exv10w7






Exhibit 10.7



Appendix 2:




Contract No.: 16084000557




Fixed Assets Loan Agreement




Borrower (Party A): Lishan Senbao (shanghai) Investment Management Co., Ltd.

Domicile (address): Third floor, fifth floor of No. 57 Building, No. 461, Hongcao Road

Legal representative: Zhang Tuo





			
	Lender (Party B):	 	Shanghai Caohejing Hi-Tech Park Branch, Industrial and Commercial Bank of China
Co., Ltd.





Domicile (address): No. 900, Yishan Road

Legal representative (responsible person): Xu Guanghua






 









 






Contents




	 	 	 
	Article I

	 	Party A’s statement and suretyship
	 
	 	 
	Article II

	 	Type of loans
	 
	 	 
	Article III

	 	Use of loans
	 
	 	 
	Article IV

	 	Amount and period of loans
	 
	 	 
	Article V

	 	Interest rate and interest-bearing of loans
	 
	 	 
	Article VI

	 	Withdrawal conditions
	 
	 	 
	Article VII

	 	Withdrawal arrangements
	 
	 	 
	Article VIII

	 	Source of repayment fund and repayment
	 
	 	 
	Article IX

	 	Guaranty
	 
	 	 
	Article X

	 	Rights and obligations
	 
	 	 
	Article XI

	 	Default and liabilites
	 
	 	 
	Article XII

	 	Effectiveness, amendment, dissolution and termination
	 
	 	 
	Article XIII

	 	Dispute resolution
	 
	 	 
	Article XIV

	 	Other issues agreed by parties
	 
	 	 
	Article XV

	 	Supplementary provisions






 









 






Whereas,




Party A, for the uses specified in Article 3.1 of this contract, applied for loans from Party B;



and



Party B agreed to provide the loans to Party A, in order to define the rights and obligations of
the two parties, in accordance with the “Contract Law”, the “Lending General Provisions” as well as
other related laws and regulations, Party A and Party B signed the contract through equal
negotiations and agreements.



Article I      Party A’s statement and suretyship





	1.1	 	Party A is established in accordance with the law, is an entity with legal person
qualifications (or is a branch legitimately authorized by a legal person institution), and has
the right to perform the contract in accordance with the law.
	 
	1.2	 	The projects to be constructed using the loans under the terms of the contract have obtained
the approval or approbation of related government agencies.
	 
	1.3	 	Various accountant statements and materials provided for the investigation, review,
management of project loans shall be authentic, accurate and complete.





Article II      Type of loans





	2.1	 	The loans under the contract are fixed assets loans.





Article III      Use of loans





	3.1	 	The use of the loans granted under the contract is: alteration construction and
decoration of the 44 stores owned by Party A.
	 
	3.2	 	Without Party B’s written consent, Party A shall not change the use of the loans as defined
in the contract.





Article IV      Amount and period of loans





	4.1	 	The amount of the loans under the contract is RMB (amount in words) one hundred and
seventy-two million (amount in figure) 172,000,000 Yuan (in case the amount in figure
is inconsistent with the amount in words, the amount in words shall prevail, throughout the
contract).
	 
	4.2	 	The period of the loans under the contract is 36 months, from September 28, 2008 to
September 27, 2011. In case of withdrawal through several transactions or maturity by multiple
transactions, the maturity date of the last transaction shall be no later than the above
mentioned deadline.





Article V      Interest rate and interest-bearing of loans




 









 









	5.1	 	The interest of the loans under the contract shall be computed by day in accordance with the
actual number of lending days starting from the actual day of withdrawal (daily interest rate=
annual interest rate/360). The interest shall be settled by month (month/season). The
day of interest settlement is the twentieth day of each month (the twentieth day of
each month/the twentieth day of the last month of each season). If the day of interest
settlement is not a working day of the bank, then it shall be prolonged accordingly to the
next working day of the bank. When the loans expire, the interest shall be clear with the
principal.
	 
	5.2	 	The interest rate of the loans under the contract shall be determined by the terms specified
in 5.2.2.






	 	5.2.1	 	The annual interest rate is the fixed interest rate of       %, which shall not be
adjusted during the period of the contract.
	 
