Unassociated Document


    
       

      EXHIBIT
10.17.7

       

    

    Credit
Granting Agreement*

     

    No.:
131062087009

     

    By and
among:

     

    The Lender (Party A):
 Guangdong
Development Bank Zhengzhou Huanghe Road Sub-branch

     

    Add:
No. 23, Huanghe Road,
Zhengzhou

     

    
      
        	
                Legal
      Representative/Responsible Person: Xu
      Jun,  Title: President

              


      

    

     

    
      
        	
                Tel:
      63914820  Fax: 63914820  Post
      Code: 450003

              


      

    

     

    
      
        	
                The Borrower (Party B):
      Henan Gerui
      Composite Material Stock Co.,
Ltd

              


      

    

     

    Add:
No.1, Xinzheng
Shuanghu Economic Development Zone

     

    Legal
Representative/Responsible Person: Lu Mingwang
  Title: Board
Chairman

     

    
      
        	
                Business
      License No.: 4900001005404

              


      

    

     

    
      
        	
                I/D
      No. (as Natural Person):     /                                
      

              


      

    

     

    
      
        	
                Tel:
      62566757     Fax:
         62566757       Post
      Code:                           
          

              


      

    

     

    Opening
Bank: Basic Account/Clearance Account:  Guangdong Development Bank
Zhengzhou Huanghe Road Sub-branch   A/C: 892051701004583

     

    General
Account/Savings Account (1)    /                 
     A/C:      /                                      


     

    (2)   /               
       A/C:       /                                     


     

    The Guarantor (Party C): Zhengzhou Aluminum Industry
Co., Ltd

     

    Add:
No. 10, Dianchang
Road, Zhongyuan District, Zhengzhou

     

    Business
License No.: 4100001005408

     

    Legal
Representative/Responsible Person:  Li
Congfu   Title: Board
Chairman

     

    I/D No.
(as Natural Person):          /                                                                                            
          

     

    Tel:                                           
 Fax:                                    
Post Code:                               
          
         

     

    Opening
Bank: Basic Account/Clearance Account:                                      
   A/C:                 
     

     

    General
Account/Savings Account (1)                                         A/C:                                     
   

     

    (2)                                    
   A/C:                                             

     

    Place
of Signing: Zhengzhou
City                                                                                                
     

     

     

    On the
basis of unconstraint, equality, mutual benefit and faithfulness and after the
negotiation of all parties and with the precondition that Party C provides
guarantee, Party A agrees to offer the comprehensive credit for Party B. For the
purpose of detailing the rights, obligations and liabilities of all parties,
this Contract is entered into and shall bind all parties.

    
       

      * 
This form of agreement is also used for the following bank payable
bills:

      Bill in
amount of RMB 8,000,000 valid from August 4, 2008 to February 4,
2009

      Bill in
amount of RMB 10,000,000 valid from August 5, 2008 to February 5,
2009

      Bill in
amount of RMB 9,700,000 valid from October 14, 2008 to April 4,
2009

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Part
I  Basic Information about the Credit Line

     

    Article
1  Amount

     

    The
maximal amount of the comprehensive credit (including security) Party A offers
for Party B under this Contract is RMB (in word) Forty Million Yuan
only, or the maximal open amount of such credit line (not including
security) is RMB (in word) Twenty Million Yuan
only.

     

    In
specific business, Party B can use any other currency. In such case; such
currency shall be converted into the credit line in the currency under this
Contract with the selling price of such foreign currency issued by Party A on
the day when such specific business occurs.

     

    Party A
agrees that Party B can use the credit without transacting guarantee procedures
every time provided that the total of the credits used by Party B does not
exceed the maximal credit line above-mentioned.

     

    The offer
of the credit within the above-mentioned comprehensive credit line by Party A
does not constitute that Party A must only offer the credit in full sum as
above-mentioned, but means that Party A shall have the right to offer the credit
according to the actual demand within the credit line.

     

    The term
“the Maximal Open Amount” as mentioned in this article shall refer to the
balance of the maximal comprehensive credit line under this Contract with the
security deducted.

     

    Article
2  Applicable Range of Credit

     

    The
credit under this Contract is applicable for the following items:

     

    
      
        	
                Items

              	
                Yes/No

              	
                Items

              	
                Yes/No

              
	
                Liquidity
      loan

              	
                Yes

              	
                Import
      L/C

              	
                No

              
	
                Bank
      payable bill

              	
                Yes

              	
                Shipping
      guarantee

              	
                No

              
	
                Trade payable bill discount/discountable credit

              	
                No

              	
                Import
      bill advance

              	
                No

              
	
                L/G

              	
                No

              	
                Packing
      loan

              	
                No

              
	
                Corporation
      Overdraft

              	
                No

              	
                Export
      bill purchase/Discount

              	
                No

              
	 
      	 
      	
                Foreign
      exchange instrument purchase

              	
                No

              
	 
      	 
      	
                Export
      rebate loan

              	
                No

              
	 
      	 
      	
                Export
      bill purchase under export credit insurance

              	
                No

              
	 
      	 
      	
                Export
      factoring

              	
                No

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

    

     

    For above
items: (√) mutually adjustable; (X) not mutually adjustable.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Article
3  Valid Period of Credit

     

    The valid
period of the credit under this Contract is twelve (12) months as
of July 21,
2008 and as at July 21, 2009. Within
such period, whether Party B can circularly use this credit shall be subject to
the detailed provisions of the following parts.

     

    The
term of “Valid Period of Credit” shall refer to the actual occurrence period of
the credit under this Contract. Not all credits occurring within the credit line
and the valid period of the credit must be discharged before the expiration of
such period. The actual occurrence date and the discharge date of every credit
in particular shall be subject to the starting date and ending date carried on
the borrowing loan certificates or other bonds and liability
vouchers.

     

    Article
4  Conditions to Use Credit

     

    Party B
can apply to use the credit within the credit line circularly for many times
provided that it meets the following conditions: (1) it has useable balance; (2)
its purpose and term comply with the provisions of this Contract; and (3) it has
performed all obligations under this Contract.

     

    Article
5  Interest Rate

     

    1. The
Renminbi loan shall adopt   /   %
monthly interest rate or   /   %
annual interest rate for short-term loan less than six (6) months, or   /   %
monthly interest rate or   8.217 % annual
interest rate for short-term loan more than six (6) months.

     

    2. The
foreign exchange loan shall adopt the interest rate mentioned in
Sub-paragraph   /  as
follows:

     

    2.1 Fixed
interest rate:   /    annually;

     

    2.2
Floating interest rate:   /  %
annual benchmark interest rate plus annual interest rate premium    /  %,
which shall be checked once every    /   
(month/quarter/half a year/year), and the checked interest rate shall be
informed by Party A in writing to Party B.

     

    2.3 Other
provisions:                     /                                   .

     

    3. Any
interest rate and expense rate executed for any other business shall be subject
to loan certificates or other bonds.

