SOCIALIST REPUBLIC OF VIETNAM

Independence-Freedom-Happiness
 
MORTGAGE CONTRACT
No.: SVBHO/2010/HDTC-…..

- Pursuant to the Law on Credit Institutions dated December 12th, 1997;

- Pursuant to the new Civil Code passed by the National Assembly on Jun. 14th 2005 and take effect from
Jan. 1st 2006;
- Pursuant to the current legal documents in force;
- Pursuant to the functions, responsibilities of the both parties and to loan documents made by Sam Woon
Ind Co., Ltd.
- Based on the Minutes of Appraising Mortgaged Asset No. SVBHO/2010/CR-……… dated
…………………….. 2010 signed between ShinhanVina Bank and GR VINA TEXTILE CO., LTD.

Today, on the………………………., we include:

PARTY A (MORTGAGOR) GR VINA TEXTILE CO., LTD.

 Address : Road 10, Tan Thuan EPZ, Dist. 7, Hochiminh City.

 Investment license No. : 095/GPDT issued on Jul. 6th 1996 by HEPZA
 Investment Certificate : 412043000219 issued on Jul. 30th 2008 by HEPZA
(amendment) No.
 Account No. : 238-67-088253 (USD) and 238-07-012738(VND) at ShinhanVina Bank
 Representative : Mr. BANG EUI SEOK
 Passport No. : KN0839943 issued date 09/05/2006 - Korea
 Title : Deputy General Director

PARTY B (MORTGAGEE) SHINHANVINA J/V BANK (CVB)

- Address 100 Nguyen Thi Minh Khai St., Ward 6, Dist.3, HCMC.
- Phone No. (84-8) 3.8291581
- Fax (84-8) 3.8211648
- VND Deposit account No. 4536.00.002 at State Bank of Vietnam, HCM Branch.
- Representative Mr. NGUYEN THANH PHU TAN KHOA
- Passport No./ ID No. 321040065 issued on Mar. 27th, 2006 at the Police Bureau of Ben Tre
Province.
- Title Manager of Credit & Investment Department.
(Authorized in the Power of Attorney No. SVBHO/2009/CR-125 signed on
24/03/2009 by Mr. CHOI HEUNG YEON, General Director of ShinhanVina
Bank).

unanimously sign this Mortgage Contract with the following terms and conditions:

ARTICLE 1
SECURED OBLIGATIONS

1. Party A agrees to mortgage the Machinery, equipment, tools to secure for implementing their civil
obligations to Party B
2. The secured obligations are:
a. Loan amount with the maximum value of USD 347,000 granted under concerned credit agreements
and those attached annexes listed below:
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 No. Credit Agreement No. Signing date Amount
1 238-87-0211 26/10/2004 400,000 USD
2 238-82-0147 22/09/2010 100,000 USD

b. The other loans and guarantees (if any) which will be implemented between Party A and Party B
However, the total loans and guarantees of Party A at Party B which have been secured by the
mortgaged assets stated in Article 2 will not exceed the total value of mortgaged assets mentioned in
Article 3 at any time.

ARTICLE 2:
MORTGAGED ASSET

2.1-In order to secure the commitment of loan repayment mentioned in Article 1 (including the principal,
interest, overdue interest and occurred expenses), Party A agrees to mortgage following assets:
 Name of assets: Machinery, equipment and tools detailed as follows:
 Origin : Korea.
 Location : Factory of GR VINA TEXTILE CO., LTD. . located at Road 10, Tan Thuan EPZ,
Dist. 7, Hochiminh City..

Customs Dept Appraisal value

Description Status Quantity Value
Declaration No Ratio (30/07/2010)
Rotary screen prinitng
138/NK/NDT/KC New
machine (Model: DS- 01 35,000 10% 18,500
XTT 100%
100S)

2.2 Documents evidencing the ownership of the mortgaged assets:

No Documents Documents No Date Value Remark

1 Customs Declaration 138/NK/NDT/KCXTT 07/03/2008 35,000 Original
3557/NK/NSXKD/KCXT
2 Customs Declaration 07/03/2008 790 Original
T
3 Sales Contract DS-080229 15/02/2008 35,790 Original
4 Invoice DS-080229 29/02/2008 35,790 Original
5 Packing List DS-080229 29/02/2008 Original
6 Bill of lading CJASGN0803005 03/03/2008 Original

2.3- Party A undertakes:

+ These assets belong to the lawful ownership of Party A;
+ These assets are negotiable, not involved in dispute, mortgage, sale, transfer, barter, offering, with/to
any individual/organization and not used to secure any other civil obligation;

ARTICLE 3:
VALUE OF THE MORTGAGED ASSETS

The total value of the mortgaged assets (as of Sep 21,2010) mentioned at Article 2 are appraised at
USD 18,500 (In words: US Dollars Eighteen thousand five hundred only), subject to the Minutes on
Appraising Mortgaged Asset No. SVBHO/2010/CR-............ dated ..........................signed between
ShinhanVina Bank and GR VINA TEXTILE CO., LTD

ARTICLE 4:
RIGHTS AND OBLIGATION OF PARTY A (MORTGAGOR)

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A) Rights:
1. To continue using and to get benefit on the mortgaged assets.
2. To request Party B to compensate for the loss or damage of the related documents of mortgaged asset
caused by Party B;
3. To request Party B to release and return the related documents of the mortgaged assets upon the
fulfillment of the obligations committed in the credit contract and the mortgage contract.
B) Obligation:
1. To buy insurance policy for the mortgage assets as stipulated by currently applicable laws and
regulations with the First Beneficiary is ShinhanVina Bank; the insurance value shall also belong to the
mortgaged value and will be considered as an integral part of the mortgaged assets and will be also
settled to recover the debts.
2. To maintain the mortgage asset and to hand over the originals of the documents evidencing Party
A’s ownership and other documents concerning the mortgaged assets to Party B for filing. Party A
hereby commits that Party A shall be liable for the lawfulness of the documents thereby.
3. To give favorable conditions to Party B in checking periodically or unexpectedly the status of the
mortgaged assets;
4. Not to sell, transfer, barter, offer, use as a share to any forms of enterprises/companies or to secure for
any other civil obligation by these mortgaged assets during the validity of the mortgaged contract (except
the case these mortgaged asset are used to secure for the other obligation arisen at Party B).
5. To keep and guard the mortgaged asset, take any action necessary, even ceasing the exploitation of the
mortgaged asset if such exploitation might damage or devalue the mortgaged asset (except applying
depreciation of asset in accordance with the stipulation of Ministry of Finance);
6. If the mortgaged asset is stolen or damaged, Party A shall have to repair for recovering its value or
replace by other assets; If Party A fails to do this, Party A shall have to repay the loan before maturity
(including principal, interest, overdue interest and accrued expenses) to Party B;
7. At the maturity of the credit under the related credit contract, if Party A fails to fulfill its repayment
obligation to Party B, Party A shall accept the settlement of the mortgaged assets by Party B in
accordance with the provisions of the Article 5, Part A of this Contract;
8. If the mortgaged assets that have been insured is stolen or damaged, Party A shall have to coordinate
with Party B to carry out the procedures to receive the compensation from the insurance company and
make the repayment to Party B; If the amount compensated to Party B by insurance company is not
enough to pay for the loan (principal, interest, overdue interest and occurred expenses), Party A shall
have to pay for the debt balance or to make the acknowledgment on the debt and at the same time make
the procedures to secure the debt with other assets owned by Party A;
9. If the proceeds for Party B from the disposal of the mortgaged assets is not enough to pay off the debt
(principal, interest, overdue interest and occurred expenses), Party A shall have to pay for the debt
balance or make the acknowledgment on the debt and at the same time make the procedures to secure the
debt by other assets of party A;
10. If Party A carries out the detachment in accordance with the law or under the decision of the State
authorities, Party A shall be responsible for the implementation of the repayment obligation to Party B
before detachment; If it fails to pay, Party A shall have to accept the settlement of the mortgaged asset by
Party B in accordance with the provisions of Article 5, part A of this Contract;
11. If Party A has to merge, restructure or equitize ...its company, the newly reformed company (new
company) shall be responsible for the inheritance of the liabilities of Party A committed in this Contract
and related credit contract; The mortgaged asset under this contract shall be continuously used as security
to other liability inherited by the new company;
12. All expenses for the notarization, inspection, guarding, disposal (appraisal, auction, sale, tax or other
expenses ...) shall be born by Party A;

ARTICLE 5:
RIGHTS AND OBLIGATION OF PARTY B (THE MORTGAGEE)

A) Rights:
1. To keep the originals of the documents related to the mortgaged assets and authorize Party A to use and
exploit mortgaged asset;

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 2. To request Party A to stop using and to supplement or replace with other security if the mortgaged assets
are damaged and lost;
If Party A fails to carry out this request, Party B shall have the right to take any necessary actions in
accordance with the laws to collect the loan before maturity;
3. At the maturity, if Party A fails to repay the loan to party B or if Party A violates the provisions of the
credit contract and/or the mortgage contract, Party B shall have the right to dispose the mortgaged assets
to collect the loan (principal, interest, overdue interest and related expenses) by:
+ Sale of mortgaged assets;
+ Take over mortgaged assets in return for the performance of secured obligation of Party A;
+ Receive funds, assets that a third party must pay or hand over to the Party A;
+ Authorize the third party to dispose the mortgaged assets. In this case, the third party shall have the
same rights as those of Party B to dispose the mortgaged assets and to collect the loan.
If the mortgaged assets could not be disposed because Party A and Party B fail to reach the mutual
agreement on the price, Party B shall take the right to decide the price or get the consultation from the
Appraisal Committee.
4. When disposing security assets, the principals which have not been due will be considered as due
principals and Party B shall have his full right to dispose the security assets to collect the whole
principals and interests.
B) Obligation:
1. To keep the related documents of mortgaged assets, to compensate for the damage or loss (if any);
2. To release the mortgage and return the related documents of the mortgaged assets to Party A upon the
full repayment by Party A for the loan (principal, interest, overdue interest and other accrued interest).
The letter on releasing the mortgaged assets should be sent to the State Notary Office and to the
organizations that are authorized to register the secured transaction in accordance with the laws.
3. To register the secured transactions for the mortgaged assets.