	 	5.2.2	 	The interest rate of the contract is defined as raise (raise/lower)
0% based on the People’s Bank of China’s benchmark interest rate of the same
category (that is, the benchmark interest rate of loans of the same period). The
contract interest rate of each withdrawal shall be computed separately, and will be
adjusted once for each period, where the period is defined by year  (year/half
year/season/month), for each withdrawal transaction. The time to determine the interest
rate of the first period is the actual withdrawal payment day. Party B shall determine
the interest rate of the first period in accordance with the People’s Bank of China’s
benchmark interest rate of the same category of the day and the floating range as agreed
by the two parties. The time to determine the interest rate of the second period and all
subsequent periods is the corresponding day of the actual withdrawal payment day. Party
B shall determine the interest rate of that period of the withdrawal transaction in
accordance with the People’s Bank of China’s benchmark interest rate of the same
category of the corresponding day and the floating range agreed by the two parties. In
case that in the month of adjustment there is no corresponding day with an actual
withdrawal payment day, then the last day of that month shall be deemed the
corresponding day. The corresponding day of the actual withdrawal payment day for each
withdrawal transaction refers to the date one period after the actual withdrawal payment
day of the withdrawal transaction. For instance, if the actual withdrawal payment day is
May 9th of the year, then the corresponding day of the second period shall be
June 9th of the year if a period consists of one month; August 9th
of the year if a period consists of one season; November 9th of the year if a
period consists of half a year; and May 9th of the following year if a period
consists of a year, and so on.
	 
	 	5.2.3	 	Other terms:                                                                         
                            
                         
                         
                         
   






	 	 	                         
                         
                         
                         
                         
                         
                         
                                     

Party B shall notify Party A in writing within 30 days from the day of the change of interest
rate, while whether the notice is delivered or not shall not affect its implementation.






	5.3	 	If the People’s Bank of China adjusts the interest rate or the methods to determine the
interest rate, then it shall be handled in accordance with the related regulations of the
People’s Bank of China.





Article VI      Withdrawal conditions




 









 









	6.1	 	Before each withdrawal transaction, Party A shall satisfy the following conditions:






	 	6.1.1	 	The guaranty contract has been established in accordance with the law and come
into effect;
	 
	 	6.1.2	 	The capital and other funds to be duly raised for the projects constructed using
the loans under the terms of the contract are in place in accordance with the specified
time and proportion;
	 
	 	6.1.3	 	No excessive costs had been resolved through self-financing;
	 
	 	6.1.4	 	The progress of projects has been achieved in accordance with the plan;
	 
	 	6.1.5	 	The withdrawal formalities have been processed in Party B’s premise according to
the terms of the contract;
	 
	 	6.1.6	 	No breach of contract as specified by the contract has occurred; and
	 
	 	6.1.7	 	Other related materials have been provided to handle the loans in accordance
with Party B’s requirements.





Article VII      Withdrawal arrangements





	7.1	 	The terms of withdrawal for the loans under the contract shall be implemented in accordance
with the following 7.1.3.






	 	7.1.1	 	Party A withdraws the money in one time on           Month           Day,           Year, and
transfer all the loans to the account opened in Party B’s premise;
	 
	 	7.1.2	 	Party A withdraws the money through            transactions, the specific amount and
date of which are as follows:






	 	7.1.2.1	 	          Month           Day,           Year, amount (in words)                      Yuan (in figure:
                     Yuan);
	 
	 	7.1.2.2	 	          Month           Day,           Year, amount (in words)                      Yuan (in figure:
                     Yuan);
	 
	 	7.1.2.3	 	          Month           Day,           Year, amount (in words)                      Yuan (in figure:
                     Yuan);
	 
	 	7.1.2.4	 	          Month           Day,           Year, amount (in words)                      Yuan (in figure:
                     Yuan);
	 
	 	7.1.2.5	 	          Month           Day,           Year, amount (in words)                      Yuan (in figure:
                     Yuan);






	 	7.1.3	 	Other terms of withdrawal:
	 
	 	 	 	The company withdraws the money through several transactions according to its
need., the withdrawal period is from September 28, 2008 to June 27, 2009. The
amount not withdrawn within the withdrawal period shall be regarded as quota
surrendered by Party A. After the withdrawal period, Party A shall not withdraw
the remaining amount for any reason.                     
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         







	7.2	 	Party A shall withdraw the loans according to the agreements as Article 7.1 of the contract.
In case of a special circumstance, it shall issue a written
application, and, upon a written consent




 









 







	 	 	of Party B, may advance or postpone the time of withdrawal by up to            days.






