Maximum Debt Guarantee Contract between SD Group and Xiaoshan Agricultural Bank of China for Hangzhou Shengming
SD Group agrees to act as guarantor for Hangzhou Shengming's debts to Xiaoshan Agricultural Bank of China, covering up to RMB 30 million for loans or indebtedness incurred between December 30, 2009, and December 22, 2010. The guarantee includes principal, interest, penalties, damages, and legal costs. The guarantee remains valid for two years after the debt term ends. SD Group must notify and obtain written consent from the lender before making significant business changes or providing guarantees to others. Disputes will be resolved in a court where the lender is located in China.
Exhibit 10.28
Maximum Debt Guarantee Contract
(English Summary)
| Date of Signing | Dec 30, 2009 |
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| Contract No | 33905200900065944 |
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| Parties to Contract | SD Group as Guarantor and Xiaoshan Agricultural Bank of China as Lender |
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| Guarantee | Hangzhou Shengming |
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| Guaranteed Maximum | RMB 30,000,000 million |
| Amount |
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| Guaranteed loan | any indebtedness incurred by Hangzhou Shengming to Lender during the term of Dec 30, 2009 and Dec 22, 2010 |
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| Guaranteed Scope | The principal, interests, penalty interests, compound interest; liquidated damage, damage, litigation cost and attorney fee rising from any the realization of the debt of the relevant indebtedness. |
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| Term | Two years after the expiration of the term of the relevant indebtedness |
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| Undertakings | We list below some material undertakings: |
| Guarantor must give 15 day prior written notice to Lender and obtain Lender’s prior written consent when: | |
| - Guarantor alters its capital structure or business mode, or | |
| - Guarantor provides guarantee to any third party or create encumbrance over its assets or equity for itself or any third party in a manner that may affect its performance under this contract. | |
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| Dispute Resolution | PRC court where Lender locates |