     

    4. The
calculation of the interest rate of the loan shall adopt Subparagraph 4.1 as
follows:

     

    4.1. The
interest rate of the loan shall be calculated every    month  
(month/quarter/half a year/year) as of the issuing of the loan and on the twentieth (20th) day of such month
or the last month of such    /  (month/quarter/half
a year/year). If the interest settlement date is non-bank business day, it shall
be postponed to the following bank business day. When the loan is due, the
interest shall be settled together with the principal.

     

    4.2. When
the loan is due, the interest shall be settled together with the
principal.

     

    4.3 Other
provisions:                     /                                   .

     

    5. Within
the term of this Contract, in the case where the State adjusts loan interest
rate, which is applicable for the credit under this Contract, Party A shall have
the right to calculate interest as per the adjusted interest rate and mode
without notice to Party B. The execution of Party A to this article shall not be
deemed as the amendment or modification to this Contract.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6. In the
case where Party B pays the loan principal in advance, the interest rate shall
keep unchanged.

     

    7. In the
case where the actually executed interest rate and calculation mode carried on
the loan certificate are inconsistent with those in this Contract, those carried
on the loan certificate shall govern.

     

    Article
6  Commission Charge

     

    Party A
shall have the right to claim commission charges from Party B upon the
occurrence of related business and the actual rate of such commission charges
shall be subject to general practice and the related regulations. Once
collected, such commission charges will not be refunded in any
case.

     

    Article
7  Sources for Repayment

     

    1. The
incomes arising from or in relation to the credit under this Contract shall
include but not limit to sum from the sale of imported goods, sum from notes,
export rebates and sum from exports etc;

     

    2. All
other operating incomes;

     

    3. All
own capitals and borrowed capitals;

     

    4. All
incomes from assets transfer and cash realization;

     

    5.
Guarantee payment from import factors;

     

    6.
Indemnities from export credit insurance company; and

     

    7.
Others.

     

     

    Part
II Terms and Conditions for all Credit Types

     

    Article
8  Liquidity Loan

     

    1. The
maximal amount of liquidity loan is RMB (in word) Twenty Million Yuan
only, which is (X) circular;(√)
non-circular.

     

    2. The
term of specific liquidity loan shall be subject to the actual issue date and
expiry date carried on loan certificate and other bonds and liability vouchers
and the term of every liquidity loan maximally shall not be more than twelve (12)
months.

     

    3. Loan
Purpose: To be used as
liquid capital.

     

    4. Within
the maximal amount of the liquidity loan provided in this article and according
to the actual demand of its business, Party B can apply for the loan. Party A,
according to the loan certificate and other bonds and liability vouchers and
“Form of Credit Application for Review and Approval” etc issued and prepared by
Party B, after checking that the credit line Party B applies for is conforming
to the provisions of this Contract, shall transfer the fund under the credit
line into the clearance account of Party B.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Article
9  Bank Payable Bill

     

    1. The
maximal amount of bank payable bill (including security) is RMB (in word) Forty Million Yuan
only, or the maximal open credit line (not including security) is RMB (in
word) Twenty Million
Yuan only, which is (√) circular;(X)
non-circular.

     

    2. The
term of every specific bank payable bill shall not be more than six (6) months
and subject to the actual term carried on “Bank Payable Bill”.

     

    3. The
bank payable bill issued by Party A under this Contract shall be used only for
the settlement of the business under the actual trade of Party B; otherwise, it
will be deemed to embezzle or cheat the credit of Party A. In the case where
Party B embezzle or cheat the credit of Party A or uses the loan for unjust
purpose and thus causes Party A to bear any punishment or loss, Party B shall
have corresponding compensations as arising therefrom in full sum.

     

    4. Within
the maximal amount of the bank payable bill under this part, for every
application for payable bill, Party B shall provide an application in writing
and the list containing payee full name, payee opening bank and account, bank
payable bill amount, issuing date, expiry date and specific purpose etc and the
related commodity transaction contracts for Party A.

     

    5. Before
accepting, Party B must deposit a payable bill security not less than fifty percent (50%)
of the par value and deposit such security into the security amount
specified by Party A. In accepting, Party A can collect the commission charge in
lump sum equal to five
ten thousandths (5/10,000) of the par value from Party B.

     

    6.
Whether or not the all parties engaged in the goods transaction in relation to
the bank payable bill has or has had or will have any dispute, Party B must pay
the money for the bank payable bill in full sum before the expiry date to the
“account of the issuer” carried on the bank payable bill or any other account
accepted by Party A and deposit it as the fund Party A uses to pay for the bank
payable bill; otherwise, Party B will be deemed as default.

     

    7. In the
case where Party B fails to pay the money for the bank payable bill in time and
in full sum and thus causes Party A to pay the same amount for the bank payable
bill, such advance payment will be automatically converted into as the overdue
loan to Party B; the money for the bank payable bill unpaid by Party B to Party
A shall have five ten
thousandths (5/10,000) penalty interest rate as of the expiry date of the
bank payable bill, and the overdue interest as incurred thereof shall have
compound interest daily (daily/monthly/quarterly); Party A shall have the right
to transfer the corresponding amount from the bank account of Party A to set off
the overdue amount.

     

    Article
10  Trade Payable Bill Discount/Discountable Credit

     

    1. The
maximal amount of trade payable bill discount/discountable credit (including
security) is RMB (in word)    /   ,
or the maximal open amount (not including security) is RMB (in word) / , which is
(  ) circular; (  ) non-circular.

     

    2. The
term of every specific trade payable bill discount/discountable credit shall not
be more than six (6) months. The discount interest shall be paid by Party B to
Party A in lump sum on the discount date. In the case where the actual time when
Party A collects the money for trade payable bill exceeds the original discount
days with interest calculated, Party A shall have the right to claim
supplementary overdue interest as per the interest rate of the loan of the same
term and at the same level.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3. Within
the maximal amount of the trade payable bill discount/discountable credit under
this part, for every application for discount, Party B shall provide an
application in writing and the list containing trade payable bill number,
acceptor, payer, payee, trade payable bill issuing date, expiry date and amount
etc for Party A.

     

    4. In the
case where Party B is the acceptor of the trade payable bill, when signing and
issuing trade payable bill, it must deposit a security not less than    /   %
of the par value of the trade payable bill into the account specified by Party
A, which will be used as the pledge for the payment of the trade payable bill
without pledge contract signed otherwise. In the case where the security
deposited by Party B is in foreign currency, it can be converted into the amount
in Renminbi at the selling price of such foreign currency issued by Party A on
the deposit date.

     

    5.
Acceptor and Discount Applicant

     

    5.1 Under
this Contract, if Party B is (please tick with “√” in the parentheses before the
proper option(s) as follows):

     

    ( ) 1.
the acceptor of the trade payable bill, the specified discount applicant and
maximal discount amount are as indicated in the following table:

     

    
      
        	
                Discount
      applicant

              	
                Maximal
      discount amount

              	
                Discount
      applicant

              	
                Maximal
      discount amount

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

    

     

    (  )
2. the discount applicant for the trade payable bill, the specified acceptor and
the maximal discount amount are as indicated in the following
table:

     

    
      
        	
                Acceptor

              	
                Maximal
      discount amount

              	
                Acceptor

              	
                Maximal
      discount amount

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

    

     

    For all
above discounts, the total discount balance cannot be more than the maximal
amount provided in Paragraph 1 of this article.