	7.3	 	If Party B requests to cancel all or part of the amount of money not withdrawn under the
contract, it shall submit a written application to Party B 30 days in advance of the
withdrawal date specified by the contract, and such amount may be cancelled after receiving a
written consent of Party B.
	 
	7.4	 	The specific withdrawal date and repayment date in the contract shall be the actual date
recorded in the receipt for the borrowed money handled by Party A and Party B. The receipt for
borrowed money or the loan withdrawal document comprises an indispensable part of the
contract. The contract shall prevail in cases of inconsistencies, except for dates, between
the receipt and the contract.




Article VIII      Source of repayment fund and repayment





	8.1	 	The capital for Party A’s repayment of the principal and interest of the loans under the
contract is attributed but not limited to:






	 	8.1.1	 	Revenue of Party A’s main business and other revenues                
                         
                         ;
	 
	 	8.1.2	 	                         
                         
                         
                         
                         
                         
          .






	8.2	 	No agreement in which Party A is an interested party, concerning Party A’s source of
repayment capital, shall affect Party A’s performance of its repayment obligation under this
contract. Under no circumstances shall Party A cite Article 8.1 to refuse to perform its
repayment obligation under the contract.
	 
	8.3	 	Party A shall pay the interest on time and in full in accordance with the terms of the
contract, and repay the principal of the loans in accordance with the following agreement as
in Article 8.3.3:






	 	8.3.1	 	Repay the principal in one time, Party A shall repay all the principal of the
loans on           Month           Day,           Year;
	 
	 	8.3.2	 	Repay the principal by several times, the specific amount of repaid principal
and date are as follows:






	 	8.3.2.1	 	          Month           Day,           Year, amount (in words)                      Yuan (in figures:
                     Yuan);
	 
	 	8.3.2.2	 	          Month           Day,           Year, amount (in words)                      Yuan (in figures:
                     Yuan);
	 
	 	8.3.2.3	 	          Month           Day,           Year, amount (in words)                      Yuan (in figures:
                     Yuan);
	 
	 	8.3.2.4	 	          Month           Day,           Year, amount (in words)                      Yuan (in figures:
                     Yuan);
	 
	 	8.3.2.5	 	          Month           Day,           Year, amount (in words)                      Yuan (in figures:
                     Yuan);





(Additional pages can be attached in case of more periods)





	 	8.3.3	 	Other terms of principal repayment:
	 
	 	 	 	Repayment through multiple transactions: repay 35 million Yuan before the
expiration of the first year period beginning the first day of withdrawal by Party A;
repay 57 million Yuan before the expiration of the second year period beginning the
first day of withdrawal by Party A; and repay 80 million Yuan before the deadline of




 









 






	 	 	 	the loans specified by the contract. The repayment shall be made per season.
          






	8.4	 	If Party A intends to make the repayment in advance, it shall submit a written application to
Party B 30 days prior to the date of the intended earlier repayment, and shall receive a
written consent of Party B;
	 
	8.5	 	If Party A intends to make the repayment in advance, it shall receive a consent of Party B,
and the repaid principal shall be no less than                      Yuan (amount in words), and shall be the
integral multiples of                      Yuan (amount in words).
	 
	8.6	 	The principal that Party A repaid in advance shall offset in reverse order according to
the repayment order set forth in Article 8.3.2 of the contract or according to the repayment
order determined by the receipt of the loans.
	 
	8.7	 	The deposit balance of the settlement account that is opened by Party A in Party B’s premise
seven days prior to the interest settlement date or the principal repayment date specified by
the contract or determined by the receipt of the loans shall be no less than the interest
or/and the principal to be duly paid. Otherwise, Party B shall have the right to suspend
or cancel the loans that Party A has not withdrawn or used, and shall have the right to
collect part or all of the loans in advance; for the loans that cannot be collected, the
liquidated damages shall be collected, computed on daily basis according to the interest rate
of overdue loans. In addition, Party A authorizes Party B to collect the principal and
interest of the loans to be duly paid by Party A from the account that Party A opens in Party
B’s system on the specified interest settlement date or the principal repayment date.





