Unassociated Document


     

    Exhibit
10.12

    


    Contract
No.: 2009 Shishi, Zi No. 0545

    


    Working
Capital Borrowing Contract

    


    This
Working Capital Borrowing Contract (“Contract”) is entered into by
and between:

    


    Borrower
(Party A): Shishi
Feiying Plastic Co., Ltd.

    Residence
(Address):

     

    Legal
Representative: Wu
Licong

    


    And

    


    
      Lender
(Party B): Industrial
and Commercial Bank of China, (Shishi City Branch)

    

    Residence
(Address): ICBC
Building, 87 Road, Shishi City

    Legal
Representative (Responsible Officer): Zhuang
Wencong

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
of Contents

     

    
      
        
          
            	
                    Article
      1

                  	 
      	
                    Type
      of Borrowing

                  	
                     3

                  
	 
      	 
      	 
      	 
      
	
                    Article
      2

                  	 
      	
                    Use
      of Borrowing

                  	
                     
      3

                  
	 
      	 
      	 
      	 
      
	
                    Article
      3

                  	 
      	
                    Borrowed
      Amount and Term

                  	
                     
      3

                  
	 
      	 
      	 
      	 
      
	
                    Article
      4

                  	 
      	
                    Borrowing
      Rate and Interest Accruals

                  	
                     
      4

                  
	 
      	 
      	 
      	 
      
	
                    Article
      5

                  	 
      	
                    Sources
      and Methods of Repayment

                  	
                     
      5

                  
	 
      	 
      	 
      	 
      
	
                    Article
      6

                  	 
      	
                    Guarantee

                  	
                     
      6

                  
	 
      	 
      	 
      	 
      
	
                    Article
      7

                  	 
      	
                    Rights
      and Obligations of Parties

                  	
                     
      6

                  
	 
      	 
      	 
      	 
      
	
                    Article
      8

                  	 
      	
                    Breaching
      Liability

                  	
                     
      7

                  
	 
      	 
      	 
      	 
      
	
                    Article
      9

                  	 
      	
                    Effectiveness,
      Modification, Rescinding and Termination

                  	
                     
      9

                  
	 
      	 
      	 
      	 
      
	
                    Article
      10

                  	 
      	
                    Dispute
      Resolutions

                  	
                     
      10

                  
	 
      	 
      	 
      	 
      
	
                    Article
      11

                  	 
      	
                    Miscellaneous

                  	
                     
      10

                  
	 
      	 
      	 
      	 
      
	
                    Article
      12

                  	
                      

                  	
                    Supplementary
      Provisions

                  	
                     
      12

                  


          

        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Party A
hereby applies to Party B for satisfying its needs as set forth in Article 2.1
hereof, and Party B agrees to grant the borrowing to Party A (“Borrowing”). This Contract is
entered into by and between Party A and Party B in order to define their
respective rights and obligations hereunder, through negotiation based on equal
footing, in accordance with the Contract Law, the General Loan Rules and other
applicable laws and regulations.

     

    
      Article
1    Type
of Borrowing

    

    


    
      	
              1.1

            	
              The
      Borrowing hereunder is a kind of short-term (medium-term or short-term)
      working capital borrowing.

            


    

    


    
      Article
2    Use
of Borrowing

    

    


    
      
        	
                2.1

              	
                The
      Borrowing hereunder shall be used as short-term working capitals (“Use”)

              
	 	 
	 	
                .

              


      

    

          

    
      	
              2.2

            	
              Party
      A shall not change the Use as determined in this Contract without prior
      written consents of Party B.

            


    

    


    
      Article
3    Borrowed
Amount and Term

    

    


    
      	
              3.1

            	
              The
      borrowed amount hereunder shall be RMB Four Million Seven
      Hundred and Fifty Thousand (in words), i.e., RMB 4,750,000.00
      (in number). The amount in words shall prevail in the event of any
      difference between the amount in words and in
  number.

            


    

    
      	
              3.2

            	
              The
      term of Borrowing hereunder shall be months
      from December
      21, 2009 to November 20,
      2010 (“Term”).