     

    6. The
discount of trade payable bill: Before applying for the discount of trade
payable bill, the applicant shall have the confirmation from the acceptor for
such trade payable bill and the provided confirmation manner is: after Party A
accepts the application for discount from the applicant, it shall prepare and
fill in the check and inspection letter for trade payable bill and send it
together with the copy of the trade payable bill to the acceptor, who, after
receiving and confirming and checking the above-mentioned information and
documents are correct, will fill in recheck opinion and stamp with common seal
and seal (or attach signature) and then return the information and documents to
Party A.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    7.
Acceptance of trade payable bill

     

    7.1.
If Party B is the
acceptor of the trade payable bill, after signing and issuing the trade payable
bill, it will be liable for the payable bill and payment without conditions of
such trade payable bill. Party B shall undertake that, before the expiry date of
the trade payable bill, it will deposit the full amount of the trade payable
bill into the special security account of such trade payable bill or any other
account allowed by Party A, which shall be used to pay for the trade payable
bill. If Party B is unable to deposit the money for the trade payable bill in
full sum in time, it shall undertake to supplement the amount as soon as
possible. Party A shall have the right to deduct or transfer the security or any
fund on any other account, and treat the unpaid sum for the trade payable bill
from Party B as overdue loan.

     

    7.2. If Party B is the
discount applicant of the trade payable bill, it shall represent that the trade
payable bill to be discounted is subject to Negotiable Instruments Law of the
People's Republic of China and other related laws and regulations and has real,
complete and valid transaction background and related data and documents; for
the trade payable bill to be discounted, Party B shall bear the joint and
several liability of paying it upon maturity in full sum; if the trade payable
bill is mature but the payer fails to pay it in full sum, Party B shall, within
three (3) workdays after the second day of the maturity date of the trade
payable bill, pay the sum fully and bear all responsibilities as arising
therefrom and in relation thereto.

     

    Article
11  L/G Credit

     

    1. When,
for business purpose, Party B applies to Party A for issuing L/G, after
reviewing and agreeing the application, Party A may issue L/G. The business of
L/G includes but not limits to: (  ) L/G for loan,
(   ) performance guarantee, (   ) quality
guarantee, (  ) tendering guarantee,

     

                                              /                                    .

     

    2. The
maximal amount of L/G credit (including security) is RMB (in word)    /   ,
or the maximal open amount (not including security) is RMB (in word) / , which is
(  ) circular; (  ) non-circular.

     

    3. The
specific beneficiary, amount and valid period of the L/G shall be subject to
those carried on the L/G.

     

    4. Before
Party A issuing L/G to the beneficiary, Party B shall deposit at least % of the amount
of the L/G as security, which, Party B cannot use without permission. If the
security amount is frozen, deducted or transferred by related institutions,
Party B shall immediately supplement it.

     

     

    5. Within the valid period
of L/G, once the beneficiary of the L/G makes a claim against Party A according
to the terms and conditions of L/G, Party A can assume guarantee obligation to
the beneficiary to the extent of the amount of the L/G without the consent of
Party B, and Party B shall repay all the sum paid out under the L/G and bear all
losses as incurred therefrom and in relation thereto on Party
A.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6. When
performing the guarantee obligation, Party A shall have the right to deduct
corresponding sums from the security account or other bank accounts of Party B
and may pay on and for behalf of Party B for the insufficient portion, for
which, Party A shall have the right to have the penalty interest at the loan
interest rate under this Contract plus   /  
or   /  
if foreign currency, and for the overdue interest, Party A shall have the right
to have compound interest at the penalty interest rate.

     

    7.
When performing the
guarantee obligation under this Contract to the beneficiary, Party A shall only
deal with the certification documents or bills specified by the L/G rather than
the basic contract in relation thereto and the realness or falseness of the
certification documents or bills aforesaid and the possible loss or delay in the
process of mailing.

     

    8. Party
B shall pay the commission charge equal to   /  /1,000
of the amount of the L/G (not less than RMB100) in lump sum and pay   /  /1,000
of the amount of the L/G as guarantee charge every quarter. The
commission charge and the first term of guarantee charge shall be paid to Party
A before the issue of the L/G. After the L/G is issued, Party B shall deposit
the guarantee charge of the term at the twentieth (20th) day of
the final month of every quarter (which can be postponed in case of legal
festival or vacation) into the account specified by Party A; if Party B fails to
do so, Party A shall have the right to claim a penalty equal to   /  /10,000
of the amount of the L/G on a daily basis from Party B.

     

    9. After
the L/G is issued, if Party B desires to change the main contract with the
beneficiary, except otherwise stated in the L/G that no consent from Party A is
needed, the consent in writing must be obtained from Party A, otherwise Party A
will not bear any guarantee liability and Party B shall bear all losses as
arising therefrom and in relation thereto.

     

    10. This
Contract sets Party C as the counter guarantor who will provide
counter-guarantee for the guarantee liability of Party A due to its issuing of
the L/G to the beneficiary.

     

    11.
When the guarantee
bill in the uniform format of Party A is used, the debtor of such guarantee bill
is Party B herein while the creditor is Party A herein, the guarantor, the
mortgagor and pledgor is Party C herein (i.e. counter
guarantor).

     

    Article
12   Corporation Overdraft

     

    1. Party
B agrees Party A as its main clearance bank and to open a clearance account
   /     
at Party A; Party A agrees Party B to have overdraft from such account and such
overdraft shall belong to loan within the allowed line.

     

    The
maximal amount of the overdraft allowed from such account is RMB (in word) / , which is
(  ) circular; (  ) non-circular.

     

    2. The
period in which Party A checks the line of the allowed overdraft from the
corporation account of Party B shall be   /   ,
as of _________________ and as at _________________. When using such clearance
account, the transfer bill in relation to overdraft shall be deemed as the loan
certificate of Party B.

     

    In the
case where Party B has an overdraft within the allowed overdraft line, the
period of using such loan as of the date of overdraft shall not be more than one
hundred and eighty (180) days; however, the payment date for any overdraft by
Party B shall not be later than the expiry date of the usage period of the
overdraft line provided by in Paragraph 1 above. In the case where the period
from the occurrence date of Party B’s overdraft to the expiry date of the usage
period of the overdraft line under this Contract is less than one hundred and
eighty (180) days, then such period shall be deemed as the actual period of
Party B’s using this loan.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    3. The
purpose of the overdraft under this Contract is to meet the demand of Party B on
the liquid funds for its production and operation. Without the consent in
writing of Party A, Party B shall not change the purpose of any loan under this
Contract for any reason.

