Silvan Industries Ltd.: Exhibit 10.2 - Filed by newsfilecorp.com











Guizhou Xingyi Rural Cooperative Bank  


No.: XNHY (2011) LDZi No. 055 


Exhibit 10.2 





Working Capital Loan Contract

 (English Translation) 



 


between 


Borrower: Qian Xi Nan Aosen Forestry Company, Limited 


and


 Lender: Guizhou Xingyi Rural Cooperative Bank 


 


 


 


Prepared by Guizhou Xingyi Rural Cooperative Bank 


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Guizhou Xingyi Rural Cooperative Bank

Working Capital Loan Contract 

This Contract is entered into by and between the Borrower:
Qian Xi Nan Aosen Forestry Company, Limited (organization code:
76608081-7) (“Party A”), having its address at Hexing Village,
Dingxiao Development Zone, Guizhou Province, and the Lender:
Guizhou Xingyi Rural Cooperative Bank (“Party B”) (referred to as
the Parties collectively and the Party individually). 

WHEREAS Party A applies to Party B for a loan and Party B
agrees to offer such loan, THEREFORE, after friendly negotiations, the Parties
agree to reach the following terms and conditions for mutual observance, in
accordance with applicable laws and regulations. IT IS AGREED AS FOLLOWS: 

Article 1 Amount of the Loan 

Party A hereby applies to Party B a loan amounting to
RMB24,000,000 (in words: twenty four million) (in case of any
conflict between the number in figures and in words, the number in words shall
control, the same below) (the “Loan”). 

Article 2 Purpose of the Loan 

The Loan is used for the purpose of working capital (used to
purchase the raw materials like wood, paraffin wax, etc. and equipment
components and spares). 

Article 3 Term of the Loan 

The term of the Loan contemplated hereunder is 12
months, commencing from April 30, 2011 and ending on April 29,
2012. 

During the term of this Contract, the actual granting day and
due day hereunder shall be subject to the Loan Receipt. The Loan Receipt and the
Withdrawal Evidence shall be an integral part of this Contract and legally
authentic to this Contract. 

Article 4 Loan Interest Rate, Default Interest Rate and
Calculation & Settlement of Interests 

1. Loan Interest Rate 

The interest rate of the Loan hereunder is 0.8715 % (on a
yearly/monthly basis), which is i) detailed below: 

(1) fixed interest rate, i.e. the interest rate hereunder
remains unchanged even in case of adjustment of state interest rate within the
effective term of this Contract; 

(2) floating interest rate, i.e. increase/decrease by ___%
based on the benchmark rate, from the value day, in case of change of benchmark
interest rate, Party B will make corresponding adjustment according to the
regulations of the People’s Bank of China and it is not necessary to sign a
contract or obtain Party A’s consent otherwise for such purpose. 

2. Default Interest Rate 

(1) If Party A fails to use the Loan for the purpose as
specified herein, the default interest rate shall be increased by 100%
based on the interest rate as stated in this Contract; 

(2) If Party A’s Loan hereunder is overdue, the default
interest rate is increased by 50% based on the interest rate as stated in
this Contract; 

3. The “value day” hereof shall mean such day when the Loan
granted initially hereunder is deposited into Party A’s account. 

When the Loan is granted for the first time, the benchmark
interest rate is defined as the interest rate of the loan at the same level as
issued by the People’s Bank of China on the value day; thereafter, when the
interest rate of the loan or default interest rate is adjusted according to
abovementioned provisions, the benchmark interest rate shall mean the interest
rate of the loan at the same level as issued by the People’s Bank of China on
the adjustment day; if no interest rate of the loan at the same level is issued
by the People’s Bank of China, the benchmark interest rate is the interest rate
of the loan generally accepted in the banking industry or at the same level,
except otherwise stated by the Parties. 

