EX-10.3






Exhibit 10.3

English Translation




Master Agreement




For




the Grant of Trade Finance and Letter of Guarantee Credit Line Facilities




THE EXPORT & IMPORT BANK OF CHINA




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Contract No.: 2008 Jinchuyin Jing (Mao Rong) Zi No. 08011




	 	 	 	 	 
	Party A:

	 	Baoding Tianwei Yingli New Energy Co., Ltd

	Business License No.:

	 	130000400000845
	Legal Representative:

	 	Ding Qiang

	Registered Address:

	 	3055 Fuxing Middle Road, New and High-Tech Industrial Development Zone, Baoding

	Postcode:

	 	071056
	Tel:

	 	0312 8929730
	Fax:

	 	0312 3151881
	 
	 	 	 	 
	Party B:

	 	The Import & Export Bank of China Beijing Branch

	Responsible Person:

	 	Li Jicheng

	Registered Address:

	 	F/10, Winland Int. Financial Center, 7 Financial Street, Xicheng District, Beijing

	Postcode:

	 	100140
	Tel:

	 	010-58365199
	Fax:

	 	010-58365184






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This Agreement is entered into by and between Party A and Party B in accordance with relevant laws,
regulations and rules by way of thorough discussions and pursuant to the principles of
voluntariness, equality, mutual benefit and trustworthiness.





			
	Article 1	 	Credit Line Limit




For the purpose of this Agreement, the term “Credit Line Limit” means the amount capping the
balance of the principal of the valid trade finance and guarantee letter credit facility granted to
Party A over a certain period upon satisfaction of certain conditions.





			
	Article 2	 	Types of Credit Line Limits




The Credit Line Limits under this Agreement shall include the following types: items (1),
(2) and (10):



(1) L/C Opening Limit (“L/C Facility”): The facility limit to be granted by Party B to
Party A in handling import-related L/Cs upon Party A’s application (as importer) for
the opening of such L/Cs, prior to Party A paying or paying in full the deposit for such L/Cs.



(2) Import Bill Advance Limit: The short-term fund accommodation facility limit (with recourse) to
be granted by Party B to Party A against a pledge given by Party A (as importer) on the property
rights of the imported goods. The term “Import Bill Advance” shall include both the import bill
advance under an L/C and the import bill advance under an inward collection arrangement.



(3) Shipping Guarantee Limit: The limit amount under the shipping guarantee to be issued by Party
B to Party A (as importer) in favor of the shipping company or its agent upon Party A’s application
for the purpose of enabling Party A to take possession of goods imported under an L/C in situations where such
goods arrive prior to their invoices.



(4) Packing Loan Limit: The short term fund accommodation facility to be granted by Party B to
Party A in favor of the pre-loading procurement, production, shipping and other operating
activities of the exported goods against the business contract executed between Party A (as
exporter) and the overseas importer and the valid original L/C issued by a foreign bank in favor of
Party A and any original amendment copy thereof.



(5) Export Bill Purchase Limit: The limit of the fund accommodation facility (with recourse)
granted by Party B to Party A (as exporter) whereby Party B purchases the full set of export
documents delivered by Party A to Party B, advances to Party A the payment for related export goods
upon deduction of interest and relevant expenses, and then requests and recovers in the place of
Party A such payment for related export goods. The term “Export Bill Purchase” shall include both
the export bill purchase under an L/C and the import bill advance under a documentary collection
arrangement.




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(6) Letter of Guarantee Limit: The limit amount of a letter of guarantee to be issued by Party B
in favor of an outside party for the account of Party A when handling Party A’s request for the
issuance of such letter of guarantee, without the collection or full collection of the deposit for
such letter of guarantee.



(7) Export Factoring Limit: The limit amount of the facility whereby Party A (as exporter) assigns
its accounts receivable (provided that the terms of payment for such export goods shall be D/A or
O/A ) to Party B upon shipping of the goods; and Party B shall then assign in its turn such
accounts to a foreign import factor; and such foreign import factor shall provide to Party A
collection and bad debt guarantee in respect of such accounts receivable, and Party B shall provide
to Party A financing and payment collection management.



(8) Export Commercial Invoices Discounting Limit: The limit amount of the short term fund
accommodation facility whereby Party A (as exporter) assigns its accounts receivable (provided that
the terms of payment for such export goods shall be D/A or O/A ) to Party B upon shipping of the
goods; and Party B shall with recourse and by way of discounting purchase such accounts receivable
under export commercial invoices.



(9) Import Factoring Limit: The limit amount of the arrangement whereby Party B at the request of a
foreign export factor Party A (as an importer which imports goods under the payment terms of D/A or
O/A) determines the credit line limit of Party A and then provides to such foreign export factor
collection, credit investigation, bad debt guarantee and other services in respect of the accounts
receivable.



(10) Other Limits: Outward Remittance Financing Limit.





			
	Article 3	 	Amounts of Credit Line Limits




3.1 Party B agrees to grant to Party A an overall trade finance and letter of guarantee credit line
facility limit of up to RMB FIVE HUNDRED MILLION, of which:



(1) Up to RMB ONE HUNDRED MILLION shall consist of L/C Opening Limit; and opening of each L/C under
such limit shall further be subject to a deposit equal to  N/A % of the sum of the amount
of such L/C and the overshipment;



(2) Up to RMB ONE HUNDRED MILLION shall consist of Import Bill Advance Limit; and the amount of
each of such advance under such limit shall not exceed  N/A % of the amount of the bill of
exchange or the amount of the invoice;



(3) The Shipping Guarantee Limit shall at maximum not exceed  N/A .




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(4) The Packing Finance Limit shall at maximum not exceed  N/A ; and each single packing
finance shall at maximum not exceed  N/A % of the amount of the bill of exchange or the
amount of the invoice;



(5) The Export Bill Purchase Limit shall at maximum not exceed  N/A ; and each single
export bill purchase finance shall at maximum not exceed  N/A % of the amount of the bill
of exchange or the amount of the invoice;



(6) The Letter of Guarantee Limit shall at maximum not exceed  N/A .



(7) The Export Factoring Limit shall at maximum not exceed  N/A .



(8) The Export Commercial Invoice Discounting Limit shall at maximum not exceed  N/A .



(9) The Import Factoring Limit shall at maximum not exceed  N/A .



(10) Other: The Outward Remittance Financing Limit shall at maximum not exceed RMB FOUR HUNDRED
MILLION.





