Guaranty Contract of Maximum Amount Pledge
No.
Shenfa Longgang E’di Zi 20070420002
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: Xx Xxxxxxxxx (Xxxxxxx)
Address:
BAK Industrial Park, Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxx
Telephone:
00000000 Fax:
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 20050407001, hereinafter referred to
as
Master Agreement) entered into by Creditor and Obligor on 7 April 2005, the
Xxxxxxx agrees to provide its assets to the Creditor as the pledge. 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.
Pledged Collaterals
The
detail information of the pledged collaterals is described in the Statement
of
Pledged Collaterals attached to this Contract.
After
the
Xxxxxxx has pledged the abovementioned collaterals, the Xxxxxxx shall not
transfer such pledged collaterals or allow any third party to use such pledged
collaterals without the approval of the Creditor. In case that the Creditor
and
Xxxxxxx agree to transfer the pledged collaterals, the payment received by
the
Xxxxxxx from such transaction shall be used to settle the indebtedness owed
to
the Creditor in advance to expiry or be deposited in a third party designated
by
both parties.
III.
The
Creditor is entitled to dispose of the pledged collaterals by means of
settlement of the indebtedness in kind, auction or sale and use the payment
derived from such disposal to repay the indebtedness owed to it if any of the
following occurs:
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(1)
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The
Obligor fails to pay its debts upon maturity of such debt (as originally
agreed or put forward);
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(2)
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The
legal successor of the Xxxxxxx or the legatee of the Xxxxxxx refuse
to
perform their obligations;
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(3)
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The
Obligor is declared dissolved or
bankrupt;
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(4)
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The
value of the pledged collaterals is likely to be obviously decreased
so
that the interest of the Creditor is endangered and the Xxxxxxx fails
to
provide additional collateral as requested by the
Creditor;
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(5)
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Other
events which may have negative impact upon the realization of the
Creditor’s rights under the Master
Agreement.
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IV.
Undertakings and Representations of the Xxxxxxx
The
Xxxxxxx 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
Xxxxxxx undertakes that all application materials submitted by it to the
Creditor are truthful, lawful, effective and with no serious errors or
omissions. The Xxxxxxx has the lawful and undisputed right to pledge the pledged
collaterals under this Contract. The execution and performance of this Contract
by the Xxxxxxx do not violate any other contracts entered into or being
performed by the Xxxxxxx.
The
Xxxxxxx 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
Xxxxxxx 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
Xxxxxxx has fully understood all provisions of this Contract and both parties
execute this Contract of their free will.
V.
The
guaranty of pledge provided by the Xxxxxxx is independent from and shall not
be
replaced by any other guaranty provided by other guarantors.
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 Xxxxxxx shall perform
its obligation of guaranty for the Obligor’s obligation of repayment in
accordance with this Contract.
VII.
The expenses incurred during the course of execution and performance of this
Contract by both parties such as notarial or testimonial fee, registration
fee,
auction or sell cost etc. shall all be born by the Xxxxxxx.
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 Xxxxxxx immediately. The Xxxxxxx 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 Xxxxxxx 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.
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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.
XI.
The
Guaranty Contract of Maximum Amount Pledge (reference no. Shenfa Longgang E’di
Zi no.20060329001) ceases to be effective after this Contract become effective.
XII.
This
Contract has four originals. The Creditor shall retain two originals and the
Guarantor and Business Administration Bureau shall each retain one original.
Each original shall have the same legal effect.
Party
A:
(Company Chop)
Authorized
Representative: /s/
Xx
Xx
Date:
June 20, 2007
Party
B:
(Company
Chop)
Authorized
Representative: /s/Xxxxxxxxx
Xx
Date:
June 20, 2007
Exhibits:
Statement
of Pledged Collaterals(1)
Pledge
contract no. Shenfa Longgang Ezhizi 20070420002
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Name,
Quality and Quantity of the Pledged Collaterals
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RMB
150 million of battery cells
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Title
and Title Certificate
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Shenzhen
BAK Battery Co., Ltd
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Place
of the Pledged Collaterals
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BAK
Industrial Park, Kuichong Street, Longgang District,
Shenzhen
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Ownership
of the Pledged Collaterals
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100%
owned by Xxxxxxx
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Other
issues
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N/A
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Mark
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N/A
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The
Xxxxxxx undertakes that the above statement is truthful. The Xxxxxxx shall
bear
the joint and several liability for the indebtedness of the Obligor under the
Master Agreement if the pledge is invalid or the value of the pledged
collaterals is not sufficient to cover the indebtedness due to false statement
by the Xxxxxxx.
Statement
of Pledged Collaterals(2)
Pledge
Contract number: is Shenfa Longgang edi zi NO.20070420002.
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Name,
Quality and Quantity of the Pledged Collaterals
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2554
sets of equipments and machines
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Title
and Title Certificate
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Shenzhen
BAK Battery Co.,Ltd
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Place
of the Pledged Collaterals
|
BAK
Industrial Park, Kuichong Street, Longgang District,
Shenzhen
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Value
of the Pledged Collaterals
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RMB
138.04 million yuan
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|
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Ownership
of the Pledged Collaterals
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100%
owned by Xxxxxxx
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Other
issue
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Pledge
Registration No.[05] Xxxx Xxxxxxxxx Xxxxxx No. 77
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Remark
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N/A
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The
Xxxxxxx undertakes that the above statement is truthful. The Xxxxxxx shall
bear
the joint and several liability for the indebtedness of the Obligor under the
Master Agreement if the pledge is invalid or the value of the pledged
collaterals is not sufficient to cover the indebtedness due to false statement
by the Xxxxxxx.