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4. The interest rate of the Loan shall be calculated from the
day when the Loan is deposited into Party A’s account. The Loan hereunder is
calculated the interest rate on a daily basis. The daily interest rate = monthly
interest rate/30 = annual interest rate / 360. If Party A fails to pay the
interests in schedule, the compound interest will be collected from the next
day. 

5. Settlement of Interests 

(1) As for the Loan subject to the fixed interest rate, upon
settlement of interests, the interests shall be calculated as per the specified
interest rate. As for the Loan subject to the floating interest rate, the
interests shall be calculated according to the interest rate determined
according to the floating period; If there are several floating interest rates
in a single settlement period, it is required to first calculate the interests
of each floating period, and then calculate the interests during the interest
settlement period based on the sum of the interest rates in different floating
periods on the interest settlement day. 

(2) The Loan hereunder will be settled the interests on a
quarterly basis. The interest settlement day is generally the
20th day of (each month/the last month of a quarter). 

Article 5 Granting and Payment of the Loan 

1. Prior Conditions for Granting of the Loan 

(1) Except entire or partial waiving by Party B, Party B is
obliged to grant the Loan, provided, however, that: 

a) Party A has completed the legal formalities for approval,
registration, delivery and others relating to the Loan hereunder, in accordance
with the applicable regulations. 

b) If any guaranty is set up hereunder, the guaranty contract
to the satisfaction of Party B or other guaranty mode has become effective; 

c) In the course of application for the Loan, the Loanee has
provided the Loaner with all documents and materials as requested by the Loaner
and the documents and materials remain effective; 

d) Party A doesn’t fall within any of breaches as specified in
this Contract; 

e) If Party A adopts the trusted payment, Party A shall have
the formalities for application for withdrawal and trusted payment done and
provide relevant transaction materials consistent with the Loan purpose; if
Party A adopts the payment by itself, Party A shall handle the withdrawal
application and provide relevant materials and fund use plan consistent with the
Loan purpose; 

f) The competent authority fails to set up any restrictions on
or prohibits granting of the Loan hereunder; 

g) Party A shall open a settlement account as the fund custody
account at Party B; 

h) The prior conditions for granting of the Loan as specified
by the Parties: 

_______________________________________________________________________________________________________________________________________________ .


(2) Party B will, within seven legal working days after
satisfaction of said prior conditions, issue the Loan. 

2. Mode of Payment, Payment Amount and Payment Counterparty of
the Loan 

As for the single payment amounting to more than RMB300,000,
Party A adopts the payment by means of trusted payment. The Loanee irrevocably
authorizes or trusts the Loaner to pay the Loan to the Loanee’s counterparty
consistent with the specified purpose hereunder according to the withdrawal
application and payment trustment after the guaranty becomes effective (or is
filed). 

As for the single payment amounting to not more than RMB300,000
and with an undefined counterparty, Party A adopts the payment by itself. The
Loaner will directly deposit the Loan to the Loanee’s account according to the
withdrawal application and the Loanee will pay the Loan to the counterparty
consistent with the specified purpose hereunder. 

The specific amount of the Loan and the counterparty shall be
the payment amount and counterparty as designated in the Loanee’s withdrawal
application. The Loanee’s withdrawal application and the Letter of Authorization
for Payment are an integral part of this Contract and shall be equally authentic
to this Contract. 

3. Withdrawal Plan 

(1) On ________________, amount: ______________
(2) On
________________, amount: ______________

(3) On ________________, amount: ______________



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If Party A indeed delays the withdrawal date, Party A is
required to get consent of Party B ___ days before withdrawal and pay Party B
the loss of interests caused thereby (the interests for the period of delayed
withdrawal – interests for current deposit at the same period = loss of
interests incurred to the Loaner). 

