Bank of Shanghai

 

(Applicable to Guarantee Provided by Units)

Contract No.: ZDB 301120479

 

In order to clarify the rights and obligations of both parties, according to <the Property Law of the People’s Republic of China>, < the Guarantee Law of the People’s Republic of China> and other laws, regulations and financial regulations, the creditor and the guarantor make this contract for common abidance. (Caption: The in the contract indicate choice, the chosen one is indicated by , the unchosen one is indicated by .)

 

Article 1. The principal claims

 

The principal claims guaranteed in the contract is the debt principal (including loan principal, discount and money in advance) which happen due to a series of activities (one or the combination of many) listed during the claims period agreed in Term 2 in the contract made between the creditor and the debtor Ningbo Keyuan Plastics Co. Ltd., including comprehensive credit, loans, project financing, trade financing, discounting, overdrafts, factoring, v. letter and repurchase, loan commitments, guarantees, letters of credit, bill acceptance, and other services under the specific contract (hereinafter called "the main contract").

 

The claims period is from Nov. 28th, 2012 to Nov. 28th, 2013.

 

The maximum principal claims guaranteed in the contract are limited to:

(Currency type) RMB (Amount written in capitalization)  30 million RMB

(Currency type) (Amount written in capitalization)

(Currency type) (Amount written in capitalization)

Principal claims balance = Accumulated principal

Accumulated principal claims amount having been repaid

Article 4 Limit for the debtor to implement obligation

 

Limit for the debtor to implement obligation is the repayment limit agreed by the principal contract under Term 1 of the contract.

 

The guarantor guarantees the guaranteed claims to the creditor by shouldering joint liability.

 

 

6.1 Scope of surety bond includes: debt principal, interest, default interest, penalty, compensation; all the bank fees concerning principal claims (including not limited to issuing fees, fees charged for amending letters of credit, fees for lading endorsement, acceptance fees, risk fees, registration fees, notary fees and insurance fees); claims realization fees (including not limited to collection fees, court costs, security fees, implementation fees, attorney fees, collateral disposal fees, advertising fees, auction fees, transfer fees, travel expenses) and other damage on the creditor caused by the debtor (the above claims are collectively referred to as “secured claims”).

6.2 If the scope of surety bond goes beyond the limit of maximum principal claims specified in Term 3 in the contract, the guarantor should also shoulder the guarantee obligation.

6.3 If it has been agreed in the principal contract that the debtor should pay deposit, but the debtor does not pay or pay in less amount, the guarantor is obliged to pay instead.

 

7.1 The guarantor’s obligation period is 2 years from the fulfillment expiry date of each debt in the principal contract. If the debt in the principal contract is divided in to many parts (such as installment), and each part’s fulfillment period is different, the guarantee period is 2 years from the fulfillment expiry date of the last principal debt. If the creditor recovers claims in advance because of the debtor’s default, the guarantor should shoulder the guarantee obligation in advance.

 

7.1.1 The principal debt’s fulfillment expiry date for loans, project financing, discounting, over draft and lending is the payment due date agreed in the principal contract.

 

7.1.2 The principal debt’s fulfillment expiry date for credit certificate and insurance is the payment date regulated in the payment note offered by the creditor.

 

7.1.4 If the creditor and the debtor consult to extend the debt, the principal debt’s fulfillment expiry date is the extended due date; if the creditor declares early due date, the fulfillment expiry date is the declared early due date.

 

 

7.3 If the creditor does not get the pay off when the fulfillment period for part or all the claims has been due, the creditor has the right to require the guarantor to shoulder the guarantee Obligation.

 

 

Unless otherwise agreed, the below orders are abided when the guarantor’s any payment for fulfilling the guarantee obligation to the creditor happens: (1) pay the payable fees and taxes of the debtor in the contract; (2) damages; (3) liquidated damages; (4) overdue interest and penalty interest in the principal contract; (5) interest in the contract; (6) the principal and other payment in the principal contract.

 

9.1 Guarantor’s declaration:

 

9.1.1 Guarantor is a legally established and validly existing independent civil subject, has all the essential civil rights and civil capacity required, and is able to sign the contract in its own name and perform the civil liability of the contract.

 

9.1.2 The guarantor’s making the contract and fulfilling the obligation of the contract is totally out of true intention, and in accordance with company’s regulation; the signature personal representative of the guarantor has got all the essential legal authorization and violates no regulation and laws.

 

9.1.3 The fulfillment and enforcement of the contract will not conflict any laws and regulations that the guarantor must abide, neither will it violate any paper that the guarantor has signed.

 

9.1.4 The guarantor does not hide any events involved that may endanger the creditor’s interests such as regulation, arbitration, litigation, enforcement, claims event and others. Any of the guarantor’s property is under the situation of attachment, seizure, freezing, and other enforcement measures.

 

 

9.1.5 All the data and certificating papers provided by the guarantor to the creditor are true, legal and effective.

 

 

11.1. Guarantor’s rights and obligations

 

11.1.1 The guarantor is obliged to pay to the creditor the guaranteed claims defined by the contract and clearly recorded in the written notices within 10 days after receiving as specified in 10.1.

