Maximum Volume Guarantee Agreement (TRANSLATION)
Maximum
Volume Guarantee Agreement
(TRANSLATION)
Important
Notice
Guarantor
shall carefully read content of this guarantee agreement, especially the
content
marked ▲▲.
Please
contact loaner for explanation if you have any question.
Guarantor: NIVS
(Huizhou) Audio & Video Tech Co., Ltd
Legal
representative: Xx
Xxxxxx
Type
of
certificate:
Card
no.:
Location
of residence: Xx.00-00,Xxxxxxx
Xxxx,Xxxxxxx Xxxx,Xxxxxxxxx Xxxxxxxx,Xxxxx
Post
address:
Postal
Code:
Telephone: &
#160;
Loaner:
Bank of Communications Co., Ltd Huafu
Branch
Representative:
Xx
Xxxxx
Postal
address: 1st
Floor
West, Zhonghang Building, Futian District, Shenzhen
Whereas,
Long-e
Technology (Shenzhen) Co., Ltd (hereunder
refers to “debtor”) dually signed the main contract (Contract no.):
BCMS4433102008L100000000 ,
Name:
Maximum
Volume Guarantee Agreement .
In
order to realize the loan shall be continuously realized, guarantor agrees
to
offer the guarantee for maximum volume.
Both
guarantor and Loaner come into an agreement to identify obligations and duties
of both parties.
Ⅰ.
Main
Credit Claims
1.1
Guarantor offered guarantee services for total main loan which are main loan
claims under main agreement, including all types of loan, import trade, import
financing collecting, financing for import, export trade, collection for export
financing, financing for export invoices, packing credit and other financing
offered by loaner, or, bank acceptance bill, letter of credit or back letter(
including standby letter of credit) made by loaner to have right on loan
(including or having).
When
main
loan happened under main contract, loaner and debtor shall dually agreed on
currency, amount, interest rate and time limit of debt performance for relevant
loan principal in record of “Application for Credit Volume”.
1.2
Scope
of guarantee shall include principal, interest, compound interest, penalty
interest, liquidated damages, damage compensation, and expenses for loan
realization under main contract. Expenses used for loan realization shall
include and not limited to overdue fee, litigation fee (or arbitration fee),
protection fee, notice fee, performance fee, legal fee, traveling fee or other
expenses.
Maximum
volume under guarantee by guarantor shall be (currency in capital): said
RMB
twenty millions only.
Interest, expenses (if have) in scope of guarantee shall depend on
reality.
1.3
Main
credit relationship being guaranteed under agreement herein shall be identified
on occurrence date of latest main credit relationship (refers to “identification
date of main credit relationship”). Otherwise, the date of credit cancellation
shall be the identification date of main credit relationship, if creditor
cancelled credit volume depend on main contract.
Main
credit relationship or interest (including compound interest and overdue or
misappropriate penalty interest) which continuously maintained until the time
that guarantors undertake the obligations before identification date of main
credit relationship (including that very day), fees used to realize credit
relationship of loaner ( by provision 1.2 of agreement herein) or other relevant
expenses totally included in the scope of guarantee contract
herein.
Occurrence
of main credit relationship means actions that loaner offer loan, financing
or
make bank acceptance bill, letter of credit or back letter.
Ⅱ.
Obligations and duties of guarantee
2.1
Guarantee under this agreement refers to guarantee with joint
liability.
2.2
Guarantee period shall be calculated accordance to debt performance date
recorded in “Application for Credit Volume” under main contract, if there are
bank acceptance bill, letter of credit or back letter made, the date shall
depend on advance date, same as follow). Guarantee period in each “Application
for Credit Volume” shall start from expired date of debt performance date (or
advance date) agreed in each Application for Credit Volume, until two years
after the expired date of debt performance date (or advance date) agreed in
each
“Application for Credit Volume”.
“Application
for Credit Volume” under main contract agreed that debtor may repay loan by
installment. Guarantee period shall be calculated respectively, period shall
start from expired date of debt performance date (or advance date) until two
years after the expired date of debt performance date (or advance
date).
