MaximumAmount Guarantee Contract HANGZHOU BRANCH of HUA XIA BANK CO.,LTD.
Prepared under supervision of the headquarters of Hua xia Bank
Maximum Amount Guarantee Contract
HANGZHOU BRANCH of HUA XIA BANK CO., LTD.
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Maximum Amount Guarantee Contract
No.:HZ07GB20110054
Party A (Guarantor): Zhejiang Chisen Glass Company Limited
Address: Meishan Economic Development Zone of Changxing County, Zhejiang Province
Zip Code: 313100
Legal Representative: Xu Keping
Tel: 0572 ###-###-####
Fax: 0572 ###-###-####
Bank of Basic Account: Meishan Sub-branch of China Construction Bank
Account Number: 33001647240056008088
Party B (Creditor): Zhijiang Branch of Hangzhou city of Hua Xia Bank Co., Ltd.
Address: No.218, Qingchun Road, Hangzhou
Zip Code: 310006
Legal Representative/Person in Charge: Zhu Xiumin
Tel: 0571-87709288
Fax: 0571-87709279
In accordance with Security Law of the People’s Republic of China and other relevant laws and regulations, Party B will, within the provided period hereby, consecutively establish several credits under the Main Contract with the debtor, Zhejiang Chisen Electric Co., Ltd. (hereinafter referred to as “Main Contract Debtor”), and Party A will provide guarantee to Party B as a security for the above credits (hereinafter referred to as “Main Credit”) within the maximum amount of the credits. In this case, Party A and Party B, on the basis of negotiation, hereby conclude this Contract.
Article 1. Category of the Secured Main Credit, Maximum Credit Amount and Occurrence Period of the Credits
1.1. Form of the Main Contract under this Contract. Please select the applicable one from the following options:
þ Party B and Main Contract Debtor execute the Maximum Amount Financing Contract No. HZ07 (Financing) 20110011. Such contract and specific business contract under it will be referred to as Main Contract in this Contract;
x Party B and Main Contract Debtor, within the occurrence period of main credits as provided in the Article 1.4 of this Contract, consecutively execute several_________, which are all Main Contracts mentioned in this Contract.
1.2. Category of the business in connection with main credits secured by Party A is the same as provided in the Main Contract.
1.3. The maximum credit amount secured under this Contract is: sixty million only (capitalized amount) in RMB (currency) (if the credit is in different currency, the amount shall be decided using exchange rate published by Party B on the date the credit occurs).
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The maximum credit amount means the balance of principal of the maximum main credit, in details as follows:
1.3.1. The entire principal amount under usage and not paid off by Main Contract Debtor at any time (if the business under the Main Contract is Letter of Credit (L/C), Bank Acceptance Bill or Letter of Guarantee (LOG) and Shipping Guarantee, the amount shall be the outstanding but not settled business balance) which does not exceed the above limit. However, within the above limit, Main Contract Debtor may apply for circularly using the principal amount which has been paid off;
1.3.2. The maximum credit amount is the maximum limit of the main credit’ s principal, and Party A agrees to undertake the liability arising out of the guarantee for the interest, penalty interest, expenses and other due payables within the scope provided in the Article 2 of this Contract, on condition that the principal does not exceed the above limit.
1.4. Occurrence period of main credits under security of this Contract is from November 14, 2011 to November 14, 2012. Detailed meaning of this Article is as follows:
1.4.1. In case that the provided business category in the Main Contract is borrowing, the date on which each borrowing is actually provided shall not later than expiration date of such period;
1.4.2. In case that the provided business category in the Main Contract is bill acceptance/L/C /LOG (or shipping guarantee), the date on which Party B accepts the draft/opens the L/C/opens the LOG (or shipping guarantee) is not later than the expiration date of such period;
1.4.3. The due date of each credit shall be determined as per specific provisions of those business contracts, and not subject to whether such period expires or not.
Article 2. Scope of Guarantee
2.1. The scope of guarantee provided by Party A covers the main credit’s principal, interest, overdue interest, penalty interest, compound interest, liquidated damages, compensations, expenses incurred to Party B for realizing the credit (including but not limited to litigation fee, arbitration fee, property preservation fee, announcement fee, evaluation fee, appraisal fee, auction fee, business trip cost, communication cost, and lawyers’ fee, etc.) and other payables due to Main Contract Debtor.
2.2. All the expenses covered in the above scope, except for the principal, will be attributed to Party A’s guarantee liability, other than the maximum credit amount secured under this Contract.
