or
risk of pollution, Party B is authorized to stop issuing the Loan, declare the
maturity of the credit ahead of schedule, or resort to other remedies as agreed
under this Contract or permitted by laws. 

19 




Exhibit 10.1 

Party A (office seal): Fujian Yada Group Co., Ltd 

Legal Representative (Supervisor) or Authorized Proxy
(Signature): 

Date: February 14, 2012 

 

Party B (office seal): Songxi Sub-branch of China Construction
Bank Corporation Limited

Legal Representative (person-in-charge) or Authorized Proxy
(Signature): 

Date: February 14, 2012 

20 




Exhibit 10.1 

Annex 1 

Basic Situation of the Loan 

1.      
       Detailed Use of the Loan under the Contract


Daily operation capital turnover for payment of goods, etc.


Unless obtaining a written consent by Party B, Party A can not
change the detailed use of the Loan. 

2.             
Source of the Repayment under the Contract 

Business Income 

Party A shall guarantee the authenticity, legality of the
source of the repayment and flow of the repayment shall be stable and
sufficient. 

3.             
Others: 

None. 

21 




Exhibit 10.1 

Annex 2 

Financial Index Binding Provisions 

Financial index of Party A shall consecutively satisfy the
following restrictions: 

The liquidity ratio is no less than 1.0, the quick ration is
no less than 0.5 and the asset-liability ratio is no more than 60%. 

Party B is authorized to change the above restrictions upon
informing Party A twenty (20) days in advance. 

22 




Exhibit 10.1 

Annex 3 

Loan-using Plan 


  	Contract No. 	 	  	  	 
	Loan-using Date 	 	  	  	 
	No. 	Planned Usage 	Planned 

        Amount 	Planned Payee 

        (If any) 	Notes 
	1 	  	  	  	 
	2 	  	  	  	 
	Total       	RMB ______(in words:                      
        ) 
	  	  	  	  	 
	  	  	  	  	 
	  	Name of the Borrower (Seal): 	  	  	 




23 




Exhibit 10.1 

Annex 4 

Report of Payment by Party A 


  	Contract No. 	  
	Submission Date 	  
	

        No. 	

        Actual Use 	

        Payee 	

        Amount 	

        Certificate 	Planned Event or 

        Not 
	1 	  	  	  	  	  
	2 	  	  	  	  	  
	Total 	RMB______ (in letters:                      
        ) 
	
           

          Name of the Borrower (Seal): 

          

        

	Result 

        of 

        Internal 

        Review 	
 

        Account Manager (Signature): 
	
 

        Issuance and Payment Reviewed by (Signature): 




24