     

    4.
Interest Rate, Interest and Expense

     

    The
interest rate of the loan under this Contract shall be subject to the benchmark
interest rate of six-month term liquidity loan issued by the State on the
occurrence date of the overdraft plus 10%-30%:

     

    4.1.
Overdraft interest rate plus 10% if the overdraft period is within two (2)
months (inclusive);

     

    4.2.
Overdraft interest rate plus 20% if the overdraft period is within four (4)
months (inclusive);

     

    4.3.
Overdraft interest rate plus 30% if the overdraft period is within six (6)
months (inclusive);

     

    4.4.
Overdue loan interest rate if overdraft period is above six (6)
months.

     

    The loan
under this Contract shall calculate the interest thereof on a daily basis as of
the actual drawing date of every drawing by Party B, confirm the interest rate
according to the actual overdraft time and pay off the interest together with
the principal.

     

    Within
the valid period of this Contract, if loan interest rate is adjusted and the
adjusted interest rate shall be applied to the loan under this Contract, Party A
shall have the right calculate interest according to the adjusted interest rate
and mode without notice to Party B. The execution of Party A to this
subparagraph shall not be deemed to revise and modify this
Contract.

     

    5.
Drawing

     

    5.1 When
Party B desires to use the overdraft loan under this Contract, it can draw the
desired amount from the above-mentioned clearance account with the required
transfer certificates.

     

    5.2 In
the case where transfer amount for the transfer certificates Party B issues
outward is more than its deposit balance in the clearance account, the excessive
portion shall be deemed as Party B’s overdraft amount under this
Contract.

     

    5.3 In
the case where the difference between the transfer amount for the transfer
certificates Party B issues outward and the balance in the clearance account
exceeds the overdraft line Party A approves Party B to use under this Contract,
Party A shall have the right to refuse Party B to overdraw the amount within the
overdraft line under this Contract.

     

    Article
13   Import L/C Loan

     

    1. The
maximal amount of import L/C (including security) is RMB (in word)  , or the
maximal open amount (not including security) is RMB (in word)     .

     

    This loan
is (  ) circular; (  ) non-circular, including the following
items:

     

    
      
        	
                Category

              	
                With/without
      Cargo Right

              	
                Min.
      Security Rate

              	
                Maximal
      Amount of Import L/C (including security)

              	
                Maximal
      Open Amount (not including security)

              
	
                Sight
      L/C

              	 
      	 
      	 
      	 
      
	
                Usance
      L/C

              	 
      	 
      	 
      	 
      
	
                Usance
      L/C Payable at sight

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    2. The
purpose of the loan within the credit line is used only for Party B to open
import L/C.

     

    3. Party
B shall transfer the payable security (in Renminbi or equivalent foreign
exchange) into the account approved by Party A at the rate mentioned in
Paragraph 1 above and Party B agrees Party A to directly deduct or transfer the
corresponding sum from any account of Party B as the opening
security.

     

    4. Party
A shall deal with all matters in relation to the L/C according to the
Irrevocable L/C Application and L/C Revision Application provided by Party B as
well as its business regulations and the latest version of Uniform Customs and
Practice for Documentary Credits published by International Chamber of Commerce,
and Party B shall bear all responsibilities and expenses as incurred therefrom
and in relation thereto.

     

    5. In
case of being superficially consistent with the L/C, Party B shall, within the
period specified by Party A, inform Party A of transacting the
payment/acceptance for such L/C in writing; otherwise, it will be deemed that
Party B has agreed the payment/acceptance for such L/C, and authorized Party A
to directly deduct and transfer the corresponding sum from any account of Party
B or have outward acceptance and directly deduct and transfer the corresponding
sum from any account of Party B on the maturity date.

     

    6. In
case of not being consistent with the L/C, Party B shall, within the period
specified by Party A, make an application in writing to refuse paying the L/C
and Party A shall refuse the payment for such L/C according to international
practices. In any of the following cases, it shall be deemed that Party B agrees
the payment/acceptance of such L/C: (1) when Party B fails to make an
application in writing to refuse paying the L/C within the period specified by
Party A; (2) when Party A confirms the refusal reason of Party B doest not
exist; or (3) when Party B fails to return all bills as scheduled although the
refusal reason of Party B exists.

     

    7. Party
A shall not be liable for any loss, delay, neglect, defect or other errors in
any form of and in relation to the correspondences, communications and bills
under this L/C in transmission and bear no responsibilities as arising therefrom
and in relation thereto.

     

    8. In the
case where Party B decides to revise the L/C, it shall make an application in
writing to Party A, who will then determine whether to revise the L/C. The
revision cannot take into effect unless the beneficiary of such L/C accepts
it.

     

    9. After
Party B receives the L/C issued by and/or the copy of the revised L/C from Party
A, it shall in time check the original opening application in writing and/or the
revision application in writing. In case of inconsistency, Party B shall, within
two (2) workdays as of the reception of the above-mentioned copies, inform Party
A of such inconsistency in writing, otherwise, it shall be deemed that they are
consistent.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    10. Party
B shall bear all consequences as arising from and in relation to the unclear
writing or confused meaning of the application in writing.

     

    11. Party B shall actively
(whether it has received or not the notice from Party A), before the maturity
date of the payment of the L/C, pay the sum payable for the L/C; Party A shall
have the right to directly deduct the same sum from any bank account of Party B
at any time as of the payment date.

     

    12. Party B undertakes to pay
the sum payable for the L/C. In the case where Party B fails to pay the same in
time and thus causes Party A to pay the same on and for behalf of Party B, as of
the payment date, the sum Party A pays on and for behalf of Party B shall be
deemed as the overdue loan to Party B, and Party B shall raise money to pay such
loan as well as any interest, penalty interest and incidental fee as arising
therefrom and in relation thereto. The penalty in Renminbi shall be subject to
the penalty interest rate for Renminbi loan issued by Party A for that term
while the penalty in foreign currency shall be subject to the penalty interest
rate for foreign currency loan issued by Party A for that
term.

     

    Article
14   Shipping Guarantee Credit

     

    1. In the
case where the imported cargo under the import L/C opened and issued by Party A
under the commission of Party B arrives earlier than the original of the B/L or
other documents of right in rem in relation thereto, Party B shall make an
application in writing to Party A for providing a written shipping guarantee to
the shipper, and undertake to provide the original B/L to substitute the
shipping guarantee. After Party A checks and approves the application, it will
issue the shipping guarantee.

     

    2. The
maximal amount of the shipping guarantee is    /    (currency)
(in word)        /     .

     

    3.
Where Party B applies
to Party A for shipping guarantee, whether the related bills have
inconsistencies or not, under sight L/C, Party B shall provide full set of
payment data for Party A, indicating that Party A can pay the sum under the
shipping guarantee without conditions; under usance L/C, Party A shall provide
payable bills letter in advance, indicating that it accepts (inconsistent) bills
and accepts paying the overdue payment.

     

    4. Even
if Party B meets the above-mentioned conditions, Party A shall still have the
right to refuse providing shipping guarantee for Party B.

