Guaranty Contract of Maximum Amount
Guaranty
Contract of Maximum Amount
No.
Xxxx
Xxxxxxxx (Shuibei) Shouxin Gebao Zi (2007) A110020700007
Creditor:
Shuibei
Division, Shenzhen Commercial Bank
Address:
0000, Xxxxxx Xxx Xx, Xxxxxxxx
Guarantor:
BAK
International Limited
Address:
Flat/RM 1201, 12/F Wing On CTR, 000 Xxxxxxxxx XX, Xxxxxxx, XX
Telephone:
000-00000000 Fax:
000-00000000
The
Creditor and the Guarantor have reached the following agreement in accordance
with the Guarantee Law of People’s Republic of China and other relevant laws and
regulations:
Article
I. Guaranty
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1.1
|
Shenzhen
BAK Battery Co., Ltd. (hereinafter referred to as “Obligor”) and the
Creditor have entered into the Comprehensive Credit Facilities Agreement
(reference no.: Xxxx Xxxxxxxx (Shuibei) Shouxin Zi (2007) A110020700007,
hereinafter referred to as “Master Agreement”). As requested by the
Obligor, the Guarantor undertakes to provide guaranty for the indebtedness
of the Obligor under the Master Agreement based upon all personal
assets,
interests and rights, current and future income etc. which are
independently owned or jointly owned by the Guarantor.
|
|
1.2
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The
guaranty shall cover all of the loan principal, interest, penalty
interest, breach of contract compensation, damages, undertaking fee,
advances paid by the Creditor and all the expenses such as litigation
cost, lawyer’s fee, notification cost and public notice cost etc. which is
incurred to the Creditor in realizing its creditor’s right. The maximum
loan principal shall be RMB 200 million
yuan.
|
|
1.3
|
The
guaranty period is from the effective date of this Contract to two
years
after the expiry of the term of the Master Agreement and relevant
agreement entered into under the Master Agreement.
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1.4
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The
guaranty under this Contract is independent. In case that any third
party
provide guaranty to the Creditor, the Guarantor shall continue to
assume
the full obligation of guaranty for all indebtedness as stated in
clause
1.1 of this Contract.
|
|
1.5
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This
Contract is irrevocable. This Contract shall not be influenced by
any
documentation or agreement entered into by the Obligor and any party,
and
shall not be influenced by the misuse of the credit facilities,
insolvency, bankruptcy, loss of legal person status, amendment of
articles
of association, cease of business operation, acquisition, division
and
merger etc. of the Obligor, nor any change of the profession, position
or
financial capacity of the
Guarantor.
|
|
1.6
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The
effectiveness of this agreement is independent of the Master Agreement.
This agreement shall survive the invalidity of the Master Agreement
or any
of its clauses, or the relevant agreement entered into under the
Master
Agreement or any of its clauses.
|
Article
II. Performance of Guaranty
|
2.1
|
In
case of default by the Obligor upon the expiry of the term under
the
Master Agreement (or expiry date as declared by the Creditor), the
Guarantor shall unconditionally pay the relevant amount to the Creditor
after the Creditor has notified the Guarantor in writing to do so.
Any
statement signed by the authorized representative of the Creditor
which
can prove the default of the Obligor shall be deemed as the notification
of the Creditor demanding the Guarantor to pay the relevant
amount.
|
|
2.2
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The
Guarantor irrevocably authorizes the Creditor to transfer directly
any
defaulting amount of money from the bank account of the Guarantor
to the
account of Creditor. The Creditor shall notify the Guarantor in writing
of
such transfer and is entitled to demand the Guarantor to pay for
the
unsettled indebtedness.
|
Article
III. Undertakings and Representations of the Guarantor
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3.1
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The
Guarantor has read the Master Agreement carefully and accepts all
clauses
of the Master Agreement. The relevant agreements entered into by
the
Creditor and the Obligor under the Master Agreement do not need the
confirmation of the Guarantor.
|
|
3.2
|
The
Guarantor undertakes that the Guarantor shall continue to assume
the
obligation of guaranty in case of the amendment of the Master Agreement
by
the Creditor and the Obligor and such amendment does not need the
consent
of the Guarantor. Without prejudice to the above, the Guarantor shall
assume the obligation of guaranty for the indebtedness under the
Master
Agreement before the amendment if such amendment increases the
indebtedness of the Obligor and such amendment has not been approved
by
the Guarantor in writing.
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3.3
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The
Creditor is entitled to examine the Guarantor’s financial capacity during
the term of this Contract and the Guarantor shall give necessary
assistance. The Guarantor shall provide truthful, comprehensive and
effective financial reports and other relevant aterials and information
to
the Creditor.
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3.4
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The
Guarantor shall notify the Creditor in writing within 7 days after
any of
the following events occurs or threatens to
occur;
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|
(1)
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The
Guarantor’s income or income sources materially
changes;
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(2)
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The
Guarantor’s business operation deteriorates or suffers material loss; the
Guarantor is involved in any material litigation, or its major assets
are
subject to property preservation;
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(3)
|
The
Guarantor changes its legal representative, address or
contact;
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(4)
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Any
other material event that may materially affect its financial
status.
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Article
IV. Breach of Contract
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4.1
|
The
occurrence of any of the following events may constitute the breach
of
contract:
|
| (1) |
The
Guarantor does not perform its liability of repaying the loan in
substitution fully in time;
|
| (2) |
The
Guarantor breaches any of the clauses of this agreement, or any of
its
undertakings and representations;
|
| (3) |
The
Guarantor transfers its property or secretly withdrawing funds to
evade
repayment of debts;
|
| (4) |
The
legal representative or chief officer(s) of the Guarantor is involved
in
any criminal case;
|
| (5) |
The
Guarantor does not perform its obligations under any other contract
with
the Creditor or any other banks in due
time;
|
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4.2
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The
Creditor is entitled to take the following actions upon the occurrence
of
the breach of contract:
|
| (1) |
declare
the maturity of the indebtedness in advance to its original expiry
date in
accordance with the Master Agreement, and demand the Guarantor perform
its
liability of pay compensation in substitution
immediately;
|
| (2) |
demand
the Guarantor provide additional guaranty that is acceptable to the
Creditor;
|
| (3) |
report
to the relevant organization, and publicize it in any
media;
|
| (4) |
take
any other remedy measures pursuant to the relevant laws and
regulations.
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Article
V Miscellaneous
|
5.1
|
The
Creditor is entitled to obtain relevant notarization certificate
with
compulsory enforcement effect for purpose of this
agreement;
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5.2
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Any
dispute arising from this Contract shall be submitted to the People’s
Court of the place of the Creditor and the laws of People’s Republic of
China shall be the governing law.
|
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5.3
|
This
Contract shall come into effect once it is signed by the Guarantor
and the
legal representative/authorized representative of the Creditor and
stamped
with the company chop of the
Guarantor.
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5.4
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This
Contract has four originals, the Creditor shall retain two originals
and
the Guarantor shall retain one
original.
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Guarantor
(Signature):_______________
Date:
May
15, 2007
Venue:
Shenzhen
Creditor
(Company Chop):____________
Legal
Representative/Authorized Representative:___________
Date:
May
15, 2007
Venue:
Shenzhen
