Guaranty Agreement
Trustee
of the Entrusted Loan（Party A）: Shenzhen Branch
of Industrial Bank Co., Ltd.
Address:
Guarantor
(Party B):
Party B1:
Wu Zuxi (ID
No.:)
Party B2:
Xxxx Xxxxxxxxx (ID
No.:)
Party B3:
Bu Xxxxx (ID
No.:)
Party B4:
Xxxxx Xxxxxxx (ID
No.:)
Party B5:
Jiangxi Yongsheng
Electronic Co., Ltd.
Borrower
(Party C): Feigeda
Electronic (SZ) Co., Ltd.
Address:
Xxxxx 0, Xxxxxxxx X0,
Xxxxxx Xxxxxxxxxx Xxxx, No.111 Zhoushi Road, Xixiang Subdistrict, Bao'an
District, Shenzhen
Trustor
of the Entrusted Loan (Party D): Shenzhen Small & Medium
Enterprises Credit Guarantee Centre Co., Ltd.
Address:
Floor 16, Ping’an Bank
Building, No. 1099 Xxxxxxx Xxxxx Road, Futian District,
Shenzhen
Party D
entrusted Party A to release the RMB loan to Party C pursuant to the Entrusted
Loan Agreement (“Entrusted Loan Agreement”) entered into by Party A, Party C and
Party D thereof No. Xxxx Xxx (2009) Nian Xxx Xxx Zi (265).
Each
Guarantor guarantees to Party A and Party D the due and punctual payment and
performance in full of all obligations and liabilities of Party C under the
Entrusted Loan Agreement. Party D acknowledges hereby that this
Guaranty Agreement is entered into by and among Party A, Party B, Party C and
Party D in connection with the guaranty through consultation as
follows:
Article
1 Scope Covered by the Guaranty
1.
The total guaranty amount is the principal of the loan under the Entrusted Loan
Agreement and its interest, delayed repayment interest, any liquidated damages
and compensation; costs for realization of the creditor’s right (including but
not limited to attorney fees, litigation fees, preservation fees, auction fees,
insurance, audit fees, assessment fees, etc.).
2. Party
B hereby agrees that the commencement date and the ending date of the Loan
Agreement are subject to the dates stipulated in borrowing voucher co-executed
by Party A to Party C.
Article
2 Mode of Guaranty
1.
The guaranty mode hereof shall be a joint and several guarantee: Party B and
Party C shall take the joint and several liabilities to pay the debts to the
extent of the range of guaranty stipulated in Paragraph 1, Article
1.
2.
The guaranty hereof shall be independent without any affection
from other security. Each Guarantor shall pay the debts to the extent
of the range of guaranty stipulated in Paragraph 1, Article 1, notwithstanding
there exist other guarantors.
3.
Where Party B consist of more than one guarantor, each
Guarantor thereof shall take a joint and several liability towards Party A or
Party D, and Party A or Party B may demand one or several Guarantors to assume
the whole guaranty liability. This Agreement shall be binding upon
all Guarantors immediately upon its execution, notwithstanding not all the
Guarantors have executed this Agreement.
4.
The guaranty hereof is independent from other security agreements and the
articles hereof are integrated as a whole.
Article
3 Guaranty Period
The
guaranty period hereof shall be commencing from the effective date of this
Agreement and last till the maturity date of the all the debts under the
Entrusted Loan Agreement (the “repayment period”) and survive another two years
since the expiry of the repayment period.
Article
4 Validity of the Guaranty
1.
The Agreement shall not be affected by the principal agreement
and remain in force under the circumstances including but not limited to where
the principal agreement is nullified or rescinded.
2.
The guaranty liability hereof has consistency as follows: where Party B is
a legal person or other organization, the Agreement shall not be affected by
Party B's merger, split, reconstruction, transformation with the stock system,
change of the affiliation relationship and suffering from natural disasters;
where Party B is a natural person, the Agreement shall not be affected by Party
B's material body or property accidents (such as death, being declared as
missing, loss of capacity for civil acts and suffering from natural
disasters).
3.
The continuity hereof shall not be affected by Party C's merger, split,
reconstruction, transformation with the stock system, change of the affiliation
relationship and suffering from natural disasters and so on.
Article
5 Representations and Warranties of Party B
1.
