陆正明简介.doc

作者简介陆正明教授级高级工程师。男，汉族，出生于1944年1月生，上海人。毕业于中央广播电视大学（自学考试）等，现任上海传动投资咨询有限公司总经理，教授级高工，上海市政府采购专家。所学专业：机械专业、地下结构专业，现从事环境工程专业。上海市建设系统专业技术学科带头人，博士生副导师。完成的设计、研究项目累计123项。在环卫设计科研工作中担负七处生活垃圾综合处理厂的设计项目负责人。80年代初开始，从事环境卫生处置工艺、土建设施、机械设备的设计和研究。有系统坚实的多学科专业基础理论知识，能解决重大、关键的工程实际问题。设计的“熟化垃圾组合筛碎机”（第一发明人）取得国家发明专利权(871011042)，1990年获国家发明三等奖。该设备是筛分和破碎熟化生活垃圾的专用设备，解决了国内外堆肥前、后处理筛分系统中细筛筛网易堵和筛分设备串联布置占地面积大的问题。在担任安亭堆肥厂厂长期间，利用该设备打通了生产工艺线，经多年的可靠运行后推广到桂林、丹阳、贵港等地。研究的“适用于高密度、大面积的灭蝇方法”（第四发明人）获1993年上海市科技进步三等奖、1995年国家发明四等奖；“垃圾卫生填埋场研究”（排名第三）获1997年上海市科技进步二等奖，开发了一套多雨地区、软土地基上垃圾卫生填埋的处置工艺。研究的“上海市老港填埋场垃圾稳定化的工程研究”（排名第三）获2000年上海市科技进步三等奖。2002年完成了大连金州新源垃圾资源处理有限公司前、后处理系统的设计、制作、安装、调试，破袋机获2002年度实用新型专利，实用新型专利号012547719。2003年设计了多节回转筒式堆肥发酵系统(专利申请号:200320122948.1)和 自卸式发酵仓处理系统（专利号ZL 02 2 66818.7）。主要论著有：上海八字桥应急堆场设计小结（华东环卫1988年第2期）、堆肥场垃圾后处理系统的研制（环境卫生工程1993年第3期）、生态平衡和垃圾处置（生态经济与能力开发1995年第2期）、谈谈堆肥厂垃圾处理系统的研制（广西环卫1995年第1-2期）、堆肥后处理系统的研制（95北京城市垃圾处理与资源化国际研讨会论文集）、适合高密度、大面积的灭蝇方法（中国科学技术文库）、赴澳大利亚考察摘记（生态经济与能力开发1995年第4期）、废弃物老港处置场垃圾无害化处理技术达到新水平（上海建设科技1996年第4期）、软土地基上卫生填埋高含水率生活垃圾技术研究（中国-瑞士固体废弃物管理与技术研讨会）、软土地基上卫生填埋场压实作业工艺试验报告（中国-瑞士固体废弃物管理与技术研讨会）。城市生活垃圾卫生填埋场技术与管理手册的第二章-填埋场选址和总体设计、第七章-填埋机械，化学工业出版社出版发行，（京）新登字039号。固体废弃物处理与资源化工程的第二章-固体废物的预处理。（高等教育出版社，2001）自投身本职工作岗位以来，每天工作二班，几乎放弃了一切娱乐活动，以改善和提供人类良好的生存环境为己任，为废弃资源的循环利用和尽可能地将废弃资源造土，应对温室效应造成水位上升的问题。办任何事始终站在党和人民的立场，保持解放军战士坚定正确的政治方向和艰苦朴素的工作作风，从不向坏人坏事妥协。为了维护其发明专利的合法权益，92年在上海高级人民法院打赢了中国发明专利首例侵权案，该案例被编入北大教材；2008年辽宁省高级人民法院为该发明专利所做的工程项目再审裁定，纠正了2006年一、二审以时效为由的错判。在进一步改革开放的新形势下，根据社会主义国家现代化建设的需要，认真向一切内行里手学习，但决不崇洋媚外，充分发挥自身特长，创造性地开展工作，牢记毛主席的教导，用好矛盾论和实践论，牢记邓小平发展是硬道理的教诲，牢记胡锦涛总书记聚精会神搞建设的倡导，为提前实现全面建设的小康社会，开创人类和自然的和谐，开创人类世界的和谐相处，而努力奋斗。按个人事迹由上海电视台科技之窗拍摄的垃圾迷和他的发明，在上海电视台和中央电视台相继播出后，反响强烈。90年该片参加了在捷克进行的国际比赛获得提名奖。该事迹在新民晚报十日谈、解放日报头版、科技报等等新闻媒体以各种形式宣传报道。e-mail:;电话迎批评指正LETTER OF OFFER & INDICATIVE TERM SHEETPrivate and Confidential- Indicative Term Sheet for Project Financing Template 041110 1USD 100,000,000.00 (ONE HUNDRED) MILLION TERM LOAN (“THE FACILITY”)Date: XXXX 2010Borrower: (“The Company”)Guarantor: (Corporate Guarantee and Guarantee of Board of Directors of Company, Namesof the Guarantors to be provided by the Borrower)Facility: USD 100,000,000.00 United States Dollars One Hundred Million Term LoanFacility (“Facility”)Security: The Facility (as defined below) shall be irrevocably and unconditionallyguaranteed by;i) Board of Directorsii) The Majority Shareholder of the Companyiii) Personal Guarantees of the Shareholders of the Company.iv) Fixed and Floating Charge on the Company.v) Any other security that the Lender or its Legal or Financial advisor mayrequire.All guarantors shall remain personally, jointly and severally liable for the Facilityuntil the Facility and all interest payments have been repaid in full.Financier: AMENA Capital Limited, a Company incorporated in Hong Kong with CompanyNumber 1233222 of 1503, 15/F The Suns Group Centre, 200 Gloucester Rd, WanChai, Hong Kong SAR (“The Financier”) will work in collaboration with otherfinancial institutions, banks, private entities and professional consultants toprovide the Facility to the Borrower.Parties: The Financier and the Borrower shall hereinafter be called the Parties (“Parties”)Governance: The Governing Corporate Entity shall be managed by a Board of Directors whichshall comprise of 1 (One) Director appointed by the Financier and 1 (One)Director appointed by the Borrower (“Board of Directors”).Commitment Fee: The Borrower is required to pay a Commitment Fee of USD 5, 000,000.00(United States Dollars Five Million) being in the form of a cash deposit toAMENA Capital Ltd.Fund: The Financier undertakes that upon receiving the Fee, that it will establish aSpecial Purposes Vehicle (SPV) for the purposes of facilitating this transactionand that it will cause an amount of no less than USD100, 000,000.00 UnitedStates Dollars One Hundred Million to be deposited into the SPV Bank Accountheld in Hong Kong & Shanghai Banking Corporation (Hong Kong) Ltd (“Fund”).LETTER OF OFFER & INDICATIVE TERM SHEETPrivate and Confidential- Indicative Term Sheet for Project Financing Template 041110 2The Borrower acknowledges that Financier shall utilize the Fund in furthercapital raising investments and the profits from these investments will be usedto facilitate the funding for the Project.Purpose: (Project to be stipulated) (The usage of the Facility of USD100, 000,000.00United