Guaranty Contract for Maximum Credit Line (Applicable as of the date of execution of the Credit Line Contract) Contract Number: Shen Fa Ai Guo Lu Er Bao Zi, No. 816070618016
Exhibit
10.5(a)
(Applicable
as of the date of execution of the Credit Line Contract)
Contract
Number: Xxxx Xx Ai Xxx Xx Xx Xxx Zi, No. 816070618016
Party
A
(Debtee in Master Contract): Shenzhen Development Bank: Shenzhen Aiguo Road
Sub-branch
Address:
1st/F,
Jintong Building, 1058 Aiguo Road, Shenzhen
Tel:
00000000 Fax: 00000000
Principal:
Fu Nannan Title: Head
Party
B
(Guarantor): Pan Dangyu
Type
of
Certificate: ID Card, No.
(*
Left
blank if Party B is an institution)
Address:
Room. 604, 2nd/F,
34th
Building, No.463 Da Yuan, Shougouling Road, Tianhe District,
Guangzhou
Tel: Fax:
Legal
Representative*: Title
*:
(*
Left
blank if Party B is an individual person)
To
guarantee the performance of the “Contract for Line of Discount on Commercial
Acceptance Bills” (Xxxx Xx Ai Xxx Xx Shang No. 816070618014, hereinafter
referred to as the “Master Contract”) signed by and between Party A and
Shenzhen
Highpower Technology Company Limited.
(“Debtor”), Party B hereby provides Party A with joint and several liability
guaranty as the guarantor of the Debtor in the Master Contract. After reaching
agreement through consultations, the parties hereto have entered into this
contract (the “Contract”) as represented by the terms and conditions set out
below:
Article
1 Scope
of
Guaranty
The
scope
of guaranty shall be as defined in Subsection 1 below:
|
1.
|
The
principal, interest, compound interest and penalty interest of all
the
debts (including contingent debts) undertaken by the Debtor in the
Master
Contract as well as the expenses incurred by realization of creditor’s
right. The maximum limit of debt principal is RMB 50
million.
|
|
2.
|
In
case the guaranty is provided according to a certain percentage share,
the
scope of guaranty is the debts (including contingent debts) that
should be
undertaken by the Debtor under the Master Contract, which amount
to a
principal of (converted to)
/ (in
words)
/ and
the related interest, compound interest, penalty interest and expenses
incurred by realization of creditor’s right. So long as the debts under
the Master Contract remain outstanding, Party A shall have the right
to
require Party B to bear guaranty responsibility to the extent of
the
balance of debts within the afore-mentioned scope of guaranty.
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|
3.
|
_______________/___________________.
|
1
The
expenses incurred by realization of creditor’s right include without limitation
notification costs, fees of service, commission of survey, lawyer’s fee, legal
cost, travel expenses, evaluation cost, auctioneer’s fee, attachment fee and
enforcement charges.
Article
2
Guaranty
Term. The guaranty term hereunder shall be from the effective date hereof to
two
years after expiration of the credit extension within the credit term under
the
Master Contract. During the guaranty term, if Party A transfers its creditor’s
right to any third party de jure, Party B shall continue to bear guaranty
liability within the original scope of guaranty.
Article
3
Guaranty
Liability. Party B shall be jointly and severally liable for the repayment
of
all the debts that fall within the scope of guaranty. When the Debtor fails
to
fulfill its repayment obligations that have fallen due, Party A may claim
against the Debtor or against Party B directly in its sole discretion. Party
B
hereby irrevocably authorizes Party A to deduct the amount of the creditor’s
right that has fallen due directly from the bank account of Party B when and
if
the Debtor fails to fulfill its repayment obligations (at the expiration and
earlier expiration of the contract).
Article
4
The
guaranty hereunder is an independent guaranty and shall remain immune to the
guaranty provided by any other guarantor, if any.
Article
5
The
guaranty hereunder is an irrevocable guaranty and shall remain immune to any
agreement or document signed by and between the Debtor and any institution.
It
also shall remain unchanged in any circumstance, including but not limited
to
Debtor’s bankruptcy, insolvency, loss of corporate status or revision of its
articles of association.
Article
6
In the
event that the Master Contract and/or any specific business contract thereunder
becomes invalid or partially invalid in law due to whatever reasons, the Debtor
in the Master Contract shall still discharge all repayment obligations and
Party
B shall still bear guaranty responsibility for the repayment obligations of
the
Debtor in the Master Contract.
Article
7
Representations and Warranties of Party B
Party
B
is legally qualified to enter into and perform this Contract. The signing and
performance hereof have been fully authorized by the board of directors or
other
competent authorities (if such authorization is needed).
Party
B
represents and warrants that all the application information made available
to
Party A is true, legal, valid and free of any major error that deviates from
facts or omission of any major fact.
In
case
of any change to its domicile, mailing address, telephone number, scope of
business or legal representative, Party B represents and warrants to give a
written notice to Party A within ten (10) days after making such change. If
Party B fails to fulfill the above notification obligation, all the notices
and
documents sent by Party A to the original address shall be deemed as having
been
effectively delivered to Party B.
Party
B
is fully aware of and understands the content of all provisions hereof and
has
signed
this Contract as an expression of its true intention.
Article
8
Revision
of Contract
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1.
|
Either
party that needs to change or terminate this Contract shall give
a written
notice to and sign a written agreement with the other party first.
Before
a written agreement is reached on the change or termination hereof,
this
Contract shall remain valid.
|
2
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2.
|
Party
A’s tolerance of Party B shall not be deemed a change or termination
hereof, unless a written agreement of change is reached as described
above.
|
|
3.
|
Before
revising the Master Contract, Party A shall seek the consent of Party
B in
writing and in a timely manner. After granting consent, Party B shall
continue to bear joint and several guaranty liability for the debts
under
the revised Master Contract, except that the revision of the Master
Contract has reduced the debts of the
Debtor.
|
Article
9
Governing Laws and Settlement of Disputes
|
1.
|
This
Contract is concluded in accordance with and governed by the laws
of the
People’s Republic of China.
|
|
2.
|
All
disputes arising out of this Contract or in connection therewith
shall be
settled as agreed in the Master
Contract.
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Article
10
Other
mutually agreed matters:
_____________________________________/_________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
___________________________________
Article
11
This
Contract shall take effect after it is signed and sealed (seal inapplicable
to a
party that is a person) by both parties. This Contract is made out in four
originals, with two being held by Party A, one by Party B and one by the Debtor,
all having equal force and effect.
Seal
of
Party A:
Signature
of Principal or Authorized Agent:
Shenzhen
Development Bank: Shenzhen Aiguo Road Sub-branch
/s/
Fu
Nannan
June
18,
2007
Seal
of
Party B (an institution):
Signature
of Legal Representative or Authorized Agent:
Date:
Signature
of Party B (a person)
Signature
by itself or by its Authorized Agent:
/s/
Pan
Dangyu
June
18,
2007
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