            


    

    
      	
              3.3

            	
              Party
      A shall draw the Borrowing in a lump sum pursuant to Article 3.2 hereof.
      In the event of special circumstances, the drawing may be advanced or
      extended for  /  days
      upon written consents of Party B. Both actual drawing date and repayment
      date shall be subject to the dates as recorded on the IOUs between Party A
      and Party B. Either IOUs or borrowing drawing vouchers shall be integral
      to this Contract. Save for the dates, this Contract shall prevail in the
      event of any difference between other records and this
      Contract.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      Article
4    Borrowing
Rate and Interest Accruals

    

    


    
      	
              4.1

            	
              The
      Borrowing will be added interest accruals on a daily basis at the daily
      rate (equaling to annual rate/360) during the Borrowing from the actual
      drawing date. The interest accruals shall be paid every month
      (month/quarter) on
      the 20th day of each
      month (the 20th
      day of each month/the 20th day of the last
      month of each quarter). If the expiry date of interest
      accruals (“Interest
      Expiry Date”) is not a business day of a bank, the interest
      accruals shall be paid on the next business day. Both principals and
      interest accruals thereon shall be paid together when the Borrowing
      becomes due and payable.

            


    

    
      	
              4.2

            	
              The
      Borrowing rate hereunder shall be determined subject to Article 4.2.1
      below:

            


    

    


    
      	
               
      

            	
              4.2.1

            	
              The
      annual rate shall be 5.31% which
      shall be fixed during the Term.

            


    

    
      	
               
      

            	
              4.2.2

            	
              The
      rate hereunder shall be floated / (up/down)
      for / %
      based on applicable basic rate of the People's Bank of China (“PBOC”). The contractual
      rate will be adjusted every term, and it will be adjusted every / (year/half a
      year/quarter/month) for purpose of this Contract. The rate for the initial
      term shall be determined on the effective date of this Contract (“Effective Date”), and it
      shall be determined by Party B based on applicable basic rate of the PBOC
      on the Effective Date and the floating rate as agreed by the parties,
      i.e.,  / %
      for annual rate. The rates for the second term and succeeding terms shall
      be determined on the Corresponding Date (defined below), and they shall be
      determined by Party B based on applicable basic rates of the PBOC on the
      Corresponding Date and the floating rate as agreed by the parties. If
      there is not such a Corresponding Date in the month in which the rate will
      be adjusted, the final date of such month shall
  prevail.

            


    

    


    If the
Borrowing is drawn by installment, it is required to apply the rate to be
determined on the Effective Date or its Corresponding Date, irrespective of
whatever number of installments. And the rate will be adjusted on the
Corresponding Date in the next term.

    


    “Corresponding
Date” shall mean the corresponding date upon expiry of a term from the Effective
Date. For example, if the Effective Date is May 9, and if a term will be a
month, the Corresponding Date of the second term shall be June 9; if a term will
be a quarter, the Corresponding Date of the second term shall be August 9 of
such year; and if a term will be a half year, the Corresponding Date of the
second term shall be November 9 of such year; if a term will be a year, the
Corresponding Date of the second term shall be May 9 of the next year; and so
forth.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                4.2.3

              	
                Other
      methods:_______________________________________________________________________

              
	 	 	 
	 	 	 


      

    

    Party B
shall send a written notice to Party A thirty days after the rate is changed;
however, such changed rate shall be applied, irrespective of service of such
notice.

    
      	
              4.3

            	
              If
      the PBOC adjusts the rate or the rate-related determination measures,
      applicable regulations of the PBOC shall
  prevail.

            


    

    


    
      Article
5    Sources
and Methods of Repayment

    

    


    
      	
              5.1

            	
              Payment
      of the Borrowing and interest accruals thereon by Party A shall be sourced
      including but without limitation:

            


    

    


    
      
        	
                 
      

              	
                5.1.1

              	
                Revenues generated from its
      sales

              


      

    

            

    
      
        	
                 
      

              	
                5.1.2

              	
                Other funds
  sources

              


      

    

           

    
      	
              5.2

            	
              Any
      other contracts to which Party A is a party binding upon repayment sources
      of Party A shall not affect Party A's obligations to make repayment
      hereunder in any way. Meanwhile, Party A shall not reject performing its
      obligations of making repayment by referring to Article 5.1 in any
      way.

