Maximum Amount Guarantee Contract (Applicable to guarantee provided by individual)
2010 Edition
Maximum Amount Guarantee Contract
(Applicable to guarantee provided by individual)
 |
上海银行 | ||
| Bank of shanghai |
Maximum Amount Guarantee Contract
(Applicable to guarantee provided by individual)
Contract No.: 2DBSX1781202002102
Guarantor: Xx Xxxxxxx, Xxxx Xxxxxxx ID number: 000000000000000000
33052219640125452X
Registered residence: Changxing County Post code:
Actual residence: Post code:
Home tel: Mobile phone:
Employer: Position:
Address of employer: Post code:
Tel of employer: E-mail:
Creditor: Bank of Shanghai Co., Ltd. Songshan Branch
Principal business location: Post code:
Tel:_________________ Fax:
Legal representative
(or person in charge): Xx Xxxxxxx Position:
Authorized person:______________ Tel:
Contact person:____________ Tel:
E-mail:_______________ Website:
In order to clarify rights and obligations of both parties, Creditor and Guarantor conclude this contract in accordance with Property Law of the People’s Republic of China, Security Law of the People’s Republic of China and other laws, regulations and financial regulatory provisions.
(Note: please make selection from options where there is “o”. Marking “ü” in the “o” indicates the according option is applicable, and marking “X” indicates not applicable.)
Article 1. Main Credit
The Main Credit secured under this Contract is the principal of credit (including principal of borrowing, discount amount, disbursement, etc.) occurred under a series of contracts (hereinafter referred to as “Main Contract”) concluded by Creditor and the Debtor, Zhejiang Changsheng Electric Co., Ltd. during credit occurrence period provided in the Article 2 of this Contract, for business such as comprehensive credit granting, loan, project financing, trade financing, discount, overdraft, factoring, inter-bank lending and repurchase, loan commitment, guarantee, L/C, acceptance of bill, etc. (or a combination of several categories of business).
Article 2. Occurrence Period of Credit
The occurrence period of credit commences on February 16, 2012 and ends on February 16, 2013. Any credit granting business occurring during the above period, whether its maturity date is after the end of such period or not, will bring out the credit secured under this Contract.
Article 3. Maximum Amount of Secured Main Credit
The maximum amount of the balance of the Main Credit secured under this Contract does not exceed:
þ Sixty million (in capitalized words) in RMB (currency);
x / (in capitalized words) in / (currency);
x / (in capitalized words) in / (currency).
Balance of the Main Credit = accumulative outstanding amount of Main Credit – accumulative liquidated amount of Main Credit, and the Guarantor agrees that the above balance is that beyond the equal credit amount which is secured by Debtor or third party’s pledge with deposit, certificate of deposit or national government debt.
If the Main Credit is granted with mixture of RMB and foreign currency, the maximum balance of the Main Credit means RMB balance.
Article 4. Liquidation Term of Debt
Liquidation term of the debt by Xxxxxx is the repayment term provided in the Main Contract mentioned in the Article 1 of this Contract.
Article 5. Guarantee Method
Guarantor provides the joint and several guarantees to Creditor for the secured credit.
