Guarantee Contract of Maximum Amount
EXHIBIT
10.15
Guarantor
(“Party A”):
Winner
Medical & Textile Ltd. Tianmen
Domicile
(Address): Xx. 00 Xxxxx Xxxx xx Xxxxxxx, Xxxxxx Xxxx of Tianmen City, Hubei
Province.
Legal
representative: Xxxxxxxx Xx
Winner
Medical & Textile Ltd. Jingmen
Domicile
(Address): Pailou Town, Jingmen City, Hubei Province
Legal
representative: Xxxxxxxx Xx
Winner
Medical & Textile Ltd. Yichang
Domicile
(Address): Xx. 00 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx City, Hubei
Province.
Legal
representative: Xxxxxxxx Xx
Loaner
(“Party B”): Shenzhen
Longhua Branch of Industrial and Commercial Bank of
China
Domicile
(Address): Industrial and Commercial Bank Building, Renmin Road, Longhua Town,
Baoan District, Shenzhen City.
Legal
representative(Person-in-charge): Xxx Xxxx
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Contents
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For
the
purpose of ensuring the performance of obligations of the debtor of the master
contract under all loan contract and other financing contract (“Master
Contract”) signed by Winner
Industries (Shenzhen) Co., Ltd. (“Debtor
of the Master Contract”) with Party B hereto within the maximum amount loan of
RMB
30,000,000 Yuan only
and
other financing balance in the period from September
13th,
2004
to September 12th,
2006,
Party A
agrees to provide guarantee for the Debtor of the Master Contract. To clarify
rights and obligations of both parties, Party A and Party B, after thorough
negotiations, hereby enter into this Contract in accordance with Contract Law
of
the People’s Republic of China (PRC), Guarantee Law of PRC and other relevant
laws and regulations.
| 1.1 |
Party
A has the qualification as guarantor in accordance with PRC laws
and
regulations and can provide guarantee
outwards.
|
| 1.2 |
Party
A has the capacity to undertake guarantee liabilities, and the guarantee
liabilities shall not be reduced or released by any order, change
of
financial statement or any agreement entered into between Party A
and any
other party.
|
| 1.3 |
Party
A fully understands the loan and financing purposes of Debtor of
the
Master Contract, and voluntarily provides guarantee for Debtor of
the
Master Contract. All its expression under this Contract is true and
authentic.
|
| 1.4 |
If
Debtor of the Master Contract fails to perform the obligations of
repaying
principal, interest and relevant expenses, Party B is entitled to
demand
from Party A directly by deducting the amount in the account opened
by
Party A in Party B.
|
| 2.1 |
The
master creditor’s right guaranteed by this Contract is all the RMB Loans
and other financings Party B granted to Party A within the maximum
loan
amount and other financing balance according to the Master Contract
within
the period stated in this Contract.
|
| 3.1 |
In
accordance with the provisions of the Master
Contract.
|
| 4.1 |
The
form of this contract is that all the three guarantors provide joint
and
several liabilities guarantee to Party
B.
|
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| 5.1 |
The
guarantee of this Contract shall cover all the principal, interest,
compound interest, default interest, fine for breach of contract,
compensation, expenses incurred in the enforcement of creditor’s rights
and all the other due expenses under the Master
Contract.
|
| 6.1 |
The
guarantee period of each loan or financing guaranteed under this
Contract
shall be separately calculated, and the guarantee period is two years
commencing from the next day of the confirmed expiry date of each
loan or
financing;
|
| 6.2 |
If
the loan or other financing confirmed by the Master Contract expires
in
batch, then the guarantee period of each batch of loan or other financing
shall be two years commencing from the next day of the expiry date
of each
batch of loan or other financing;
|
| 6.3 |
If
Party B demands Party A to repay the amount before the due date according
to the provisions of the Master Contract, the guarantee period shall
be
two years commencing from the next day of the repay date stated in
the
notice given by Party B.