 

 

11.1.2 The guarantee offered by the guarantor is independent, if there is a third party also providing guarantee for the debtor to fulfill the contract, the guarantor still should shoulder the whole guarantee obligation unless the creditor has agreed.

 

11.1.3 The guarantor’s rights and obligations in the contract are not able to be removed or influenced for the following situations:

 

11.1.3.1 The creditor offers grace for debtor’s repayment or negotiates debt reconciliation with the debtor.

 

11.1.3.2 The creditor sets up, changes or remove any rights in debtor’s respect.

 

11.1.3.3 Other guarantees under the guaranteed claims have been changed, delayed in fulfillment, removed, and lose partially or wholly.

 

11.1.3.4 The debtor’s obligations in the contract are affected because of the debtor’s bankruptcy, liquidation, dissolution or other events due to any law, regulation or administrative order.

 

11.1.4 In case that the creditor and the debtor change the principal contact, if the guarantor’s obligations are not increased, the guarantor’s agreement about the change needs not to be drawn, and the joint guarantee obligations are not able to be relieved because of this.

 

11.1.5 Within the valid period of the contract, the guarantor is not allowed to guarantee for the third party without the creditor’s permission.

 

11.2 Creditor’s rights and obligations

 

11.2.1 The creditor has the rights to require at any time the debtor to provide financial reports and financial statement or other data that reflect the guarantor’s business condition.

 

11.2.2 If the guarantor does not fulfill the guarantee obligations as agreed in the contract, the creditor has the rights to directly deduct the guarantor’s money in the accounts opened at Shanghai Bank Ltd (including any level of branches) in order to liquidate the claims guaranteed by the guarantor.

 

11.2.3 The guarantee in the contract is independent of any guarantee rights that the creditor obtains now or will obtain in future. The creditor is allowed to directly carry out the guarantee rights in the contract without carrying out other guarantee rights firstly.

 

 

11.2.4 Unless the creditor expresses to give up the rights in the contract in writing, the creditor’s not carrying out and delaying to carry out the whole or partial right, and the creditor’s agreement for the debtor to repay later are not able to be taken as giving up the rights.

 

12.1 The contract takes effect after the signature and seal of the legal representatives (responsible person) or agents of both parties.

 

12.2 After the contract has taken effect, any party can not change or terminate the contract unauthorized. If changes or termination needed, the two parties shall negotiate an agreement and make a written contract. Term 13. The independency of the contract

 

13.1 The contract is independent of the principal contract, the invalidation or the ceasing of the invalidation of the principal contract does not affect the effectiveness of the contract. The guarantee shall shoulder the guarantee obligation of the civil obligation caused of the debtor to the creditor because of the invalidation of the whole contract or part of the contract.

 

13.2 The invalidation of part of the items in the contract does not affect the validation of other items; neither does it affect the creditor’s rights.

 

13.1 the contract is independent from principal contract, the ineffectiveness of the contract will not impact the contract’s effectiveness, the guarantor should make the guarantee for the debtor ‘s civil duty due to the invalid of contract in part or whole.

 

13.2 the invalid of some clauses on the contract will not impact the other clause’s effectiveness, and will not also impact the right of creditor.

 

After the contract has taken effect, both parties should fulfill the obligations agreed in the contract, any party that does not fulfill or does not full fulfill should shoulder corresponding breach of the contract, and compensates the loss so caused to the other party.

 

Article 15 Applicable law and dispute resolution

 

15.1 The contract is applicable to laws in china and is explainable accordingly.

 

15.2 If disputes appear in the fulfillment of the contract between the two parties, they can negotiate a solution, or directly submit litigation to the people’s court in the creditor’s location.

 

15.3 If the contract has been enforced arbitration, when the debt fulfillment term ends, the debtor does not fulfill or does not fully fulfill the debt or the creditor realizes the claim in advance because the debtor has violates the contract, enforced implementation can be directly applied according to law.

 

If one party is not able to fulfill the obligation of the contract because of the force majeure, the party should notify the other party in writing within 10 days after the occurring of the force majeure, and provides the written data issued by related agencies to certify the occurring of the force majeure.

 

 

17.1 Notice about related subjects of the two parties should be in written form and delivered to the corresponding party according to the principal business addresses listed in the contract.

 

17.2 When notices are delivered according to the address above, delivery date is: for delivery on a special trip, the date the recipient signed; for telegram and fax, the time fax and telegram arrived at the corresponding party; for post, postmark date for registered letter.

 

 

The outstanding issues of the contract are implemented according to the related laws, regulations and financial regulations of the nation.

 

19.1 When the contract is made, the creditor has stated and explained the item in the contract in detail to the guarantor, there is no disagreement about the contract items between both parties, and both parties have a correct understanding on the legal significance of related rights, obligations, limits on responsibilities and the disclaimer.

 

19.2 The creditor’s rights and obligations in the contract are able to be enjoyed and fulfilled by the creditor of the contract, or by the upper agencies the creditor belongs to.

 

 

The contract has 2 duplicates, the creditor holds one, the guarantor holds one, and the arbitration agency holds one. The number of the duplicates is decided by needs and has the same legal force with the original one.