Individual Maximum-Amount Guarantee Contract
Exhibit
4.27
Contract
No: Jianmei Individual Maximum-Amount 2009001
Guarantor
(Party A): Xx Xxxxxxxx and Xxxx Xxxxx
ID Card
No.: Xx
Xxxxxxxx 33010619680801010015
Xxxx Xxxxx 332627197007010088
Domicile:
Xx. 00 Xxxxxxxxx Xxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx
Zip
code:
Tel:
0000-0000000
Fax:
0000-0000000
Creditor
(Party B): China Construction Bank Corporation, Meishan Branch
Domicile:
Xx. 000 Xxxxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx
Zip Code:
620010
Responsible
person: Xxxxx Xxxxxx
Tel:
0000-0000000
Fax:
0000-0000000
Whereas
Party B has granted the credit lines for the first, third and fifth item listed
below to Sichuan ReneSola Silicon Material Co., Ltd (hereinafter referred to as
the “Debtor”) and during the period from January 24th 2009 to
January 23rd 2014
(the “Debt Forming Period”) has signed and/or will sign RMB Loan Contract,
Foreign Exchange Loan Contract, Bank Acceptance Agreement, Issuing Letters of
Credit Contract, Opening Guarantee Agreement, Trade Financing Credit Lines
Contracts and/or other legal documents with the Debtor (the above-mentioned
contracts, agreements and/or other legal documents signed during the Debt
Forming Period hereinafter referred to as the “Main
Contracts”):
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(1)
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Granting
RMB/foreign currency loan;
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(2)
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Accepting
commercial bills;
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(3)
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Opening
letters of credit;
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(4)
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Issuing
letter of guarantee;
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(5)
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Providing
import and export trade financing (including but not limited to opening
letters of credit, trust receipt loans and overseas payment
etc.)
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(6)
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Other
loan business: None
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Party A
is willing to provide the Debtor with maximum amount mortgage for the series of
liabilities under the Main Contracts. Pursuant to relevant laws and regulations,
both parties agree to enter into this Contract through negotiation for the
purpose of common observation and implementation.
Article 1
Scope of guarantee and the maximum claim limit
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(1)
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The
guarantee scope under this Contract shall be the overall liabilities under
the Main Contracts, including without limitation the principal, interest
(including compound interest and penalty interest), liquidated damages,
compensation, other fares the debtor shall pay to Party B (including but
not limited to the relevant procedure fees, telecommunication charges,
miscellaneous fees or expenses, relevant bank fees that occurs when the
beneficiary refuses to assume under the letters of credit), the
realization expenses of Party B’s creditor’s rights and guarantee rights
(including but not limited to litigation fees, arbitrations fees, property
preservation fees, travel expenses, execution fees, evaluation fees, lot
money, notarization costs, delivering fees, notice fees and attorney’s
fee, etc).
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(2)
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The
maximum amount of the guarantee liabilities under this Contract is up to
RMB nine hundred million. In case Party A fulfills part of the guarantee
obligations under this Contract, the maximum amount shall be deducted with
the fulfilled amount.
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(3)
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If
the formation time of the loan, advance, interest, expenses or other
creditor’s rights of Party B exceeds the Debt Forming Period, the above
mentioned debts shall still be included in the scope of the guarantee. The
expiry date of the debt implementation period shall not be subject to that
of the Debt Forming Period.
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Article 2
Means of guarantee
Party A
provides the joint and several guarantee liabilities.
Article 3
Period of guarantee
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(1)
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The
period of guarantee under this Contract will be calculated separately
according to the single loan business handled by Party B for the creditor,
i.e. the period will begin on the date on which the Main Contract for each
single loan is signed and ends at two years after the expiration of the
period for fulfilling the debts under the Main
Contract.
