Maximum Guarantee Contract No. 2010 Nan Zui Gao Bao Zi No. YD10-002

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, the debts defined to be the principal creditor's rights guaranteed hereunder, and the interests incurred on the basis 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 creditor's rights, with the specific amount to be determined at the time of settlement.

1.  

The joint liability guarantee.

2.  

The general guarantee.

(1)  

It is duly incorporated and lawfully existing, and has full legal capacity for civil rights and conducts to enter into and perform this Contract;

(2)  

It 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 liabilities as of the date of signing;

(6)  

In case of the circumstances which may affect the financial position and performance ability of the Guarantor, including without limitation, changes of any form in the modes of business such as division, merger, joint management, joint venture with foreigners, cooperation, contracting, reorganization, reform, planned listing, reduction of registered capital, transfer of significant assets or stocks, material liabilities, dissolution, cancellation, applied for bankrupt, or involvement in material litigation or arbitration cases, the Guarantor shall notify the Creditor in a timely manner.

(1)  

The Guarantor is not a group client of the Creditor defined in the Guidelines on the Management of Risks of Credits Granted by Commercial Banks to Group Clients (“Guidelines”).

(2)  

The Guarantor is a group client determined by the Creditor in accordance with the Guidelines. The Guarantor shall timely report to the Creditor the related transactions involving 10% net assets in accordance with Article 17 of the Guidelines, including the relationship between the transaction parties, transaction purpose and nature, amount or proportion, pricing policies (including transactions of no amount or nominal amount).

(1)  

failure to timely assume the guarantee liability in accordance with 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 9.6 hereof, seriously affecting the Guarantor’s financial position and performance ability;

(4)  

winding up, dissolution, cancellation or bankrupt of the Guarantor;

(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 Limited.

(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 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 the amounts in the account opened by the Guarantor with the Creditor with a prior or post notice, to discharge all or partial debts owed by the Guarantor to the Creditor. Undue amounts in the account shall be deemed to be due in advance. If the account currency is different from the currency used by the Creditor for business pricing, conversion shall be made at the rate of exchange settlement and sales applied by the Creditor at the time of deduction.

(8)  

other measures as the Creditor considers necessary.

17.1  

The Guarantor shall not assign any rights and obligations hereunder to the 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  

With prejudice to other provisions of this Contract, this Contract shall be binding upon the parties and the successors and assigns of the parties duly existing.

17.4  

Unless otherwise specified, the parties specify the domicile recorded herein to be the contact address, and undertake to timely notify the other party in writing of any change in contact address.

17.5  

The headings and business name in the Contract are for convenience only, and shall not be used to interpret the provisions of the Contract and rights and obligations of the parties.