Article 6 Repayment 

1. Repayment Principle 

The repayment amount of Party A hereunder shall be repaid
according to the following principles: 

(1) As for the Loan with the principal overdue for 90 day that
is not recovered, the Loan with the interests overdue for 90 days that is not
recovered, the Loan that is not due or that is overdue not exceeding 90 days,
but for which Party A has stopped its operations or production or the projects
are stopped, or the Loan for which the laws or regulations have otherwise
specified, it is subject to the principle of “first repaying the principal and
then repaying the interests thereof”. 

(2) As for the Loan other than those specified in item i), it
is subject to the principle of “first repaying the interests and then repaying
the principal and the interests to be cleared with the principal”. 

2. Payment of Interests 

Party A shall pay the interests due to Party B on the interest
settlement day. The initial interest repayment day shall be the first interest
settlement day after granting of the Loan. Upon the last repayment, the
interests shall be cleared with the principal. 

3. Repayment Plan 

Party A shall repay the principal of the Loan according to the
following schedule: 

(1) On April 29, 2012, amount: RMB24,000,000

(2) On ________________, amount: ______________
(3) On ________________,
amount: ______________
(4) On ________________, amount: ______________

4. Repayment Mode 

(1) Party A shall, before the repayment day as contemplated
hereunder, deposit adequate amount payable at that period into the account
opened at Party B and repay the Loan by transfer, or on the repayment day as
specified herein, transfer the amount from any other account for repayment of
the Loan; if Party A fails to make repayment in schedule, Party B is entitled to
deduct the amount out of the deposit account opened at Party B and any of its
branches. This Article shall be deemed such irrevocable authorization by Party A
to Party B to directly deduct the principal and the interests thereof. 

(2) If Party A’s repayment account is registered for loss,
frozen, stopped payment, settled, or Party A needs to change the repayment
account, Party A shall go to Party B’s premises to handle the formalities for
repayment change. 

Before the change formalities are valid, if the original
repayment account has no adequate amount for transfer, Party A shall go to Party
B’s premises to handle the counter repayment procedures. Where Party A fails to
handle the formalities for change of repayment account in a timely manner or
fails to handle the counter repayment formalities in a timely manner, thereby
causing that the principal of the Loan and the interests thereof and other fees
incurred are not settled in schedule, Party A shall bear the liabilities for
breach of contract. 

5. Advanced Repayment 

(1) When Party A repays the interests of the Loan, it just
notifies Party B of the same in advance. 

(2) When Party A repays the principal of the Loan, it shall
file written application ___ legal working days in advance and after consent of
Party B, may repay all or part of the principal of the Loan in advance. 

If Party A repays the principal of the Loan in advance, Party A
agrees to pay Party B the penalties amounting to (advanced repayment amount x
__% x days in advance). 

If Party A repays the Loan by installments, in the event of
repayment of part of the principal of the Loan, Party A shall repay the amount
according to the sequence opposite to the repayment plan. After advanced
repayment, the Loan that is not repaid yet shall be subject to the interest rate
as specified in this Contract. 

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6. Extension or Delay of the Loan 

(1) Party A shall make repayment in schedule. If Party A needs
to extend or delay the repayment schedule, Party A shall file an application for
such purpose within 30 days before the Loan is due. Party B will carry out the
credit extension review of Party A according to Party A’s application and after
consent of Party B, handle the formalities for extension or delay. 

(2) After Party B agrees to handle the formalities for
extension or delay, the term of the Loan and the term of guaranty shall remain
effective until the principal of the Loan and the interests thereof are cleared
or postponed accordingly. 

(3) If Party B objects extension, Party A
shall repay the principal of the Loan and the interests thereof pursuant to this
Contract. 

Article 7 Loan Guaranty 

The guaranty mode of the Loan hereunder is SURETY. 