            


    

    
      	
              5.3

            	
              Party
      A shall pay interest accruals as scheduled in full pursuant to this
      Contract, as well as repay the Principals subject to Article 5.3.1
      below:

            


    

    
      	
               
      

            	
              5.3.1

            	
              Party
      A shall repay all the Principals in a lump sum on November 20,
      2010;

            


    

    
      	
               
      

            	
              5.3.2

            	
              Party
      A shall repay all the Principals by installment as
  follows:

            


    

    
      	
               
      

            	
              5.3.2.1

            	
              RMB          
      (in words), i.e., RMB               
      (in number), to be repaid on
[●];

            


    

    
      	
               
      

            	
              5.3.2.2

            	
              RMB          
      (in words), i.e., RMB               
      (in number), to be repaid on
[●];

            


    

    
      	
               
      

            	
              5.3.2.3

            	
              RMB          
      (in words), i.e., RMB               
      (in number), to be repaid on
[●];

            


    

    
      	
               
      

            	
              5.3.2.4

            	
              RMB          
      (in words), i.e., RMB               
      (in number), to be repaid on
[●];

            


    

    
      	
               
      

            	
              5.3.2.5

            	
              RMB          
      (in words), i.e., RMB               
      (in number), to be repaid on
[●];

            


    

    (additional
pages for additional installments)

    
      	
              5.4

            	
              Party
      A shall deposit the money in the account opened with Party B enough to
      cover due interest accruals or Principals before the Interest Expiry Date
      or the Principals repayment date as specified in this Contract; meanwhile,
      it shall authorize Party B to take such due interest accruals or
      Principals from such account on the Interest Expiry Date or the Principals
      repayment date.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      Article
6    Guarantee

    

    


    
      	
              6.1

            	
              The
      Borrowing hereunder shall be guaranteed by mortgages.

            


    

    
      	
              6.2

            	
              Party
      A shall be obligated to, in an active manner, assist and procure Party B
      to sign a guarantee contract (2008
      Shishi (Di) Zi No. 0080) for the
      guarantees hereunder with the
guarantor.

            


    

    
      	
              6.3

            	
              If
      the guarantees hereunder meet any change unbeneficial to Party B, and if
      required by Party B, Party A shall provide other guarantees satisfactory
      to Party B at the request of Party
B.

            


    

    


    
      Article
7    Rights
and Obligations of Parties

    

    


    
      	
              7.1

            	
              Party
      A's Rights and Obligations:

            


    

    
      	
               
      

            	
              7.1.1

            	
              Party
      A shall draw and use the Borrowing subject to the term and the Use as set
      forth in this Contract;

            


    

    
      	
               
      

            	
              7.1.2

            	
              If
      Party A advances the repayment, it shall obtain prior consents of Party B;
      in such case, it shall indemnify forecasted revenue losses caused to, and
      other costs of Party B;

            


    

    
      	
               
      

            	
              7.1.3

            	
              Party
      A shall be responsible for the truth, accuracy and completeness of the
      information provided for the loans;

            


    

    
      	
               
      

            	
              7.1.4

            	
              Party
      A shall accept if Party B investigates, has access to, and supervises the
      Use hereunder;

            


    

    
      	
               
      

            	
              7.1.5

            	
              Party
      A shall in an active manner cooperate Party B to investigate, have access
      to, and supervise its production, operation and financial information, and
      shall be obligated to provide Party B with income statements, balance
      sheets and other financial statements in relation to each
      term;

            


    

    
      	
               
      

            	
              7.1.6

            	
              Party
      A shall pay the principals and interest accruals thereon pursuant to this
      Contract;

            


    

    
      	
               
      

            	
              7.1.7

            	
              Party
      A shall bear relevant fees hereunder, including but limited to fees and
      expenses arising out of public notary, verification, appraisals,
      registration, etc.;