     

    5.
Party B undertakes
that, within seven (7) workdays as of the reception of the original B/L, it will
redeem the above-mentioned shipping guarantee from the shipper and return it to
Party A; otherwise, Party B shall bear all responsibilities as arising therefrom
and in relation thereto.

     

    Article
15  Import Bill Advance

     

    1. In the
case where Party B predicts that it cannot pay the sum payable as scheduled
before the payment date for the import bill and thus desires to apply to Party A
for import bill advance, it shall make an application in writing at least five
(5) workdays earlier than the payment date of the import bill to Party A. After
reviewing and approving the application of Party B, Party A can provide import
bill advance.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    2. The
maximal amount of import bill advance is    /    (currency)
(in word)        /     .

     

    This loan
is x circular;
x
non-circular, including the following items:

     

    
      
        
          	
                   

                  Category

                   

                	
                   

                  Maximal
      Amount

                
	
                   

                  Import
      bill advance under L/C

                	
                   

                  /

                   

                
	
                   

                  Import
      collection bill advance

                	
                   

                  /

                   

                


        

      

    

     

    3.
Purpose

     

    The
purpose of the loan in import bill advance is to pay         only:
by Party B

     

    3.1. Sum
payable under the import L/C;

     

    3.2.
Import collection payable;

     

    3.3.
                                                                                                                                                
.

     

    4. The
interest rate and period of the specific import bill advance shall be subject to
those carried on the bill. The period of every import bill advance at most shall
not be more than ______ months.

     

    5. The
money from the sale of the goods of Party B shall be used to repay the principal
and interest of the import bill advance.

     

    Article
16  Packing Loan

     

    1. Party
B can apply packing loan with the original of the L/C issued by the bank whose
beneficiary is Party B. After reviewing and agreeing the application, Party A
can provide packing loan for Party B.

     

    2. The
maximal amount of packing loan is    /    (currency)
(in word)        /  .     .

     

    Nature of the loan is
oo circular o non-
circular

     

    3. The
interest rate and period of the specific packing loan shall be subject to those
carried on the loan certificate. The period of every packing loan at most shall
not be more than ___/___ months.

     

    4.
Purpose: Party B can only use the loan for the export goods under the L/C
provided in Paragraph 1 in this Article 16.

     

    5. In the
case where Party B collects foreign exchange payment in advance, Party A shall
have the right to deduct and collect the principal and interest and incidental
expenses thereof without the consent of Party B.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    6. Party
B shall in time prepare the export of the goods under the L/C provided in
Paragraph 1 in this Article 16, and within the period specified by the L/C, hand
all bills to Party A so that Party A can in time collect the foreign exchange
payment from the opening bank and/or the confirming bank and/or the reimbursing
bank and use such payment to repay the principal, interest and incidental
expenses thereof of the packing loan. Party B shall prepare bills according to
the requirements of the L/C and ensure all bills are consistent. Party B shall
not hand the bills to any other bank to handle foreign exchange
collection.

     

    7. Party
A shall handle all matters in relation to the bills according to its business
regulations and the latest version of Uniform Customs and Practice for
Documentary Credits published by International Chamber of Commerce and Party B
shall bear all responsibilities as arising therefrom and in relation
thereto.

     

    8. Party
A shall have full recourse. In the case where the opening bank is closed down,
bills are lost or delayed in mailing or telecommunications have errors or any
other force majeure occurs, which results in the refusal, delay or deduction by
the opening bank, Party A shall have the right to directly deduct and collect
all principal, interest and incidental expenses thereof from any account of
Party B.

     

    9. In the
case where the opening bank trips up, refuses, delays or deducts the payment
without proper reason, Party A shall assist Party B in negotiating with the
opening bank. If the negotiation fails and thereby causes losses, Party A shall
have the right to directly deduct and collect all principal, interest and
incidental expenses thereof from any account of Party B.

     

    10. In
the case where Party A is refused for the payment by the opening bank and/or the
confirming bank and/or the reimbursing bank with any reason or in any manner,
Party B and Party C shall unconditionally discharge the capital, interest and
incidental expenses thereof for the loan from Party A.

     

    Article
17   Export Bill Purchase/Discount

     

    1. Party
B can apply to Party A with all export bills required for export bill
purchase/discount. After reviewing and agreeing the application from Party B,
Party A can provide export bill purchase/discount for Party B.

     

    2. The
maximal amount of export bill purchase is     /    (currency)
(in word)        /     .

     

    This loan
is ox circular;
x
non-circular, including the following items:

     

    
      
        
          	
                  Category

                	
                  Maximal
      Amount

                
	
                  With
      documents in compliance with L/C terms

                	 
      
	
                  With
      documents not in compliance with L/C terms

                	 
      
	
                  Under
      D/P collection

                	 
      
	
                  Under
      D/A collection

                	 
      
	
                  Under
      inward remittance

                	 
      
	
                  Bank
      payable bills discount under L/C

                	 
      
	
                   
      

                	 
      
	 
      	 
      


        

      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    3. The
interest rate and period of the specific export bill purchase shall be subject
to those carried on the loan certificate. The period of every export bill
purchase at most shall not be more than ___/___ months.

     

    4. In the
case where Party B collects foreign exchange payment in advance, Party A shall
have the right to deduct and collect the principal and interest and incidental
expenses thereof of the export bill purchase without the consent of Party
B.

     

    5. Party
A shall handle all matters in relation to the bills according to its business
regulations and the related publications and the amendments thereto published by
International Chamber of Commerce and Party B shall bear all responsibilities as
arising therefrom and in relation thereto.

     

    8. Party
A shall have full recourse. In the case where the opening bank/collecting
bank/payer is closed down, bills are lost or delayed in mailing or
telecommunications have errors or any other force majeure occurs, which results
in the refusal, delay or deduction by the opening bank, Party A shall have the
right to directly deduct and collect all principal, interest and incidental
expenses thereof from any account of Party B.

     

    7. In the
case where the opening bank/collecting bank/payer trips up, refuses, delays or
deducts the payment without proper reason, Party A shall assist Party B in
negotiating with the opening bank/collecting bank/payer. If the negotiation
fails and thereby causes losses, Party A shall have the right to directly deduct
and collect all principal, interest and incidental expenses thereof from any
account of Party B.

     

    Article
18    Foreign Exchange Purchase

     

    1.
“Foreign exchange purchase” refers to the loan for which that the client submits
the foreign exchange bills acceptable to the bank and entrusts the bank to
collect the payment from the reimbursing bank (or the collecting bank) and
during the collection period, the bank pays the amount to the client in
advance.

     

    2. Party
B can apply to Party A with all foreign exchange bills obtained in legal manner
for foreign exchange purchase. After Party A reviews and agrees the application
from Party B, Party B can provide foreign exchange purchase.

     

    3. The
maximal amount of foreign exchange purchase is     /    (currency)
(in word)        /     .

     

    4. The
interest rate and period of the specific foreign exchange purchase shall be
subject to those carried on the loan certificate. The period of every foreign
exchange purchase at most shall not be more than ___/___ months.