Article 8 Party A’s Rights and Obligations 

1. Party A’s Rights 

(1) Request Party B to grant the Loan under the terms of this
Contract; 

(2) Use the Loan for such purpose as specified in this
Contract; 

(3) Under such conditions as required by Party B, apply to
Party B for extension or delay of the Loan; 

(4) Request Party B to keep confidential relevant financial
documents and commercial secrets relating to the production and operation as
provided by Party A, except otherwise regulated by the laws and regulations;


2. Party A’s Obligations 

(1) As requested by Party B, provide such materials relating to
the financial and accounting and production and operation; being liable for
authenticity, completeness and effectiveness of the materials as provided; 

(2) Use the Loan for the purpose as specified in this Contract;
being prohibited from occupying, embezzling or using them for such investment
like fixed assets and equities; being prohibited from using them in the field or
for such purpose as prohibited for production and operation by the state; 

(3) In case of trusted payment, handle the formalities for
withdrawal application and payment trustment at Party B and, under such
circumstance, Party B shall pay the Loan to the Loanee’s counterparty consistent
with the purpose as specified in this Contract; 

(4) The Loanee shall designate a special fund recovery account
and provide the outflow and inflow of the funds in such account in a timely
manner; 

(5) Party A undertakes to cooperate Party B with the management
of the payment of the Loan and post-loan management and relevant check and in
case of any major adverse matter that affects repayment ability, shall inform
Party B of the same in a timely manner; 

(6) In case of repayment by the Loanee, Party A shall regularly
summarize and report the payment of the Loan and shall, as requested by Party B,
provide the fund use records and materials in a timely manner; 

(7) Take initiative to cooperate with Party B and actively
accept Party B’s check and supervision of its operation and production,
financial activities and use of the Loan hereunder; 

(8) Has the consistent operating ability and legal repayment
sources and repay the principal of the Loan and the interests thereof in
schedule under the terms of this Contract; 

(9) Party A and its investors shall not draw or escape or
transfer their assets to avoid the debts to Party B; 

(10) Before repayment of the principal of the Loan and the
interests thereof, without consent of Party B, being prohibited from providing
any guaranty to any third parties by using the assets generating from the Loan
hereunder; 

(11) Within the effective term, if Party A provides guaranty
for others’ debts, which may affect the repayment ability hereunder, it is
required to inform in writing Party B of the same in advance and obtain Party
B’s consent; 

(12) If the guarantor hereunder is shut down, goes out of
business, is cancelled registration, is revoked the Business License, is
bankrupt, is cancelled the operation qualification, or is in the red, thus
losing the guaranty ability corresponding to the Loan entirely or partially, or resulting
in reduction of the value of the pledged properties, accidental damage or loss,
Party A shall provide other guaranty as recognized by Party B in a timely
manner; 

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(13) Within the effective term of this Contract, Party A shall
inform Party B of any change of Party A’s name, legal representative or person
in charge, address, operation scope or registered capital, etc. in a timely
manner; 

(14) Within the effective term of this Contract, if Party A
falls within such acts as external investment, substantial increase of debt
financing, contracting, leasing, transfer of equities, reforming of stock
system, joint operation, M&A, separation, joint venture, application for
shutdown, application for dissolution, application for bankruptcy, which
adequately affect realization of Party B’s creditor’s rights, Party A shall,
upon a prior 15-day written notice to Party B, inform Party B of the same and
obtain Party B’s consent and shall, as requested by Party B, exercise the
settlement and guaranty of the debts hereunder; 

(15) Within the effective term of this Contract, if Party A is
shut down, goes out of business, is revoked registration, is revoked the
Business License, or its legal representative or person n charge is involved in
the illegal activities or relates to any gross lawsuit activity, or Party A has
difficulty in production and operation and Party A’s financial status is
aggravating, thus substantially affecting its repayment obligations adversely,
Party A shall immediately notify Party B of the same and shall, as requested by
Party B, exercise the settlement and guaranty of the debts hereunder; 

(16) Bear the fees for attorney’s service, insurances,
evaluation, registration, custody, verification, notarization, etc. in
connection with this Contract and/or the guaranty hereunder. 

