英文版的借款协议

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1、LOAN AGREEMENTBETWEENXI AN ENVIRONMENT ENGINEERING CO., LTDANDINNOMIND GROUP LIMITEDmonth day 2007 CHINA DALIANLoan AgreementThis Loan Agreement (the Agreement“ ” ) is entered into on the【month】 【day】2007 in XiAn, China by the following parties:1. Borrower (“Party A ”): XiAn Environment Engineering

2、Co., Ltd Registered Address:2. Lender (“Party B ”): Innomind Group LimitedRegistered Address:Tel: N/AWhereas:(1) Party A is a wholly-foreign ownedenterprise incorporated and operating withinthe territory of China in accordance with the laws of the People s Republic of Chin (“PRC”); the registration

3、number of its legal and valid business license is Qi Du LiaoDa Zong Zi No. 015863, and the registered address is .;(2) Party B is an enterprise incorporated in accordance with the law of British Virgin Islands, holding 100% of Party As equity interest; the registration number of its legal and valid

4、Business License is 1064500, and the legal registered address is .;(3) Party B agrees to provide loans to Party A within the range of the difference between the registered capital and the total investment of Party A;Therefore , in accordance with the laws and regulations of the PRC, the Parties, aft

5、er friendly consultation, agree as follows:Article 1Type of the LoanParty B agrees to provide mid-term loan to Party B in accordance with the provisionsof the Loan Agreement(hereinafter as“ the Agreement.”)Article 2Usage of the LoanThe loan under this Agreement shall be used for the working capital

6、for the business operation of Party A. Party A shall not change the usage of the loan without the prior written consent of Party B.Article 3The Amount and Term of the Loan3.1 The currency of the loan under this Agreement shall be US Dollar and the amount shall beGLO: amount to be decided since about

7、 to USD3million will be paid out of the total proceeds as expenses of this financing. Financial advisors tocalculate the final number;3.2 The term of the loan under this Agreement shall be five (5) years, from the Disbursement Date to the Maturity Date as specified in Appendix 2 issued by Party A to

8、 Party B;3.3 If Party A considers it necessary to renew the loan, Party A shall submit a Loan Renewal Request to Party B. Upon Party Bs consent, Party A and Party B shall enter into a Loan Renewal Agreement. If Party B disagrees to renew the loan, Party A shall fully repay the loan as provided in th

9、is Agreement.Article 4Interest of the LoanThe loan under this Agreement shall be interest-free.Article 5Advance of the LoanParty A shall deliver a duly signed Loan Drawdown Notice to Party B and request for a one-time loan drawdown. The Loan Drawdown Notice is irrevocable once delivered and it must

10、be issued in the format as set out in Appendix 2.Article 6Repayment of the Loan6.1Party A shall repay the loan in accordance with the way as the following No. ( )item states:(1) a lump-sum repayment on 【 day】【 month】【year】;(2) repayment in installments on the dates and in the amount as provided in A

11、ppendix 1. The maturity date agreed upon in the Agreement shall be the date of the last principal repayment.6.2If Party A requests an early repayment, Party A shall submit a written request toParty B days in advance. Party A can repay the loan early with Party Bswritten consent.6.3If any of the foll

12、owing situations occurs, Party B shall have the right to accelerate the Loan and to recover the disbursed loan in advance, and to cease disbursing the Loan, and to take corresponding measures in accordance with the laws:s supervision on the usage of the Loan, and Party As production, operation and f

13、inancial activities;obligations under this Agreement, including but not limited to, commencement of bankruptcy or liquidation procedures by or against Party A, insolvency, suspension of business of Party A.Article 7Rights and Obligations of Both Parties7.1The rights and obligations of Party A are as

14、 follows: s Articles of Incorporation and has acquired relevant permits and authorization.s investigation and supervision of the usage of the loan under this Agreement.s investigation and supervision of Party As production, operation and financial situation. Party A shall also timely provide Party B

15、 with copies of financial statements, such as balance sheet, income statement and cash flow statement.s normal operation and constitutes a material threat to the repayment under this Agreement, Party A shall timely notify Party B in writing.“ SAFE”and) applying for SAFEs approval of the repayment of

16、 the Loan. Party B shall assist Party A with such matter hereto.7.2The rights and obligations of Party B are as follows:s consent. Party B shall notify Party A after such assignment agreement is entered into and Party A shall be responsible for registering such change in creditor with SAFE .Article

17、8Liability for Breach of AgreementDuring the term of this Agreement, any violation of any provisions herein by either party constitutes breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of this breach.Article 9Effectiveness of the A

18、greementParty A shall be responsible for, and Party B shall assist with, the relevant foreign exchange registration procedures after the Agreement is duly executed by both parties. The Agreement shall come into effect on the date that it is registered with SAFE.Article 10Dispute ResolutionAny disput

19、e arising from or in connection with this Agreement shall be submitted to China International Economic and Trade Arbitration Commission in Beijing for arbitration in Beijing to which the Commission s arbitration rules in effect at the time of applying for arbitration shall be applied. The arbitratio

20、n award shall be final and binding upon both parties.Article 11Miscellaneous11.1Entire Contract: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements between the Parties.11.2Con

21、fidentiality : Neither party hereto shall either before or after the termination of this Agreement disclose to any person not authorized by the other party any confidential information relating to such party or the Company, or to the affairs of such party or the Company which the party disclosing th

22、e same shall have become possessed during the period of this Agreement, and each party shall use its best endeavors to prevent any such disclosure as aforesaid. This provision shall not apply to information required to be provided by law or the regulation of any governmental agency.11.3 Amendment :

23、This agreement shall not be modified or amended in any respect except by a written agreement duly executed by both Parties.11.4Severability: If any of the terms and conditions of this Agreement are held by any court of competent jurisdiction to contravene or to be invalid under the laws of relevant

24、jurisdiction over the subject matter hereof, such contravention or invalidity shall not make the other terms and conditions of this Agreement to be invalid or unenforceable.11.5This originals of the Agreement shall be executed by Chinese and English in quadruplicate and each Party keeps two (2) orig

25、inals. In case of any conflict between the English version and the Chinese version, the Chinese version shall prevail.THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANKIN WITNESS WHEREOF the parties hereto have duly executed and delivered this Agreement as of the day and year first above written

26、.Party A:XiAnEnvironment Engineering Co., Ltd(seal)Legal Representative:(or Authorized Agent)Party B: Innomind Group Limited(seal)by: _(or Authorized Agent)Appendix 1The Installment of Loan Repaymentby Party ANo.Date of RepaymentAmount12345678910Appendix 2 : Loan Drawdown NoticeLoan Drawdown NoticeF

27、rom:Party A To:Party B Dated:Dear SirsXiAn Environment Engineering Co., Ltd. USD Loan Agreement dated (the Loan Agreement)1. We refer to the Loan Agreement. This is a Loan Drawdown Notice. Terms defined in the Loan Agreement shall have the same meaning in this Loan Drawdown Notice.2. We wish to borr

28、ow a Loan on the following terms:Proposed Utilisation Date/Disbursement Date: (or, if that is not a Business Day, thenext Business Day)Maturity Date:Amount:USD3. The proceeds of this Loan should be credited to Account opening bank, account name, account number.4. This Loan Drawdown Notice is irrevocable.Yours faithfullyauthorised signatory forParty A