If
loaner
announces the loan under main contract shall be expired in advance, the expired
debt performance date shall be the announced expired date instead.
▲▲2.3
Pursuant to provision 5 in “Guarantee Law of People’s Republic of China”, both
parties under this agreement have entered into agreement especially
hereunder:
guarantee contract herein has separate effect out of main contract. Relevant
provision in main contract cease in effect will not have influence on guarantee
contract hereto. Guarantor shall undertake joint liability for compensation
obligations if the main contract ceased in effect.
▲▲2.4
Guarantor shall not make consent on amendment of content in main contract or
“Application for Credit Volume”, otherwise, guarantee shall make consent on
amendment on credit volume, credit period or expired date of main
contract.
▲▲Ⅲ.
Guarantor’s statement and guarantee
3.1
Guarantor shall have civil capacity and full capacity for civil conduct (ensured
to be natural person). Non-natural guarantor shall ensure to be exist and
continue legally, having necessary capacity for right, and could undertake
civil
obligations and perform agreement herein in the name of itself.
3.2
To
sign and perform agreement herein is the real meaning of expression of guarantor
and have permitted by any necessary consent, approval and authorization without
any legal flaws.
3.3
Guarantor shall ensure all documents, information or data provided to loaner
to
be true, accurate, complete and effective.
3.4
Debtor shall not the shareholder of guarantor or “actual holding person” which
is defined in Corporation Law in the process of signing agreement
herein.
▲▲Ⅳ.
Guarantor’s obligations
4.1
Guarantor shall repay any expired payable fee unconditionally, if debtor does
not pay back loan, financing principal or loaner’s advance fee and relevant
interest fully or partially on time.
Guarantee
agreed that: If main contract being influenced by mortgage guarantee or pledge
guarantee offered by debtor or a third party, loaner shall have right to arrange
the order of performance, as well as request guarantor pay back debtor’s total
expired debt immediately without performance secured property right in advance;
even if loaner waive secured property right or order of its right or change
secured property right, guarantor shall still undertake guarantee obligations
without cancellation.
4.2
Guarantor shall cooperate loaner engage in supervision or review on guarantor’s
income and credit condition(if guarantor is a natural person), or financial
and
operation conditions (if guarantor is a unnatural person), and provide all
financial report, other information or data requested by loaner, and keep all
documents, data and information shall be true, complete and
accurate.
4.3
Guarantor shall make written notice to loaner 30 days ahead and before all
debts
have been paid back, as if any conditions below-mentioned happened:
(1)
sell,
donate, rent, loan, transfer, mortgage, ledge or use other methods to deal
with
total or partial assets or essential assets;
(2)
operation system or property organization form have great changes, including
but
not limited to implementation of contractor, leasing, joint venture, reformation
of cooperation system, reformation of stock cooperative system, sell of
business, merger, establishment of subsidiaries, property right transfer,
capital reduction, etc..
4.4
Guarantor shall make written notice 7 days ahead to guarantor when anyone of
below mentioned things happened:
(1)
amendment of bylaws, change of company’s name, legal representative, location,
address or business scope and other business registration affairs, or decisions
which having significant impact on financial or personnel aspects;
(2)
scheduled to apply for bankrupt or possibly being bankrupt by
loaner;
(3)
with
respect to significant litigant, arbitral or administrative measures, or, main
assets or guaranteed materials have been take property protection or other
coercive measures;
(4)
to
provide guarantee for third party, and so business condition, financial
condition or capacity for performing agreement herein which shall have
significant adverse effects;
(5)
to
sign contracts which shall have significant adverse effects on borrower’s
business and financial conditions;
(6)
suspend operation, shut down, dissolution, stop operation for consolidation
or
withdraw of business license;
(7)
guarantor or its legal representative or managerial officers of borrower broke
law or breach business rules;
(8)
operation have significant difficulties, or have deterioration on financial
conditions, or things may influence borrower’s operation condition or financial
condition or repaying capacity happened;
(9)
job
and income of guarantor have great changes or change residence address (if
guarantor is a natural person).