            


    

    
      	
               
      

            	
              7.1.8

            	
              Party
      A shall send receipts of collection letters or collection documents within
      three days after Party B sends the same by post or through other
      methods;

            


    

    
      	
               
      

            	
              7.1.9

            	
              If
      Party A conducts contracting and lease, shareholding reforms, joint
      operation, consolidation, merger, joint venture, division, reduction of
      capitals, shareholding change, transfer of material assets, or other acts
      enough to impact Party B's benefits, it shall send a notice to Party B at
      least thirty days in advance for Party B's approval; otherwise, Party A
      shall not conduct any of the above acts before it clears all of its
      obligations;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              7.1.10

            	
              Party
      A shall inform Party B in writing of any change or replacement of its
      residence, mailing address, scope of business or legal representative
      within seven days upon any such
change;

            


    

    
      	
               
      

            	
              7.1.11

            	
              If
      Party A meets any other events, including but not limited to material
      economic disputes, bankruptcy and worse financial conditions, or other
      events endangering its normal business or materially affecting performance
      of its obligations hereunder, it shall promptly inform Party B in writing
      of the same;

            


    

    
      	
               
      

            	
              7.1.12

            	
              If
      Party A meets out-of-business, or if it is dissolved or suspended for
      reorganization, or if its business license is cancelled or withdrawn, it
      shall inform Party B in writing within five days upon occurrence of the
      same, and then procure to promptly pay the Principals and the interests
      accruals thereon.

            


    

    


    
      	
              7.2

            	
              Party
      B's Rights and Obligations:

            


    

    


    
      	
               
      

            	
              7.2.1

            	
              Party
      B shall be entitled to request Party A to provide all information in
      relation to the Borrowing;

            


    

    
      	
               
      

            	
              7.2.2

            	
              Party
      B shall be entitled to take due and payable Principals, interest accruals,
      compound interests, penalties and other fees from Party A's account
      pursuant to this Contract or laws;

            


    

    
      	
               
      

            	
              7.2.3

            	
              If
      Party A avoids the monitoring by Party B, defaults in paying the
      Principals, interest accruals thereon or conducts other material breaches,
      Party B shall be entitled to impose credit sanctions against Party A, to
      report to relevant authorities or entities, and/or to conduct public
      collection through news media;

            


    

    
      	
               
      

            	
              7.2.4

            	
              Party
      B shall provide the Borrowing to Party A as scheduled in full pursuant to
      this Contract, unless otherwise delayed by Party
  A;

            


    

    
      	
               
      

            	
              7.2.5

            	
              Party
      B shall keep confidential the information in relation to obligations,
      finance, production and operation of Party A, unless otherwise agreed or
      provided in this Contract, laws and
regulations.

            


    

    


    
      Article
8    Breaching
Liability

    

    


    
      	
              8.1

            	
              Either
      of the parties shall perform its obligations hereunder after this Contract
      becomes effective. Any party who fails to perform its obligations
      hereunder in part or whole shall bear breaching liabilities pursuant to
      applicable laws.

            


    

    
      	
              8.2

            	
              If
      Party A fails to draw the Borrowing pursuant to Article 3.3 hereof, Party
      B shall be entitled to charge liquidated damages on a daily basis at the
      contract rate.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    
      	
              8.3

            	
              If
      Party B fails to provide the Borrowing pursuant to Article 3.3 hereof, it
      shall pay liquidated damages on a daily basis at the contract
      rate.

            


    

    
      	
              8.4

            	
              If
      Party A repays the Borrowing hereunder in advance without prior written
      consents of Party B, Party B shall be entitled to charge interest accruals
      based on the borrowing term and rate as specified in this
      Contract.

            


    

    
      	
              8.5

            	
              If
      Party A fails to pay the due principals and interest accruals thereon,
      Party B shall be entitled to request it to clear the same within the given
      time limit. In such case, Party A shall authorize Party B to withdraw
      funds under all of its accounts opened with ICBC and all of its branches
      to offset its obligations hereunder. Meanwhile, the outstanding Borrowing
      will be added penalties at the contract rate plus 30% (30-50%),
      and the outstanding interest accruals will be added compound interests at
      the contract rate plus 30%
      (30-50%).

