Exhibit 10.49
Translation
Guaranty Contract of Maximum Amount
Shenfa Longhua E'bao Zi 20050919002-01
Party A: Longhua Branch, Shenzhen Development Bank (Creditor)
Address: Longhua Street Office, Bao'an District, Shenzhen
Telephone: 00000000 Fax: 00000000
Person in charge: Xxx Xxxxx Position: President of Longhua Branch
Party B: Shenzhen BAK Battery Co., Ltd. (Guarantor)
Address: Kuichong, Longgang District, Shenzhen
Legal Representative: Li Xiangqian Position: Chairman of Board
In order to secure the indebtedness of Shenzhen Tongli High-tech Co., Ltd.
(hereinafter referred to as Obligor) under the Credit Facility for Discount of
Commercial Draft Agreement (reference no. Shenfa Longhua Shangzi 20050919002,
hereinafter referred to as Master Agreement) entered into by Creditor and
Obligor, the Guarantor agrees to provide guaranty to the Creditor as the
guarantor of the Obligor. Through friendly negotiation, both parties agree to
enter into this Contract.
I. Scope of Guaranty
The scope of guaranty covers all loan principal, interest, penalty interest and
all the expenses incurred to the Creditor in realizing its creditor's right. The
maximum loan principal shall not exceed RMB 15 Million yuan.
II. Guaranty Period
The guaranty period under this Contract is from the date of effectiveness of
this Contract to 2 years after the expiry of each credit facilities under the
Master Agreement. In case that the Creditor lawfully transfer its creditor's
right to a third party during the guaranty period, the Guarantor shall continue
to perform its obligation of guaranty as originally agreed.
III. Obligation of Guaranty
The Guarantor shall bear the joint and several liability to repay all
indebtedness of the Obligor within the scope of the guaranty. In case of default
by the Obligor, the Creditor is entitled to demand the Obligor to repay or
demand the Guarantor to repay. The Guarantor irrevocably authorizes the Creditor
to transfer directly the relevant amount of money from the account of Guarantor
to the account of Creditor in case of default of the Obligor upon mature of its
indebtedness.
IV. The guaranty of pledge provided by the Guarantor is independent from and
shall not be replaced by any other guaranty provided by other guarantors.
V. The guaranty under this Contract is irrevocable and shall not be affected by
any documentation or agreements entered into by the Guarantor and other parties,
nor be affected by the insolvency, bankruptcy, cancellation of corporate status,
or amendment of articles of association of the Obligor.
VI. In case that part or whole of the Master Agreement or agreement entered into
under the Master Agreement become invalid due to any reason, the Obligor shall
nevertheless perform its obligation of repayment and the Guarantor shall perform
its obligation of guaranty for the Obligor's obligation of repayment in
accordance with this Contract.
VII. Undertakings and Representations of the Guarantor
The Guarantor is legally qualified to execute and perform this Contract, and has
obtained all necessary authorization by the board of directors or other
competent authorities (as the case may be).
The Guarantor undertakes that all application materials submitted by it to the
Creditor are truthful, lawful, effective and with no serious errors or
omissions.
The Guarantor also undertakes that all application materials submitted by the
Obligor to the Creditor are truthful, lawful, effective and with no serious
errors or omissions.
The Guarantor shall notify the Creditor in writing within 10 days after it has
changed its address, contact details, liaison telephone, business scope or legal
representative etc.
The Guarantor has fully understood all provisions of this Contract and both
parties execute this Contract of their free will.
VIII. Amendment and Termination of Contract
1. In case that any party intends to amend or terminate this Contract, it
shall notify the other party in writing and a written agreement shall
be reached by both parties. This Contract shall remain valid until the
written agreement to amend or terminate this Contract has been
reached.
2. Any waiver or tolerance by the Creditor shall not be deemed as
amendment or termination of this Contract except that a written
agreement has been reached in accordance with the above provision.
3. In case that the Master Agreement has been amended, the Creditor shall
seek the approval of the Guarantor immediately. The Guarantor shall
continue to bear the responsibility of guaranty for the indebtedness
of the Obligor under the Master Agreement (before and after the
amendment) only after it has approved such amendment. However, the
Creditor does not need to seek the approval of the Guarantor for
amendment of the Master Agreement which decreases the indebtedness of
the Obligor.
IX. Applicable Law and Dispute Settlement
1. The execution and performance of this Contract shall be governed by
the laws of People's Republic of China;
2. The method of dispute settlement for this Contract shall be the same
with that of the Master Agreement.
X. Other Issues Agreed by Both Parties
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XI. This Agreement shall be signed by both Parties and stamped with the company
chop of both Parties. This Agreement has 4 originals. The Creditor shall retain
2 originals and Guarantor and Obligor shall each retain 1 original. Each
original is of the same legal effect.
Party A (Company Chop):__________________
Authorized Representative:_______________
Date: 16 September 2005
Party B (Company Chop):__________________
Authorized Representative:_______________
Date: 16 September 2005