4.5
Before debtor has paid back all loan payable, guarantor shall not perform its
right of recourse obtained to debtor or other guarantors.
4.6
If
debtor becomes shareholder or actual holding person of guarantor before debtor
repay all debts under main agreement, guarantor shall notice debtor at once
and
provide its written consent of meeting of shareholder on approval of offering
guarantee.
▲▲Ⅴ.
Provision on loan offering
5.1
Guarantor authorized that loaner shall have right to charge from debtor’s or
guarantor’s any account in Bank of Communications when there is/are any debt of
debtor or guarantor.
5.2
Loaner shall notice guarantor about the information of account number, contract
number, number of “Application for Credit Volume”, number of loan document and
remaining debt of being charged account.
5.3
If
being charged cash is not fully paid for loan, it shall use to repay expired
debt firstly and charge according to below provision:
(1)
Under
items of loan (except personal loan) or trade financing ( except import
factoring), if repayment of loan principal and interest shall not overdue within
90days, balance of repayment shall pay back expired unpaid interest or penalty
interest and compound interest ahead of paying principal unexpired; if loan
principal and interest overdue and delayed more than 90 days, the balance of
repayment shall pay back expired loan principal ahead of unexpired interest,
penalty interest or compound interest.
(2)
Under
item of making bank acceptance bill, letter of credit, back letter and export
factoring, balance of expenses after charged shall use to repay expired unpaid
principal further to expired unpaid interest, penalty interest and compound
interest.
(3)
Under
item of personal loan, order of repayment shall accordance to relevant provision
in main contract.
5.4
If
currency in charge is different from being repayment, it shall use exchange
rate
which is announced by Bank of Communications to transfer currency shall be
paid
back.
Ⅵ.
Any
controversy, claim or dispute arising out of, relating to or in connection
with
this Agreement shall apply for arbitration by jurisdiction court in the location
of lender. In the period of arbitration, both parties shall continue performing
non-controversial provisions.
Ⅶ.
Other
articles
▲▲7.1
If
the guarantor has actions relating to escaping supervision of loaner, overdue
principal and interest, maliciously escaping existing debts, lender has right
to
announce its actions on media.
7.2
Guarantor has carefully read main contract and confirm all
articles.
7.3
Guarantee agreement shall enter into effect since the date that all below
requirements have been fulfilled: (1) legal representative or authorized person
of guarantor signed ( or stamped chop) and stamped chop; guarantor is a natural
person; guarantor signed agreement; (2) legal representative or authorized
person of loaner signed ( or stamped chop) and stamped company’s
chop.
7.4
Guarantee agreement shall have
originals for guarantor, loaner and debtor maintain one original
each.
Ⅷ.
Other
provisions
Important
Notice
Guarantor
has read all articles above, and loaner has make explanation by request,
guarantor does not have nothing oppositive.
|
Guarantor
(chop / signature)
|
Loaner
(company’s chop)
|
|
|
/s/
Xx Xxxxxx
|
/s/
Xx Xxxxx
|
|
|
Legal
representative or authorized
|
Legal
representative or
|
|
|
person
|
authorized
person
|
|
|
(chop
/ signature)
|
(chop
/ signature)
|
|
|
Signing
date: January 16, 2008
|
Signing
date: January 16, 2008
|
Co-owner
statement ( applicable for guarantor is a natural person):
Me
(name: _________________________________
type of
certificate: _____________________________________
Certificate
no.:_________________________________________)
is
guarantor’s spouse. I have carefully read and confirmed all the articles in this
guarantee agreement, known and agreed guarantor to offer guarantee for debtor
to
loaner based on that guaranteed debt shall be mutual debt of spouse and paid
back by mutually owned property of spouse.
Signature
of co-owner:
Date:
