Contract of Guarantee of Maximum Amount AGRICULTURAL BANK OF CHINA
AGRICULTURAL
BANK OF CHINA
ABCS
(2007) 2005
Contract
No. 33905201000030826
Dear
customer, in order to protect your right, please read the terms in detail
(especially ▇▇▇▇▇▇▇ caption) and acknowledge your right and obligation before
you sign the contract.
Lender
(full name): Agricultural Bank of China
Changxing
County Sub-branch
Guarantor
(full name): (1) Zhejiang Chisen Glass Co.,
Ltd.
(2) _____________________________
(3)
_____________________________
Whereas,
the Guarantor is willing to provide a guarantee of maximum amount for the
Lender’s rights under a series of business contracts (hereinafter referred
to as master contract) concluded by and between the Lender and Changxing Chisen Electric Co.,
Ltd.
(hereinafter referred to as Borrower) in accordance with Article 1 of this
Contract. In accordance with relevant national laws and regulations, all parties
hereby conclude as follows through amicable negotiation:
Article 1
Principal ▇▇▇▇▇▇'s rights guaranteed and maximum
amount
|
1.
|
The
Guarantor is willing to provide guarantee for the following ▇▇▇▇▇▇’s
rights by and between the Lender and the Borrower, amounting to RMB 110,000,000.00. Foreign
currency is converted according to the selling price on the date of the
occurrence of the business under Item 1 of Article 1
herein.
|
|
(1)
|
The
Lender will, from August 27, 2010 to August 26, 2012, transact
▇▇▇▇▇▇’s rights formed from agreed business together with the
Borrower. The said period is the definite period of guaranteed ▇▇▇▇▇▇’s
rights of maximum amount. The said business includes: (put “√”before the
right answer)
|
|
þRMB/foreign
currency loan
|
¨L/C
for deposit abatement
|
|
¨Packing
credit for exports
|
¨Commercial
bill discounted
|
|
¨Commercial
bill discounted
|
¨Inward
documentary Bill
|
|
¨Bank
Guarantee
|
þCommercial draft
acceptance
|
¨Outward
documentary Bill
¨Other
business:_________________________________
|
(2)
|
The
principal and interests of the following unpaid ▇▇▇▇▇▇’s rights under
master contract between the Lender and the Borrower and relevant interest,
penalty interest, compound interest and expenses. The relevant interest,
penalty interest, compound interest and expenses will be counted according
to master contract until the date of actual
payment:
|
|
Name
of contract
|
No.
of contract
|
Unpaid
principal and interests
|
Currency
|
|
Refer
to note
|
|||
(The
attached list added due to the insufficiency of the above list shall be an
integral part of the Contract.)
|
2.
|
Category,
amount, interest rate and term of each business guaranteed by this
Contract are subject to relevant legal instrument or
voucher.
|
|
3.
|
Within
the period and maximum amount under the Contract, the Lender needs not to
carry out guarantee procedures one by one at the time of issuing the loan
under the Contract or providing other bank
credit.
|
|
4.
|
Currency
is not limited in respect of the business occurred within the period and
maximum amount under the Contract, and the Guarantor undertakes guarantee
liabilities by the original
currency.
|
Article 2 Scope
of guarantee
The scope
of guarantee includes all the expenses accrued to the Lender for realizing
▇▇▇▇▇▇’s rights, including principal and interests of
principal ▇▇▇▇▇▇'s rights, penalty interest, compound interest,
penalty, liquidated damages, litigation (arbitration) fee and attorney
fees.
The
Guarantor is willing to undertake guarantee liabilities for the part
exceeding the maximum amount due to the change of rate of exchange.
Article 3 Method
of guarantee
The
guarantee herein is joint and several, namely, the guarantors under the Contract
undertake joint and several liabilities for the Lender
jointly.