Article 6. Scope of Guarantee
| 6.1. | The scope of guarantee covers: the Main Credit’s principal, interest, penalty interest, liquidated damages, compensations as provided in the Article 1 of this Contract, and bank expenses in connection with the Main Credit (including but not limited to (charges for opening L/C, L/C amendment, endorsement of B/L, acceptance, collection, risk undertaking, and notarization fee, registration fee and insurance fee, etc.), and expenses for realization of the credit (including but not limited to payment demanding expense, litigation fee, property preservation fee, enforcement fee, lawyer’s fee, expenses on disposal of collaterals, announcement fee, auction fee, transfer fee, business trip cost, etc.) and other damages caused by Debtor to the Creditor (all of the above can be referred to hereinafter as “the secured credit”). |
| 6.2. | If the scope of guarantee exceeds maximum main credit limit as provided in the Article 3 of this Contract, Guarantor shall still undertake the security liability. |
| 6.3. | If it is provided in the Main Contract that Debtor shall but fails to pay or fully pay the deposit, Guarantor is liable to make such payment instead of Debtor. |
Article 7. Duration of Guarantee
| 7.1. | Duration of guarantee is two years, commencing from the date on which each debt under the Main Contract become mature. In case that the debt under the Main Contract is divided into several parts (such as drawings by installments) and their maturity dates are different from each other, the duration of guarantee shall be two years commencing upon the last Main Credit become mature. If Creditor collects the credit ahead of schedule due to default of Debtor, Guarantor shall also undertake the guarantee liability ahead of schedule. |
| 7.1.1. | Main Credits arising out of loan, project financing, discount, overdraft and inter-bank lending shall become mature on the repayment date agreed in the Main Contracts respectively. |
| 7.1.2. | Main Credits arising out of L/C, Letter of Guarantee (LOG) shall become mature on the repayment date indicated in the Payment Notice issued by Creditor. |
| 7.1.3. | Main Credits arising out of documentary credit for import and export, advance against documentary collection, export invoice discounting and loan package shall become mature on the expiration date of financing provided in the contract. |
| 7.1.4. | If Creditor and Debtor agree on extension of the debt, maturity date of the Main Credit shall be the expiration date of the extended period; and if Creditor announces the debt becomes mature ahead of schedule, the maturity date shall be the announced early expiration date. |
| 7.2. | The period within which Guarantor shall be liable for the deposit which shall be paid or increased by Debtor is two years upon Creditor demanding such payment or increase; if Creditor demands such payment or increase by installments, the period shall be two years upon each installment. |
| 7.3. | In case Debtor fails to liquidate the entire or part of the debt upon expiration of the term, Creditor is entitled to claim liquidation of such debt to the Guarantor. |
Article 8. Sequence of Liquidation
Except for otherwise agreed on by both parties, any payment to Creditor by the Guarantor for undertaking the guarantee liability shall disburse items in the following sequence: (1) expenses and tax due to Debtor under the Main Contract; (2) compensation; (3) liquidated damages; (4) overdue payment interest and penalty interest arising under the Main Contract; (5) interest arising under the Main Contract; (6) principal and other payables under the Main Contract.
Article 9. Representation and Undertaking
| 9.1. | Guarantor represents hereby that: |
| 9.1.1. | Guarantor is a natural person with full civil capacity, and also has the civil capacity to execute and perform this Contract; |
| 9.1.2. | Xxxxxxxxx has obtained necessary authorization to execute and perform obligations under this Contract, and such act does not violate any laws and regulations; execution of this Contract is the real intention of Guarantor himself/herself; |
| 9.1.3. | Performance and enforcement of this Contract will neither conflict with laws and regulations Guarantor is subject to, nor violate any document signed by Guarantor; |
| 9.1.4. | Guarantor does not conceal any mediation, arbitration, litigation, enforcement, claim and other events which may threaten Creditor’s benefit and none of Guarantor’s assets are subject to attachment, lien, freezing and other enforcement measures; |
| 9.1.5. | All the materials and certificates provided by Guarantor to Creditor are of authenticity, legality and validity. |
| 9.2. | Guarantor undertakes hereby that: |
| 9.2.1. | Guarantor will accept and assist Creditor to verify his/her security qualification, authorization, credit status, authenticity of his/her consent to provide guarantee; |
| 9.2.2. | Xxxxxxxxx has acknowledged that his/her security liability may be exceed the maximum amount of Main Credit; |
| 9.2.3. | If there are any other property security for the Main Credit, Creditor may choose to exercise other property security rights or claim to Guarantor for guarantee liability, and Guarantor abandons the right of defense on other property security, security sequence, change of security property and performance sequence of the guarantee under this Contract; |
| 9.2.4. | Guarantor will provide credit reference materials including but not limited to his/her individual income tax return, deposit certificate, personal credit report; |
| 9.2.5. | The guarantee liability of Guarantor will not change along with changes on his/her position, income status and other similar circumstances; |
| 9.2.6. | This Contract will not be terminated along with or affected by death of Guarantor, and Guarantor is willing to undertake liquidation liability with all of his/her heritage or property; Guarantor’s heritage administers and inheritors are bound by the Guarantee Contract; |
| 9.2.7. | During the valid term of this Contract, Guarantor (including common proprietors to his/her properties on the basis of marriage or family relationship) is prohibited to transfer or destroy his/her personal property; |
