Contract of Guarantee of Maximum Amount
AGRICULTURAL
BANK OF CHINA
ABCS
(2007) 2005
Contract
No. 33905201000004626
LenderLender
(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
Xxxxxx's rights guaranteed and maximum amount
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1.
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The
Guarantor is willing to provide guarantee for the following Xxxxxx’s
rights by and between the Lender and the Borrower, amounting to RMB 76,000,000.00.
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.
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(1)
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The
Lender will, from February 10,
2010 to
February 9, 2012, transact
Lender’s rights formed from agreed business together with the
Borrower. The said period is the definite period of guaranteed Xxxxxx’s
rights of maximum amount. The said business includes: (put “√”before the
right answer)
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þ RMB/foreign
currency loan
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¨ L/C
for deposit abatement
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¨ Packing
credit for exports
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¨ Commercial
bill discounted
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¨ Commercial
bill discounted
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¨ Inward
documentary Bill
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¨ Bank
Guarantee
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þ Commercial
draft acceptance
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¨ Outward
documentary Bill
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¨ Other
business: ___________________
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(2)
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The
principal and interests of the following unpaid Xxxxxx’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:
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Name of contract
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No. of contract
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Unpaid principal and interests
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Currency
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(The
attached list added due to the insufficiency of the above list shall be an
integral part of the Contract.)
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2.
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Category,
amount, interest rate and term of each business guaranteed by this
Contract are subject to relevant legal instrument or
voucher.
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3.
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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.
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4.
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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.
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Article 2 Scope of
guarantee
The scope
of guarantee includes all the expenses accrued to the Lender for realizing
Xxxxxx’s rights, including principal and interests of
principal Xxxxxx'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
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1.
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The
period of guarantee of the Guarantor is two years from the expiration
of the master contract.
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2.
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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.
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3.
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The
period of guarantee of commercial bill discounted is two years from the
expiration of discounted bill.
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4.
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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.
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5.
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In
case the occurrence of events under laws or master contract results in the
acceleration of maturity of Xxxxxx’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 Xxxxxx’s rights under
master contract.
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Article 5 Covenants
of the Guarantor
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1.
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Having
obtained the authorization for the guarantee under this Contract in
accordance with relevant provisions and
procedures.
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2.
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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.
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3.
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The
Guarantor is willing to fulfill guarantee liabilities in the event that
the Borrower fails to repay debts as stipulated in master
contract.
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4.
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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.
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5.
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In
any of the following situations, the Guarantor shall notify the
Lender immediately in writing:
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(1)
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The
Guarantor changes its name, address, legal representative, contact way,
etc.;
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(2)
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The
Guarantor changes it subordinate relationship,
senior personnel, articles of incorporation or organizational
structure;
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(3)
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The
financial status or production operations of the Guarantor is in trouble,
or having material lawsuit or arbitration to the
Guarantor;
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(4)
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The
Guarantor shuts down, goes out of business, suspends business for
rectification, or files for bankruptcy or reorganization,
etc.;
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(5)
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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
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(6)
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The
events happen to the Guarantor that are adverse to the realization of
Xxxxxx’s rights by the Lender;
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6.
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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:
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(1)
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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
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(2)
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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.
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Article
6 Confirmation of guaranteed Xxxxxx’s rights
In any of
the following situations, the Lender’s rights of the guarantee of maximum amount
under this Contract are confirmed:
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1.
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The
definite period of Xxxxxx’s rights expires. “The definite period of
Xxxxxx’s rights expires” includes the expiration of the definite period of
Xxxxxx’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;
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2.
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New
Lender’s rights may not happen;
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3.
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The
Borrower and the Guarantor are adjudicated a bankruptcy or revoked;
or
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4.
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Other
situations stipulated by laws for the confirmation of Xxxxxx’s
rights.
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Article
7 Undertaking of guarantee liabilities
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1.
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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.;
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(1)
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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;
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(2)
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People’s
court accepts the Borrower and Guarantor’s application for bankruptcy, or
verdicts Reconciliation;
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(3)
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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;
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(4)
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The
Borrower and Guarantor dead, or are declared missing or
dead;
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(5)
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The
Guarantor violates its obligations hereunder;
or
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(6)
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Other
situations impacting seriously the realization of Xxxxxx’s
rights.
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2.
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In
case the Lender’s rights guaranteed by this Contract has material
guarantee and guarantee provided by the Borrower simultaneously, the
Lender has the right to require the Guarantor to undertake guarantee
liabilities prior to the material
guarantee.
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3.
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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.
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Article 8 Liabilities for
breach of contract
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1.
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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.
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2.
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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:
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(1)
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Having
not obtained legal and valid authorization for the guarantee
hereunder;
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(2)
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Failing
to provide true, complete and valid financial statements, articles of
incorporation or other relevant data and
information;
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(3)
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Failing
to notify the Lender promptly in case of the situation described in Item 5
of Article 5 of this Contract;
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(4)
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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
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(5)
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Any
other act violating the provisions herein or impacting the realization of
Xxxxxx’s rights by the Lender.
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Article
9 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:
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1.
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Litigation,
under the jurisdiction of the people’s court at the Lender’s
address.
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2.
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Arbitration,
submitting to (full
name of arbitration institution) for arbitration according to its
arbitration rules.
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During
litigation or arbitration, the provisions hereof not involved in disputes must
be continued.
Article
10 Miscellaneous
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1.
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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.
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_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
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Article
11 Effectiveness of contract
This
Contract will come into force as soon as being signed or sealed by all
parties.
Article 12 This
Contract is in triplicate of equal force, one for the Lender, the Guarantor and
the Borrower respectively.
Article
13 Remarks
The
Lender has called the attention 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.