Article IX      Guaranty





	9.1	 	The terms of the guarantee for the loans under the contract are: suretyship, mortgage.
          
	 
	9.2	 	Party A is obliged to proactively assist Party B and prompt Party B and the surety to sign
the guarantee contracts on the specific guarantee issues of this contract with No.
16084000557101, 16084000557102, 16084000557103 and 16084000557201.
	 
	9.3	 	If the guarantee under the contract changes negatively to the creditor rights of Party B,
upon Party B’s notice, Party A shall separately provide a guarantee that satisfies Party B
according to the requirements.





Article X      Rights and obligations





	10.1	 	Rights and obligations of Party A:






	 	10.1.1	 	Withdraw and use the loans according to the period and use of loans specified in the
contract;
	 
	 	10.1.2	 	Do not repay the loans in advance without Party B’s consent;
	 
	 	10.1.3	 	Accept Party B’s investigation, understanding and supervision of the use situations of
the loans under the contract in a timely manner;
	 
	 	10.1.4	 	Proactively cooperate with the investigation, understanding and supervision of its
situations relating to production, operation, project construction and financial
situations, and provide report materials such as the balance sheet, income statement ,
etc. of each period to Party B;
	 
	 	10.1.5	 	Proactively support Party B to participate in related issues such as three calculation




 









 






	 	 	 	review (budget estimates, budget, final accounts), engineering bidding and project
completion acceptance, etc.;






	 	10.1.6	 	Pay off the principal and interest of the loans under the contract according to the
terms of the contract;
	 
	 	10.1.7	 	Assume the expenses of related costs under the contract, including but not limited to
the costs of events such as notarization, authentication, evaluation, registration,
etc.;
	 
	 	10.1.8	 	Send out the return receipt within 3 days after signing the collection letter or
collection file delivered through mail or other forms by Party B;
	 
	 	10.1.9	 	When carrying out actions such as contracting, renting, shareholding reform, joint
operation, merger, acquisition, joint-venture, separation, equity change, major assets
transfer as well as other actions that suffice to affect the exercise of Party B’s
rights and interests, Party A shall notify Party B at least 30 days in advance and
receive a written consent of Party B, otherwise the abovementioned actions shall not be
conducted before paying off all the debts;
	 
	 	10.1.10	 	In case of changes in items of business registration such as residence,
correspondence address, business scope, legal representative, etc., Party A shall notify
Party B in writing within 7 days after such changes;
	 
	 	10.1.11	 	In case of any other events that jeopardize its normal operations or have serious
negative influence on its performance of the repayment obligations under the contract,
including but limited to major economic disputes, bankruptcy, worsening financial
situations, etc., Party A shall immediately notify Party B in writing;
	 
	 	10.1.12	 	Upon a business closure, dismissal, suspension and rectification, revocation or
cancellation of the business license, Party A shall notify Party B in writing within 5
days after such event, and shall ensure to repay the principal and interest of the loans
immediately;
	 
	 	10.1.13	 	Assume all the costs such as lawyer’s cost, etc. incurred during the exercise of
Party B’s creditor rights under the contract;
	 
	 	10.1.14	 	Timely, completely and accurately disclose its related parties’ relationship and the
associated transactions to Party B, in accordance with the “Accounting Standards for
Enterprises —Disclosure of related parties’ relationship and their transactions”, the
related parties in this article refer to:






	 	10.1.14.1	 	Enterprises directly or indirectly controlled by Party A, enterprises
directly or indirectly control Party A, as well as enterprises the same
enterprises that control Party A;
	 
	 	10.1.14.2	 	Party A’s cooperative enterprises;
	 
	 	10.1.14.3	 	Party A’s associated enterprises;
	 
	 	10.1.14.4	 	Party A’s major individual investors, key management personnel or their
closely related family members;
	 
	 	10.1.14.5	 	Enterprises directly controlled by Party A’s major individual investors, key
management personnel or their closely related family members.






	 	 	 	The other words in this article have the same meaning with the identical
words in the “Accounting Standards for Enterprises —Disclosure of related parties
‘relationship and their transactions”.






