Maximum Guarantee Contract No. 2010 Nan Zui Gao Bao Zi No. YD10-001

3.1  

The maximum balance of the principal of the creditor's rights guaranteed hereunder shall be:

3.2  

On the expiration date of the effective period of the principal creditor's rights as defined in Article 2 hereof, if the debts defined as guaranteed principal creditor's rights hereunder, the interests arising out of the principal of such principal creditor's rights (including statutory interest, agreed interest, compound interest, penalty interest), penalty, damages, costs for realizing the creditor's rights (including but not limited to litigation costs, attorney fees, notary fees, enforcement fees, etc.), the Creditor's losses and all other payable expenses attributable to the default of the Debtor, shall be deemed as guaranteed principal creditor’s rights, with the specific amount to be determined at the time of settlement.

(1)  

The Guarantor has full legal capacity for civil rights and conducts to enter into and perform this Contract;

(2)  

The Guarantor fully understands the contents of the Main Contract, entry into and performance of this Contract represent the true intent of the Guarantor, and it has obtained legal and effective authorization according to the requirements of its articles of association or other internal management documents.

(3)  

All documents and materials provided by the Guarantor to the Creditor are accurate, true, complete and effective;

(4)  

The Guarantor accepts the supervision and examination by the Creditor on the production and operation and financial position of the Guarantor, and will give assistance and cooperation;

(5)  

The Guarantor does not conceal to the Creditor its material direct liabilities or contingent liabilities as of the date of signing;

(6)  

Up to the conclusion of this contract, the Guarantor has no and not participated in gambling, taking drugs or other illegal behaviors during guarantee.

(7)  

In case that any condition may affect financial status of the Guarantor or his/her performance capability occurred, including but not limited to: significant failure of investment, to be treated as Defendant or Respondent in any litigation or arbitration, to suffer from attachment of certain property by the court or other authorities, to bear significant direct liabilities or contingent liabilities, to suffer from great changes to personal property resulting from the change of marriage status or execution of any agreement concerning family property, to suffer from great negative change to near relatives and to plan to emigrate overseas, etc. The Guarantor shall notify Creditor in written immediately.

1.  

Any of the following circumstances will constitute or be deemed as an event of default by the Guarantor hereunder:

(1)  

failure to timely assume the guarantee liability stipulated in this Contract;

(2)  

false representations in this Contract or breach of its warrants made in this Contract;

(3)  

occurrence of the events described in Article 7 hereof which seriously affect the Guarantor’s financial position and performance ability;

(4)  

There is any bad record of the Guarantor in individual credit database of the People’s Bank of China or other social credit rating systems;

(5)  

breach of other provisions of this Contract on the rights and obligations of the parties;

(6)  

events of default by the Guarantor under other contracts with the Creditor or other branches of Bank of China.

(7)  

the Guarantor loses performance capacity fully or in partial, or be punished criminal punishment legally above fixed-term imprisonment

2.  

In case of the events of default specified in the preceding paragraph, the Creditor shall have the right to separately or simultaneously take the following measures as the case may be:

(1)  

require the Guarantor to correct its breaches within the time limit specified;

(2)  

wholly or partially reduce, suspend or terminate the credit facility amount granted to the Guarantor;

(3)  

wholly or partially suspend or terminate acceptance of the Guarantor’s business application under other contracts; wholly or partially suspend or terminate release and handling the unreleased loan, and unhandled other trading financing;

(4)  

declare the principal and interests of the Guarantor on the outstanding loan/trading financing amounts under other contracts as well as other accounts payable are wholly or partially due with immediate effect;

(5)  

terminate or cancel this Contract, wholly or partially terminate or cancel other contracts between the Guarantor and the Creditor;

(6)  

require the Guarantor to indemnify for the losses of the Creditor arising from its breach;

(7)  

deduct and withdraw money from the account of the Guarantor opened under Creditor for discharge principal creditor’s debts only with notification sent before or after. Any undue payment in such account shall be deemed as becoming due in advance, and for the difference of currencies between the account and the Creditor, it shall be converted based on list price of exchange available to the Creditor while deducting and withdrawing such money.

(8)  

apply for departure of the Guarantor limited by relevant authority according to national management rules on entry or exit;

(9)  

other measures as the Creditor considers necessary.

1.  

Between the Guarantor and his/her spouse: ■no agreement or convention concerning family property existed/ □has, and □not provide/□ provided;

2.  

For any breach of major contract guaranteed, the Guarantor and his/her spouse are willing to undertake joint liabilities depending on the Guarantor’s personal property and his/her family property according to the agreement.

17.1  

The Guarantor shall not assign any rights and obligations hereunder to any third party without the written consent of the Creditor.

17.2  

If the Creditor must entrust other branches of Bank of China Limited to perform the rights and obligations hereunder due to the business need, the Guarantor hereby approves. Other branches of Bank of China Limited authorized by the Creditor shall have the right to exercise all rights hereunder, and to lodge a lawsuit or refer to the arbitration commission in respect of the disputes hereunder.

17.3  

Unless otherwise stipulated, the mailing addresses specified by each Party herein are the receiving addresses of correspondences. Both Parties promise, if such addresses changed, to inform the other Party new receiving addresses in written. All matters related to the performance of this contract shall be informed each other by means of the latest contact methods recorded. In case of using mails, the third day after sent by the Notify Party shall be presumed as delivered to the Receiving Party.