            


    

    


    If the
funds to be drawn are foreign exchanges, it is required to purchase and convert
such foreign exchanges at the exchange rate published by Party B on the date of
such drawing.

    


    
      	
              8.6

            	
              If
      Party A fails to use the Borrowing subject to this Contract, Party B shall
      be entitled to suspend the issuance of Borrowing, to withdraw the
      Borrowing in part or whole or rescind this Contract earlier, to charge
      penalties for the use of Borrowing in violation of this Contract by Party
      A on a daily basis at the contract rate plus 50% (50-100%),
      and to charge compound interests for outstanding interests at the contract
      rate plus 50%
      (50-100%).

            


    

    
      	
              8.7

            	
              Interest
      accruals unpaid by Party A on time during the Term shall be added compound
      interests at the rate as specified in this Contract, and added compound
      interests at the rate as specified in Article 8.5 after the Borrowing is
      not repaid within the given time
limit.

            


    

    
      	
              8.8

            	
              If
      Party A meets any circumstances as set forth in Article 8.5 and 8.6
      concurrently when using the Borrowing, Party B shall not concurrently
      impose those penalties and compound interests as set forth in Article 8.5
      and 8.6, but select the one whichever is
higher.

            


    

    
      	
              8.9

            	
              Party
      A shall make a correction and take remedial measures satisfactory to Party
      B within seven days upon receipt of notice from Party B under any of the
      following circumstances; otherwise, Party B shall be entitled to withdraw
      the part or whole of the Borrowing in advance, and the part which cannot
      be withdrawn will be added liquidated damages at the rate imposed on the
      outstanding Borrowing on a daily
basis.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              8.9.1

            	
              Party
      A provides Party B with false or misunderstanding balance sheets, income
      statements and other financial information in any material
      respect;

            


    

    
      	
            	
              8.9.2

            	
              Party
      A fails to coordinate or rejects the supervision on the Use and its
      production, operation and financial activities by Party
  B;

            


    

    
      	
            	
              8.9.3

            	
              Party
      A transfers or disposes, or threatens to transfer or dispose any of its
      material assets without prior consents of Party
  B;

            


    

    
      	
            	
              8.9.4

            	
              The
      material part or whole of its properties are possessed by other creditors,
      or appointed with trustees, receivers or similar officials, or seized or
      frozen, which may cause material losses to Party
  B;

            


    

    
      	
            	
              8.9.5

            	
              Party
      A, without prior consents of Party B, conducts contracting, lease,
      shareholding reforms, joint operation, consolidation, merger, joint
      venture, division, reduction of capitals, shareholding change, transfer,
      or other acts enough to impact Party B's benefits and
    claims;

            


    

    
      	
            	
              8.9.6

            	
              Party
      A changes or replaces its residence, mailing address, scope of business or
      legal representative, or conducts external material investments that
      materially impact or threaten Party B's
claims;

            


    

    
      	
            	
              8.9.7

            	
              Party
      A is involved in material economic disputes or its financial conditions
      become worse, which materially impacts or threatens Party B's claims; or
      Party A meets any other circumstances that may impact or threaten Party
      B's claims in relation to the Borrowing or cause material losses to Party
      B;

            


    

    
      	
            	
              8.9.8

            	
              Any
      other circumstances that may impact or threaten Party B's claims in
      relation to the Borrowing or cause material losses to Party
    B.

            


    

    


    
      Article
9    Effectiveness,
Modification, Rescinding and Termination

    

    


    
      	
              9.1

            	
              This
      Contract comes into effect after it is signed and sealed by the parties;
      in the event of a guarantee, it shall come into effect after the guarantee
      contract becomes effective. And it shall be terminated up to the date when
      all the Principals, interest accruals, compound interests, penalties,
      liquidated damages and other payable fees are
  paid.