| 9.2.8. | During the valid term of this Contract, in case Guarantor’s registered residence, actual residence, contact ways, employer, employer’s address, position and other personal basic information change, he/she shall notice in written to the Creditor within three days upon such changes. |
| 9.2.9. | Guarantor shall notice in written to Creditor immediately upon occurrence of the following events: |
| 9.2.9.1. | Guarantor involves or is likely to involve in significant litigation, arbitration, administrative proceeding or other judicial proceeding with adverse impact; |
| 9.2.9.2. | Guarantor suffers serious sickness or significant accidents; |
| 9.2.9.3. | Other events which, to the knowledge of Guarantor, may adversely affect his/her performance of obligations herein. |
Article 10. Realization of Security Rights
| 10.1. | Upon occurrence of the following circumstances, Creditor is entitled to require Debtor liquidate the secured credit within ten working days upon receipt of the notice, which specifies total amount of the secured credit, detail of each credits within the scope of secured credits (including amount, term, category, etc.). The notice shall bind both parties, except that calculation and content in the notice has clear errors: |
| 10.1.1. | Debtor fails to liquidate any debt under the Main Contract mentioned in the Article 1 of this Contract when it is mature; |
| 10.1.2. | Debtor breaches the Main Contract or due to the default of Guarantor, Creditor requires Guarantor undertake guarantee liability; |
| 10.1.3. | Debtor or Guarantor suffers bankruptcy, dissolution, liquidation, or Business License revoked, serious disease, accident, or gets involved in significant civil litigation, criminal litigation, or arbitration which affects the realization of the credit; |
| 10.1.4. | Debtor fails to pay the deposit as required in the Main Contract, and Xxxxxxxxx refuses to pay instead of the Debtor; |
| 10.1.5. | Guarantor breaches his/her representations and undertakings herein or fails to perform other obligations herein; |
| 10.1.6. | Other circumstances which affects realization of the credit. |
Article 11. Rights and Obligations of both Parties
| 11.1. | Rights and obligations of Guarantor |
| 11.1.1. | Guarantor is obliged to, within ten days upon receipt of Creditor’s notice as provided in the Article 10.1 of this Contract, pay the secured credit amount demanded in the notice and determined as per this Contract. |
| 11.1.2. | The guarantee provided by Guarantor under this Contract is of severalty, and if there is any other security provided by third party, Guarantor shall still undertake the entire guarantee liability except as otherwise agreed by Creditor. |
| 11.1.3. | Duties and liabilities of Guarantor under this Contract will not be released or affected by any of the following matters: |
| 11.1.3.1. | Creditor grants a grace period for Debtor to pay off the debt or reconciliates with Debtor on liquidation of the debt; |
| 11.1.3.2. | Any right in connection with Debtor is established, modified or terminated; |
| 11.1.3.3. | Any other security for the secured credit is modified, delayed, becoming mature ahead of schedule, released, or cancelled partly or entirely; |
| 11.1.3.4. | Obligations of Debtor under the Main Contract are affected due to Debtor’s bankruptcy, liquidation, dissolution or being subject to laws, regulations or administrative decrees. |
| 11.1.4. | The Main Contract’s change bilaterally agreed Creditor and Debtor without increasing Guarantor’s guarantee liability, is not necessary to obtain Guarantor’s consent, and Guarantor is not released from the joint and several liability due to that. |
| 11.1.5. | During the valid term of this Contract, without Creditor’s consent, Guarantor is prohibited to provide security for any other third party. |
| 11.2. | Rights and obligations of Creditor |
| 11.2.1. | Creditor is entitled to, at any time, require Guarantor provide references of credit such as individual income tax return, certificate of deposit, personal credit report which may reflect his/her economic status. |
| 11.2.2. | If Guarantor fails to perform obligations herein, Creditor may directly deduct amount from his/her account in Bank of Shanghai Co., Ltd. (including any branches and sub-branches), which is equal to the secured credit. |
| 11.2.3. | The guarantee under this Contract is independent from any other security which Creditor currently holds or may obtain in the future. Creditor may directly exercise security rights as provided in this Contract without exercising other security rights firstly. |
| 11.2.4. | Creditor failing or delaying to exercise any part or all the rights hereunder, or allowing Debtor to delay the repayment shall not be considered as waiver of such rights, except that the Creditor abandons rights hereunder in written. |
Article 12. Validity, Amendment and Termination of Contract
| 12.1. | This Contract will enter into force upon signature of Guarantor, and execution of legal representative (person in charge) or authorized person of Creditor as well as its company seal affixed herein. |
| 12.2. | Upon effectiveness of this Contract, any party herein shall not amend or terminate ahead of schedule, this Contract without the other party’s consent. And any amendment or termination of this Contract shall be valid upon contract concluded by both parties in written on the basis of negotiation. |
Article 13. Severalty of Contract
| 13.1. | This Contract is valid in severalty from the Main Contract, and the invalidity of the Main Contract will not affect this Contract’s validity. Guarantor shall undertake the civil liabilities for Debtor, arising out of the Main Contract becoming invalid entirely or in part. |
| 13.2. | Any provision in this Contract being decided invalid will affect neither the remaining provisions’ validity nor Creditor’s rights hereunder. |
Article 14. Liability of Default
After this Contract enters into force, both parties shall perform obligations herein, any party’s failure to perform all or part of which will result in according liability of default, and the violating party shall indemnify the other party all the loss arising therefrom.