			
	Article 4	 	Term of Credit Line Limits




4.1 The term of this agreement shall be TWELVE months, commencing as from October 27th,
2008 (“Credit Line Term”).



4.2 During the Credit Line Term, the individual term of each credit line limit to be drawn on by
Party A shall be as follows:



(1) Under the L/C Opening Limit, the individual term of such limit drawn on by Party A shall be no
greater than  N/A  days, commencing as from the opening date of the L/C and ending as on
the date on which the foreign exchange payment has been made against the documents;



(2) Under the Import Bill Advance Limit, the individual term of such limit drawn on by Party A
shall be no greater than 360 days, commencing as from the date on which the foreign exchange has
been paid to the outside party;



(3) Under the Shipping Guarantee Limit, the individual term of such limit drawn on by Party A shall
be no greater than  N/A  days, commencing as from the date of issuance by Party B of such
guarantee and ending as on the date on which such guarantee issued by Party B in favor of the
shipping company or its agent has been returned in exchange;



(5) Under the Export Bill Purchase Limit, the individual term of such limit drawn on by Party A
shall be no greater than  N/A  days, commencing as from the date of such purchase finance
and ending as on the date of collection by Party B of foreign exchange;




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(6) Under the Letter of Guarantee Limit, the individual term of such limit drawn on by Party A
shall be no greater than  N/A  days, commencing as from the opening date of such letter of
guarantee and ending as on the date on which Party B has been released from its liability under
such letter of guarantee;



(7) Under the Export Factoring Limit, the individual term of such limit drawn on by Party A shall
be no greater than  N/A  days, commencing as from the date of delivery of documents and
ending as on the date of collection by Party B of foreign exchange;



(8) Under the Export Commercial Invoice Discounting Limit, the individual term of such limit drawn
on by Party A shall be no greater than  N/A  days, commencing as from the date of delivery
of documents and ending as on the date of collection by Party B of foreign exchange;



(9) Under the Import Factoring Limit, the individual term of such limit drawn on by Party A shall
be no greater than  N/A  days, commencing as from the date of acceptance of the factoring
request and ending as on the date on which Party B has been released from its guarantee liability;



(10) Other:
Under the Outward Remittance Financing Limit, the individual term of such limit drawn
on by Party A shall be no greater than 360 days, commencing as from the payment date of the outward
foreign exchange payment.



4.3 Upon expiry of the Credit Line Term, the grant of credit line hereunder shall terminate
automatically and any and all limit not drawn on by Party A shall expiry automatically. Where Party
A has the need to continue to draw on a credit line limit, it shall file a new application with
Party B and a new credit line agreement shall need to be entered into upon approval of such
application by Party B.



4.4 The
term of the obligation of Party A in discharging its debts in respect of any single trade
finance and letter of guarantee credit line granted during the Credit Line Term shall not be
restricted by the expiry of the Credit Line Term.





			
	Article 5	 	Interest and Expenses




5.1 Interest and the calculation and settlement method thereof shall all be dealt with in
accordance with the published rules of Party B. In respect of fixed rate financing facilities,
interest shall be computed at the agreed interest rate at the time of interest settlement. In
respect of floating rate financing facilities, interest shall be computed at the then current
interest rate determined during the floating rate period. Upon expiry of each single financing
facility, Party A shall repay on a lump-sum basis principal and interest to the effect that
interest shall be settled in full together with principal. If relevant payments have been collected
prior to expiry of such single financing facility, Party A shall immediately repay relevant
principal and interest of such financing facility.




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5.2 The expenses to be paid by Party A to Party B hereunder shall include without limitation:



(1) Expenses actually incurred by Party B in handling each business operation hereunder;



(2) Expenses incurred by Party B in requesting payment from relevant parties in connection with the
recovery of payments under the L/Cs, documents, bills, guarantees and securities(pledges) in
respect of the Credit Line Limits hereof;



(3) Party A shall bear legal service, insurance, appraisal, registration, custody, authentication,
notary expenses and the like in connection with this Agreement and the securities hereunder.





			
	Article 6	 	Uses of Credit Line Limits




6.1 Condition Precedent for Use of Credit Line Limits: Unless waived in whole or in part by Party
B, Party B shall become obligated to grant to Party A trade finance and letter of guarantee credit
line facilities only upon satisfaction of the following conditions precedent:



(1) Party A has in accordance with the requirements of relevant laws and regulations completed the
approval, registration, delivery and other legal procedures in connection with the credit line
limits hereunder;



(2) Security agreements or other forms of security meeting the requirements of Party B have become
effective and shall remain valid;



(3) There has occurred no event of default set out herein;



(4) All documents deemed requisite for delivery by Party B have been delivered;



(5) Party A has in accordance with the requirements of its corporate constitutional documents
lawfully and duly authorized the entity and signatory entering into, delivering, accepting and
performing on its behalf this Agreement and any document hereunder; and has completed and delivered
the Authorization Letter for the Grant of Trade Finance and Letter of Guarantee Credit Line
Facilities as requested by Party B;



(6) The Application Letter for the Grant of Trade Finance and Letter of Guarantee Credit Line
Facilities and relevant documents have been reviewed and approved by Party B;



(7) Party A has entered into specific credit line grant business agreements for such specific
business operations as factoring, forfaiting;



(8) Other conditions precedent agreed upon by the Parties hereto  N/A .




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6.2 Calculation of the principal utilized by a Credit Line Limit shall be dealt with under the relevant
rules of Party B, provided that such rules shall neither constitute a restriction on the rights and
interests of Party B, nor constitute a reduction or exemption of the interest payment obligation or
other obligation or liability of Party A hereunder, nor be deemed a restriction on the scope of the
debts of Party A or the scope of guarantee of the security provider. In respect of trade finance
and letter of guarantee business operations conducted in a currency other than the currency of the
granted credit line, such relevant currency shall in accordance with the request of Party B be
converted into equivalent amounts in the currency of the granted credit line for the purpose of
determining the amount of the principal utilized by such credit line, provided that Party A and its
security provider shall continue to discharge its debts with the currency of the specific business.



6.3 At any time during the Credit Line Term hereof, the sum of the balance of the principal of each
single credit line limit shall not exceed the overall trade finance and letter of guarantee credit
line facilities.



6.4 Party A may subject to the provisions on the ceiling limits of each single credit line limit
hereunder draw on such single credit line limit in a revolving manner within the Credit Line Term,
with no restriction on the times of such uses or the amounts of each such use.



6.5 Once drawn on, a Credit Line Limit hereunder shall become a debt of Party A to Party B. The
claims of Party B shall include without limitation principal, interest, overdue interest, penalty
interest, banking charges, liquidated damages, indemnities, and other expenses in connection with
the realization of the claims of Party B (including without limitation litigation, arbitration,
attorney, asset conservation, travel, enforcement, appraisal, auction expenses, etc.).



6.6 Party A shall use the Credit Line Limits hereunder in accordance with this Agreement and the
rules of Party B governing trade finance and letter of guarantee credit line facilities, settlement
and lending.



6.7 When drawing on the various limits hereunder, Party A shall submit to Party B a written
application letter for trade finance and letter of guarantee credit line facilities and/or relevant
business application letters (including without limitation the application for L/C opening; the
application for shipping guarantee; the documents delivery contact note related to export L/C or
export collection), while Party B will, upon review and approval of the same, handle relevant trade
finance and letter of guarantee credit line facility grant business or enter a specific credit line
grant business agreement with Party A in accordance with the requirements.



6.8 Within the amounts set out herein and within the Credit Line Term set out herein, Party A may
submit its credit line limit use applications on a transaction-by-transaction basis and Party B
will handle accordingly upon review and approval of the same.





