GUARANTY AGREEMENT
This
Guaranty Agreement (the "Agreement") is entered into as of December
15th,
2006,
between the following two parties:
PARTY
A: JILIN CITY HAITIAN BUSINESS CONSULTING CO., LTD.
LEGAL
ADDRESS: Xx.0-0 Xxxxx-xxxxxxx Xxxxxx, Xxxxxxx Economic Development Zone, Jilin
City, China
PARTY
B: JILIN HAITIAN INDUSTRIAL COMPANY, LTD.
LEGAL
ADDRESS: Xx.0-0 Xxxxx-xxxxxxx Xxxxxx, Xxxxxxx Economic Development Zone, Jilin
City, China
PARTY
C: WANG XITIAN
LEGAL
ADDRESS: Xx.0-0 Xxxxx-xxxxxxx Xxxxxx, Xxxxxxx Economic Development Zone, Jilin
City, China
PARTY
D: JILIN PROVINCE HUIZHENG VENTURE CAPITAL CO.
LEGAL
ADRESS: Xx.0-0 Xxxxx-xxxxxxx Xxxxxx, Xxxxxxx Economic Development Zone, Jilin
City, China
WHEREAS,
Party A
is a wholly foreign owned enterprise registered in The People’s Republic of
China (“PRC”) under the laws of the PRC;
WHEREAS,
Party B
is a domestic company with exclusively domestic capital registered in the PRC
and is engaged in the business of manufacturing chemicals
(“Business”);
WHEREAS,
Party A
has established a business relationship with Party B by entering into an
Exclusive Business Consulting Agreement dated as of the same date hereof
(“Consulting Agreement”), an Operating Agreement dated as of the same date
hereof (the “Operating Agreement”), and a Technology Consulting Services
Agreement dated as of the same date hereof (“Technology Agreement”)
(collectively the foregoing agreements are hereinafter referred to as the
“Affiliation Agreements”);
WHEREAS,
Party B
is an affiliated Chinese entity of Party A;
WHEREAS,
pursuant to the Affiliation Agreements between Party A and Party B, Party B
shall pay Party A certain fees as set forth in the Affiliation Agreements,
and
Party B’s daily operations will have a material effect on its ability to pay the
fees payable to Party A;
WHEREAS,
Party C
presently owns 25.89% of the registered capital of Party B;
WHEREAS,
Party D
presently owns 45.45% of the registered capital of Party B; and
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WHEREAS,
Parties
C and D have agreed to guaranty all of the obligations of Party B to Party
A
under the Affiliation Agreements including Party B’s payment of fees to Party A
in accordance with such agreements.
NOW
THEREFORE,
Party
A, Party B, Party C and Party D through negotiations hereby agree as
follows:
1. Each
of
Party C and Party D hereby, jointly and separately, guaranty to Party A the
full
performance by Party B of each and every obligation of Party B under each
of the
Affiliation Agreements. Furthermore, this guaranty is effective on the date
hereof whether or not Party B is in default under any obligations under any
of
the Affiliation Agreements. Moreover, in the event of a default by Party
A under
any of the Affiliation Agreements, Party A need not secure a judgment or
pursue
legal recourse against party B prior to enforcing this Guaranty against Parties
C and D.
IN
WITNESS THEREOF,
the
parties hereto have caused this Agreement to be duly executed on their behalf
by
a duly authorized representative as of the date first set forth
above.
PARTY
A: JILIN CITY HAITIAN BUSINESS CONSULTING CO., LTD
|
By: /s/
Wang Xxxxxx
|
|||
|
Xxxx
Xitian, Chairman and CEO
|
PARTY
B: JILIN HAITIAN INDUSTRIAL COMPANY, LTD.
|
By: /s/
Wang Xxxxxx
|
|||
|
Xxxx
Xitian, Chairman and CEO
|
PARTY
C:
|
/s/
Wang Xxxxxx
|
|||
|
Xxxx
Xitian
|
PARTY
D: JILIN
PROVINCE HUIZHENG VENTURE CAPITAL CO.
|
By:
/s/ Wang Xxxxxx
|
|||
|
Xxxx
Xitian, Chairman
|
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