	10.2	 	Rights and obligations of Party B:




 









 












	 	10.2.1	 	Ask Party A to provide all materials related to the loans;
	 
	 	10.2.2	 	Collect the principal, interest, compound interest, penalty interest of the loans and
all other costs to be paid duly by Party A under the contract from Party A’s account in
accordance with the terms of the contact as well as laws and regulations;
	 
	 	10.2.3	 	In cases of Party A’s evasion of Party B’s supervision, default of the principal
and interest or other serious actions of breach, Party B shall have the right to carry
out credit sanctions, shall have the right to notify related departments or units, and
shall have the right to issue a collection notice through news media;
	 
	 	10.2.4	 	Provide Party A with the loans on time and in full, according to the terms of the
contract (except delays caused by Party A’s fault);
	 
	 	10.2.5	 	Keep confidential the materials and situations provided by Party A related to its
debts, finance, production, operation, etc., except as is otherwise regulated by the
contract or laws and regulations.





Article XI      Default and liabilities





	11.1	 	After the contract comes into effect, the interested parties of Party A and Party B shall
both perform the obligations specified in the contract. Any party who fails to perform all
the obligations specified in the contract shall assume the liabilities for breach of contract
in accordance with the law.
	 
	11.2	 	If Party A fails to handle and withdraw the loans in accordance with Article 7.1 of the
contract, Party B shall have the right to collect liquidated damages for delays computed on
daily basis according to the interest rate in the contract;
	 
	11.3	 	If Party B fails to grant the loans in accordance with Article 7.1 of the contract, it
shall pay the liquidated damages for delays computed on daily basis according to the interest
rate in the contract;
	 
	11.4	 	If, without the written consent of Party B, Party A repays the loans under the contract
in advance, Party B shall have the right to calculate and collect interests according to the
loan period and interest rate as specified in the contract.
	 
	11.5	 	If Party A fails to repay the principal and interest of the loans under the contract upon
expiration, Party B shall have the right to clear off such loans within a time limit, whereas
Party A authorizes Party B to confiscate the capital in all the accounts that Party A opens
in the Industrial and Commercial Bank of China and all of its branch institutions to
compensate for the debts under the contract. Meanwhile, for the overdue loans, the penalty
interest shall be computed and collected by an additional 40% plus the interest rate
in the contract. For the overdue interests, the compound interest shall be computed and
collected by an additional 40% plus the interest rate in the contract. If the amount
deducted is a foreign currency, it shall be computed according to the offer price of the
foreign exchange publicized by Party B on the day of deduction.
	 
	11.6	 	If Party B fails to use the loans as specified in the contract, Party B shall have the right
to suspend granting of the loans, and shall have the right to collect part or all of the loans
in advance or terminate the contract. For the loans that Party A uses in breach of the
contract, Party B shall calculate and collect the penalty interest by an additional
70% plus the interest rate in the contract according to the number of days of the uses
in breach, and calculate and 




 









 






	 	 	collect the compound interest by an additional 70% plus
the interest rate in the contract for the unpaid interest.






	11.7	 	During the loan period, the compound interest shall be computed and collected by the interest
rate in the contract for the interests not paid on time. After the loans become overdue, the
compound interest shall be computed and collected by the interest rate specified
in 11.5.
	 
	11.8	 	If the circumstances listed in Articles 11.5 and 11.6 for the loans used by Party A occur
simultaneously, Party B shall penalize according to the more serious measure of the two, and
the two penalties shall not be imposed together.
	 
	11.9	 	If Party A conducts one of the following behaviors, it shall correct and take remedial
measures that satisfy Party B within 7 days after receiving Party B’s notice, otherwise, Party
B shall have the right to suspend or cancel the loans that Party A has not withdrawn or used,
and shall have the right to collect part or all of the loans in advance. For the loans that
cannot be collected, the liquidated damages shall be collected by the day according to the
interest rate of overdue loans; 






	 	11.9.1	 	Provide balance sheet, income statement and other financial materials that are false
or conceal important facts;
	 
	 	11.9.2	 	Do not cooperate or refuse to accept Party B’s supervision of its use of the loans and
related production, operation and financial activities;
	 
