Loan Guarantee Contract
Exhibit
4.14
Contract
No.: [________]
By and
between
Guarantor
(Party A): Shanghai
Ossen Investment Co., Ltd.
Address：
Legal
Representative: Fangping Jiang
And
Creditor
(Party B)：
Feicuiyuan Branch,
Huishang Bank
Address：
Person in
Charge: Xxxx Xxxx
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Contents
Article 1
Representationsand
Guarantees of Party A
Article 2
Types, Amount and Term of Loan of the Main Credit under the
Guarantee
Article 3
Method of Guarantee
Article 4
Scope of
Guarantee
Article 5
Period of Guarantee
Article 6
Rights and Obligations of Party A
Article 7
Rights and Obligations of Party B
Article 8
Liabilities for Breaching the Contract
Article 9
Effectiveness, change, rescission and termination of the
contract
Article
10 Disputes Settlement
Article
11 Miscellaneous
Article
12 Supplementary Provisions
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For the
purpose of guaranteeing the duly performance of the obligations of the borrower
under the loan contract [________]
concluded by and between Ossen (Maanshan) Steel Wire
and Cable Co., Ltd. On [________]
(hereinafter referred to as the “Main Contract”), Party A is willing to provide
the guarantee to Party B. For the purpose of identifying the rights and
obligations of both parties, Party A and Party B agree to conclude the contract
as below in accordance with the Guarantee Law, the Real Property Law and other
applicable laws and regulations.
Article
1 Representations and Guarantees of Party A
|
1.1
|
Party
A has the qualification as a guarantor and may provide the guarantee to
others according to the Chinese
laws.
|
|
1.2
|
Party
A has the adequate capability to undertake the liabilities of guarantee
which will not be relieved or exempted due to any order, change of
financial status or agreement with any
unit.
|
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1.3
|
Party A fully
understands the usage of the loan under the Main Contract and is totally
voluntary to provide the guarantee for the borrower under the Main
Contract, and its meanings under the Main Contract are completely
true.
|
|
1.4
|
Where the borrower
fails to perform the obligations to pay the principal and interest of the
loan and the relevant expenses, Party B may directly claim from Party A
and Party A authorizes Party B to transfer the same from its account
opened in Party B.
|
|
1.5
|
Party A has read all
the articles of the contract. Party A has fully known and understood the
meanings and the legal consequences of all the articles, especially the
indications with underline.
|
|
1.6
|
Party A has completed
all the legal formalities related to guarantee as per the articles of
association of Party A.
|
Article
2 Types, Amount and Term of Loan of the Main Credit under the
Guarantee
2.1 The
main credit guaranteed under the contract is the loan distributed based on the
main contract.
Total
amount is RMB [________] (in
word). The term of loan is from [________] to [________]. In case
of any difference between the actual loan installments, amount, distribution
date and term of use, the contract shall prevail.
Article
3 Method of Guarantee
3.1 The method of guarantee
under the contract is joint and several guarantee.
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Article
4 Scope of Guarantee
4.1 The
scope of the guarantee under the contract include the principal, interest,
compound interest, punishment interest, late fee, liquidated damages, expenses
to realize the credit (including the attorney fees) and other payable
fees.
Article
5 Period of Guarantee
5.1 The
period of guarantee under the contract is two years from the date after the due
date of the loan determined under the Main Contract.
5.2 Where
the loan determined under the Main Contract becomes due by installments, the
period of guarantee of each installment is two years from the date after the due
date of each installment.
5.3 Where
Party B withdraws the loan earlier according to the Main Contract, the period of
guarantee is two years from the date after the date of repayment notified by
Party B to the borrower.
Article
6 Rights and Obligations of Party A
6.1 Where
Party A is involved in any of the following conditions, Party A must timely
notify Party B in case of being a listed company or notify Party B within three
days in writing in case of not being a listed company.
6.1.1
Change of operation scheme: e.g. contracting, lease, joint venture, merger,
acquisition, division, restructuring of shareholding structure and cooperation
with foreign investors.