     

    5. Party
B shall ensure the realness of the bills provided and the validity of the means
or manner by which or in which the bills are obtained, and Party A shall not be
liable for any dispute as arising therefrom.

     

    6. Before
the maturity of the bills, if Party A finds there is something wrong with
realness of the bills provided and the validity of the means or manner by which
or in which the bills are obtained, Party B shall unconditionally discharge the
sum and the incidental expenses thereof for the foreign exchange
purchase.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    7. In the
case where Party A requests the payment with the above-mentioned bills from the
payer and/or the acceptor as provided but is returned the bills or refused for
the payment in any reason or in any manner and thereby unable to collect the sum
as scheduled, Party B shall unconditionally discharge the sum and the incidental
expenses thereof for the foreign exchange purchase.

     

    8. Once
the foreign exchange purchase above-mentioned occurs, Party A shall have the
right to recourse from Party B and Party C.

     

    Article
19   Export Rebate Loan

     

    1.
“Export rebate loan” is the short-term loan in Renminbi that derives from export
settlement business and will be paid mainly with the export rebate of the
borrower.

     

    2. The
export rebate account of Party B must be opened at Party A and shall not be
changed before the export rebate loan is discharged completely. Party B agrees
Party A to monitor this account for a period as of the grant of the loan and as
at the entire discharge of the loan; without the consent of Party A, Party B
shall not transfer the sum on such account. With the aforesaid condition, Party
B can apply for the use of the sum within the credit line allowed under this
Part and in accordance with the related regulations of Party A.

     

    3. The
maximal amount of export rebate loan is     /    (currency)
(in word)        /     .

     

    4. The
interest rate and period of the specific export rebate loan shall be subject to
those carried on the loan certificate. The period of every export rebate loan at
most shall not be more than ___/___ months.

     

    5. The
main source for paying the loan is export rebate. After the loan is due, if
Party B fails to pay it with export rebate, it shall pay such loan with other
funds. If Party B collects export rebate before the maturity of the loan, Party A
shall have the right to directly deduct the corresponding sum to cover the
principal and interest (including but not limited to principal, interest and
compound interest) of the export rebate loan without the consent of Party
B.

     

    6. The
goods export settlement business of Party B under this Contract must be
transacted by Party A.

     

    Article
20   Export Factoring Financing

     

    1.
“Export factoring financing” refers to the case that, Party A, within the
guaranteed line for credit risk specified by foreign import factor,, provides
the specified factoring financing for Party B. Factoring financing line shall be
separately checked according to the different debtors of Party B and shall not
be crossed mutually. The valid period of the financing shall be not more than
valid period of the foreign import factor within the specified credit risk
guarantee line and at most it shall be one (1) year.

     

    2. The
maximal amount of export factoring financing is RMB (in word)        /     ,
which is  oo circular;
x
non-circular.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    3. The
details of the factoring financing are as follows:

     

    
      
        	
                Importer
      (debtor of payable sum)

              	
                Factoring
      Financing Amount (currency and amount)

              	
                Valid
      Period

              	
                Applicable
      Payment Mode

              	
                Maximal
      Financing Proportion of Every Bill

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

    

     

    4.
Period

     

    The
period of the specific export factoring financing shall be subject to the actual
issue period and the maturity date carried on the loan certificate. The period
of every export factoring financing at most shall not be more than ___/___
months.

     

    5.
Interest Rate and Expenses

     

    The
interest rate of the specific export factoring financing shall be in according
to the interest rate and interest calculation mode for export factoring
financing and subject to the actual grant interest rate and calculation mode
carried on the loan certificate.

     

    The
expense rate for the specific factoring financing shall be subject to the
commission rate on the notification for export factoring financing.

     

    6. Within
the credit line, Party B shall transfer all rights attached to every receivable
sum to Party A. Party B undertakes that every receivable sum transferred to
Party A is not the one not allowed being transferred and represents one goods
sale in good faith in normal business process, and the terms and conditions for
every goods sale are consistent with the commercial bills provided to Party A
and used to assess the receivable sum.

     

    7. In the
case where Party A’s credit risk guarantee loan confirmed by the importer listed
in Paragraph 3 of this Article is cancelled, then the confirmed factoring
financing for this importer will be cancelled thereby. Within /  
workdays as of the reception of the notice from Party A. Party B shall refund
the drawn the factoring financing and discharge the interest and other
incidental expenses thereof.

     

    8. Before
the maturity date of the receivable sum or within ninety (90) days as of the
maturity date of the receivable sum, if the importer puts forward any dispute
and Party A does not guarantee paying the sum, Party A shall have the right to
convert the confirmed receivable sum into unconfirmed receivable sum immediately
and suspends the guarantee liability for the payment of such receivable sum. For
such receivable sum, if Party A provides factoring financing for Party B, then
Party B shall, within   /   workdays,
refund all factoring financing and the interest thereof paid for such receivable
sum to Party A.

     

    9. If
Party A receives the dispute from the importer after it guarantees to pay the
receivable sum and this dispute is put forward within one hundred and eighty
(180) days after the maturity date of the receivable sum, Party A shall have the
right to convert the confirmed receivable sum into unconfirmed receivable sum
immediately and Party B shall, within   /   workdays,
refund the factoring financing and the interest thereof paid for such receivable
sum but the payer refuses paying to Party A. The interest shall be calculated
within this formula: Amount of the sum Party B shall refund x Interest rate x
Interest days, where the interest rate is   /  
and the interest days shall start from the day where Party A guarantees to pay
the receivable sum to the day where Party B actually refunds the sum paid by
Party A.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    10.
For any factoring
financing interest, overdue penalty and any other expenses payable from Party B
to Party A, Party A shall have the right to directly deduct the overdue
principal and interest thereof (including but not limited to principal, interest
and compound interest) from any account of Party B at any time as of the
maturity date.

     

    11. The
Export Factoring Service Agreement (No.     /     :
) is the indiscerptible part of this Contract. The export factoring under this
Contract will become ineffective automatically with the termination or
rescission of the aforesaid agreement without further notice to be made. Any
issue not contained in this Part shall be subject to the transaction of Party A
and Party B according to the terms and conditions of such
agreement.

     

    Article
21  Export Bill Purchase under Export Credit Insurance

     

    1.
“Export Bill Purchase under Export Credit Insurance” refers to the case that,
after Party B obtains the confirmed credit line from the export credit insurance
company and transacts shipment and declares and pays the premium, Party A shall,
in accordance with the valid credit line confirmed by the export credit
insurance company and the indemnity transfer conditions, grant Party B with the
export bill purchase of certain amount.