Article 9 Party B’s Rights and Obligations 

1. Party B’s Rights 

(1) Know Party A’s production and operation and financial
activities and request Party A to provide relevant plan & statistics and
financial statements, etc.; 

(2) As for the payables to Party B hereunder, deduct such
payables out of the account opened at Party B and any of its branches; 

(3) Designate a dedicated fund recovery account and if
necessary, monitor such account and take back the Loan in advance according to
the fund recovery situations; 

(4) In the course of payment of the Loan, if Party A’s credit
declines, Party A’s main business ability is weak or Party A’s use of the Loan
is abnormal, supplement the conditions for granting and payment of the Loan,
change the mode of payment of the Load and stop the granting and payment of the
Loan. 

2. Party B’s Obligations 

(1) Grant the Loan in full amount and in a timely manner under
the terms of this Contract, except for delay for any reason attributable to
Party A; 

(2) Keep confidential the financial materials and production
& operation information as provided by Party A, unless otherwise specified
by the laws and regulations. 

Article 10 Liabilities for Breach of Contract 

1. Breach Circumstances (1) Party A’s Breach of Contract 

In case of any or more of the following circumstances
hereunder, Party A is deemed breach of this Contract: 

a) Fail to follow or perform any of its commitments,
warranties, obligations or responsibilities hereunder fully or adequately; 

b) Fail to provide, as requested by Party B, true, complete and
effective financial statements and operation & production situations, etc.
or hide any critical facts; 

c) Fail to use the Loan as agreed upon by the Parties; 

d) Fail to pay the Loan in such matter as specified in this
Contract; 

e) Break through the restrictions on the financial indices as
specified; 

f) Fall within any gross cross breach event; 

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g) Fail to repay the principal of the Loan and the interests
thereof in schedule; 

h) Decline or hamper Party B’s supervision and check of the use
of the Loan; 

i) Transfer the assets, draw and escape the funds, in order to
escape from the debts; 

j) The operations and financial status are aggravating, thus
failing to clear the due debts, or involving or being about to involving any
lawsuit or arbitration proceedings and other legal disputes, in Party B’s
opinion, they may affect or have affected Party B’s rights and interests
hereunder; 

k) Any other debt burden by Party A may affect or has affected
Party B’s performance of its obligations hereunder; 

l) Party A is in the red or behind in payment of the principal
of any loan and the interests thereof of any other institution; 

m) Party A’s legal representative or person in charge is dead
or declared dead, missing, or becoming the person whose civil acts are limited
or lost, in Party B’s opinion, which may affect or damage or have affected or
damaged Party B’s rights and interests hereunder; 

n) The Loanee or its legal representative, shareholder or
contributor, etc. is suspected of involvement in any illegal activity or
criminal case; 

o) Within the effective term of this Contract, in case of any
act of changing the operation mode or transferring the operation system like
contracting, leasing, M&A, joint venture, separation, joint operation,
reforming of stock system, etc., in Party B’s opinion, which may affect or have
affected Party B’s rights and interests hereunder; 

p) Other circumstances, in Party B’s opinion, affecting
realization of Party B’s creditor’s rights; 

q) Breach of other obligations as specified in this Contract.


(2) If the guarantor falls within any of the following
circumstances and Party A fails to provide any new guaranty to the satisfaction
of Party B, it will be deemed breach of contract: 

a) The guarantor falls within contracting, leasing, M&A,
joint venture, separation, joint operation, reforming of stock system,
bankruptcy, revocation, etc., which affect the joint and several guaranty
liabilities of the guarantor; 

b) The guarantor provides such guaranty exceeding its burden
ability to any third party;


c) The guarantor loses or may lose the guaranty ability;


d) Other breach circumstances as specified in the guaranty
contract.