|
| 7.1 |
To
provide relevant information according to requirement of Party B
and to
guarantee that such information be lawful and
authentic;
|
| 7.2 |
To
sign the receipt of the Pressing Letters or other pressing documents
sent
by party B and send off within three days from the signing
date;
|
| 7.3 |
To
inform Party B timely on the occurrence of the following
circumstances:
|
| 7.3.1 |
Change
in operational mechanism, such as enforcing contract, lease combined
management, amalgamation, merger, division, reorganization of shareholding
system, equity (cooperative) joint
venture;
|
| 7.3.2 |
Change
in business scope, registered capital and share
equity;
|
| 7.3.3 |
Financial
statement deteriorates or involved in severe economic disputes;
|
| 7.3.4 |
Bankruptcyôwinding
up businessôdissolution,
shut down for rectification, revocation of business license and
repealed;
|
| 7.3.5 |
Change
in domicile, telephone number, and legal
representative.
|
| 7.4 |
On
occurrence of the circumstances indicated in 7.3.1 or 7.3.2, Party
A shall
inform Party B 30 days in advance; on occurrence of the other
circumstances above-mentioned, Party A shall inform Party B within
five
days from the occurrence date.
|
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| 7.5 |
If
Party B and the Debtor of the Master Contract negotiate to modify
the
Master Contract, consent from Party A is not required unless extending
period or increasing the amount of Loan. Party A shall undertake
joint and
several liabilities within the coverage of the original
guarantee.
|
| 7.6 |
If
Party B transfers the master creditor’s right to a third party within the
valid period of this Contract, Party A shall still undertake joint
and
several liabilities within the coverage of the original
guarantee.
|
| 7.7 |
If
Party A provides any form of guarantee to a third party during the
valid
period of this Contract, such guarantee shall not have negative impact
on
the benefit of Party B.
|
| 7.8 |
During
the valid period of this Contract, if events like division, merger,
reorganization of shareholding system and other events occurred to
Party
A, it shall guarantee that all the guarantee liabilities under this
Contract shall be transferred to any or all the successive parties
properly.
|
| 7.9 |
After
Debtor of the Master Contract repaid all the debts under the Master
Contract, Party A shall no longer undertake the guarantee
liabilities.
|
| 8.1 |
To
demand Party A for relevant documents certifying its legal
identity.
|
| 8.2 |
To
demand Party A for financial report and other information reflecting
its
creditworthiness.
|
| 8.3 |
To
demand Party A for its guarantee liabilities in accordance with this
Contract if Party B has not collected or fully collected its creditor’s
rights on expiry of the term of performance of the creditor’s
right.
|
| 8.4 |
Party
B is entitled to inform Party A with a written notice of pre-undertaking
the guarantee liabilities under one of the following circumstances.
Party
A shall perform its guarantee liabilities within 10 days from the
date on
receiving of the aforesaid notice:
|
| 8.4.1 |
Party
B terminates the Master Contract legally in accordance with the provisions
in the Master Contract;
|
| 8.4.2 |
Party
B withdraws the Loan before the due date in accordance with the other
situations stated in the Master
Contract.
|
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| 8.5 |
If
party B legally transfers the master creditor’s right to a third party
during the valid period of this Contract, it shall inform Party A
in
time.
|
| 9.1 |
Any
losses or damages of Party B raised by false declaration and statement
of
Party A made according to Article 1 of this Contract shall be
indemnified.
|
| 9.2 |
After
enforcement of this Contract, both Party A and B shall fully perform
the
obligations under this contract. Either party fails to perform or
fully
perform the obligations, it shall undertake relevant defaulting
liabilities and shall indemnify the non-defaulting party against
the
losses caused therefrom.
|
| 9.3 |
If
this Contract becomes invalid by fault of Party A, Party A shall
indemnify
Party B against all the losses within the coverage of
guarantee.
|
| 10.1 |
This
Contract shall become effective once its is signed and stamped by
both
parties and shall be terminated up on the date of the fully payment
of any
loans and other financing principal, interest, compound interest,
default
interest, fine for breach of contract, compensation, expenses incurred
in
the enforcement of creditor’s rights and all the other due expenses under
this Contract.