Article 4
Period of guarantee
|
1.
|
The
period of guarantee of the Guarantor is two years from the expiration
of the master contract.
|
|
2.
|
The
period of guarantee of commercial draft acceptance, L/C for deposit
abatement and bank guarantee is two years from the date of the Lender
advances.
|
|
3.
|
The
period of guarantee of commercial bill discounted is two years from the
expiration of discounted bill.
|
|
4.
|
If
the Lender and the Borrower conclude a renewal agreement for
the period of repaying debts under master contract, the Guarantor
will continue to undertake the guarantee liabilities and the period of
guarantee is two years from the expiration of the said renewal
agreement.
|
|
5.
|
In
case the occurrence of events under laws or master contract results in the
acceleration of maturity of ▇▇▇▇▇▇’s rights under master contract by
the Lender, the period of guarantee is two years as of the date when the
Lender confirms the acceleration of maturity of ▇▇▇▇▇▇’s rights under
master contract.
|
Article 5
Covenants of the Guarantor
|
1.
|
Having
obtained the authorization for the guarantee under this Contract in
accordance with relevant provisions and
procedures.
|
|
2.
|
Having
provided the Lender with true, complete and valid financial statements,
articles of incorporation or other relevant data and information, and
having accepted the Lender’s supervision and inspection against its
production operations and financial
status.
|
|
3.
|
The
Guarantor is willing to fulfill guarantee liabilities in the event that
the Borrower fails to repay debts as stipulated in master
contract.
|
|
4.
|
In
case the Guarantor fails to fulfill guarantee liabilities as stipulated in
the Contract, the Lender has the right to deduct directly relevant amounts
from the account that the Guarantor opens in the Lender’s
bank.
|
|
5.
|
In
any of the following situations, the Guarantor shall notify the
Lender immediately in writing:
|
|
(1)
|
The
Guarantor changes its name, address, legal representative, contact way,
etc.;
|
|
(2)
|
The
Guarantor changes it subordinate relationship,
senior personnel, articles of incorporation or organizational
structure;
|
|
(3)
|
The
financial status or production operations of the Guarantor is in trouble,
or having material lawsuit or arbitration to the
Guarantor;
|
|
(4)
|
The
Guarantor shuts down, goes out of business, suspends business for
rectification, or files for bankruptcy or reorganization,
etc.;
|
|
(5)
|
The
business license of the Guarantor is cancelled or revoked, or it is
ordered to close down, or other grounds for dissolution has occurred;
or
|
|
(6)
|
The
events happen to the Guarantor that are adverse to the realization of
▇▇▇▇▇▇’s rights by the Lender;
|
|
6.
|
In
the event of carrying out any of the following actions, the Guarantor
shall notify the Lender 15 days in advance and obtain its written
consent:
|
|
(1)
|
The
Guarantor changes its capital structure or management system,
including, but not limited to, contract, lease, shareholding reform,
joint-operation, merger, division, joint venture, reduction of capital,
transfer of assets, filing for reorganization, reconciliation or
bankruptcy; or
|
|
(2)
|
The
Guarantor provides guarantee to a third party or creates mortgage or
pledge for the debts of it or a third party, which may impact its
fulfillment of the guarantee liabilities under the
Contract.
|
Article 6
Confirmation of guaranteed ▇▇▇▇▇▇’s rights
In any of
the following situations, the Lender’s rights of the guarantee of maximum amount
under this Contract are confirmed:
|
1.
|
The
definite period of ▇▇▇▇▇▇’s rights expires. “The definite period of
▇▇▇▇▇▇’s rights expires” includes the expiration of the definite period of
▇▇▇▇▇▇’s rights under Article 1 hereof, and acceleration of maturity of
definite period of the Lender’s rights by the Lender in accordance with
relevant national law and regulations or the provisions herein. In case
the Borrower violates its obligations under master contract or the
Guarantor violates its obligations under the Contract, the Lender has the
right to accelerate the maturity of definite period of the Lender’s
rights;
|
|
2.
|
New
Lender’s rights may not happen;
|
|
3.
|
The
Borrower and the Guarantor are adjudicated a bankruptcy or revoked;
or
|
|
4.
|
Other
situations stipulated by laws for the confirmation of ▇▇▇▇▇▇’s
rights.
|
Article 7
Undertaking of guarantee liabilities
|
1.
|
In
any of the following situations, the Lender has the right to require the
Guarantor to fulfill guarantee liabilities. In case the
amount paid by the Guarantor is insufficient to pay off the Lender’s rights guaranteed under
this Contract, the Lender may apply this amount to repay
the principal, interests,
penalty interest,
compound interest or fees,
etc.;
|
|
(1)
|
The
Lender is not repaid upon the expiration of the period of repaying debts
under master contract. “The period of repaying debts under master contract
expires” includes the expiration of the period of repaying debts under
master contract, and acceleration of maturity of definite period of the
Lender’s rights by the Lender in accordance with relevant national law and
regulations or the provisions
herein;
|
|
(2)
|
People’s
court accepts the Borrower and Guarantor’s application for bankruptcy, or
verdicts Reconciliation;
|
|
(3)
|
The
business license of the Borrower and Guarantor is cancelled or revoked, or
they are ordered to close down, or other grounds for dissolution has
occurred;
|
|
(4)
|
The
Borrower and Guarantor dead, or are declared missing or
dead;
|
|
(5)
|
The
Guarantor violates its obligations hereunder;
or
|
|
(6)
|
Other
situations impacting seriously the realization of ▇▇▇▇▇▇’s
rights.