Party B understands and acknowledges that the loan under the principal agreement
is released by Party A who is entrusted by Party D; as the entrustor under the
Entrusted Loan Agreement, Party D is entitled to directly and independently
exercise all Party A's rights under the principal agreement and this Agreement
in the name of its own, namely, Party D is completely entitled to all Party A's
rights under the principal agreement and this Agreement. Party D is
entitled to inistute a legal action, arbitration or other legal
proceedings;
2.
Party B is aware of Party C's business scope, credits, properties and financial
position, and the actual purpose under the loan of the Entrusted Loan
Agreement;
3.
Party B is fully aware of and understands that all the
articles of the Agreement and the principal agreement guarantied
hereby;
4.
As a legal person, Party B is duly incorporated and registered with competent
authority and will be in a good standing during the period of the guaranty; or
as a natural person, Party B has full capacity to execute the Agreement and
perform the obligations hereunder;
5.
The guaranty provided by Party B hereunder has been authorized by its board of
directors or the according highest organ of power and is in compliance with the
laws, regulations, policies and the articles of association as applicable to
Party B. In the event of Party's execution hereof in violation of its
articles of association and other internal regulations, Party B shall bear the
liabilities therefrom and shall not refuse to perform its guaranty obligation
hereunder.
Article
6 Rights and Obligations of Party B, Party B's Authoritarian to Party
A
1.
Party B hereby warrants that all evidencing materials provided by Party B to
Party A and Party D are true, complete, legal and valid; Party B's properties
and profits are free and clear of any mortgage, pledge, lien, equity of a third
party and debt liability, or Party B is involved in any legal, arbitration and
bankruptcy proceedings against it.
2.
Party B shall subject itself to Party A and Party D's supervision and
examination of its business operation and financial conditions and provide Party
A and Party D with necessary cooperation and assistance.
3.
During the guaranty period, Party B shall notify Party A and Party D in writing
promptly under any of the following circumstances:
(a) Party
B is in breach of any loan agreement, credit-awarding agreement and relevant
credit-awarding contract, and security contract entered into by and between
bank, non-bank institutions and any other creditors;
(b) Party
B has undergone a change of the affiliation relationship and main business
scope, significant change of director or senior management personnel, the
modification of joint venture contract or articles of association and
significant change of internal organization structure;
(c) Party
B or key officers of Party B are involved in a claim or a significant violation
of laws and regulations ;
(d) Party
B has encountered severe difficulty in its operation and suffers from
deteriorating business;
(e) Party
B provides a third party with mortgage or pledge before Party B fulfills the
guaranty obligation hereof fully and completely;
(f) Party
B is or will highly likely be involved with dissolve, significant litigation or
arbitration, application for bankruptcy against Party B and other legal
disputes;
(g) Party
B is under any other circumstance which will or may affect its financial
conditions and ability to pay debts.
4.
Prior to taking the following measures, Party B shall notify Party A
and Party D in writing and truthfully submit relevant materials for Party A and
Party D’s examination, and Party B may thereafter carry out the following
measures after obtaining written approval granted by Party A and Party
D:
(a) Party
B conducts operation by contract, letting, joint operation,
trusteeship;
(b) Party
B undergoes transformation with the stock system, merger, acquisition, division,
or sets up a subsidiary;
(c) Party
B reduces its registered capital in any form, undergoes reorganization,
reconstruction or transformation, significant change or transfer of its property
or equity, etc.;
(d) Party
B undertakes any winding up or liquidation proceedings, switch to another
industry, or cease its operation;
(e) Party
B engages in significant investment activity or
its asset
transfer.
(f) Party
B assigns the rights or obligations hereof to others;
(g) Other
measures taken by Party B that should be approved by Party A and Party D in
writing.
5. During
the period of the guaranty hereof, Party B shall not provide guaranty to any
third party with the amount which exceeds its guaranty ability, or dispose its
property in any form that is likely to affect its guaranty ability.
6. Party
B hereby authorizes Party A and Party D full rights to recover the due debts
from Party B’s debtors, and has the priority to be paid off from such
settlements.
Article
7 Breach of Agreement
1.
Under any of the following circumstance, Party B is deemed to commit a
breach of its obligations under this Agreement:
a)
Party B fails to perform the guaranty obligations as agreed herein;
b)
Party B is declared bankrupt or
dissolved;
c)
Party B is in breach of Article 5
or/and Article 6 hereof;
d)
Party B is in breach of any provisions hereof.
2.