            


    

    
      	
              9.2

            	
              Party
      B shall be entitled to rescind this Contract, and to request Party A to
      pay the principals and interest accruals thereon in advance and indemnify
      losses caused to it under any of the following
    circumstances:

            


    

    
      	
               
      

            	
              9.2.1

            	
              Party
      A meets out-of-business, or it is dissolved or suspended for
      reorganization, or its business license is cancelled or
      withdrawn;

            


    

    
      	
               
      

            	
              9.2.2

            	
              Any
      change of the guarantees hereunder is unbeneficial to Party B's claims,
      and Party A fails to provide other guarantees at the request of Party
      B;

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
    

    
      	
               
      

            	
              9.2.3

            	
              Party
      A fails to repay the Borrowing as scheduled or to conduct the Use as
      specified in this Contract, or to pay the due interest accruals, or it has
      other material breaches.

            


    

    
      	
              9.3

            	
              If
      Party A intends to extend the repayment of the loan, it shall apply to
      Party B and provide a written form specifying that the guarantor is
      willing to continue to secure such loan in writing thirty days prior to
      expiry date of this Contract. Upon the reviewing by, and the consents of
      Party B, an extension agreement may be signed, according to which the
      Borrowing hereunder can be extended. This Contract shall be applied before
      such extension agreement is signed.

            


    

    
      	
              9.4

            	
              Neither
      party shall modify or rescind this Contract earlier at its own discretions
      after this Contract becomes effective, unless otherwise provided in this
      Contract. If it is required to modify or rescind this Contract, Party A
      and Party B shall enter into a written agreement on any such modification
      or rescinding through negotiation. This Contract shall be applied before
      such written agreement is signed.

            


    

    


    
      Article
10    Dispute
Resolutions

    

    


    
      	
              10.1

            	
              Any
      dispute between Party A and Party B arising out of performance of this
      Contract shall be resolved through negotiation by the parties; if not
      reached, any such dispute shall be resolved according to the method as set
      forth in Article 10.1.2
      below:

            


    

    


    
      	
               
      

            	
              10.1.1

            	
              To
      be arbitrated by                                                                          ;

            


    

    
      	
               
      

            	
              10.1.2

            	
              To
      be judged and resolved by the court at the location of Party
      B.

            


    

    


    
      Article
11    Miscellaneous

    

    


    
      	
              11.1

            	
              The
      Borrower shall not use the Borrowing for investments to shares, funds,
      options and other shareholding benefits, or other investments inconsistent
      with this Contract.

            


    

    
      	
              11.2

            	
              If the value of
      collaterals is less than the balance of Borrowing upon re-evaluation on
      such collaterals, the Borrower shall repay such balance of Borrowing in
      advance or add other collaterals, and the Lender shall be entitled to
      dispose such collaterals according to
  law.

            


    

    
      	
              11.3

            	
              Protective terms in
      relation to the reminding of related risks shall be applicable to this
      Contract (please refer to Appendix I for
  details).

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              11.4

            	
              If any accidents are
      caused due to violation of applicable laws, regulations, regulatory
      provisions or industrial standards in relation to food and production
      security and environmental protection by the Borrower, or if any such
      violation materially impacts its obligations under this Contract, it shall
      promptly inform the creditor of the same. In such case, the creditor shall
      be entitled to take one or more of the following remedial measures based
      on the affected credit standing and performance capability of the Borrower
      due to any such violation: to cease the Borrowing that has not been
      issued; to declare the Borrowing to become due earlier; to withdraw the
      whole or part of the issued Borrowing in advance; to rescind this
      Contract; or to take other measures as it thinks
    fit.

            


    

    


    
      Article
12    Supplementary
Provisions

    

            


    
      	
              12.1

            	
              The
      Appendix hereto, being integral to this Contract, shall have the same
      force and effect with the text of this
Contract.

            


    

    
      	
              12.2

            	
              If
      a certain drawing date or repayment date is not a business day of a bank
      during performance of this Contract, it is required to extend to the next
      business day.