States Dollars One Hundred Million to be fully disclosed and defined inDetail by the Borrowers to the Lenders) (“Project”)Tenure: Up to Sixty (60) months, extendable but subject to review and re-approval.Expiry Date: The Expiry Date shall be 36 months or up to 60 months after the first Drawdown(Expiry Date)Availability Period: Fourty Five (45) banking days after the Commitment Fee is received from theBorrower.Drawdown: USD 100,000,000.00 (United States Dollars One Hundred Million) will beavailable to the Borrower within 45 banking days of receipt of the fee. The firstdrawdown shall be as per the agreed schedule according to the projectsrequirements and the remainder of the Facility will be available as a scheduleddrawdown loan subject to the progression of the Project.Status: The obligations of the Borrower under this Facility will rank at least pari passuwith all present, and senior with all future unsubordinated and secured claimsof the creditors of the Borrower.Project CompletionDate: The Project Completion Date shall be when the supervising architect, projectmanager or surveyor signs off on the certificate of practical completion (“ProjectCompletion Date”)Equity: AMENA Capital Ltd will take an equity stake in the Project of XX% and for thispurpose the Lender shall receive an additional fee calculated as XX% of the netprofit attributable to the Project and for this purpose the “Current cost” of theProject is per the agreed figure as outlined in the Final Agreement between theParties.The net profit shall be calculated as the total of net realizations plus agreedmarket value on any property not sold at Project Completion Date, less a) thecurrent cost and b) the further costs of the Project incurred after the date of theLoan Agreement including interest and fees payable under this agreement orthe final loan agreement (“Net Profit”).Pricing: Interest Rate (4.7%) per annumDefault Interest Rate 2% in addition to the Interest RateLETTER OF OFFER & INDICATIVE TERM SHEETPrivate and Confidential- Indicative Term Sheet for Project Financing Template 041110 3Facility Fee (2.0%) flat on the Facility amount payable at First DrawdownRenewal Fee (1.5%) flat on the Facility on Renewal if anyEarly Redemption Fee (0.5%) flat on the Facility on Early Redemption if any.All Interest and Fees shall be net of all fees and taxes, including but not limitedto Value Added Tax, Withholding Tax and any other taxes, fees or charges thatmay be applicable and incurred.Net BorrowingAmount: The Net Borrowing Amount shall be the aggregate amount drawdown under thefacility net of any capital repayments (“Net Borrowing Amount”)Penalty Fee: In the event that the confirmation of funds available in the SPV for thefacilitation of the Facility to the Borrower is received by the Borrower, and theBorrower does not proceed with the Term Loan there will be a USD5,000,000.00 United States Dollars Five Million Penalty Fee imposed, which shallbe immediately deducted from the Deposit and the balance of the Deposit shallbe returned to the Borrower.Pricing Basis: The Basis for the Interest Rate shall be the Net Borrowing Amount.Principal Repayment: The Borrower will repay the Loan Facility as per the schedule as defined in thefinal budget and cash flow projections (“Debt Repayment Dates”) which shall bedetailed in the final loan agreement and subject to the schedule, the capitalshall be repaid in full with all accrued interest on or before the Expiry Date.The facility will be paid in full, including any unpaid interest, on or before theend of twenty (20) quarters or sixty (60) months unless the Tenure isextended by the Lender in writing.Prepayment: No prepayment prior to eighteen (18) months from Drawdown, otherwiseBorrower will pay the balance of the first eighteen (18) months of Interest.Prepayment shall be permitted on Debt Repayment Dates without anyprepayment penalty on the amount prepaid provided a one (1) month writtennotice is provided to the Financier.If a prepayment is made, the remaining principal repayments will be computedaccordingly and outstanding interest will be adjusted in accordance to theoutstanding principal.Interest Payment: First Interest will be paid annually in arrears with the first interest payment dueon the first calendar annual date following first drawdown at each Debt