Contract of Suretyship
EXHIBIT
10.01
NO:
(2007) (BAO) ZI (026)
Contract
of Suretyship
 |
Exhibit
10.1 - 1
Contract
of Suretyship
Creditor:
Yayuncun
Branch Bank, Beijing Rural Commercial Bank (hereinafter
referred to as Party A)
Address:
Xx. X00, Xxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx
Postal
Code: 100012
Person
in
Charge: Cui Jin
Tel:
00000000
Fax:
00000000
Surety:
Beijing
Xelent Tech & Trading Co., Ltd. ((hereinafter
referred to as Party B)
Address:
20G,
Building A, Chengming Xxxxxxxx, 0 Xxxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxx
Postal
Code: 100034
Legal
Representative: Xxxx Xxx
Tel:
00000000
Fax:
00000000
Deposit
Bank: Xxxxx'an Branch, Huaxia Bank
Account:
4031200001804000036428
Loan
Card: 110100000440303101
For
the
purpose of assuring the implementation of Loan
Contract
(hereinafter referred to as principal contract,) No. (026) (Jie)
zi
(2007) signed by the debtor of the principal contract CECT-CHINACOMM
COMMUNICATIONS Co.,Ltd.
and
Party A on June 20th,
2007,
Party B hereby desires to provide suretyship for the debtor of principal
contract.
Party
A
hereby agrees to accept the suretyship provided by Party B after review.
This
contract is hereby made through mutual negotiations of both parties in
accordance with the
Guaranty Law of the People's Republic of China
and
other relevant laws and regulations for the purpose of defining the rights
and
obligations of both parties.
Exhibit
10.1 - 2
Chapter
I Nature and Amount of Principal Claim
Article
11 The nature and amount of principle claim guaranteed by Party B are the
nature
amount of principal claim of principal contract. Type: payment term, The
amount
of principal claim shall be set in the amount of RMB 120, 000,000 (one hundred
and twenty million).
Chapter
II
Term of Implementation of Principal Contract
The
term
of implementation of principal contract shall be set in the period form
June
20th,
2007
to
June
16th,
2010.
Chapter
III Modes of Suretyship
Article
3
The modes of suretyship hereof shall be suretyship of joint and several
liability.
Chapter
IV Scope of Suretyship
Article
4
The suretyship hereof shall guarantee the principal and interests of the
principal contract, penalty, compound, default fine, compensation, expense
to
satisfy creditor’s rights including but not limited to litigation expense,
attorney expense, travel expense etc. and all other payable
expenses.
Chapter
V Term of Suretyship
Article
5
The term of suretyship hereof shall be two (2) years from
the
date of maturity of principal debt; the term of suretyship of bank acceptance
shall be two (2) years from the date of payment on account made by Party
A.
Where
the
loans of principal contract become matured by batches, the term of suretyship
of
each loan shall be two (2) years from the date of maturity of the
loan.
Where
Party A collect loans in advance upon the terms and conditions of principal
contract, the term of suretyship shall be two (2) years from the date of
repayment notice made by Party A to the borrower.
Chapter
VI Rights and Obligations of Both Parties
Article
6
Rights and Obligations of Party B:
6.1
Party
B makes such guarantee that it is capable of providing suretyship as a surety
in
accordance with the laws of People’s Republic of China;
6.2
Party
B makes such guarantee that it has been aware of and agreed with all terms
and
conditions of principal contract and desires to provide suretyship for the
debtor of principal contract and all its expressions of intent hereof are
authentic;
6.3
Party
B shall be liable for suretyship independently. Where a third party provides
suretyship for the debtor of principal contract, Party B shall continue to
be
liable for suretyship.
Exhibit
10.1 - 3
6.4
Party
B makes such guarantee that all introductions related to its credibility,
financial reports or other materials provided to Party A are authentic and
valid;
6.5
Where
the debtor of principal contract repays all debts of principal contract on
time,
Party B shall not be held liable for the suretyship hereof;
6.6
Party
A and the debtor of principal contract may have right to modify the principal
contract without Party B’s consent except the terms of extension and amount of
loan. Party B shall continue to be held liable within the scope of suretyship
hereof whereby and shall not escape from joint and several liability due
to such
modification.
6.7
During the period of validity hereof, where Party A transfer its principal
claim
to a third party, a consent shall not need to be obtained from the surety;
Party
B shall continue to be held liable within the scope of suretyship
hereof.