	 	11.9.3	 	Transfer or dispose, or threaten to transfer or dispose a material portion of its
property without the consent of Party B;
	 
	 	11.9.4	 	A material portion or all of its property is occupied by other creditors or taken over
by a designated trustee, recipient or similar personnel, or its property is detained or
frozen, which might incur serious loss to Party B;
	 
	 	11.9.5	 	Without Party B’s consent, carry out contracting, renting, shareholding reform, joint
operation, merger, acquisition, joint-venture, separation, equity change, major assets
transfer as well as other actions that is material enough to affect the exercise of
Party B’s rights and interests and jeopardizes the safety of Party B’s creditor rights;
	 
	 	11.9.6	 	Occur changes in items of business registration such as residence, correspondence
address, business scope, legal representative, etc. or situations such as major external
investment, etc. that seriously affect or threaten the exercise of Party B’s creditor
rights;
	 
	 	11.9.7	 	Involvement in major economic disputes or worsening financial situations, etc. that
seriously affect or threaten the exercise of Party B’s creditor rights;
	 
	 	11.9.8	 	Fail to perform the information disclosure obligations of Party A or its related
parties are in one of the following situations, which might have negative influences on
Party B’s performance of its obligations under the contract:






	 	11.9.8.1	 	Worsening financial situation of Party A’s related parties;
	 
	 	11.9.8.2	 	Party A or any of its related parties is filed and punished or dealt with
punishment measures in accordance with the law by the judiciary department or
administrative law enforcement department of taxation, business, etc. and
administrative management department;
	 
	 	11.9.8.3	 	The relationship of controlling and being controlled between Party A and its
related parties changes;
	 
	 	11.9.8.4	 	Party A’s related parties are involved in or might be involved in major




 









 






	 	 	 	economic disputes, lawsuit and arbitration;






	 	11.9.8.5	 	Party A’s major individual investors, key management personnel undergo
abnormal changes or are investigated or restricted of personal freedom by the
judiciary department in accordance with the law due to suspected crime activities;
	 
	 	11.9.8.6	 	Other situations occurred to Party A’s related parties that might have
negative influences on Party A;






	 	11.9.9	 	Failure to repay any other debts of money payment assumed by Party A after their
maturity (including those announced as mature in advance), or failure to perform or
breach any obliged agreement or document that might affect Party A’s capacity to perform
the obligations under the contact;
	 
	 	11.9.10	 	Any other situations that might threaten the exercise of Party B’s creditor rights
under the loan contact or lead to great loss to be suffered by Party B.





Article XII      Effectiveness, change, dissolution and termination





	12.1	 	The contract shall come into effect from the day that legal representatives (responsible
persons) of Party A and Party B or their authorized agents sign or stamp the seal and stamp
the official seal, and shall come into effect after the guarantee contract comes into effect
if there is guarantee. The contract shall terminate on the day the principal, interest,
compound interest, penalty interest, liquidated damages and all other due costs are paid off.
	 
	12.2	 	Under one of the following circumstances, Party B shall have the right to require Party A to
repay the principal and interest of the loans in advance and compensate the loss:






	 	12.2.1	 	When Party A undergoes a business closure, dismissal, business suspension and
rectification, revocation or cancellation of the business license;
	 
	 	12.2.1	 	The guarantee under the contract has some negative changes on Party B’s creditor
rights, and Party A fails to provide the necessary guarantee according to party B’s
requirements;
	 
	 	12.2.3	 	Party A fails to repay the loans on time or fails to use the loans according to the
use as agreed, incurs overdue interests, or commits other serious breach of contract.






	12.3	 	If Party A requires an extension of the time limit of the loans, it shall submit a written
application and the surety’s written opinion of continuous suretyship to Party B 30 days prior
to the termination of the contract. Upon Party B’s approval after review and the signing of an
extension agreement, the time limit of the loans under the contract can be extended. Before
the two parties sign the extension agreement, this loan contract shall continue to be
implemented.
	 
	12.4	 	After the contract comes into effect, other than the agreement already in the contract,
neither Party A nor Party B shall unilaterally alter or terminate the contract in advance. If
it is deemed necessary to alter or terminate the contract, it shall be based on a consensus
between Party A and Party B through negotiations a resulting written agreement. Before the
written agreement is reached, this contract shall continue to be implemented.





