Guaranty Contract of Maximum Amount
Shenfa
Longgang E’bao Zi 20070420002o2
Party
A: Longgang Branch, Shenzhen Development Bank (Creditor)
Address:
A1, Xinyazhou Park, Central Town, Longgang District, Shenzhen
Telephone:
00000000 Fax:
00000000
Person
in
charge: Xx Xx Position: President of
Longgang Branch
Party
B: BAK International Limted (Guarantor)
Address:
Flat/RM 1201, 12/F Wing On CTR, 000 Xxxxxxxxx XX, Xxxxxxx, XX
Telephone:
000-00000000 Fax: 000-00000000
In
order
to secure the indebtedness of Shenzhen BAK Battery Co., Ltd. (hereinafter
referred to as Obligor) under the Comprehensive Credit Facilities Agreement
(reference no. Shenfa Longgang Zongzi 20070420002, 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 150 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
Guaranty. 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
documentations 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
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1.
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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.
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2.
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Any
waiver or tolerance of 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.
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3.
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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.
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IX.
Applicable Law and Dispute Settlement
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1.
|
The
execution and performance of this Contract shall be governed by the
laws
of People’s Republic of China;
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2.
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The
method of dispute settlement for this Contract shall be the same
with that
of the Master Agreement.
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X.
This
Contract shall be signed and stamped by both parties (only signature is needed
for party of natural person). This Contract shall become effective upon the
delivery of the pledged collaterals to the Creditor. If the pledge shall be
registered or recorded in accordance with article 78 or 79 of the Guarantee
Law
of People’s Republic of China, this Contract shall become effective upon the
registration or record.
Party
A:
(Company
Chop)
Authorized
Representative: /s/Xx
Xx
Date:
June 21, 2007
Party
B:
(Company
Chop)
Authorized
Representative: /s/Xxxxxxxxx
Xx
Date:
June 21, 2007