|
|
2.
|
The
lender’s right is guaranteed by pledged property and guarantor’s
guarantee. Lender can achieve the lender’s right by pledged property or
request guarantor to bear the guarantee obligation. For lender who has
chosen one of the way to achieve the lender’s right, it can request other
way to partially or fully to achieve the lender’s right as
well.
|
|
3.
|
If
the Borrower provides property as guarantee, the Guarantor, in case of
abandonment of such security interest by the Lender, cis-position of the
security interest or change of the security interest, agrees to provide
joint and several guarantee liabilities for the Lender’s rights under
master contract as specified herein. “The security interest” refers to the
security interest formed when the Borrower provides material guarantee for
the Lender’s rights under master
contract.
|
|
4.
|
Guarantor
guarantee for the borrower consist of but not limited to the loans
pursuing to this contract. If the guarantor’s payment cannot fully cover
all liability, the order of settlement is determined by the
lender.
|
|
5.
|
According
to legal obligation or the terms of this contract, exercise of the set-off
right against guarantor; the order of set-off liability is determined by
lender. Lender exercises the right of subrogation according to law, the
order of repayment or set-off from sub-class borrower for the liability is
determined by lender.
|
Article 8
Liabilities for breach of contract
|
1.
|
In
case the Lender fails to fulfill its obligations agreed results in loss to
the Guarantor after the effectiveness of the Contract, it shall bear
relevant liabilities for damages.
|
|
2.
|
In
any of the following actions taken by the Guarantor, it shall pay
penalty to the Lender according to 1 % of the
maximum amount of the Lender’s rights guaranteed by the Contract; in case
of any loss to the Lender by the Guarantor, the latter shall compensate
fully at the same time:
|
|
(1)
|
Having
not obtained legal and valid authorization for the guarantee
hereunder;
|
|
(2)
|
Failing
to provide true, complete and valid financial statements, articles of
incorporation or other relevant data and
information;
|
|
(3)
|
Failing
to notify the Lender promptly in case of the situation described in Item 5
of Article 5 of this Contract;
|
|
(4)
|
Having
not obtained the Lender’s consent in advance prior to the implementation
of the acts described in Item 6 of Article 5 of this Contract;
or
|
|
(5)
|
Any
other act violating the provisions herein or impacting the realization of
▇▇▇▇▇▇’s rights by the Lender.
|
Article 9
Set-off right, relief of objection period
Lender
exercise set-off right or right of relief according to legal regulation;
guarantor got 7 days of objection period, from the day borrower notify guarantor
by written, verbal or other forms.
Article 10 Settlement of
dispute
In the
event of any dispute arising out during the performance of this Contract,
all parties may solve through negotiation, or settle by the following 1 way:
|
1.
|
Litigation,
under the jurisdiction of the people’s court at the Lender’s
address.
|
|
2.
|
Arbitration,
submitting to
(full name of arbitration institution) for arbitration
according to its arbitration rules.
|
During
litigation or arbitration, the provisions hereof not involved in disputes must
be continued.
Article 11 Miscellaneous
|
1.
|
The
Guarantor shall comprehend the operating status of the Borrower and the
occurrence and fulfillment of all business hereunder. The master contract
and relevant instrument of vouchers for the occurrence of the business
hereunder will not be sent to the Guarantor
again.
|
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
Article
12 Effectiveness of contract
This
Contract will come into force as soon as being signed or sealed by all
parties.
Article 13 This
Contract is in triplicate of equal force, one for the Lender, the Guarantor and
the Borrower respectively.
Remarks
The
Lender has called the attention (especially in bold letter) of the Guarantor to
understanding fully and correctly all provisions herein and, at the request of
the Guarantor, has made corresponding explanations for the provisions herein.
The parties hereto agree on the meanings of this Contract.