			
	Article 7	 	Rights and Obligations of the Parties





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7.1 Save as otherwise provided by laws, regulations and rules, Party A shall have the right to
request Party B to maintain in confidence relevant information and production and operation-related
business secrets provided by Party A.



7.2 Party A may at any time during the Credit Line Term submit a credit line limit use application
with Party B. When submitting such application, Party A shall in accordance with the request of
Party B complete in respect of each such application the Application Letter for Trade Finance and
Letter of Guarantee Credit Line Facilities and other documents required by Party B. If, upon
review, Party B finds such application consistent with relevant laws, regulations and rules of the
state, this Agreement and relevant business management rules of the Party B, Party will in
accordance to its relevant business operation procedures, handle relevant procedures, or, where
required by the content of the relevant specific business, enter into a specific credit line grant
business agreement with Party A. If, upon review of such application, Party B does not agree to
proceed, it shall so notify Party A without delay.



7.3 Party A shall, in accordance with the request of Party B provide its planning and statistics
information, accounting and financial statements and information on its production and operation
status and shall warrant the truthfulness, completeness and validity of such information and
status.



7.4 Party A shall actively cooperate with and voluntarily accept the control and supervision by
Party B in respect of its production and operations, financial activities and use of the credit
line limits hereunder.



7.5 Party B shall have the right to appraise at an appropriate time the credit rating of Party A in
accordance with the internal rules of Party B. Where the credit rating of Party A has been
downgraded or if there occurs any other circumstance which in the opinion of Party B affects the
normal production and operation of Party A, Party B shall the right to adjust and ultimately cancel
the Credit Line Limit/s not yet drawn on by Party A.



7.6 Party A shall open the RMB or, as the case may be, foreign exchange settlement account with
Party B and entrust Party B to handle its export trade settlement operations, its import and export
trade finance operations and other banking settlement operations.



7.7 Party A shall use the limits in accordance with the agreed purpose of use.



7.8 Party A shall repay the principal and interest of debts as per the agreed times.



7.9 Party A shall bear the exchange risk. If, due to exchange rate changes, the sum of the credit
line limits utilized by Party A may exceed the agreed limit hereunder, Party A shall provide a
security acceptable to Party B promptly upon receipt of notice from Party B. Party B shall also
have the right to refrain from providing trade finance in respect of the amounts of the credit line
limits that have increased as a result of exchange rate changes.




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7.10 Party A shall within the period prescribed hereunder deposit into the account opened with
Party B monies sufficient to cover its dues and Party B shall have the right to directly and at its
discretion deduct and transfer such monies from such account. If Party A fails to timely and fully
pay to Party B debts that have become due and payable, Party B shall have the right of to directly
deduct and transfer monies from such debt deposit account, or any other account opened by Party A
with the whole Import & Export Bank of China system. Should Party A fail to settle monies due and
payable, Party B shall have the right to exercise its rights of security or take other claims
realization measures.



7.11 Party A shall not withdraw its capital or transfers its assets and attempt thereby to avoid
its debts owing to Party B. During the term of this Agreement, Party A may not sell its main assets
or make a material capital expenditure without written consent of Party B.



7.12 During the term of this Agreement, Party A may not provide any form of guaranty in respect of
the debts of a third party without written consent of Party B.



7.13 If the guarantor hereunder has wound down business, ceased operations, cancelled
its registration, forfeited its business license or has it revoked, become
bankrupt, suffered losses in its operations, or has otherwise suffered a similar
circumstance, and has as a result lost in part or in full its guarantee ability commensurate with
the Credit Line Limits hereunder; or, if the security or the pledged property provided as a
guarantee hereunder has decreased in value or has suffered accidental damage or loss, Party A shall
promptly notify Party B of the same and shall provide other security arrangements acceptable to
Party B.



7.14 Prior to full settlement of the debts, in the event of a change to its name, legal
representative (or responsible person), domicile, business scope, registered capital, etc., Party A
shall notify Party B of the same without delay.



7.15 If, prior to full settlement of the debts, Party A effects contracting, leasing, conversion
into the joint-stock system, joint operation, merger, consolidation, spin-off, joint venture,
filing for business suspension and rectification, filing for dissolution, filing for bankruptcy or
other course of action that is sufficient to affect Party B’s realization of its claims, Party A
shall give Party B a SEVEN banking business days notice, shall obtain consent of Party B and shall
in accordance with the request of Party B implement full settlement and guaranty of the debts.



7.16 If, prior to full settlement of the debts, Party A has wound down business, ceased
operations, cancelled its registration, forfeited its business license or has it
revoked; or, if, prior to full settlement of the debts, the legal representative or responsible
person of Party A has engaged in illegal activities; or if, prior to full settlement of the debts,
Party A has become involved in a material litigation, or has suffered material difficulties in its
production and operation activities, or has suffered deterioration in its financial conditions or
like circumstances; and if the debt repayment ability of Party A has thereby suffered a material
adverse effect, Party A shall


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immediately notify Party B of the same in writing and shall implement in accordance with the
request of Party B full settlement and guaranty of the debts.



7.17 Party A covenants that it will not enter into any contract with any third party contrary to
the rights and interests of Party B hereunder.



7.18 Prior to full settlement of all debts hereunder, Party A may not use any asset arising out of
the credit line limits granted by Party B to provide a guaranty to any third party without the
written consent of Party B.



7.19 Party A shall be liable to indemnify the losses incurred by Party B as a result of a dispute
arising out of the underlying contract or a reason attributable to a third party.



7.20 In handling the import L/C credit line grant business, Party A and Party B shall also have
the following rights and obligations, respectively:



(1) When applying to Party B for the opening of an L/C, Party A shall in accordance with the
request of Party B submit in respect of each operation an L/C Opening Application and provide the
underlying contract and other documents and information, and shall warrant the truthfulness of such
documents and the lawfulness of such underlying transaction.



(2) The RMB and foreign currency settlement operations under the L/C the opening of which has been
applied for by Party A shall all be handled through Party B.



(3) Party B shall handle such L/C business in accordance with relevant laws and regulations, and
international customary practices.



(4) Party A covenants to discharge its repayment obligations in respect of its Debts owing to Party
B. For the purpose of this clause, the term “Debts” shall include without limitation the monies
payable for the goods under the L/C; relevant handling fees; telecommunications fees; miscellaneous
expenses; the overdue interest payable by Party A arising out of the payment advanced by Party B
under the L/C; liquidated damages; indemnities; relevant banking expenses the payment of which has
been declined by the foreign beneficiary; and the claims realization expense incurred by Party B.



(5) Where an amendment is required in respect of the L/C , Party A shall submit to Party B an L/C
Amendment Application and shall undertake to pay all costs arising out of such L/C amendment
(including relevant banking expenses the payment of which has been declined by a foreign
beneficiary).