ARTICLE 6
MORTGAGE REGISTRATION AND CHARGE REPAYMENT

1. Registering mortgaged assets at authorized office regularized by the prevailing laws shall be in charged
by Party B__
2. Fees and charges relating to the mortgaged Machinery and Equipment under this agreement shall be in
charged Party A__

ARTICLE 7
DISPOSING THE MORTGAGED ASSETS

1. In case the term for implementing obligations is matured but Party A unsuccessfully or improperly
implements its obligations to Party B, Party B has the right to request for disposing mortgaged assets by
following methods:
- To sell the mortgaged assets.
- To receive the mortgaged assets in term of deducting the loan or substituting Party A’s payment
obligation.
- To receive money or assets from any third Party which is liable to pay or transfer to Party A.
- To transfer and authorize the rights of loan collection to the third Party for disposing mortgaged assets.
In this case, the third Party has the rights entirely similar to Party B in disposing mortgaged assets for
loan collection.
2. The mortgaged assets shall be disposed to fulfill the loan obligations of Party B after deducting all
expenses of reserving, selling assets as well as other expenses relating to the disposal of the mortgaged
assets.

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 ARTICLE 8
RESOLUTION FOR DISAGREEMENT OR DISPUTE

During the validity of this contract, both parties unanimously agree to discuss and resolve the disputes in the
spirit of mutual respect. In case such disputes are unable to resolve, one of two parties has the right to sue the
other to the authorized court in accordance with prevailing laws.

ARTICLE 9
COMMITMENT OF PARTIES

Party A and Party B are legally responsible for the following commitments:
1. Commitments of Party A:
1.1 The information of verification, land area and premises attached to the land in this contract is true;
1.2 The relevant Machinery and Equipment belong to the cases of which Machinery and Equipment are
legally entitled to be mortgaged in accordance with the prevailing laws;
1.3 At the time of signing this contract:
a) The Machinery and Equipment mentioned in this contract as the mortgaged assets belong to the lawful
ownership of Party A;
b) The Machinery and Equipment mentioned in this contract as the mortgaged assets are negotiable,
not involved in dispute, mortgage, sale, transfer, barter, offering, lending to any
individual/organization and not used to secure any other civil obligation;
c) The mortgaged assets are not seized for sentence execution.
1.4 This contract is signed voluntarily, uncheatably, unforceably;
1.5 To implement the terms and conditions of this contract, properly and fully.
2. Commitments of Party B:
2.1 The information of verification in this contract is true;
2.2 To carefully consider the land area and premises attached to the land stated in Article 2 of this contract
and the documents relating to the Land-use right and the ownership of premises attached to land as
well;
2.3 This contract is signed voluntarily, uncheatably, unforceably;
2.4 To implement the terms and conditions of this contract, properly and fully.

ARTICLE 10:
VALIDITY OF THE MORTGAGE CONTRACT

This Contract includes twelve (12) Articles and other related documents which are integral parts of this
Mortgage Contract, takes effect from the date of being notarized by the State Notary until Party A fulfill all its
obligation of repayment to Party B (including principal, interest, overdue interest and other accrued expenses)
and get the letter of releasing mortgaged assets of Party B.

ARTICLE 11:
GENERAL UNDERTAKING

1. In case one mortgaged asset is used to secure for many loans at the Bank, if mortgaged asset must be
disposed to cover one loan, the other loans although are not matured will be also considered mature and
mortgaged asset will be disposed to collect loans;

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 2. Both parties undertake to strictly implement the provisions of the contract; any amendment should be
approved in writing by both parties and certified by the State Notary before being effected.
3. The remaining value of mortgaged asset will be appraised every year based on audited financial report of
the Mortgaged assets;
4. Any disagreement, dispute arising out of this Contract shall be first resolved and discussed in the spirit of
mutual respect and in accordance with the law.
5. If the parties fail to reach a satisfactory agreement, Party B have the right to dispose mortgaged asset as
stipulated in Article 5, and if the proceeds from the disposal of the mortgaged assets are not enough to
cover the debts of Party A, Party B has the right to sue Party A to Economic Court - People’s Court of
HCMC.

ARTICLE 12
THE LAST PROVISION

Both parties thoroughly understand their rights, obligations, legal interests and consequences while
signing this contract. This Contract is made in three (03) copies of the same value. Each party keeps
one (01) equal copy, the State Notary Office keeps one (01).
PARTY A PARTY B
GR VINA TEXTILE CO.,LTD SHINHANVINA BANK

BANG EUI SEOK NGUYEN THANH PHU TAN KHOA

Deputy General Director Manager of Credit & Investment Dept.

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