In case Party B commits a breach, Party A and Party D are entitled to take
one or several of the following measures:
a)
Require Party B to rectify the default within a specific time
limit;
b)
Deduct the amount that equals to the debt guarantied hereby from any
account of Party B; where the currency of the said account is different from the
currency of the debt guarantied hereby, Party A and Party D are entitled to be
paid off through converting the currency of the said account into the latter
with exchange price quotation on the settlement date;
c)
Any other measure that Party A and Party D are entitled to
take.
Article
8 Reservation of Rights
During
the performance period hereof, in the event Party B delays its performance, any
tolerance of Party B’s delay performance , or any grace period granted by Party
A or Party D on Party B's any default or delayed performance during the
performance hereof shall not impair, affect or restrict any and all the rights
entitled to Party A or Party D under the Agreement and relevant laws, or be
deemed as Party A or Party D's permission or implied acceptance to any default,
or be deemed as a waiver of the rights of Party A or Party D to take actions
against the current or future breach of Party B.
Article
9 Notification
1.
Party B shall notify Party A and Party D in writing prior to
its change of its address, phone number and facsimile number, otherwise, when
Party A and Party D give notice to Party B’s addresses originally specified in
the Agreement, it shall be deemed that Party A and Party D have fulfilled of
their obligations regarding notification.
2.
Any notice under this Agreement shall be made in Chinese.
Article
10 Supplement, Modification and Interpretation of the
Agreement
1. Any
modifications or supplements to this Agreement shall be made in writing and
shall constitute a part of this Agreement.
2.
The Agreement shall be interpreted in light of the purpose of the
Agreement, the words and sentences used herein, the relevant
provisions herein, the relevant usage and the principle of good faith to
determine the true meaning thereof .
Article
11 Governing Laws and Dispute Settlement
1.
This Agreement is governed by the Laws of People's Republic of
China.
2.
The Parties hereto may negotiate to resolve the disputes arising out of
the performance hereof; provided negotiation fails to resolve the dispute, it
may be resolved by a) means of
followings:
a)
Litigation: institute a legal action with the People's Court of Shenzhen with
jurisdiction;
b)
Arbitration: institute an arbitration proceeding with the arbitration
organization of the followings and the effective arbitration rule of the
arbitration organization when the application is filed is
applicable:
i. South China Sub-commission of
China International Economic and Trade Arbitration Commission;
ii. Shenzhen
Arbitration Commission.
Article
12 Effectiveness
This
Agreement shall come into force upon duly execution and stamping of the
signatories of the parties hereto.
Article
13 Originals
This
Agreement has five originals and each of parties hereto holds one. Each original
is of the same effect and force.
Article
14 Schedule of Properties
The whole
properties in the joint possession or separate possession owned by parties
hereto are including but not limited to:
________________________________________________________________________________
________________________________________________________________________________________________________________________________________________________________________________
________________________________________________________________________________________________________________________________________________________________________________
________________________________________________________________________
Party A:
Shenzhen Branch of
Industrial Bank Co., Ltd. （Seal）
Principal
or Authorized Agent:
/s/ [illegible
signature] (Signature)
Signature
Date:
Year
Month
Day
Party B1:
Wu Zuxi (Signature or
Seal)
Legal
Representative or Authorized Agent: /s/ Wu
Zuxi (Signature)
Signature
Date:
Year
Month
Day
Party B2:
Xxxx Xxxxxxxxx
(Signature or Seal)
Legal
Representative or Authorized Agent: /s/ Xxxx
Xxxxxxxxx (Signature)
Signature
Date:
Year
Month
Day
Party B3:
Bu Xxxxx (Signature or
Seal)
Legal
Representative or Authorized Agent: /s/ Bu
Xxxxx (Signature)
Signature
Date:
Year
Month
Day
Party B4:
Xxxxx Xxxxxxx
(Signature or Seal)
Legal
Representative or Authorized Agent: /s/ Xxxxx
Xxxxxxx (Signature)
Signature
Date:
Year
Month
Day
Party B5:
Jiangxi Yongsheng
Electronic Co., Ltd.(Seal)
Legal
Representative or Authorized Agent: /s/ [illegible
signature] (Signature)
Signature
Date:
Year
Month
Day
Party
C: Feigeda Electronic
(SZ) Co., Ltd. （Seal）
Legal
Representative or Authorized Agent: /s/ [illegible
signature] (Signature)
Signature
Date:
Year
Month
Day
Party D:
Shenzhen Small &
Medium Enterprises Credit Guarantee Centre Co., Ltd. （Seal）
Legal Representative or
Authorized Agent: /s/ [illegible
signature] (Signature)
Signature
Date:
Year
Month
Day