ServiceDate as per agreed schedule (“Debt Service Date”)LETTER OF OFFER & INDICATIVE TERM SHEETPrivate and Confidential- Indicative Term Sheet for Project Financing Template 041110 4Interest at the Debt Service Date will be computed based on the relevant dailyrate.Principal and InterestPayment Procedures: The Lender will furnish in writing, a statement of the outstanding Principal andInterest due at the end of each of the relevant quarters, five (5) days prior to theDebt Service Date.The Borrower will advise in writing one (1) month prior to the date of itsintention to make the scheduled Principal repayment.The Lender will acknowledge the Borrowers intention and acceptance of thesame in writing.The Lender will furnish to the Borrower a bank account where the Principalpayments are to be made.Late Payment Charge: An additional late payment interest charge of 10% of the interest charge will beadded to the normal interest rate for any late Principal or Interest Payments.The late payment charge will be computed on the basis of (XX days x 10%) / 360days.Conditions Precedent to Closing:i) Customary for facilities of this nature, including but not limited to,credit documentation consistent with the terms herein or otherwisereasonably satisfactory to the Bank/Lender, legal opinions and otherclosing documentation consistent with the terms herein or otherwisereasonably satisfactory to the Bank/Lender.ii) Satisfactory completion of Lenders legal and business due diligenceiii) Execution of Security.iv) The Borrower is to provide a 5 year Profit & Loss, Balance Sheet andCash Flow Projections and Budget of the Business (the “Budget”),indicating the breakdown of revenue, capital expenses (“CAPEX”) andoperational expenses (“OPEX”)v) Borrower to provide an official valuation report on the Company and/orthe Project by an independent appraiser selected by the Lender or atthe Lenders discretion the Lender shall allow the use of existing reportsreaddressed to the Lender.vi) Borrower to provide breakdown of use of funds for the total FacilityAmount confirmed by an independent Quantity Surveyor, acceptable tothe Lender, to include a feasibility study and statement of adequacy ofthe Facility for the completion of the projects.vii) Completion of the Borrowers business, legal and financial due diligencethat is satisfactory to the Lender.viii) No material adverse change in the financial condition, results ofoperations, assets, regulatory status, business or prospects of theCompany.LETTER OF OFFER & INDICATIVE TERM SHEETPrivate and Confidential- Indicative Term Sheet for Project Financing Template 041110 5ix) Approval of the Loan by the Board of Directors of the Lender.x) Other conditions to be advised.Covenants: i) Upon commencement of drawdown the Project must be fully insured tothe satisfaction of the Lender.ii) Any new borrowings or indebtedness by the Company, including itssubsidiaries will need the approval of the Lender.iii) Any intended change of shareholding of the Company will need theapproval of the Lender.iv) Any new contracts or CAPEX or OEPX outside of those provided in theBudget will require the approval of the Lender.v) Quarterly financial and managements reports which highlight anyvariances or problems in the business, including any claims against thebusiness or any violations against any business or governmentregulation shall be provided to the Lender.vi) Other standard lending covenants, details of which will be finalized afterdue diligence and during legal documentation.vi) During the Tenure of the Facility, the Company shall not without priorapproval of the Lender make any payments or profit distributions to anyof its members, which shall be at the absolute discretion of the Lender.Events of Default: If at any time and for any reason, whether within or beyond thecontrol of the Borrower, any of the following events occurs, suchoccurrence shall constitute an Event of Default under thisAgreement:a) if the Borrower shall fail to pay when due sums of moneywhether principal or interest or any other sums payable underthis Agreement to which it is a party on the due date or ondemand (as the case may be);b) if the Borrower shall be in breach of any of its obligations underthis Agreement (other than failure to pay any sum when duepursuant to the Debt Service Dates.c) if any