     

    2. The
maximal amount of export bill purchase under export credit insurance is RMB (in
word)        /     ,
which is  oocircular;
x non-circular
with the details as follows:

     

    
      
        	
                Importer
      (debtor of payable sum)

              	
                Financing
      Amount (currency and amount)

              	
                Valid
      Period

              	
                Applicable
      Payment Mode

              	
                Maximal
      Financing Proportion of Every Bill

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

    

     

    3.
Interest Rate and Period

     

    The
interest rate and period of the specific export bill purchase under export
credit insurance shall be subject to those carried on the loan certificate. The
period of every export bill purchase under export credit insurance at most shall
not be more than ___/___ months.

     

    4. The
Indemnity Transfer Agreement (No.     /     :
) under Policy No.       /       is
the indiscerptible part of this Contract. The export bill purchase under export
credit insurance under this Contract will become ineffective automatically with
the termination or rescission of the aforesaid agreement without further notice
to be made.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Part
III    Guarantee

     

    Article
23    Guarantee

     

    1. Party
C agrees to be the guarantor who will provides guarantee for the liabilities of
Party B under this Contract with the objective to ensure the realization of
Party A’s creditor’s rights.

     

    2. The
guarantee for the liabilities under this Contract shall be
(guarantee/mortgage/pledge) guarantee and Party A
and Party C enters into “Guarantee Contract For Maximum Amount” (name of the
guarantee contract) numbered with  131062087009 . Party C shall bear
guarantee liabilities according to this Contract and the above-mentioned
guarantee contract. In the case where Party C is two guarantors or above for
joint guarantee, all guarantors shall have joint and several guarantee
liability.

     

    3. In the
case where any change that goes against the creditor’s right as Party A thinks
has happened or will happen, with the notice from Party A, Party B must provide
another guarantee accepted by Party A as required.

     

     

    Part
IV    General Articles

     

    Article
24    Rights and Obligations of Party A

     

    1. Party
A shall have the right to request Party B to repay the granted credit principal
and interest thereof as scheduled.

     

    2. Party
A shall have the right to request Party B to provide the documents and data in
relation to the credit.

     

    3. Party
A shall have the right to know, refer to and ask for any data and documents etc
(including but not limited to all opening banks, accounts, deposits, financing
balance, bank check sheets, Loan Certificates or Loan Cards of Party B; the
documents of and in relation to the meeting of members, board of directors and
board of supervisors etc of Party B, the documents, notifications and official
letters issued by Party B’s superiors and related competent authorities; and the
documents and data about the legal representative and high-ranked managers’
investments and shares in enterprises, office or concurrent office, entry and
exit activities etc) in relation to the production and operation activities,
financial activities of Party B and any major legal dispute Party B gets
involved in.

     

    4. Party
A shall have the right to supervise whether Party B uses the credit as the
provisions of this Contract.

     

    5.
Party A shall have the
right to transfer and collect the principal, interest, compound interest,
penalty interest and all other incidental expenses thereof for the payable sum
by Party B to Party A from any bank account of Party B according to this
Contract or the laws related.

     

    6. Party
A shall have the right to settle all sums paid by Party B in the following
sequence: all incidental fees, penalties, penalty interests, compound interests,
interests, principals and damages.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    7.
For the Party B and
Party C’s evading from Party A’s supervision, defaulting the principal and the
interest thereof or other severe default actions, Party A shall have the right
to take such remedies as interrupting contract, requiring payment and
compensating losses, applying execution, instituting lawsuits or applying for
arbitration, and have the right to notify the related competent authorities or
departments of the case and to urge payment openly via
media.

     

    8. Party
A shall have the right to provide itself or specify other branches to provide
the credit for Party B according to the provisions of this
Contract.

     

    9.
If, before issuing the
credit under this Contract, has sufficient evidences to prove Party B has any of
the following cases, Party A can suspend performing its obligations under this
Contract:

     

    9.1
When Party B’s
operation situation severely worsens;

     

    9.2
When Party B transfer
assets, surreptitiously withdrawn funds in order to evade
liabilities;

     

    9.
3. When Party B loses
Business Integrity; or

     

    9.4.
When Party B loses or
may lose the competence to fulfill liabilities etc.

     

    In the case where Party B
fails to restore its competence to fulfill liabilities within thirty (30) days
as of its interruption of the fulfillment and cannot provide the guarantee
accepted by Party A, Party A can terminate this Contract.

     

    Article
24    Rights and Obligations of Party B

     

    1. Party
B shall have the right to use the credit within the valid period of such credit
under this Contract.

     

    2. For
every use of the credit within the credit line under this Contract, Party B
shall make an application to, provide Party A with the necessary documents and
data, transact all procedures required by Party A or enter into related
contracts, agreements etc.

     

    3. Party
B shall actively cooperate with Party A's supervision over its use of funds,
operation and financial activities etc.

     

    4. Party
B must open a clearance account at Party A and handle the settlements under this
Contract and other settlements related thereto on such account.

     

    5. Party
B shall actively (whether or not receiving the notice from Party A) repay the
principal and the interest thereof in full sum as per the provisions of this
Contract.

     

    6.
Party B shall bear all related charges under this Contract, including but not
limited to notary fee, appraisal fee, lawyer’s fee, litigation fee and execution
fee etc.

     

    7. Party
B shall submit financial statements in time on a quarterly/monthly basis,
including but not limited to balance sheet, income statement, cash flow
statement, financial status analysis instructions, CPA’s audit report and other
related notes to schedules and statements etc.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    8.
Without the written
consent of Party A, Party B cannot transfer all or part of its rights and
liabilities under this Contract to any third party, shall not have contracting
or lease operation, merger or combination, partially or whole stock
reconstruction, division or affiliation, contractual joint venture, property
right transfer, assets or liability reconstruction, set subsidiaries or invest
outward in form of equity or apply for wind-up, shut-up, dissolution or
bankruptcy etc.

     

    9.
Without the written
consent of Party A, Party B shall not have any major change to the Articles of
Association and business scope of the enterprise, nor sell, rent, transfer or
dispose all or most of its assets in any other manner, nor provide any guarantee
that may severely affect its financial status or its competence to fulfill its
liabilities under this Contract

     

    10.
In the case where its
domicile, mailing address, business scope, legal representative or other major
registration items, Party B shall, within seven (7) days as of such change,
inform Party A of such change in writing.

     

    11. In
the case where any event, including but not limited to major lawsuit, forced
execution, bankruptcy, worsening financial status etc, that may endanger its
normal operation or severely affect its competence to fulfill its liabilities
under this Contract, Party B shall immediately inform Party A in writing of such
event.

     

    12. Party
B must ensure all documents it provides are legal, real and
complete.

     

    Article
25   Responsibilities of Default

     

    1. After
this Contract comes into effect, Party A, Party B and Party C shall perform
respective obligations under this Contract. The default of any party to perform
this Contract shall be deemed as breach to this Contract and thereby shall bear
the responsibilities of default as arising therefrom. Where Party B breaks this
Contract, Party A shall have the right to take (but not limit to) the following
remedies:

     

    1.1. To
immediately stop Party B from using the credit under this Contract;

     

    1.2. To
stop offering the credit unused within the credit line under this Contract and
collect part or all of the offered credit;

     

    1.3. To
transfer and collect the principal, interest, compound interest, penalty
interest and other incidental expenses thereof of the due sum from the account
of Party B; in the case where the currency of Party B’s account is inconsistent
with its debts’ currency, Party A shall have the right to convert the account
into the debts’ currency so as to realize its creditor’s rights;
and

     

    1.4. For
any other loss caused to Party A due to the error of Party B, Party B shall bear
the compensation responsibility.