6.1.2
Change of business scope and registered capital and change of
equity
6.1.3
Deterioration of financial status or being involved in material economic
disputes;
6.1.4
Bankruptcy, business stoppage, liquidation, business suspension for
restructuring, being revoked with business license or being
cancelled.
6.1.5
Change of address, telephone or legal representative
6.2 Where the Main Contract
between Party B and the borrower changes, Party B is not required to obtain the
consent from Party A except for the extension or the increase in the loan amount
and Party A will undertake the joint and several liabilities of guarantee within
the original scope of guarantee.
6.3 Where Party B transfers the
main credit to any third party within the valid term of the contract Party A
will undertake the joint and several liabilities of guarantee within the
original scope of guarantee.
6.4 Where
Party A is involved in division, merger, restructuring of shareholding structure
or other events within the valid term of the contract Party A guarantees to
properly handle all the liabilities of guarantee under the
contract.
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6.5
Within the valid term of the contract, the customer must always keep the various
financial targets required by the bank. Without the permission from the bank,
the dividends to the customer must not exceed a certain proportion of the
after-tax net income and the capital expenditure must not exceed a certain
amount required by the bank. The customer must not apply for credit from other
creditors, not change the clauses of debts with other creditors, not repay other
long-term debts earlier, not provide debt guarantee to other third party and not
mortgage assets to other creditors.
Article
7 Rights and Obligations of Party B
7.1 Where
the credits of Party B fail to be settled in whole or in part upon the
expiration of the main debts, Party B has the right to directly require Party A
to undertake the liabilities of guarantee as per the contract no matter whether
the borrower has provided any guarantee in kind to the debts.
7.2 In
case of any of the following conditions, Party B has the right to notify Party A
in writing to earlier undertake the liabilities of guarantee and Party A must
perform the liabilities of guarantee within 10 days after its receipt of the
said notice.
7.2.1
Party B legally rescinds the main contract as agreed herein;
7.2.2
Party B earlier withdraws the loan as agreed herein.
Article
8 Liabilities for Breaching the Contract
8.1 Where
Party B suffers from any loss or damage due to the fraudulent representations
and statements made by Party A in Article 1 of the contract, Party A must
indemnify Party B for its actual damage or loss.
8.2 Party
A and Party B must fully perform their obligations under the contract after the
contract takes effective. Where either party fails to perform the contract in
whole or in part, the party must undertake the corresponding liabilities for
breaching the contract and indemnify the other party for its losses and damages
so caused.
8.3 Where the contract becomes
invalid by the reasons attributable to Party A, Party A must indemnify Party B
for all of its damages and losses so caused.
Article
9 Effectiveness, change, rescission and termination of the contract
9.1 The
contract takes effective from the date when signed and stamped by Party A and
Party B and terminates when the borrower under the main contract pays off all
the principal, interest, compound interest, late fee, liquidated damages,
indemnification, the expenses to realize the credit (including the attorney fee)
and all the other payable fees.
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9.2
Neither party may change or rescind the contract without consent after the
contract takes effective. In case of any need for change or rescission, the
parties must agree within each other in writing through negotiations. The
Contract remains in effect before the parties reach the written
agreement.
Article
10 Disputes Settlement
10.1
Disputes between Party A and Party B arising out of the performance of the
contract shall be settled by the parties through negotiations. In case of no
agreement may be reached through negotiations, the parties adopt Article [________] to
settle the disputes.
10.1.1 To
submit the dispute to ____ arbitration committee for arbitration.
10.1.2 To
submit to the local court in the place where Party B is located for
settlement.
Article
11 Miscellaneous
11.1
11.2
11.3
Article
12 Supplementary Provisions
12.1 The
original copy of the contract is made in counterparts.
Party A, Party B and ____hold ___ counterpart(s) respectively. All the
counterparts have the same legal force and effect.
Party A:
Shanghai Ossen Investment Co., Ltd (seal)
Legal
Representative:
Date:
[________]
Party B:
Feicuiyuan Branch, Huishang Bank (seal)
People in
Charge:
Date:
[________]
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