Article XIII      Dispute resolution




 









 









	13.1	 	For the dispute occurred in the course of performing the contract between Party A and Party
B, it shall first be resolved by Party A and Party B through negotiations. If the negotiations
fail, then it shall be resolved according to Article 13.1.2:






	 	13.1.1	 	Arbitration by                   ;
	 
	 	13.1.2	 	Resolution through lawsuit in the court with jurisdiction over Party B.





Article XIV      Other issues agreed by parties





	14.1	 	In case of overspending in Party A’s projects, Party A shall solve it by self-raised
funds. 
	 
	14.2	 	Without the consent of Party B, it shall not add new external bank financing, provide
guarantee and external investment in the name of the project constructed under the
contract.
	 
	14.3	 	If Hanting Xingkong (Shanghai) Hotel Management Co., Ltd, Shanghai Yiju Hotel Management
Co., Ltd or Hanting (Tianjin) Investment Consultancy Co., Ltd commits a breach of any other
loan contract with Party B or with other banks, or fails to repay any other debts of money
payment after maturity (including those announced as mature in advance), then it shall be
regarded that Party A has breached this contract, and Party B shall have the right to suspend
or cancel the loans that Party A has not withdrawn or used, and shall have the right to
collect part or all of the loans in advance. For the loans that cannot be collected, the
liquidated damages shall be collected by the day according to the interest rate of overdue
loans. 
	 
	14.4	 	Party A shall purchase proper property insurances for all the stores under the project
(see the attachment for the specific names and locations of the stores), with Party B as the
first beneficiary. The insurance period shall cover the loan period of the project.
	 
	14.5	 	All the stores open for business of Hanting brand economic chain hotels (including all
the stores owned by Party A and its related parties, see the attachment for details) shall be
brought into Party B’s cash management platform (partner shop, contracting operation,
joint-venture, joint-stock shops excluded), the business revenues of all the stores shall be
accumulated into the cooperate account (that is, the capital accumulation account, account No.
1001266319890000068) opened by Party A or its related parties through Party B’s cash
management platform.
	 
	14.6	 	Each day Party B shall monitor Hanting system’s capital in-flow of the above mentioned
capital accumulation account in Party B, and make necessary calculations at the end of each
month. If for two consecutive months, the collected capital per day is less than 50% of the
average daily amount of the operation revenue of the opened stores in that month that have
been brought into the cash management platform, Party B shall have the right to suspend or
cancel the loans that Party A has not withdrawn or used and shall have the right to collect
part or all of the loans in advance. For the loans that cannot be collected, the liquidated
damages shall be collected on daily basis according to the interest rate of overdue loans.
	 
	14.7	 	For the mortgage guarantee addressed in Articles 9.1 and 9.2 of the contract, the
guaranteed principal creditor rights is the 27301575 Yuan in the loan contract. The loan
contract system shall be respectively provided by Hanting Xingkong (Shanghai) Hotel Management
Co., Ltd, Shanghai Yiju Hotel Management Co., Ltd or Hanting (Tianjin) Investment Consultancy
Co., Ltd. The three parties jointly and severally provide the suretyship guarantee for the
172000000.00 Yuan in the loan contract.




 









 











Article XV      Supplementary provisions





	15.1	 	The appendixes of the contract comprise an indispensable part of the contract and shall have
equal legal effects along with the text of the contract.
	 
	15.2	 	During the performance of the contract, if a certain withdrawal day or repayment day is not a
working day of the bank, then it shall be prolonged accordingly to the next working day of the
bank.
	 
	15.3	 	The contract is made out in twenty-four copies of one format, with Party A holding
one copy, Party B holding one copy, and with the           mortgagor, surety           party
holding one copy. All copies shall have equal legal effects.





Party A (official seal):

Lishan Senbao (shanghai) Investment Management Co., Ltd.

Legal representative (or entrusted agent): Zhang Tuo

September 22, 2008




Party B (official seal):

Shanghai Caohejing Hi-Tech Park Branch, Industrial and Commercial Bank of China Co., Ltd.

Legal representative (or entrusted agent): Xu Guanghua

September 22, 2008