6.8Party
B shall perform all obligations of principal contract instead where the debtor
of principal contract fails to perform its obligations according to agreements
(including advance maturity agreed in principal contract);
6.9
During
the period of validity hereof, in case any following situations are aroused,
Party A shall be informed in writing thirty (30) days in advance and the
liabilities of suretyship hereunder shall be fulfilled:
a)
Party
B’s conducts including alteration in shares and registered capital,
contract-making, rent, reform in stock, pool, merger, acquisition, joint
venture
or separation;
b)
Party
B is bankrupt;
c)
Party
B goes out of business;
d)
Party
B is dissolved;
e)
Party
B’s business license is withdrawn;
f)
Party
B is withdrawn;
g)
Party
B stops production;
h)
Party
B’s financial status is deteriorated facing serious difficulties;
Exhibit
10.1 - 4
i)
Party
B is involved in significant lawsuits;
In
case
of modification of address, name, scope of business and legal representative
of
Party B, Party A shall be informed in writing within five (5) days upon
modification;
6.10
During term of suretyship, Party B shall not provide suretyship to a third
party
beyond its capacities;
6.11Party
B shall be responsible for supervision on the use of loan of the debtor of
principal contract.
Article
7 Rights and Obligations of Party A
7.1
Party
A may have right to demand Party B to provide relevant documents that can
prove
its legal identity;
7.2
Party
A may have right to demand Party B to provide financial reports and other
materials that can reflect its credibility;
7.3
Where
Party A’s creditor’s rights fail to be satisfied partly or fully upon maturity
of principal debt, Party A may have right to demand Party B to fulfill its
liabilities of suretyship in accordance with the terms and conditions
herein.
7.4
Where
Party B fail to fulfill its liabilities of suretyship, Party A may have right
to
adopt following measures to repay the principal debt:
a)
To
deduct from any
accounts opened by Party B in all Party A’s business organizations
directly;
b) To
deal
with the assets or property rights of Party B legally possessed and operated
by
Party A.
7.5 During
the period of validity of principal contract, where Party A transfer its
principal claim to a third party, Party B shall be informed in
time.
Chapter
VII Breach
Article
8
Both parties shall perform the obligations hereunder fully after this contract
comes into force. Should either party fail to perform the obligations hereunder
or perform the obligations hereunder inappropriate, it shall be deemed as
breach
hereof and shall be held liable for the loss of the other party arising
therefrom.
Exhibit
10.1 - 5
Article
9
In case of invalidity hereof due to Party B’s fault, Party B shall be held
liable for all losses of Party A arising therefrom within the scope of
suretyship herein.
Chapter
VIII Validity, Modification, Rescindment and Termination
Article
10 This contract shall become valid in the event that it is signed and attached
official seal by the legal representatives (main principal) of both parties
or
the agents (the authorization paper shall be attached as an annex
hereof).
Article
11 This contract shall continue to be valid in case of invalidity of principal
contract. Party A shall continue to be held liable for the suretyship hereunder
in case of invalidity of principal contract.
Article
12
12.1
Either party shall not modify in its own will or rescind in advance this
contract after this contract comes into force. In the event that this contract
needs to be modified or rescinded, it shall be made through mutual agreement
in
writing;
12.2
This
contract shall be automatically terminated in the event that the debtor of
principal contract has fulfilled all principal debts.
Chapter
IX Solution of Disputes
Article
13 Any disputes arising herefrom between Party A and Party B shall be settled
through friendly negotiations; In case no settlements can be reached, the
disputes shall be submitted to the people’s court of the place of Party
A.
Chapter
X Miscellaneous
Article
14 Where the notice agreed herein is sent through telegram or fax, sending
shall
be deemed to have been served; where the notice is sent through mail, it
shall
be deemed to have been served three days after sending mail.
Article
15 Other matters agreed by both parties:
Article
16 This contract shall be made in triplicate and both parties and borrower
hold one
copy that is equally authentic.
Article
17 This contract is made in Asian
Olympic Park Branch Bank, Beijing Rural Commercial Bank
on
June
20th, 2007.
Party A
has explained all terms of notices.
Party
A
(official seal):
Exhibit
10.1 - 6
Main
Principal (signature): Cui Jin
(or
Agent)
Date:
June 20th, 2007
Yayuncun
Branch Bank, Beijing Rural Commercial Bank
Party
A
(official seal):
Main
Principal (signature): Xxxx Xxx
(or
Agent)
Date:
June 20th, 2007
Beijing
Xelent Tech & Trading Co., Ltd.
Exhibit
10.1 - 7