Article 3. Determination of the Secured Credit and the Guarantee Method
3.1. The credit secured under this Contract may be determined upon any one of the following circumstances:
3.1.1. The occurrence period as provided in the Article 1.4 of this Contract expires;
3.1.2. The creditor under the Main Contract announces, in accordance with laws and regulations, or provisions in the Main Contract, that all the credits under the Main Contract become mature ahead of schedule;
3.1.3. Other circumstances stipulated by laws and regulations under which the secured credit can be determined.
3.2. Determination of credit secured under this Contract will bring out the following effects:
3.2.1. Upon determination of credit secured under this Contract, all the credits under the Main Contract which have not been paid off, whether such credits are due or not, or subject to additional precondition or not, shall be attributed to the scope of secured credit;
3.2.2. Upon determination of credit secured under this Contract, all the amount other than the principal, provided in the Article 2 of this Contract, whether it occurs or not, shall be attributed to the scope of secured credit;
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3.3. Party A’s guarantee shall be joint and several. From the date on which the secured credits are determined until all the secured credits are paid off, Party B is entitled to directly claim to Party A, and Party A shall immediately liquidate the due debt in case Main Contract Debtor fails to pay off the debt as provided.
3.4. If besides the security under this Contract, there is any other kind of security under the Main Contract (including but not limited to the property security provided by Main Contract Debtor to Party B), Party B is entitled to the priority to exercise the right hereunder by claiming the joint and several liability of Party A; the guarantee liability undertaken by Party A to Party B will neither be affected by any other security, nor be subject to Party B claiming to any other guarantors or filing the case to litigation/arbitration/statutory enforcement. In the event that Party B, due to any reason, abandons or changes the property security provided by Main Contract Debtor or changes the sequence of such several securities which results in release or reduction of priority of compensation under the above property security, Party A agrees that its guarantee liability under this Contract will not be released or reduced along with that.
3.5. If Party A provides security for only part of the credit under the Main Contract, liquidation of part of the main credit will not reduce or release Party A’s security liability accordingly, and Party A shall still guaranty balance of the debt under the Main Contract within the secured amount limit which it is committed to under this Contract.
Article 4. Duration of Guarantee
4.1. Duration of guarantee by Party A is two years, with the commencement date determined as follows:
4.1.1. If the date on which any debt’s liquidation period expires is earlier than or the same as that when the secured credit is determined, the commencement date of duration of guarantee by Party A for such debt shall be the date on which the secured credit is determined.
4.1.2. If the date on which any debt’s liquidation period expires is later than that when the secured credit is determined, the commencement date of duration of guarantee by Party A for such debt shall be the date on which such debt’s liquidation period expires.
4.2. “The date on which the debt’s liquidation period expires” in the above paragraph means the maturity date for each debt in case Main Contract debt pays off the debt on account, and the maturity date ahead of schedule announced by the creditor as provided in the Main Contract.
4.3. As for L/C, bank acceptance bill, LOG and shipping guarantee under the Main contract, the date on which Party B pays the amount thereunder shall be considered as the debt’s maturity date.
Article 5. Party A’s Rights and Obligations
5.1. Party A warrants that it was legally incorporated and is duly existing, and has the legal qualification and liquidation capacity to act as guarantor as required by laws, and is willing to provide and undertake guarantee liability with assets it owns or it has right to dispose.
5.2. Party A warrants that it has been approved by its superior competent authorities, or its power organs such as board of directors, board of shareholders, general meeting of shareholders and obtained necessary authorization to execute this Contract, as required by laws and its Articles of Association.
5.3. Party A warrants that executing and performing this Contract will violate neither provisions or agreements which Party A and its assets are subject to, nor security agreements or other agreements signed by Party A with others, nor any other documents, arrangements and commitments which Party A is subject to.
5.4. All the documents and materials provided by Party A to Party B are of authenticity, accuracy, legality and validity.
5.5. Party A understands and agrees all provisions in the Main Contract, on the basis of which it is willing to provide guarantee to Main Contract Debtor and liquidate the debt instead of Main Contract Debtor as provided herein.
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5.6. In case the Main Contract mentioned in this Contract is Bank Acceptance Agreement, Party A warrants that any bill or non-bill dispute arising between Main Contract Debtor and holder, endorser of acceptance draft or other involved parties will not affect guarantee liabilities of Party A to Party B under this Contract.
5.7. Party A warrants that within the term of this Contract, it will not provide any other security which is beyond its security capacity to any third party.
5.8. Party A warrants that within the term of this Contract, it will offer financial statements such as balance sheet, income statement and cash flow statement, upon request of Party B, and accept Party B’s inspection and supervision to its production and operation activities and financial position.