|
| 10.2 |
This
contract is independent from Master Contract and shall not be impact
by
the invalidity of the Loan Contract. If the Master Contract is invalid,
Party A shall still undertake guarantee liabilities in accordance
with
this Contract.
|
| 10.3 |
Once
this contract becomes effective, neither party can modify or terminate
it
freely. Modification or termination of the Contract shall be made
by a
written agreement between the two parties through negotiations. This
Contract shall remain in force before such written agreement been
reached.
|
| 11.1 |
Any
dispute between Parties A and Party B in connection with the performance
of this Contract shall be settled by the two parties through negotiations.
In case no settlement can be reached, either party is entitled to
submit
the dispute to the court where Party B is located by way of
suit.
|
| 13.1 |
The
attachments hereto shall constitute an integral part of this Contract,
and
shall have equal legal effect with this
Contract.
|
| 13.2 |
The
attachments of this Contract include:
|
Attachment
1 Confirmation
Letter for Important Contract Obligation Reminder
Attachment
2 Confirmation
Letter for Important Contract Obligation Reminder
Attachment
3 Confirmation
Letter for Important Contract Obligation Reminder
| 14.1 |
The
Contract is executed in
five counterparts
with Party A holding three, Party B and the Debtor of the Master
Contract
each holding one and they are of the same legal
effect.
|
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Party
A (stamp): Winner Medical & Textile Ltd. Tianmen
Legal
representative (authorized representative): Xxxxxxxx Xx
September
13th,
2004
Party
A (stamp): Winner Medical & Textile Ltd. Jingmen
Legal
representative (authorized representative): Xxxxxxxx Xx
September
13th,
2004
Party
A (stamp): Winner Medical & Textile Ltd. Yichang
Legal
representative (authorized representative): Xxxxxxxx Xx
September
13th,
2004
Party
B (stamp): Shenzhen Longhua Branch of Industrial and Commercial Bank of
China
Legal
representative (authorized representative): Xxx Xxxx
September
13th,
2004
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Attachment
1
Confirmation
Letter for Important Contract Obligation Reminder
| To: |
Shenzhen
Longhua Branch of Industrial and Commercial Bank of
China
|
As
a
party to the Guarantee Contract of Maximum Amount (contract number:
Gong Xxx
Xxxx Xxx Xxx Longhua Zi 2004 Nian No.004) to be signed with your good
bank,
we
hereby confirm that we have paid due attention to the underlined articles
stipulating the major obligations of our side and we accept such
articles.
Confirming
Party (official seal): Winner Medical & Textile Ltd.
Tianmen
Legal
representative (signature): Xxxxxxxx Xx
September
13th,
2004
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Attachment
2
Confirmation
Letter for Important Contract Obligation Reminder
| To: |
Shenzhen
Longhua Branch of Industrial and Commercial Bank of
China
|
As
a
party to the Guarantee Contract of Maximum Amount (contract number:
Gong Xxx
Xxxx Xxx Xxx Longhua Zi 2004 Nian No.004) to be signed with your good
bank,
we
hereby confirm that we have paid due attention to the underlined articles
stipulating the major obligations of our side and we accept such
articles.
Confirming
Party (official seal): Winner Medical & Textile Ltd.
Jingmen
Legal
representative (signature): Xxxxxxxx Xx
September
13th,
2004
-9-
Attachment
3
Confirmation
Letter for Important Contract Obligation Reminder
| To: |
Shenzhen
Longhua Branch of Industrial and Commercial Bank of
China
|
As
a
party to the Guarantee Contract of Maximum Amount (contract number:
Gong Xxx
Xxxx Xxx Xxx Longhua Zi 2004 Nian No.004) to be signed with your good
bank,
we
hereby confirm that we have paid due attention to the underlined articles
stipulating the major obligations of our side and we accept such
articles.
Confirming
Party (official seal): Winner Medical & Textile Ltd.
Yichang
Legal
representative (signature): Xxxxxxxx Xx
September
13th,
2004
|
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|
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