(3) If the mortgagor falls within any of the following
circumstances and Party A fails to provide any new guaranty to the satisfaction
of Party B, it will be deemed breach of contract: 

a) The mortgagor fails to handle the insurances for the
mortgaged properties, or after occurrence of any insurance accident, fails to
handle the insurance compensations in accordance with the terms of the mortgage
contract concerned; 

b) In case of damage to, loss or devaluation of the mortgaged
property for any reason attributable to any third party, the mortgagor fails to
handle the insurance compensations in accordance with the terms of the mortgage
contract concerned; 

c) Without written consent of Party B, the mortgagor donates,
transfer, leases or repeats the mortgage of, transfers or otherwise disposes of
the mortgaged properties; 

d) After consent of Party B, the mortgagor disposes of the
mortgaged properties; however, the amount from disposal of the mortgaged
properties is not handled according to the mortgage contract concerned; 

e) In case of damage to or loss or devaluation of the mortgaged
properties, which affects the clearance of the debts hereunder, the mortgagor
fails to recover the value of the mortgaged properties in a timely manner or
fails to provide other guaranties as recognized by Party B; 

f) Other breach circumstances as specified in the mortgage
contract concerned. 

(4) If the pledgor falls within any of the following
circumstances and Party A fails to provide any new guaranty to the satisfaction
of Party B, it will be deemed breach of contract:

a) The pledgor fails to handle the insurances for the pledged
properties, or after occurrence of any insurance accident, fails to handle the
insurance compensations in accordance with the terms of the pledge contract
concerned; 

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b) In case of damage to, loss or devaluation of the pledged
property for any reason attributable to any third party, the pledgor fails to
handle the insurance compensations in accordance with the terms of the pledge
contract concerned; 

c) After consent of Party B, the pledgor disposes of the
pledged properties; however, the amount from disposal of the pledged properties
is not handled according to the pledge contract concerned; 

d) In case of damage to or loss or devaluation of the pledged
properties, which affects the clearance of the principal of the Loan and the
interests thereof hereunder, the mortgagor fails to recover the value of the
pledged properties in a timely manner or fails to provide other guaranties as
recognized by Party B; 

e) Other breach circumstances as specified in the pledge
contract concerned. 

(5) If the guaranty contract or other guaranty is not effected,
is invalid or is cancelled, or the guarantor falls within other circumstances of
loss of all or part of its guaranty ability or rejects to perform the guaranty
obligations, Party A fails to exercise any new guaranty to the satisfaction of
Party B, it is deemed breach by Party A of this Contract. 

2. Remedies In case of any of breach events as described in
items (1) ~ (5), Party B is entitled to exercise one or more of the following
rights: 

1) Terminate this Contract in advance, stop the Loan not
granted yet, stop the granting and payment of the Loan, announce that the Loan
is immediately terminated and request Party A to immediately repay the principal
of the debts due and not due and the interests thereof and other fees incurred
caused thereby. 

2) Collect the penalties as per ___‰ of the principal of the
Loan. 

3) If Party A fails to use the Loan for such purpose as
specified in this Contract, as for the part embezzled by Party A, collect the
interests and compound interests as per the default interest rate and interest
settlement mode hereunder from the day upon use of the Loan for such purpose as
specified in this Contract to the day upon clearance of the principal of the
Loan and the interests thereof. 

4) Before the Loan is mature, the interests not repaid in a
timely manner are subject to the compound interests according to the interest
rate of the Loan and interest settlement mode as specified in Article 4 hereof.


5) After the Loan is overdue, as for the principal of the Loan
and the interests thereof not cleared by Party A in schedule (including the
principal of the Loan and the interests thereof mature in advance as declared by
Party B), the interests and compound interests will be collected according to
the interest settlement mode as specified in this Contract, from the overdue day
to the day upon clearance of the principal of the Loan and the interests
thereof. The term “overdue” hereof shall mean such act that Party A fails to
repay the Loan in schedule or according to the installments as specified in this
Contract. 