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(2)
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If
Party B and the debtor enter into an extension agreement regarding the
debt fulfillment period of the Main Contract, the guarantee period shall
end on two years after the expiration of the period for fulfilling the
debts renewed in the extension agreement. The extension on the debt
fulfilling period doesn’t require Party A’ prior consent and Party A shall
still undertake the joint guarantee responsibility for such
debt.
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(3)
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If
the circumstances stipulated by law or the Main Contract occurs and Party
B declares the early maturity of the debt, the guarantee duration shall
end at two years after the early maturity date of the
debt.
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Article 4
The independence of the guarantee contract
This
Contract is independent from the Main Contracts. Any invalidity, partial
invalidity, reversibility, dissolution of the Main Contract shall not affect the
validity of this Contract. If the Main Contract is confirmed invalid, partial
invalid, reversed, or dissolved, Party A shall take joint liability for the
debts formed due to the return of property and compensation of the loss and
damages by the debtor.
Article 5
Modification of the Main Contract
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(1)
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Party
A agrees that if Party B and the debtor enter into or make any
modification of the Main Contract (including but not limited to extending
the fulfillment duration of the debt or increasing the amount of the
principal debt, no consent is required from Party A who will still bear
the guarantee responsibilities within the maximum amount and scope of
guarantee.
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(2)
Party A’s guarantee liabilities shall not be reduced for any occurrence of the
following circumstance:
a.
Restructuring, merger, acquisition, division, increasing or decreasing in
capital, starting a joint venture, co-managing and renaming etc. of Party B or
the debtor;
b. Party
B entrusts a third party to fulfill its obligations under the Main
Contract.
(3) If
the creditor’s rights of the Main Contract are transferred, the guarantee under
this Contract shall be transferred accordingly.
(4) If
the transfer of the creditor’s rights and debts of the Main Contract is
effective, invalid, unenforceable, revoked, or dissolved, Party A shall still
bear the joint guarantee liabilities to Party B according to this
Contract.
Article 6
Guarantee liabilities
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(1)
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If
the debts under any of the Main Contracts are due or Party B declares the
early maturity of the debt according to the Main Contracts or the relevant
laws and that the Debtor fails to full pay the debt or breach other
regulations of the Main Contracts, Party A shall undertake the guarantee
responsibility within the agreed scope
herein.
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(2)
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No
matter whether Party B has got any other guarantee for the debt under the
Main Contracts (including without limitation guarantee, mortgage, pledge,
performance letter, standby letter of credit, etc), no matter when or
whether the above-mentioned guarantee establish or come into effect, no
matter whether Party B has claimed the claim to the other guarantor for
the debt in whole or part, no matter whether any third party agree to
undertake the debt in whole or part under the Main Contracts. And no
matter whether such a guarantee is provided by the debtor itself, the
guarantee liability of Party A under this contract shall not be reduced or
exempted and Party B is entitled to directly require Party B to perform
the obligation as per the Contract. Party A shall not raise any objection
to such a request.
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(3)
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If
the maximum guarantee hereunder in the Contract is lower than the actual
claim amount formed under the Main Contracts and the claim has not been
cleared in full after Party A perform the guarantee obligations, Party A
undertakes that the claim of its right of recourse or right of subrogation
to the debtor shall damage any interest of Party A and agree that the debt
under the Main Contracts shall be settled prior to the exercise of its
right of recourse or right of subrogation. To be specific, before the
creditor’s right of Party B has been
realized,
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A.
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Party
A agrees not to claim the right of recourse or right of subrogation to the
debtor or any other guarantor. If Party A has exercised the above right
for any reason, Party A shall use the collected amount to pay the unpaid
debt owe to Party B as a priority
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B.
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If
the debt under the Main Contracts is guaranteed with property, Party A
agrees not claim for such property or any amount obtained by disposal of
such property for the cause of the right of subrogation or any other
reasons. The above guarantee property and the amount collected shall be
used to pay the unpaid debt owe to Party B as a
priority.