(6) Party A shall within the period prescribed by the Advice of Arrival of Documents under the
Import L/C notify Party B in writing to handle the outward payment/acceptance/ late payment
confirmation/ payment refusal formalities. If Party A fails to so notify Party B in the prescribed
period, Party B shall have the right to handle in its discretion such outward payment/acceptance/
late payment confirmation/ payment


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refusal formalities and Party A shall bear all liabilities and consequences arising therefrom.



(7) If Party A intends to request Party B to refuse payment/acceptance/late payment confirmation
due to a discrepancy between the L/C and the relevant documents, Party A shall within the period
prescribed by the Import L/C Payment/Acceptance Advice submit to Party B in writing the payment
refusal request and reasons therefor and specify therein all of the discrepancies and shall return
to Party B all of the documents submitted by Party B to Party A. In any event, even if Party A has
requested refusal of payment/acceptance/late payment confirmation, Party B shall nonetheless have
the right to independently determine whether there exists any discrepancy and whether or not to
refuse payment and Party A shall bear the consequences and losses arising out of such independent
determination effected by Party B in accordance with the clauses of the L/C and applicable
international customary practices and shall be restricted from refusing to repay the monies
advanced by Party B under the L/C on the basis of such independent determination.



(8) If the L/C applied for by Party A is a short-term L/C, and if Party B determines there is no
discrepancy between the L/C and relevant documents, Party A shall undertake to settle all of the
monies and relevant expenses within three banking business days of the issuance by Party B of the Import L/C
Payment/Acceptance Advice.



If the L/C applied for by Party is a long-term L/C, Party A shall settle with Party B all of the
monies and relevant expenses prior to the due date of the payment.



(9) Party B shall be liable to indemnify the losses incurred by Party B as a result of a dispute
arising out of the underlying agreement of the L/C or a reason attributable to a third party.



(10) Party B shall in no event be held liable for any consequence arising out of the delay or loss
occurring during the course of transmission of any telegram, correspondence or documents, or for
any delay, incompleteness or other error occurring during the course of any telegraphic
transmission.



(11) Portions of the L/C Opening Application and the L/C Amendment Application, the completion of
which is required to be effected in English shall be completed in English. If Party A completes
such portions in Chinese and thereby causes ambiguities, Party B shall not be liable for the same.



(12) All consequences arising out of illegible writing or ambiguous wording in the L/C Opening
Application and the L/C Amendment Application shall solely be borne by Party A.



7.21 In handling the import bill advance business, Party A and Party B shall also have the
following rights and obligations, respectively:




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(1) Party A shall have the right to request Party B to make available to Party A the import bill
advance amounts in accordance with the provisions hereof.



(2) Party B shall maintain in confidence the business secrets of Party A.



(3) The RMB and foreign currency settlement operations of Party A under this Agreement shall all be
handled through the account opened with Party B.



(4) Upon making the outward payment, Party B shall acquire the title to the goods represented by
relevant documents.



(5) Upon issuing the Trust Receipt to Party B, Party A may obtain from Party B the original copy of
the aforesaid document, provided that Party A shall, acting as a person entrusted by Party B,
handle relevant matters related to the goods on behalf of Party B.



(6) The monies obtained by Party A from the sale of the aforesaid goods shall be applied towards
the repayment of the import bill advance amounts and any underpaid portion shall be repaid by Party
A with other funds.



(7) All expenses arising from the disposal of the goods or in connection with the goods shall be
borne by Party A.



(8) If Party A is dissolved, revoked, or becomes bankrupt or is subject to like circumstances,
Party A shall satisfy on a priority basis the claims of Party B under the import bill advance
facility by disposing of the securities provided to Party B.



(9) Prior to full settlement of the principal, interest and expenses of the import bill advance
facility, Party A shall not mortgage (or pledge) the documents and the goods represented by such
documents in favor of a third party.



(10) Party A shall, in accordance with the request of Party A and at its cost and expense, take out
various insurance policies, naming Party B as the primary beneficiary, with a reputable insurer in
respect of the goods under the import bill advance-related L/C or documents in an amount
corresponding to the full value of such goods. Party A undertakes to sign at any time at the
request of Party B all documents necessary for Party B to take delivery of goods or make claims. If
an insurance claim event has occurred to the goods under the insurance policies, Party A shall
immediately notify Party B of the same in writing and the proceeds from such claim shall be
deposited into an account designated by Party B as the subrogation monies for the goods.



(11) Party B shall have the right to inspect and supervise the sales revenue collection status of
the goods under the import bill advance-related L/C or other documents and Party A shall from time
to time provide relevant information to Party B in writing as requested by Party B.




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7.22 When Party A applies for the opening of the shipping guarantee, Party A and Party B shall also
have the following rights and obligations, respectively:



(1) When applying for the opening of the Shipping Guarantee, Party A shall in respect of each
operation submit to Party B the Shipping Guarantee Application and the Trust Receipt, and shall in
accordance with the request of Party B furnish to Party B the facsimile copies or photocopies of
the invoices, B/L, packing list and other documents, and the goods arrival advice issued by the
shipping company.



(2) Party B shall provide the shipping guarantee only in respect of the import goods under the L/C
opened by Party B.



(3) Upon opening of the Shipping Guarantee by Party B, if the beneficiary of such guarantee or the
holder of the original copy of the B/L makes a claim, Party A shall within 3 banking business days
of receipt of the Payment Advice deposit into an account designated by Party B monies adequate to
cover amounts payable and relevant expenses.



(4) Without written consent of Party B Party A shall not mortgage (pledge) the goods under the
Shipping Guarantee in favor of any other entity or individual.



(5) Upon receipt of the Advice on Arrival of Documents under the Import L/C from Party B,
irrespective of whether there exists any discrepancy, Party A shall effect payment or acceptance on
an immediate and unconditional basis. If Party A fails to so pay or accept within the prescribed
period, Party B shall have the right to deduct and transfer monies from any account opened by Party
A with the whole Import & Export Bank of China system so as to ensure timely carrying out of the
outward payment.



(6) Party A undertakes to redeem from the shipping company or its agent the Shipping Guarantee
issued by Party B within 15 days from receipt of the original B/L and return the same to Party B.
If Party A redeems such Shipping Guarantee within 30 days only, Party B shall have the right to use
in its discretion the B/L to redeem the Shipping Guarantee from the shipping company or its agent,
all at the sole cost and expense of Party A.



(7) If any suit is brought against Party B as a result of issuance of the Shipping Guarantee, Party
A shall provide for adequate defense fees and undertake to unconditionally bear all liabilities
and risks arising therefrom and indemnify Party B against all costs and losses arising therefrom.
The aforesaid liabilities, risks, costs and losses shall include without limitation the indemnity
liability, the litigation expenses, attorney’s fee, travel expenses, etc.



(8) If a result of the Shipping Guarantee the relevant vessel or such other vessel or property of
the owner of such relevant vessel becomes detained or seized or threatened with detention or
seizure, Party A shall be responsible for the release of such detention or seizure or,
alternatively, shall take all necessary security measures to prevent the


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occurrence of such detention or seizure, or secure the release of the detained or seized vessel or
property on a bail. Irrespective of whether such detention or seizure is legal or not, Party A
shall be liable to indemnify the losses, damages and costs arising therefrom.