     

    2.
If without the written
consent of Party A, Party B repays the credit under this Contract in advance,
Party A shall have the right to calculate the interest thereof according to the
term and interest rate provided by this Contract.

     

    3. In the
case where Party B fails to repay the principal and the interest thereof of the
credit under this Contract, Party A shall have the right to collect penalty
interest on the overdue portion of the credit that shall be calculated according
to this criterion: if in Renminbi, the interest rate of the loans under this
Contract plus   30%  ;
if in any foreign currency, the interest rate of the loans under this
Contract plus    ;
and for the unpaid interest, compound interest shall be calculated with penalty
interest rate.

     

    
      
        
        

      

      
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    4. In the
case where Party B does not use the credit for the purpose specified by this
Contract, Party A shall have the right to rescind this Contract, collect part or
all of the credit in advance and collect penalty interest for the portion of the
credit used for the purpose against this Contract that shall be calculated
according to this criterion: if in Renminbi, the interest rate of the loans
under this Contract plus  50%  ; if in
any foreign currency, the interest rate of the loans under this Contract plus
    ;
and for the unpaid interest, compound interest shall be calculated with penalty
interest rate.

     

    5. In the case where Party B has any
action listed Paragraph 22 of Article 24 herein against this Contract, Party A
shall have the right to rescind this Contract unilaterally, collect part or all
of the credit in advance, if it cannot do so, it shall have the right to
calculate and collect penalty as provided in Paragraph 3 of this
Article.

     

    Article
26  Effect, Modification, Recession and Termination of this
Contract

     

    1. This
Contract shall come into effect as of the date where all parties attach their
seals thereon (if mortgage/pledge registration is required, as of the date where
the mortgage/pledge registration is completed) and terminate as at the date
where the principal, interest, compound interest, penalty interest and all other
incidental expenses thereof under this Contract are settled
completely.

     

    2. If
Party B requests an extension to this Contract, it shall make a written
application within twenty (20) days before the maturity date of this Contract.
After Party A reviews the application and agrees the extension (if there is a
guarantor, its opinion in writing stating it agrees to provide guarantee shall
be obtained; if mortgage/pledge registration is required, mortgage/pledge
registration must be transacted) and all parties involved enter into the
extension agreement related thereto, the credit under this Contract will be
extended correspondingly, otherwise, it will be treated as overdue credit.
Before the signing of the extension agreement, this Contract will continue being
performed.

     

    3. After
this Contract comes into effect, except otherwise provided by this Contract, any
party shall not modify or rescind in advance this Contract without the consent
of the other parties. If this Contract must be modified or rescinded, Party A,
Party B and Party C shall negotiate together and reach a written agreement.
Before the signing of such writing agreement, this Contract will keep
effective.

     

    Article
27    Notarization

     

    Party A,
Party B and Party C agree and confirm that, if this Contract is notarized by the
competent notary office to be the creditor’s right instrument with enforced
execution force, and if the debtor fails to discharge the principal, interest
and other incidental expenses thereof of the liability owed to Party A as
scheduled or Party B has any violation action as listed in Article 24 herein,
Party A shall have the right to directly apply to the jurisdictional people’s
court for enforced execution as per this Contract, and Party B and Party C shall
accept such enforced execution unconditionally and waiver defense
right.

     

    
      
        
        

      

      
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    Article
28   Governing Law and Dispute Dissolution

     

    1. This
Contract is applied to the law of the People’s Republic of China.

     

    2. Any
dispute among Party A, Party B and Party C in the performance of this Contract
shall firstly subject to the negotiation of the parties involved for solution.
If the negotiation fails, the mode as mentioned in _2.1_below shall be
adopted for solution:

     

    2.1.
Litigation at the court in the place where Party A is located;

     

    2.2.
Arbitration at China International Economic and Trade Arbitration Commission as
per the related financial dispute arbitration rules; or

     

    2.3.
Others:                                                                                                                       
    .

     

    3. All
parties agree that the head office of Guangdong Development Bank shall have the
right to directly or authorize any other institution to take place of Party A to
deal with any dispute as arising from and in relation to the performance of this
Contract.

     

    Article
29    Special Representations of Party B and Party
C

     

    Party B
and Party C undertake and represent that the signing of this Contract has
obtained the authorization of their respective shareholders’ conference, board
of directors or corresponding highest power organ and does not violate the
provisions of the laws, regulations related and their corporate regulations. In
the case where Party B or Party C signs this Contract by violating the Articles
of Association and other internal regulations of the enterprise, Party B or
Party C shall bear any responsibility as arising therefrom and in relation
thereto, and shall not decline its obligations under this Contract by taking
this as excuse.

     

    Article
30    Supplementary Articles

     

    1. The
loan certificate, guarantee contract, extension agreement, payment urging
notification or other Creditor’s right and debt instruments etc shall be the
indiscerptible part of this Contract and enjoy the same legal force as this
Contract.

     

    2. The
annex (es)                    /                  
to this Contract shall be indiscerptible part of this Contract and enjoy the
same legal force as this Contract.

     

    3. Before
the formal signing of this Contract, each party shall carefully check the other
parties and the time limit of the authorization for the signature of the
authorized representative. Party B or Party C shall have the right to require
the operator of Party A to show the valid power of attorney or ask and require
the superior organ or even the head office of Guangdong Development Bank to
check and confirm the same; otherwise, the head office of Guangdong Development
Bank shall have the right to withdraw at any time the invalid credit issued by
Party A out of its power to Party B.

     

    4. Under
this Contract, the operator of Party A is: Xu Ning
. Tel: 63914820

     

                  The
operator of Party B is: Qu
Liyong, Tel: 62566757

     

                  The
operator of Party C is:                    ,
Tel:               
 

    
    

    
      
        
        

      

      
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    5. This
Contract is triplicate
(3) with one
(1) copy for Party A and one (1) copy for
Party B and Party C respectively,  respectively
for the related registration offices; all of these copies shall be of the same
effect as the original.

     

    Article
31    Special Tips from Party A

     

    Party B or Party C shall
confirm that the content of this Contract has undergone the sufficient
deliberation of all parties and undertake that it has fully understood the all
the content of this Contract, and has paid special attention to the parts in
this Contract in bold and underlined and has no any objection to
them.

     

    Article
32    Other provisions (if the blank below is insufficient,
attached pages can be used):

     

                                                                                                                                                

     

    
                                                                                                                                                     
                


    

     

    
                                                    
                                                                                                                


    

     

    
                                                                                                                                                     
                


       

       

       

    

    Signature
& Seals of all parties of this Contract:

     

    
      
        
        

      

      
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