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( 4
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Party
A has been full aware of the interest rate risk. If Party B adjusts the
interest rate, interest calculation or interest settlement method
according to the Main Contracts or the change of national risk rate policy
which results in that the interest, penalty interest or the compound
interest the Debtor shall pay would increase. For the increased amount,
Party shall undertake a joint guarantee
liability.
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( 5
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If
in addition to the debts under the Main Contracts, the Debtor also owes
other due debt to Party B, Party B is entitled to transfer any amount in
RMB or other currency in the account of the Debtor opened in China
Construction Bank to pay any due debt. The guarantee liability of Party A
shall not be reduced or exempted due to such a
transfer.
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( 6
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If
Party A provides guarantee for the debt on financing import and export
trade of Party B, no matter whether Party B has the right to dispose or
has not disposed the relevant documents and/or commodity under the Main
Contracts, no matter whether the background contract for applying such a
trading financing has any dispute or fraud, and no matter whether Party B
has exploited other rights or remedies under the Main Contracts, Party A
shall fulfill its guarantee obligation under the Contract and no objection
shall be raised.
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Party A
confirms that it doesn’t need its prior approval when Party B or the Debtor
accepts any discrepancy between the documents and the clause in letter of Credit
or between different documents. Party A shall not apply for liability exemption
based on the reason that the acceptance of such discrepancy by Party A or the
Debtor is without its approval.
Article 7
Other liabilities of Party A
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(1)
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Party
A shall monitor the Debtor on the loan use circumstance (including the use
purpose)
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(2)
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Party
shall honestly provide the documents relating to his financial statement,
personal credit etc. and guarantee that such documents are exact, true,
compete and effective. Without Party B’s written consent, Party A shall
not provide to any third party the guarantee beyond his
affordability.
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(3)
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If
Party A changes his nationality, residence place, marital status, has
serious disease, is imposed with administrative or criminal penalty, get
involved in significant civil legal dispute or incur the financial
situation deterioration, Party A shall notify Party B immediately and as
per Party B’s request ensure the undertaking, transfer, succession of the
guarantee liability under the Contract or provide new guarantee for the
performance of the Main Contract acceptable for Party
B.
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(4)
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The
enterprise for which Party A is the controlling shareholder or actual
controller has incurred merger, acquisition, division, shareholding
change, increasing or decreasing in capital, starting a joint venture,
co-managing and renaming etc, Party A shall in time inform Party
B.
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Article 8
Other liabilities of Party A
(1)
Deduction of the amount payable
Party B
shall be entitled to deduct directly all the amounts payable under this Contract
from the account opened by Party A at the Construction Bank System in RMB or
other currencies without noticing Party A in advance. In case the exchange
settlement and foreign exchange transaction procedure are needed to be
completed, Party A shall assist Party B in completing these formalities and the
exchange rate risk shall be borne by Party A.
(2) The
use of the information of the Borrower
Party A
agrees that Party B may inspect Party A’s credit status from the credit database
established under the approval of the Construction Bank of China and credit
departments or from relevant organizations and departments and may provide the
information of Party A to the credit database mentioned above. Party A agrees
that Party B may properly use and disclose the information of Party A due to
business needs.
(3)
Collection through public announcement
In case
Party A breaches the Contract, Party B is entitled to report to the relevant
authority on the act of breach and make such act(s) public in the mass
media.
(4)
Evidence effect of the records of Party B
Unless
there is reliable and definitive adverse proof, the internal accounting records
relating to the principal, interest, expenses and repayment records, the
supporting documents and vouchers made or preserved by Party B generated during
going through business procedure of drawing, loan repayment and interest payment
shall serve as the effective evidences of the debtor-creditor relationship under
the Main Contracts. Party A shall not raise an objection only because the
above-mentioned records, supporting documents, vouchers are unilaterally made or
preserved by Party B.