6) If the Loaner needs to realize its creditor’s rights by
means of lawsuit or arbitration due to Party A’s breach of contract, Party A
shall pay Party B such fees for realization of the creditor’s rights incurred by
Party B like legal costs, arbitration fees, public notification fees, demanding
fees, attorney’s fees, inquiry fees, traveling fees, etc. 

7) Deduct the amount out of the account opened by Party A at
Party B and any of its branches to repay the principal of the Loan and the
interests thereof and other fees to be borne by Party A under the terms of this
Contract. 

8) Request Party A to provide any new guaranty to the
satisfaction of Party B for all of the debts hereunder. 

9) Perform the guaranty rights and exercise the security
interest. 

10) Terminate this Contract. 

Article 11 Custody of Funds in the Account 

Party A hereby designates the account (account name: Qian Xi
Nan Aosen Forestry Company, Limited, account number:
2881010001201100024254, bank: the Operation Department of Guizhou
Xingyi Rural Cooperative Bank) opened at Party B as the custody account.
Party B is responsible for supervising the use of the Loan by Party A pursuant
to this Contract. Party A shall report in time the outflow and inflow of the
fund in this account. It is required to first use the Loan in respect of the use
of the fund in the custody account, after completion of the Loan, the remaining
funds shall be paid and settled in accordance with the Measures for the
Administration of the Payment and Settlement of the People’s Bank of China. 

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Article 12 Special Provisions on Trusted Payment by the
Loanee 

In the case of trusted payment by the Loanee as specified by
the Parties, Party A will irrevocably authorize or trust the trusted payment to
Party B. Party A shall be liable for authenticity, accuracy and legality of the
name, account number and bank information of the counterparty as provided by
Party B. 

Party B is entitled to review the Loanee’s conditions according
to the requirements for trusted payment, and has the right to request the Loanee
to provide corresponding documentation and to provide the inflow and outflow of
the current fund custody account. 

Article 13 Miscellaneous 

(1) In case of trusted payment, Party B shall make payment
according to Party A’s withdrawal application and the Letter of
Authorization for Payment of Loan. Party B assumes no liabilities for payment
error attributable to Party A or economic dispute between Party A and any
third party; Party A shall undertake any and all of legal liabilities
caused thereby. 

(2)
_______________________________________________________________________________________________________________________________-.

Article 14 Dispute Resolution 

Any disputes arising out of or in connection with this
Agreement shall be settled through mutual consultations between the Parties, if
no agreement is reached through consultations, such disputes will be settled by
means of 1 below: 1. To file a suit in the Party B’s local people’s
court; 2. To be submitted for arbitration to ____________Arbitration Commission.


During the litigation or arbitration, the terms that don’t
involve disputes still need to be performed. 

Article 15 Validity 

This Contract shall become effective after signature and seal
of the Parties. 

Article 16 This Contract is prepared in three
copies, each of which shall be held by Party A, Party B and the Guarantor
respectively and shall have the same legal effects. 

	THE LOANEE HAS CAREFULLY READ ALL OF THE TERMS AND
      CONDITIONS ABOVEMENTIONED. THE LOANER HAS EXPLAINED THE TERMS AND
      CONDITIONS HEREIN CONTAINED, AS REQUESTED BY THE LOANEE, HAS
      PERFORMED THE OBLIGATIONS OF REASONABLE PROMPTING AND INSTRUCTIONS.
      THE LOANEE HAS FULLY KNOWN THEIR MEANING AND FILED NO OBJECTION
      AGAINST THE CONTENTS OF THIS CONTRACT. 



	Loanee (seal): Qian Xi Nan Aosen Forestry
      Company, 	Loaner (seal): Guizhou Xingyi Rural
      Cooperative Bank 
	Limited 	  
	  	Legal Representative (Person in Charge) 
	Legal Representative (Person in Charge) 	or Authorized Person (signature or seal):

	or Authorized Person (signature or seal):
    	 
    
	  	Handled by: Feng Lijiang 
	  	  
	April 30, 2011 	April 30, 2011 


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