            


    

    
      	
              12.3

            	
              This
      Contract is made in three
      counterparts with Party A, Party B and the registrant holding one counterpart
      respectively.

            


    

    


    
      
        
          	
                  Party
      A (common seal): Shishi Feiying Plastic
      Co., Ltd.

                	 
      	
                  Party
      B (common seal): Industrial and
      Commercial Bank of China, (Shishi City Branch)

                
	
                  Legal
      Representative: Wu Licong

                	 
      	
                  Legal
      Representative

                  (or
      Responsible Officer): Zhuang Wencong

                
	
                  (or
      Authorized Agent)

                	 
      	
                  (or
      Authorized Agent)

                
	
                  December
      21, 2009

                	 
      	
                  December
      21, 2009

                


        

      

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Appendix
I:

    


    This
Appendix, supplementary to Article 11 “Miscellaneous” of the Working
Capital Borrowing Contract (2009
(Shishi) Zi No. 0545) dated on December 21, 2009, is specified as
follows:

    


    The
Borrower (or other loanees, the same below) shall disclose to the Lender its
relationships and related transactions with its related parties. The Lender
shall be entitled to take remedial measures as provided in this Contract and
laws provided that the Borrower fails to perform its obligations to disclose the
above information, or the Borrower and/or its related parties meet any of the
following circumstances that may adversely impact its capability to perform its
obligations hereunder.

    


    
      	
              I.

            	
              Financial
      conditions of the Borrower's related parties become
  worse;

            


    

    
      	
              II.

            	
              The
      Borrower or any of its related parties are investigated or imposed with
      punishment by judicial bodies, administrative law enforcement authorities
      and administration departments such as taxation authorities and the
      administration for industry and commerce according to
  law;

            


    

    
      	
              III.

            	
              The
      control or the relationship under control between the Borrower and any of
      its related parties is changed;

            


    

    
      	
              IV.

            	
              Any
      of its related parties is or may be involved in material economic
      disputes, suits and arbitration;

            


    

    
      	
              V.

            	
              Major
      investors and key officers of the Borrower are replaced abnormally, or are
      suspected of violation and crime, and then they are investigated or their
      personal freedom is limited by judicial bodies according to
      law;

            


    

    
      	
              VI.

            	
              Related
      parties of the Borrower meet other circumstances that may adversely impact
      the Borrower.

            


    

    


    In
accordance with the “Accounting Standards for
Enterprises –
Relationship with Related Parties and Disclosure of Related
Transactions”, the “Related Parties” in this Appendix shall
mean:

    


    
      	
               
      

            	
              I.

            	
              Other
      enterprises which are, directly or indirectly, controlled by or control,
      or under the common control with, the
Borrower.

            


    

    
      	
               
      

            	
              II.

            	
              Joint
      venture enterprises of the
Borrower;

            


    

    
      	
               
      

            	
              III.

            	
              Joint
      operating enterprises of the
Borrower;

            


    

    
      	
               
      

            	
              IV.

            	
              Major
      investors and key officers of the Borrower or their close family
      members;

            


    

    
      	
               
      

            	
              V.

            	
              Other
      enterprises that are controlled by major investors and key officers of the
      Borrower or their close family
members.

            


    

    


    Other
terms, when used in this Appendix, shall have the same meanings ascertained in
the “Accounting Standards for
Enterprises –
Relationship with Related Parties and Disclosure of Related
Transactions”.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Party
      A (common seal): Shishi Feiying Plastic
      Co., Ltd.

              	 
      	
                Party
      B (common seal): Industrial and
      Commercial Bank of China, (Shishi City Branch)

              
	
                Legal
      Representative: Wu
      Licong

              	 
      	
                Legal
      Representative

                (or
      Responsible Officer): Zhuang
      Wencong

              
	
                (or
      Authorized Agent)

              	 
      	
                (or
      Authorized Agent)

              
	
                December
      21, 2009

              	 
      	
                December
      21, 2009

              


      

    

    


    Industrial
and Commercial Bank of China, (Shishi City Branch)

    Consistent
with the originals

     

    
      
        
        

      

      
        13