Credit Guarantee Contract.
EXHIBIT
99.1
Party
A: Beijing
Xingwang Shidai Tech & Trading Co. Ltd
Address: #1
Pingfang, East Yong An Li, Chaoyang District, Beijing
Legal
Representative: Xxxxxxx
Xxxx
Telephone:
Fax:
Post
Code:
Party
B:
Beijing
Orsus Xelent Tech & Trading Co. Ltd
Address:
00xx
Xxxxx,
Xxxxx X, Xxxxxxx Men Office Building,
26
Chaowai Street Chaoyang District. Beijing, 100020
Legal
Representative:
Xxx
Xxxx
Telephone:
000-00000000
Fax:
000-00000000
Post
Code: 100020
Party
C: Xxxxx
Xxx
Guarantee Corporation
Address:
Room
406,
Tower A. Huixin Building,
Xx.0
Xxxxxxxxxxx Xx, Xxxxxxxxx Xxx,
Xxxxxxxx
Xxxxxxxx, Xxxxxxx.
Legal
Representative: Xxxxxxxx
Xxxxx
Telephone:
000-00000000
Fax:
Post
Code:
Whereas,
Party
A
and Party B have business relationships and Party A is the payer and Party
B is
the payee, Party B requires that Party A shall provide third party credit
guarantee for the full account payable arising out of the business cooperation
between Party A and Party B.
Accepting
Party A’s authorization, Party C agrees to provide credit guarantee at the
amount of no more than RMB 300 million to Party B.
Now,
therefore,
Party
A,
Party B and Party C enter into this contract and agree to comply with this
contract.
Article
I: Scope of guarantee
Within
the terms of this Guarantee Contract, Party C guarantees the principle debt,
interest, fine, damages arising out of breach of contract, and costs incurred
for realizing those legal rights including but not limited to legal proceeding
fees, attorney fees and travel expenses arising out of the main contract.
Article
II. Period and Term of Guarantee
The
period of guarantee shall be two years after account payable is
due.
The
term
of Party C’s guarantee shall be from January 1, 2008 to December 31, 2008 and
the whole guarantee period shall be 12 months.
Exhibit
99.1 - 1
Article
II. Mode of Guarantee
This
guarantee is a joint and several liability guarantee. When Party A defaults
at
the payment due, Party B may enforce its rights hereunder against Party A,
or
require Party C to fulfill the guarantee responsibilities within the scope
of
guarantee.
Article
IV. Cost of Guarantee
The
guarantee cost is ________, Party A shall bear all the guarantee
costs.
Article
V. Undertaking of Guarantee Responsibility
|
1.
|
Party
A shall inform Party C of all information related to accounts
payable.
|
|
2.
|
If
Party A doesn’t pay account payable, Party B shall notice Party C in
written form. Party C shall make full payment to Party B within 15
working
days after Party C receives the written notice and verifies the relevant
documents.
|
Article
VIò
Implementation of Guarantee Obligation
During
the period of payment of debt, if Party B proves that Party A’s operation is
worsening , or Party A is surreptitiously withdrawing funds, transferring assets
for evasion of debt, or in other situation which could cause serious damage
on
Party B, Party B is entitled to require Party C to fulfill its guarantee
obligation in advance.
Article
VII. Irrevocable Guarantee
This
guarantee obligation is irrevocable.
Article
VIII. Obligations of Party A
|
1.
|
According
to the requirement of Party C, Party A shall periodically or momentarily
provide Party C documents related to its production and operation,
financial statement, accounting and statistic. Party A shall guarantee
the
authenticity, availability and validity of all the
documents.
|
|
2.
|
Party
A shall cooperate with Party C for any inspection, question and
surveillance requested by Party C periodically or at any
time.
|
|
3.
|
Party
A shall not lease, sell, transfer, assign or dispose its property
in other
ways without the agreement of party
C.
|
|
4.
|
Party
A shall notice Party C at least 30 days in advance in case it is
involved
in separation, merger, reorganization, or changes. All the obligations
under this contract shall be assumed by the succeeding party.
|
|
5.
|
Party
A shall provide Party C the resolution of its Board of Directors
(or other
authority) which agrees that Party C acts as Party A’s
guarantor.
|
|
6.
|
Party
A shall bear all the other obligations agreed by three
parties.
|
Article
IX. Other Stipulation.
Any
modification made to the account payable between Party A and Party B shall
get
Party C’s written consent in advance, otherwise Party C shall have no obligation
to guarantee the modified debt.
Exhibit
99.1 - 2
Article
X. Liability of Breaching the Contract
Party
A,
Party B and Party C shall fulfill all the obligations under the contract after
this contract is signed. Any party who fails to carry out the contract or fails
to fully enforce the contract shall bear the liabilities of breaching the
contract, and shall compensate all the damages arising out of the breach to
other parties.
Article
XI. Dispute Resolution.
Party
A,
Party B and Party C may resolve the dispute under the contract by consultation.
If the dispute can not be settled by consultation, any party may submit the
dispute to the court of the place where the contract is signed.
Article
XII. Annex
|
1.
|
The
contract shall be in effect after the contract is signed by the legal
representatives or authorized representatives of all parties and
is
stamped.
|
|
2.
|
Except
as otherwise expressly provided in this contract, each party agrees
that
any supplement, amendment, modification to the contract shall be
signed in
written form by three parties after their consultation, and shall
constitute part of the contract.
|
|
3.
|
The
contract is made in three copies, and each party shall hold one copy
which
has equal legal binding effect.
|
|
4.
|
The
contract is effective as of July 20, 2008.
|
Party
A: Beijing
Xingwang Shidai Tech & Trading Co. Ltd
Signature:
Date:
Party
B:
Beijing
Orsus Xelent Tech & Trading Co. Ltd
Signature:
Date:
Party
C: Xxxxx
Xxx
Guarantee Corporation
Signature:
Date:
Exhibit
99.1 - 3