7.23 When Party A draws on the packing loan limit, Party A and Party B shall also have the
following rights and obligations, respectively:



(1) The L/C involved in the packing loan shall be an L/C advised by Party B or, if not advised by
Party B, a freely negotiable L/C. The document delivery and foreign exchange collection operations
in respect of the export under the packing loan shall be handled by Party B.



(2) The RMB and foreign currency settlement operations of Party A under the packing loan shall all
be handled through the account opened with Party B.



(3) Proceeds from the export collection or the export bill purchase arrangement shall be
immediately applied towards repayment of the principal, interest and other expenses of the borrowed
monies. In respect of the export collection under a partial shipment L/C, each foreign exchange
collection shall be immediately applied towards repayment of the principal, interest and other
expenses of the borrowed monies. Upon expiry of the loan, Party A shall settle in full all
outstanding principal interest and other expense of the loan. If the opening bank of the L/C
involved in the packing loan refuses payment or if Party A fails to delivery L/C-conform documents
with the term of the L/C, Party B shall have the right to declare immediate maturity of the packing
loan.



(4) Party A shall apply the borrowing towards preparing the goods required under the L/C involved
in the packing loan, and shall not re-allocate such borrowing to other uses. If Party A fails to
use the loan in accordance with the agreed purpose of use, Party B shall have the right to charge a
penalty interest in respect of the disbursed loan at an interest determined by Party B in
accordance with relevant rules and Party B may further exercise the right to recover in advance the
loan as well as other rights.



(5) Without the written consent of Party B and the security provider, Party A may not request or
accept an amendment to the clauses of the L/C or cancellation of the L/C.



(6) During the term of the loan, if there occurs to the L/C clauses a material change adverse to
the interest of Party B, including without limitation reduction of the L/C amount, prolongation of
the payment term, cancellation of the L/C, etc., Party A shall be obligated to repay the loan in
advance in accordance with the request of Party B.



(7) Party A may not transfer the L/C and its rights and obligations hereunder without the written
consent of Party B.



(8) Party A shall furnish to Party B information on its use of the packing loan and the
preparation status of the exports under the L/C, shall ship the goods as required by the


15









 






L/C, shall accept the supervision of Party B and shall further submit to Party B the full set of
clean originals of the documents under the L/C.



7.24 When Party A draws on the Export Bill Purchase Limit under an L/C, Party A and Party B shall
also have the following rights and obligations, respectively:



(1) Party A shall have the right to submit to Party B the request for drawing on the export bill
purchase financing credit line limit hereunder.



(2) The RMB and foreign currency settlement operations of Party A under the export bill purchase
arrangement shall all be handled through the account opened with Party B.



(3) Party A shall submit to Party B the original copy of the L/C and any original amendment copy
thereof (if any) under the export bill purchase arrangement and the full set of documents required
to be submitted under such L/C so that Party B may forward the documents and request payment.
Proceeds received shall be directly applied towards repayment of the principal, interest and
relevant expenses under the export bill purchase arrangement and any shortfall amount shall be
satisfied by Party A separately, provided that Party B shall have the right to directly deduct and
transfer monies from any account opened by Party A with the whole system of the Import & Export
Bank of China. If the opening bank refuses payment, Party B shall have the right to immediately
request Party A to pay the monies under the export bill purchase arrangement and relevant interest
and expenses.



(4) In the event of a documentary discrepancy, Party B shall have the right not to handle the
export bill purchase facility.



(5) If a foreign bank (inclusive the opening bank and its designated bank) for any reason refuses
to pay, or delays in payment of, or reduces the payment of the amounts under the L/C, Party B shall
have the right to request to cover the principal and interest of all of such amounts or the short
portion thereof, together with all losses, and shall further have the right to deduct and transfer
such monies from any account opened by Party A with the whole system of the Import & Export Bank of
China or other accounts receivable of Party A. Party B shall concurrently have the right to dispose
of, in its discretion, the documents and the goods under the export bill purchase arrangement and
to apply the proceeds from such disposal towards satisfaction of its claims and shall further have
the right to request Party A to provide for any shortfall portion.



(6) Party A shall have the right to prepay the loan, with the
interest to be calculated on the basis of actual days of use and the loan interest rate agreed hereunder.



7.25 When Party A draws on the Export Bill Purchase limit under a documentary collection
arrangement, Party A and Party B shall also have the following rights and obligations,
respectively:



(1) Party A shall the right to submit to Party B the request for drawing on the export bill
purchase financing credit line limit hereunder.




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(2) The RMB and foreign currency settlement operations of Party A under the export bill purchase
arrangement shall all be handled through the account opened with Party B.



(3) Party A shall take out an export credit insurance and shall assign its relevant rights and
interests under such insurance policy to Party B. Party A shall submit to Party B the full set of
the documents for collection required hereunder so that Party B may forward the documents and
request payment. Proceeds received shall be directly applied towards repayment of the principal,
interest and relevant expenses under the export bill purchase facility and any shortfall amount
shall be satisfied by Party A separately.



(4) If Party B receives from the collecting bank an advice specifying that the payment has been
refused by the payer, then the export bill purchase facility under the export documentary
collection arrangement shall become immediately due and payable.



(5) If for any reason the payer refuses to pay, or delays in payment of, or reduces the payment of
relevant monies, Party B shall have the right to request to cover the principal and interest of all
of such amounts or the short portion thereof, together with all losses, and shall further have the
right to deduct and transfer such monies from any account opened by Party A with the whole system
of the Import & Export Bank of China or other accounts receivable of Party A. Party B shall
concurrently have the right to dispose of, in its discretion, the documents and the goods hereunder
and to apply the proceeds from such disposal towards satisfaction of its claims and shall further
have the right to request Party A to provide for any shortfall portion.



(6) Party A shall have the right to prepay the loan, with the interest to be calculated on the
basis of actual days of use and the loan interest rate agreed hereunder.



7.26 In handling the letter of guarantee credit line facility grant business, Party A and Party B
shall also have the following rights and obligations, respectively:



(1) When applying to Party B for the opening of a letter of guarantee, Party A shall in accordance
with the request of Party B submit in respect of each operation a Letter of Guarantee Opening
Application and provide the underlying contract and other documents and information, and shall
warrant the truthfulness of such documents and the lawfulness of such underlying transaction.



(2) The RMB and foreign currency settlement operations under the letter of guarantee the opening of
which has been applied for by Party A shall all be handled through Party B.



(3) Party B shall handle such letter of guarantee business in accordance with relevant laws and
regulations, and international customary practices.



(4) Party A covenants to discharge its repayment obligations in respect of its Debts owing to Party
B. For the purpose of this clause, the term “Debts” shall include without limitation the monies payable for the goods under the letter


17









 






of guarantee; relevant handling fees; the telecommunication fees; miscellaneous expenses; the overdue
interest payable by Party A arising out of the payment advanced by Party B under the letter of
guarantee; liquidated damages; indemnities; relevant banking expenses the payment of which has been
declined by a foreign beneficiary; and the claims realization expense incurred by Party B.



(5) Where an amendment is required in respect of the letter of guarantee, Party A shall submit to
Party B a Letter of Guarantee Amendment Application and shall undertake to pay all costs arising
out of such letter of guarantee amendment (including relevant banking expenses the payment of which
has been declined by the foreign beneficiary).



(6) Party A shall within the period prescribed by Party B notify Party B in writing to handle the
outward indemnity payment procedures, failing which Party B shall have the right to handle in its
discretion such outward indemnity payment procedures and Party A shall bear all liabilities and
consequences arising therefrom.



(7) If, due to a non-satisfaction of the conditions for indemnity payment, Party A intends to
request Party B to refuse such indemnity payment, Party A shall within the period prescribed by
Party B submit to Party B in writing the reasons therefor. In any event, even if Party A has
requested refusal of payment, Party B shall nonetheless have the right to independently determine
the truthfulness and validity of the indemnity claim and whether or not to refuse payment and Party
A shall bear the consequences and losses arising out of such independent determination effected by
Party B in accordance with the clauses of the letter of guarantee and applicable international
customary practices and shall be restricted from refusing to repay the monies advanced by Party B
under the letter of guarantee on the basis of such independent determination.



(8) Party A shall be liable to indemnify the losses incurred by Party B as a result of a
dispute arising out of the underlying contract of the letter of guarantee or a reason attributable
to a third party.



(9) Party B shall in no event be held liable for any consequence arising out of the delay or loss
occurring during the course of transmission of any telegram, correspondence or documents, or for
any delay, incompleteness or other error occurring during the course of any telegraphic
transmission.



(10) Portions of the Letter of Guarantee Opening Application and the Letter of Guarantee Amendment
Application the completion of which is required to be effected in English shall be completed in
English. If Party A completes such portions in Chinese and thereby causes ambiguities, Party B
shall not be liable for the same.



(11) All consequences arising out of illegible writing or ambiguous wording in the Letter of
Guarantee Opening Application and the Letter of Guarantee Amendment Application shall solely be
borne by Party A.




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7.27 When Party A draws on the Export Factoring Limit, Party A and Party B shall also have the
following rights and obligations, respectively:



(1) Party A shall have the right to request Party B to make available the export factoring finance
hereunder.



(2) The RMB and foreign currency settlement operations of Party A under the export factoring
facility shall all be handled through the account opened with Party B.



(3) Party A shall submit to Party B the full set of documents required under the export factoring
facility so that Party B may forward the documents and request payment. Proceeds received shall be
directly applied towards repayment of the principal, interest and relevant expenses of the
financing facility and any shortfall amount shall be satisfied by Party A separately, provided that
Party B shall have the right to directly deduct and transfer monies from any account opened by
Party A with the whole system of the Import & Export Bank of China. If the payment cannot be
recovered on time, Party B shall have the right to immediately request Party A to pay the monies
under the export factoring financing facility and relevant interest and expenses thereof.



(4) If the foreign import factor for any reason refuses to pay, or delays in payment of, or
reduces the payment of relevant monies, Party B shall have the right to request to cover the
principal and interest of all of such amounts or the short portion thereof, together with all
losses, and shall further have the right to deduct and transfer such monies from any account opened
by Party A with the whole system of the Import & Export Bank of China or other accounts receivable
of Party A. Party B shall concurrently have the right to dispose of, in its discretion, the
documents and the goods under the export factoring arrangement and to apply the proceeds from such
disposal towards satisfaction of its claims and shall further have the right to request Party A to
provide for any shortfall portion.



(5) Party A shall have the right to prepay the loan, with the interest to be calculated on the
basis of actual days of use and the loan interest rate agreed hereunder.



(6) Party A shall warrant that the trade is truthful and lawful and does not exceed the business
scope and export authority of Party A.



7.28 When Party A draws on the Export Commercial Invoice Discounting Limit, Party A and Party B
shall also have the following rights and obligations, respectively:



(1) Party A shall have the right to request Party B to make available the export commercial invoices
discounting facility hereunder.



(2) The RMB and foreign currency settlement operations of Party A under the export commercial
invoices discounting facility shall all be handled through the account opened with Party B.




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(3) Party A shall submit to Party B the full set of documents required under the export commercial
invoices discounting facility so that Party B may forward the documents and request payment.
Proceeds received shall be directly applied towards repayment of the principal, interest and
relevant expenses of the financing facility and any shortfall amount shall be satisfied by Party A
separately, provided that Party B shall have the right to directly deduct and transfer monies from
any account opened by Party A with the whole system of the Import & Export Bank of China. If the
payment cannot be recovered on time, Party B shall have the right to immediately request Party A to
pay the monies under the export factoring financing facility and relevant interest and expenses
thereof.



(4) If the foreign import for any reason refuses to pay, or delays in payment of, or reduces
the payment of relevant monies, Party B shall have the right to request to cover the principal and
interest of all of such amounts or the short portion thereof, together with all losses, and shall
further have the right to deduct and transfer such monies from any account opened by Party A with
the whole system of the Import & Export Bank of China or other accounts receivable of Party A.
Party B shall concurrently have the right to dispose of, in its discretion, the documents and the
goods under the export commercial invoices discounting facility arrangement and to apply the
proceeds from such disposal towards satisfaction of its claims and shall further have the right to
request Party A to provide for any shortfall portion.



(5) Party A shall have the right to prepay the loan, with the interest to be calculated on the
basis of actual days of use and the loan interest rate agreed hereunder.



7.29 When Party A draws on the Import Factoring Limit, Party A and Party B shall also have the
following rights and obligations, respectively:



(1) Party A shall the right to request Party B to make available the import factoring guarantee
hereunder.



(2) The RMB and foreign currency settlement operations of Party A under the import factoring
facility shall all be handled through the account opened with Party B.



(3) Party A covenants to discharge its repayment obligations in respect of its Debts owing to Party
B. For the purpose of this clause, the term “Debts” shall include without limitation the monies
payable for the goods under the import factoring facility; relevant formalities fee; the telegram
fee; miscellaneous expenses; the overdue interest payable by Party A arising out of the payment
advanced by Party B under the import factoring facility; liquidated damages; indemnities; relevant
banking expenses the payment of which has been declined by the foreign party; and the claims
realization expense incurred by Party B.



(4) Party A shall within the period prescribed by the payment advice from Party B notify Party B
in writing to handle the outward payment/ late payment confirmation/ payment refusal formalities.
If Party A fails to so notify Party B in the prescribed period, Party B shall have the right to
handle in its discretion such outward payment/ late payment


20









 






confirmation/ payment refusal formalities and Party A shall bear all liabilities and consequences
arising therefrom.



(5) If, due to a dispute, Party A intends to request Party B to refuse payment//late payment
confirmation, Party A shall, within the period prescribed by the payment advice from Party B,
submit to Party B in writing the payment refusal request and reasons therefor and shall at the same
time return to Party B all of the documents submitted by Party B to Party A. Party B shall have
the independent, final right of determination and disposal with respect to such dispute and shall
further have the right to determine whether or not to make the outward payment/ late payment
confirmation.



(6) Party A shall be liable to indemnify the losses incurred by Party B as a result of a dispute
arising out of the contract underlying the import factoring arrangement or a reason attributable to
a third party.



(7) Party B shall in no event be held liable for any consequence arising out of the delay or loss
occurring during the course of transmission of any telegram, correspondence or documents, or for
any delay, incompleteness or other error occurring during the course of any telegraphic
transmission.



(8) Party A shall be liable to settle the principal, interest and relevant expense arising out of
the payment advanced by Party B in its handling of the import factoring business and Party B shall
have the right to deduct and transfer such monies from any account opened by Party A with the whole
system of the Import & Export Bank of China or other accounts receivable of Party A. Party B shall
concurrently have the right to dispose of, in its discretion, the documents and the goods under the
import factoring arrangement and to apply the proceeds from such disposal towards satisfaction of
its claims and shall further have the right to request Party A to provide for any shortfall
portion.





			
	Article 8	 	Security




8.1. Of the Credit Line Limits hereunder, Renminbi 500 million shall be granted without the
provision of any security (counter-security),  N/A  shall be granted with the backing of a
joint liability guarantee to be provided by  N/A  with joint liability (with the backing of
a mortgage (pledge) to be provided by  N/A ). The relevant parties will enter into the
security contract separately.



8.2. Party A agrees that if Party A fails to pay Party B any amount on a timely basis and such
amount is converted into a loan upon consent of Party B, Party B shall have the right to enforce
its security rights under this Agreement based on the underlying loan debt. Party B shall have the
right to request Party A to change the guarantor or provide other security, as the case may be.




21









 







8.3. If Party A and Party B have agreed upon a deposit requirement in respect of a specific credit
facility granted hereunder, Party A shall open with Party B a special deposit account which shall
be supervised by Party B. When applying for the grant of the relevant facility, Party A shall pay
into the deposit account the full pro rata amount at the agreed percentage. In case Party A fails
to repay such relevant facility as agreed, Party B shall have the right to directly deduct a
corresponding amount from such deposit account for the purpose of satisfying its claims.





			
	Article 9	 	Breach of Contract




9.1. Events of Breach



Any of the following events shall be deemed a breach of contract if it occurs prior to settlement
of the debts arising hereunder:



(1) Breach by Party A



a. Party A fails to provide true, complete and valid financial statements, operation information or
any other relevant materials in accordance with the requirements of Party B;



b. Party A fails to use relevant proceeds for the purpose as agreed by both parties;



c. Party A fails to repay any outstanding mature debt on a timely basis, including but not limited
to, the principal, interest and any other charges of each credit facility extent hereunder;



d. Party A refuses or prevents Party B from checking and supervising the usage of relevant loan;



e. Party A transfers any asset or withdraws any fund for the purpose of evading debts;



f. Party A fails to fully and properly perform any of its obligations hereunder or to fully comply
with any undertaking, warrant, obligation or liability hereof and fails to take actions
satisfactory to Party B within the period specified by Party B to correct any event or situation
that may have material and adverse effect on the interest of Party B;



g. Party A becomes unable to repay mature debts due to deterioration of its operation and financial
conditions or is involved in or is threatened with a significant litigation, arbitration or any
other legal dispute, which, in the opinion of Party B, may affect or damage or has affected or
damaged any interest of Party B under this Agreement;



h. Any other liability of Party A has affected or may affect its performance of any obligation owed
to Party B under this Agreement;




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i. Party A fails to repay any other mature debt owed to the Export & Import Bank of China;



j. During the term of this Agreement, Party A effects without consent of Party B any contracting,
leasing, merger, acquisition, joint venture, spin-off, consolidation, conversion to joint stock
system or any other action that modifies its form of operation or transforms its mechanism of
operation, which in the opinion of Party B may affect or damage or has affected or damaged any
interest of Party B under this Agreement;



k. The relevant trade is untrue or illegal;



l. any other event which in the opinion of Party B may affect the enforcement of its rights as the
creditor; or



n. any breach of any other obligation agreed hereunder.



(2) If any of the following events occurs to the guarantor and if Party A fails to provide a new
guarantee in lieu of the same in accordance with Party B’s requirements, such event shall be deemed
a breach of Party A:



a. The guarantor effects contracting, leasing, merger and acquisition, joint venture, spin-off,
consolidation, conversion into the joint-stock system, bankruptcy or de-registration, which will be
in a position to affect its ability to fulfill its joint guarantee liability hereunder;



b. The guarantor provides a security to any third party beyond its ability to support such
commitment;



c. The guarantor has lost or may lose its ability to provide a security; or



d. any other breach by the guarantor set out in the guarantee agreement.



(3) If any of the following events occurs to the mortgagor and if Party A fails to provide a new
security in lieu of the same in accordance with Party B’s requirements, such event shall be deemed
a breach of Party A:



a. The mortgagor fails to purchase property insurance for the mortgaged property in accordance with
Party B’s requirements or fails to obtain insurance indemnity in accordance with the mortgage
agreement upon occurrence of any insurance event;



b. The mortgaged property is damaged, destroyed or devaluated due to the fault of any third party
and the mortgagor fails to obtain damage compensation in accordance with the mortgage agreement;



c. The mortgagor transfers, leases, re-mortgages or otherwise disposes of the mortgaged property
without written consent of Party B;




23









 







d. The mortgagor disposes of the mortgaged property upon consent of Party B but fails to use the
amount resulting from such disposition of the mortgaged property in the way provided by the
mortgage agreement;



e. The mortgaged property becomes damaged, destroyed or devalued and will thereby affect the
repayment of the debt under this Agreement, while the mortgagor fails to restore the value of the
mortgaged property or to provide other security acceptable to Party B; or



f. any other breach by the mortgagor set out in the mortgage agreement.



(iv) If any of the following events occurs to the pledgor and if Party A fails to provide a new
security in lieu of the same in accordance with Party B’s requirements, such event shall be deemed
a breach of Party A:



a. The pledgor fails to purchase property insurance for the pledged property in accordance with
Party B’s requirements or fails to obtain insurance indemnity in accordance with the pledge
agreement upon occurrence of any insurance event;



b. The pledged property is damaged, destroyed or devaluated due to the fault of any third party and
the pledgor fails to obtain damage compensation in accordance with the pledge agreement;



c. The pledgor disposes of the pledged property upon consent of Party B but fails to use the amount
resulting from such disposition of the pledged property in the way provided by the pledge
agreement;



d. The pledged property becomes damaged, destroyed or devalued and will thereby affect the
repayment of the debt under this Agreement, while the pledgor fails to restore the value of the
pledged property or to provide other security acceptable to Party B; or



e. any other breach by the pledgor set out in the pledge agreement.



(v) If any security contract or other security becomes ineffective, invalid or annulled, or any
provider of security completely or partly loses its ability to provide the security or refuses to
performs its guarantee obligations, and Party A fails to provide a new security in lieu of the
same in accordance with Party B’s requirements, Party A shall be deemed in breach of this
agreement.



9.2. Remedies



If there occurs any of the events of breach provided in sub-sections (1) through (5) above, Party B
shall have the right to take one or more of the following actions:




24









 







(1) to
make corresponding adjustment to (up to termination of Party A’s use of) the trade finance
and letter of guarantee credit facilities or any single facility hereunder;



(2) to declare all unpaid debts under this Agreement becoming due immediately and request Party A
to repay the principals, interests and charges of all due and undue debts hereunder;



(3) to collect overdue interest, if Party B has been required to make any advance payment under
a L/C, letter of guarantee or export factoring due to a breach by Party A. Such overdue interest
shall be charged as from the day of such advance payment, at the overdue loan interest rate equal
to the 6-month LIBOR two business days immediately preceding the day of such advance payment + 300
BP, plus a margin of 50%.



When the packing loan is due, Party B may collect interest that Party A fails to pay on a timely
bases based on the interest rate and through the interest settlement method agreed hereunder. If
the packing loan is overdue and the dominating currency is Renminbi, Party B shall have the right
to collect interest on the amount that Party A fails to repay on a timely basis (including all or
part of advanced loan as declared by Party B) based on the overdue interest rate issued by the
People’s Bank of China when such loan becomes overdue and through the interest settlement method
agreed hereunder, as of the day when such loan becomes overdue. If the packing loan is overdue and
the dominating currency is a foreign currency, Party B shall have the right to collect interest
based on an overdue interest rate which shall be equal to  N/A  and through the
interest settlement method agreed hereunder.



If any amount under the import bill advance, export bill advance, export factoring or outward
remittance financing facilities becomes overdue, interest will be collected based on an overdue
interest rate equal to 150% of the original trade finance interest rate;



(4) to deduct any amount in any currency from Party A’s account with the Export & Import Bank of
China and exchange for other currency in accordance with Party B’s rules.



(5) to request Party A to provide additional security for all debts under the Credit Line Limit
hereof;



(6) to enforce its rights of security;



(7) to terminate this Agreement; and



(8) Prior to full settlement of Party B’s claims, no tolerance or grace of period granted by Party
B and no delay by Party B in the exercise of any of its rights in respect of any breach of Party A
shall damage, affect or restrict any right available to Party B or be construed as Party B’s
permission of any breach or a waiver by Party B of taking any action against such breach now or in
the future.





			
	Article 10	 	Notice





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Any notice or document exchanged between the parties under this Agreement shall be deemed
delivered: (i)when sent in person or through a entrusted person, on the day when any employee or
receipt representative of the receiving party receives such notice or document; (ii)when sent via
express mail or inner-city (including urban and suburban areas) certified mail through relevant
post office, on the day immediately following the day when such mail is sent out; or (iii) when
sent via facsimile, on the day when the receiving party receives such facsimile copy. If the
delivery date determined according to foregoing sentence is inconsistent with the actual receiving
date of the receiving party or the date of acknowledgment of receipt by the receiving party, the
delivery date shall be the earliest of such dates.



Either party shall notify the other party of any change of its address, name, telephone number, fax
number or any other contact information within fifteen days of such change. Either party shall
have the right to rely on the original address, name, telephone number, fax number or any other
contact information of the other party until receiving such change notice.





			
	Article 11	 	Amendment to the Agreement




Unless otherwise provided herein, upon effectiveness of this Agreement, if any party needs to amend
the provisions hereof, such party shall notify the other party promptly and a written instrument
shall be made subject to mutual agreement between the two parties, while the original provision
hereof shall continue to be effective until execution such written instrument.





			
	Article 12	 	Other Agreed Matters




If any bill advance or outward remittance financing is made and the financing term does not extend
to the succeeding calendar year, the interest rate shall be the daily LIBOR in two business days
immediately preceding to the day when such advance or financing is made + 250BP. If the financing
term extends to the succeeding calendar year, the interest rate shall be the daily LIBOR in two
business days immediately preceding to the day when such advance or financing is made + 300BP.



If there is any inconsistency between the special agreement made by Party A and Party B under this
Article and other provision hereof, this Article shall prevail.





			
	Article 13	 	Governing Law and Dispute Resolution




This Agreement shall be governed by and construed in accordance with laws of People’s Republic of
China.




26









 







Any dispute arising from or related to this Agreement may be resolved through mutual consultations
between the parties hereto or, failing such consultations, will be resolved through the method set
out in Item (i) below:



(i) litigation brought before the people’s court of the location of Party B; or



(ii) arbitration by China International Economic and Trade Arbitration Commission in accordance
with the then effective arbitration rules of the commission. The arbitration shall take place in
Beijing. The arbitration award shall be final and binding on both parties hereto.



During the course of litigation or arbitration, the portion of this Agreement which is involved in
the dispute shall continue to be enforced. In addition, if any provision or content of this
agreement is lawfully annulled or is found invalid, the remaining provisions or content shall not
be affected thereby and shall instead remain effective.





			
	Article 14	 	Effectiveness of Agreement




This Agreement shall become effective upon execution by the legal representative (or the
responsible person) or authorized signatory of Party A and affixation of the official seal of Party
A and execution by the responsible person or authorized signatory of Party B and affixation of the
official seal of Party B.





			
	Article 15	 	Counterparts




This Agreement shall be made in TWO originals.



Within the Credit Line Term and the Credit Line Limits, all legal documents (including but not
limited to the facility grant applications and various vouchers) resulting in the creditor-debtor
relationship between Party A and Party B shall be part of this Agreement.





			
	Article 16	 	Representations




1. Party A has clear knowledge of the business scope and the scope of authority of Party B.



2. Party A has read all provisions of this Agreement. Party B has made clarifications in respect
of relevant provisions hereof at Party A’s request. Party A has had thorough knowledge of and has
fully understood the meaning of all provisions hereof and the relevant legal consequences.



3. Party A has the full, appropriate capacity and power to execute, deliver, receive and implement
this Agreement and any other document under or related to this Agreement to which it is a party and
has obtained all necessary authorizations and approvals. The organization and signatory who
execute, deliver, receive and implement such documents on its behalf have been legally and duly
authorized and have the power to take such


27









 






actions on its behalf to make such documents including this Agreement binding on it. The
execution, delivery, receipt and implementation of this Agreement and any other document under or
related to this Agreement by Party A do not violate or conflict with any applicable decrees, laws,
rules, decisions or orders, or its articles of association and other constitutional documents, and
do not breach any contract, agreement or undertaking that restricts or binds it or its assets.




Party A (official seal):




Legal representative or authorized signatory (signature): /s/ Zongwei Li                    




Date: October 27, 2008




Party B (official seal):




Legal representative or authorized signatory (signature): /s/ Jianhua Xu                    




Date: October 27, 2008





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