indebtedness (whether to the Lender or not) in respect ofborrowed moneys of the Borrower: (i) is not paid when due; or(ii) becomes due or capable of being rendered due and payablebefore its normal maturity or shall otherwise fail to remain in fullforce and effect;d) if a distress, attachment, execution or other process is levied,sued out against or enforced upon, the whole or any part of theassets of the Borrower;e) if any investigation, legal proceeding, suit or action of any kindwhatsoever (whether criminal or civil) is instituted or threatenedagainst the Borrower;f) if the Borrower: (i) becomes insolvent; (ii) is unable to pay all orany part of its debts as they fall due; (iii) stops, suspends orthreatens to stop or suspend payment of all or any part of itsLETTER OF OFFER & INDICATIVE TERM SHEETPrivate and Confidential- Indicative Term Sheet for Project Financing Template 041110 6debts; (iv) begins negotiations or takes any proceeding or otherstep with a view to readjustment, rescheduling or deferral of allor any part of its debts which it will or might otherwise be unableto pay when due; (v) proposes or makes a general assignment oran arrangement or composition with or for the benefit of itscreditors; (vi) agrees or declares a moratorium in respect of oraffecting all or any part of its debts; (vii) is deemed unable to payits debts or other relevant law; or (viii) admits its inability to payits debts as and when they fall due;g) if any step is taken by any person for the liquidation, dissolutionor winding up of the Borrower or if any step is taken by anyperson to appoint a receiver, trustee, administrator, agent orsimilar officer over any of the assets of the Borrower or anybankruptcy proceeding is taken against the Borrower;h) if (i) any meeting of the Borrower is convened for the purpose ofpassing any resolution to present an application for such anorder or an application is made for an order that the Borrower beplaced under the judicial management of a judicial manager, apetition, application or the like is outstanding for the winding-upof the Borrower, or for the appointment of a receiver, trustee,judicial manager or similar officer of the Borrower, their assets orany of them; or (ii) a receiver or receiver and manager or othersimilar officer is appointed in respect of any of the assets or anypart thereof of the Borrower;i) if this Agreement: (i) ceases for any reason to be the legal andvalid obligations of the Borrower; (ii) is claimed by the Borrowernot to be the legal and valid obligations of that party bindingupon it in accordance with its terms; (iii) becomes unenforceablein accordance with its terms; (iv) for any reason ceases to applyto the obligations and the liabilities secured; or (v) is in jeopardyor, is revoked by the Borrower;j) if there shall occur any event having: (i) a material adversechange in the business, assets, operations, management orfinancial condition of the Borrower or any other conditionswhich, in the opinion of the Lender, may materially and adverselyaffect the ability of the Borrower to perform its obligations underthis Agreement or any other event; or (ii) a material adverseeffect on the performance by the Borrower of any of itsobligations under this Agreement;k) if it is or will become unlawful for the Borrower to perform orcomply with any of its obligations under this Agreement;l) if the Borrower shall fail to pay any sum pursuant to anyjudgment or order of any court or tribunal in any jurisdictionwhen due;m) if the Borrower repudiates this Agreement to which it is a partyor does or causes or permits to be done any act or thingevidencing an intention to repudiate this Agreement;LETTER OF OFFER & INDICATIVE TERM SHEETPrivate and Confidential- Indicative Term Sheet for Project Financing Template 041110 7n) if an event has occurred which constitutes an event of default (bywhatsoever name called) under or in respect of any otheragreement or document to which the Borrower is a party or bywhich the Borrower, may be bound or an event has occurredwhich, with the giving of notice, lapse of time, determination ofmateriality or other condition would be likely to constitute anevent of default under or in respect of any such agreement ordocument and (in each case) the occurrence of such an event,might in the opinion of the Lender, af