5.9. During the term of this Contract, Party A shall, thirty days before occurrence of events including but not limited to contracting, lease, trusteeship, asset reorganization, debt reorganization, shareholding reform, affiliating with others, consolidation (or merger), separation, assignment of ownership with consideration, join venture (or cooperation), decreasing registered capital, or applying for suspending operation, dissolution (or cancellation), restructure, or reconciliation, bankruptcy, or any change on its own system or legal status, notice Party B in written and implement all the guarantee liabilities under this Contract.
5.10. During the term of this Contract, Party A shall, within three days after occurrence of events including being announced as subject to suspending operation, closing business, dissolution (or cancellation), reorganization, or bankruptcy or be other changes on its own system and legal status, or other circumstances which are sufficient to threaten its own normal operation, or have itself lose security capacity, notice Party B in written.
5.11. In case of any change on its address, name and legal representative, Party A shall notice Party B within seven days in written upon such changes.
5.12. If purpose of the borrowing under the Main Contract is to liquidate the previous borrowings, Party A shall still oblige itself to undertake the guarantee liability.
Article 6. Party B’s Rights and Obligations
6.1. Party B may at any time require Party A to provide financial reports, statements and other materials which may reflect Party A’s operation and credit status.
6.2. If Party A fails to perform obligations herein, Party B may directly deduct amount from Party A’s account in any business organs of Hua Xia Bank, which is equal to due amount Party A shall pay. In case the amount Party B will deduct is in different currency from that of Party A’s bank account, the amount to be deducted shall be calculated at the exchange rate published by Party B on the date when the amount is deducted.
6.3. Party B may execute specific business contract (or agreement) with Main Contract Debt without additional notice to Party A.
Article 7. Liability of Default
7.1. After this Contract comes into force, both Party A and Party B 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 thereout.
Article 8. Effectiveness of Contract
8.1. This Contract shall come into effect upon execution of both parties.
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8.2. Effectiveness of this Contract is separate from that of the Main Contract and will not become invalid upon the Main Contract’s invalidity. If the Main Contract is decided to be invalid, Party A shall undertake joint and several guarantee liability to the debt which arises due to Main Contract Debt’s liability to return assets or compensate the loss.
Article 9. Amendment and Termination of Contract
9.1. Upon effectiveness of this Contract, any party herein shall not amend or terminate this Contract without the other party’s consent.
9.2. If the main debt under this Contract is payment under L/C, Party A confirms that, when the applicant of opening L/C and Party B agrees on amendment of L/C, and if amount under the amended L/C (excluding interest, liquidated damages, compensation and other relevant expense) does not exceed maximum credit amount secured under this Contract, the above amendment can be deemed as agreed by Party A in advance no matter how the amount of L/C and other clauses are changed, and this guarantee contract will be continuously valid and Party A will continue to undertake joint and several guarantee liability accordingly.
Article 10. Resolution of Dispute
10.1. Any dispute arising out of performance of this Contract shall be resolved by negotiation and if failing to resolve by negotiation, both parties may select one of the following methods:
S To file the case to people’s court where Party B is domiciled;
þ To file the case to people’s court where this Contract is executed;
S To submit the dispute to______________arbitration commission for arbitration.
10.2. If the above selected dispute resolution method is different from what is provided in the Main Contract, that provided in the Main Contract shall prevail.
Article 11. Supplementary Articles
11.1. During the term of this Contract, in case Party A’s name, legal representative and address change without sending written notice to Party B, all the instruments sending from Party B to Party A, required in this Contract are deemed to be delivered upon they are sent as indicated in this Contract.
11.2. Other provisions agreed by both parties
11.3. When making options in certain provisions of this Contract, please mark “ü” in the “o” which indicates that this option is applicable, and marking “X” in the “o” which indicates that this option is not applicable.
11.4. One counterpart of this Contract shall be hold by Party A, two counterparts of this Contract shall be hold by Party B and Party shall hold , all the counterparts have the same legal effect.
11.5. Appendixes attached hereto are integral part of and with the same legal effect with this Contract.
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11.6. Party B has taken reasonable measures to invite Party A’s attention to provisions hereunder which release or restrict Party B’s liability and make clarification to certain provisions upon request of Party A; Party A and Party B have no conflict on understanding to all provisions herein.
| Party A:
Legal Representative: (Or Authorized Agent)
/s/ Authorized Person
Date: November 14, 2011 |  |
| Party A:
Legal Representative/ Person in Charge: (Or Authorized agent)
/s/ Authorized Person
Date: November 14, 2011 |  |
Location of Execution: No. 73, Qingchun Road, Hangzhou
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