Exhibit 4.54
THIS LOAN AGREEMENT made this8th April, Two Thousand and Fourteen.
BETWEEN :
(I) | CHINA METRO-RURAL HOLDINGS LIMITED (![]() |
(II) | [Not disclosed in this translation] (“the Lender”) |
WHEREAS :-
The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan ofForty-five Million Hong Kong Dollars only (“the Loan”) to the Borrower effective fromApril 8, 2014 (“the Date of the Advance”) upon the Borrower entering into the covenants and obligations hereinafter contained.
NOW IT IS HEREBY AGREEDby the parties hereto as follows :-
1. | REPAYMENT |
1.1 | Subject to and without prejudice to other provisions, terms or conditions herein contained the BORROWER hereby COVENANTS with the Lender that the Borrower shall repay the Lender in full the Loan withinONEcalendar year from the Date of Advance (“Maturity Date”) with interest at17% per annum, with effect from the Date of the Advance until payment. |
1.2 | Interest of the Loan is to be compounded on an annual basis, payable semi-annually on theJuly 8, October 8, January 8 and April 8of each calendar year with the first such compounding to be paid onJuly 8, 2014. |
1.3 | Early repayment can be made after the six months from the Date of the Advance with no additional interest and penalty. |
1.4 | If late or default in payment of loan or interest, 2% penalty calculated on monthly basis will be applied to the loan and overdue interest until payment. |
2. | TRANSFER |
This Agreement may be assigned or transferred in whole only by the Lender and the Borrower shall upon receipt of the notice of such assignment or transfer facilitate any such assignment or transfer of the Agreement.
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3. | GOVERNING LAW AND JURISDICTION |
3.1 | This Agreement shall be governed by and construed in accordance with the laws of Hong Kong S.A.R. |
3.2 | The Borrower agrees that any legal action or proceeding arising out of or relating to this Agreement may be brought in the courts of Hong Kong S.A.R. and irrevocably submits to the non-exclusive jurisdiction of such courts. |
4. | DECLARATION |
The Lender hereby DECLARE that the Lender had sought independent legal advice in respect of this transaction and the contents of this Agreement.
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IN WITNESSwhereof the parties hereto have duly executed this Agreement the day and year first above written.
SIGNED by Sio Kam Seng | ) | |
For and on behalf of | ) | |
CHINA METRO-RURAL HOLDINGS LIMITED | ) | |
(![]() | ||
theBorrower in the presence of :- | ||
SIGNED by | ) | |
[Not disclosed], | ) | |
theLender in the presence of :- | ) |
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Dated: 8th April 2014
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CHINA METRO-RURAL HOLDINGS LIMITED
( )
and
[Not disclosed]
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LOAN AGREEMENT
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