(5)
Retention of rights
The
rights of Party B under this Contract shall not effect or exclude other rights
entitled under the laws and regulations and other contracts. Any forbearance,
extension or favor granted on the contract breach or delay or any delay by Party
B in exercising any of its rights under this Contract shall not be considered as
a waiver of the rights and interests under this Contract, or the permission or
approval of the behavior violating the stipulations of this Contract, or limit,
prevent or hinder the continuing exercising of the rights thereof or the
exercising of any other rights, or results in any obligations and
responsibilities Party B undertakes to Party A.
Even if
Party B fails to or delays to exercise any rights under the Main Contracts or
has not exploited all the remedies under the Main Contract, Party A’s guarantee
liability shall not be reduced or exempted accordingly. However, if Party B
reduces or exempts any debts under the Main Contracts, the guarantee liability
of Party A under this Contract shall be reduced or exempted
accordingly.
(6)Dissolution
or Bankruptcy of the Debtor
When
Party A knows that the Debtor has come into dissolution or bankruptcy procedure,
Party A shall immediately advise Party B to declare the claims and at the same
time have itself in time take part in the procedure and exercise the right of
subrogation in advance. If Party A knows or should have known that the Debtor
has come into dissolution or bankruptcy procedure, but fails to exercise the
right of subrogation in advance in good time, any loss incurred shall be borne
by Party A.
In spite
of the stipulations in the second clause under Item 5 of this Article, during
the Debtor’s bankruptcy procedure, if Party B and the Debtor have reached a
composition agreement or have agreed to a restructuring plan, the right of Party
B under this Contract shall not be damaged due to such an agreement or the
agreed restructuring plan and Party A’s guarantee liability shall not be reduced
or exempted due to the above reasons. Party A shall not defend the claim of
Party b with the stipulations in the contract or restructuring plan reached
between Party B and the Debtor. For any debts which can’t be settled due to the
compromise Party B has made to the Debtor in a composition agreement or a
restructuring plan, Party B is still entitled to claim to Party A for
settlement.
(7) Party
A shall notify Party B in writing of changes of the address or contact
information. If it fails to notify in time, the loss caused thereby shall be
undertaken by Party A.
(8)
Dispute Resolution
Any
dispute arising from or out of the performance of this Contract shall be
resolved by both parties through amicably negotiation. If no agreement can be
reached through consultations, the disputes shall be resolved through the means
in Item (1) below:
A. Legal
action at the court of jurisdiction over the area where Party B is
located;
B.
Application for arbitration with ________ Arbitration Commission (Place of
Arbitration ____) in accordance with the arbitration rules effective at the date
of application. The arbitral award will be final and binding upon the two
parties concerned.
During
the course of legal action or arbitration, the parties should continue to
perform the terms that are not involved in the dispute.
(9).
Effectiveness
This
Contract shall become effective after it is signed and sealed by the legal
representatives or authorized signatories of Party A and Party B.
(10).
This Contract shall be made in four
copies.
(11)
Miscellaneous: none
Article 9
Representation and Warranty of Party A
(1).
Party A has got a comprehensive and accurate understanding of business scope and
extent of authorization of Party B;
(2).
Party A has read all the provisions of this Contract and the Main Contracts;
Party B has made the clarification or explanations in response to the request by
Party A; and Party A has got a complete and accurate understanding of all the
provisions of this Contract and the corresponding legal
consequences.
(3) Party
A has the legal qualification for acting as a guarantor
(4) Party
A has been fully aware of the Debtor’s situation in term of asset, debt,
operation, credit, reputation etc, all the content of the Main Contracts, and on
whether the Debtor has the qualification and authorization for entering the Main
Contracts.
Party A
or Authorized Representative (Signature) : /s/Xxxxxxxx Xx, /s/Xxxxx
Xxxx
Date:
January 24th,
2009
Party B
/Seal/
Legal
representative or Authorized Representative (Signature): /s/ Xxxxx
Xxxxxx
Date:
January 24th,
2009