Article 15. Governing Law and Resolution of Dispute
| 15.1. | This Contract is governed by and shall be construed in accordance with Chinese laws. |
| 15.2. | Any dispute arising in connection with performance of this Contract may be resolved by negotiation, or directly filed to the people’s court at Creditor’s location. |
| 15.3. | In the event that this Contract is notarized for enforcement, and Xxxxxx fails to liquidate the entire or part of the debt when it becomes mature, or Creditor demands liquidation of the debt ahead of schedule due to the Debtor’s default, Creditor may directly apply for enforcement. |
Article 16. Force Majeure
Any party, who is not able to perform this Contract due to force majeure, shall notice the other party in written within ten days upon occurrence of the force majeure event as well as provide written evidence issued by the competent authority.
Article 17. Notice and Delivery
| 17.1. | Notice on relevant matters required in this Contract by one party shall be in written and delivered to actual residence or principal business address of the other party. |
| 17.2. | When being sent to address mentioned in the above paragraph, the notice is deemed to be delivered upon receipt with signature by the receiver in case of sent by personal service, or upon receipt of the telegram or fax by the receiver in case of sent by telegram or fax, or on the date of postmark affixed in the registered mail in case of sent by mail. |
Article 18. Unmentioned Matters
Any matter not mentioned herein shall be subject to relevant laws, regulations and financial regulatory provisions of China.
Article 19. Note
| 19.1. | Before execution of this Contract, Xxxxxxxx has made detailed introduction and explanation to provisions herein. Both parties have no doubt on all the provisions and understand the exact legal meaning to provisions on rights and obligations hereunder, and which release or restrict party’s liability. |
| 19.2. | Rights and obligations of Creditor under this Contract may be exercised and performed by Creditor itself or by superior organs which control it. |
Article 20. Supplementary Articles
| 1. | Xxxxxxxxx agrees that, during the valid term of security hereunder, when the holder of commercial acceptance bill honored by Debtor applies discount business to Creditor, the Agreement on Assurance of Discount of Commercial Acceptance Bill and specific Contract on Discount of Commercial Bills shall be considered as the Main Contract referred in this Contract, and the discount amount is included in the guarantee limit and covered in the scope of security hereunder. Xxxxxxxxx agrees to undertake joint and several liabilities for that as provided in this Contract. |
| 2. | Guarantor agrees that, in case of opening L/C, LOG or Standby L/C (SLC) by Creditor upon request of Debtor, amendment to such L/C, LOG or SLC agreed by Creditor and Debtor will not be subject to consent of or additional notice to Guarantor, and such amendment shall be deemed permitted in advance by Guarantor and Guarantor’s security liability will not decrease accordingly due to this. |
Article 21. Counterpart of Contract
Original of this Contract is prepared and executed in duplicate, one for Creditor, one for Guarantor, and / for public notary office. Number of counterparts shall be decided depending on necessity and the counterparts have the same legal effect with the original.
| Creditor: |  |
Guarantor: |  |
Legal representative (person in charge) (personal stamp)
| or authorized person: |  |
Date of execution: February 16, 2012
Location of execution: Songshan Branch of Bank of Shanghai
