IRREVOCABLE LETTER OF GUARANTEE WITHIN MAXIUM AMOUNT
EXHIBIT
10.29
WITHIN
MAXIUM AMOUNT
Ref.:
Year 2005 Shang Zi No. ▇▇▇▇▇▇▇▇▇▇-01
| To: |
Shenzhen
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of China Merchants Bank (the
"Bank")
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Whereas:
The
Bank
and Winner Industries (Shenzhen) Co., Ltd. (the "Facility Applicant") have
entered into a Credit Facility Agreement (Contract No.: Year 2005 Shang Zi
No.
▇▇▇▇▇▇▇▇▇▇) on June 27th
2005,
pursuant to which the Bank would grant facilities of up to the aggregate amount
of RMB 25,000,000 yuan (or the equivalent amount of foreign currencies) (the
"Facility") to the Facility Applicant during the availability period of the
Facility commencing from July 12th
2005 to
July 12th
2006
(the "Availability Period").
At
the
request of the Facility Applicant, the Undersigned agrees to issue this Letter
of Guarantee and voluntarily gives guarantee with joint and several liabilities
for all the debts owed to the Bank by the Facility Applicant under the Credit
Facility Agreement. The details of this Guarantee are as follows:
| 1. |
Guarantee
within Maximum Amount
|
| 1.1 |
The
Facility referred to herein shall mean the maximum extent of facility
which the Bank will grant to the Facility Applicant during the
Availability Period in respect of on-balance-sheet transactions such
as
continuing and revolving loans, trade financing and discount (collectively
referred to as the “Loan”) and off-balance-sheet transactions such as
acceptance of commercial draft, opening of letters of credit and
issue of
confirmations.
|
| 1.2 |
During
the Availability Period, the Bank may separately release the Loans
or
provide other facilities to the Applicant for Facility pursuant to
the
Facility Agreement and/or the respective specific contracts concluded
thereunder. Party B may utilize the Facility in a revolving manner.
The
details of each provision of the Loans or other facilities such as
the
amounts, periods and specific purposes shall be prescribed in the
respective loan contracts, certificates of indebtedness or contracts
for
granting other facilities. Any of the above facility may expire on
a date
later than the expiry date of the Availability Period agreed in the
Facility Agreement and the Undersigned shall not raise any objection
thereto.
|
| 1.3 |
If
any of the Loans or other facilities advanced to the Facility Applicant
by
the Bank is still outstanding upon the expiry of the Availability
Period,
the Undersigned shall undertake joint and several liabilities for
repayment of the same to the extent of the
Facility.
|
| 1.4 |
Regarding
the Facility provided by the Bank to the Facility Applicant by ways
of
acceptance of commercial draft, opening of letters of credit, issue
of
confirmations and so forth during the Availability Period, the Undersigned
shall undertake joint and several liabilities for repayment of all
the
debts accrued to the Facility Applicant (including but not limited
to the
principal and interest of the advances made by the Bank and relevant
expenses) notwithstanding that the Bank has not made any advances
upon the
expiry of the Availability Period.
|
| 1.5 |
The
joint and several guarantee given by the Undersigned for the Facility
shall be effective if the Bank demands early payment from the Applicant
for Facility in accordance with the Credit Facility Agreement and/or
the
respective specific contracts before the expiry of the Availability
Period.
|
| 2. |
Coverage
of Guarantee
|
| 2.1 |
The
guarantee given by the Undersigned shall cover the outstanding principal
of the Loans or other facilities advanced to the Applicant for Facility
by
the Bank during the Availability Period in accordance with the Credit
Facility Agreement (up to the extent of the Facility of RMB 25,000,000
yuan) and interest thereon, penalty interest, compensation and all
other
relevant expenses such as those arising from the enforcement of its
claims, including but not limited to the
following:
|
| 2.1.1 |
the
outstanding principal of the Loans advanced by the Bank pursuant
to the
respective loan contracts or certificates of indebtedness concluded
under
the Credit Facility Agreement and interest thereon, penalty interest,
compensation and relevant expenses;
|
| 2.1.2 |
the
outstanding principal of the advances made to the Facility Applicant
by
the Bank in fulfilling its obligations of making payment in respect
of the
commercial draft, letters of credit and confirmations under the Credit
Facility Agreement and interest thereon, penalty interest, compensation
and relevant expenses;
|
| 2.1.3 |
all
expenses accrued to the Bank as a result of recovering the debts
owed by
the Facility Applicant.
|
| 2.2 |
If
the outstanding principal of the Loans or other facilities advanced
to the
Facility Applicant by the Bank exceeds the maximum amount of the
Facility,
the exceeding amount shall not fall within the guarantee given by
the
Undersigned. The joint and several guarantee given by the Undersigned
shall only cover the outstanding principal of the Loans or other
facilities that is within the maximum extent of the Facility, interest
thereon, penalty interest and
compensation.
|
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| 3. |
Enforcement
of Guarantee
|
The
Undersigned acknowledges it bears joint and several financial and legal
liabilities for all the debts owed by the Facility Applicant which fall within
the coverage of guarantee stated in Clause 2. Should the Facility Applicant
fails to repay on time the principal and interest of all the Loans and advances
paid by the Bank and other relevant expenses pursuant to the Credit Facility
Agreement and/or the respective specific contracts, or any of the breach of
contract prescribed in the Credit Facility Agreement and/or the respective
specific contracts occurs, the Bank shall be entitled to make claims against
the
Undersigned directly without first making claims or initiating proceedings
against the Facility Applicant. Notwithstanding that mortgage or pledge is
created for securing due payment of all the debts owed by the Facility Applicant
under the Credit Facility Agreement, the Bank may, at its option, make claims
for such debts against the Undersigned directly without first disposing of
the
security or the collateral.
Any
notice of claim issued by the Bank shall be conclusive and the Undersigned
shall
not raise any objection thereto. The Undersigned agrees to make full payment
of
all the debts owed by the Facility Applicant under the Credit Facility Agreement
within five days after receipt of a notice of claim in writing from the Bank
without production of any proof and other documents by the Bank.
| 4. |
Term
of Guarantee
|
The
Undersigned shall undertake its liability hereunder for a period commencing
from
the effective date of this Guarantee to two years after the expiry date of
each
loan or advance date of each advance under the Credit Facility
Agreement.
| 5. |
Independence
of Guarantee
|
| 5.1 |
This
Guarantee is independent, continuing, irrevocable and unconditional
and
shall not be affected by the invalidity of the Credit Facility Agreement
and the respective specific contracts and by any agreements or documents
entered into between the Facility Applicant and any entity. Nor shall
it
be altered as a result of fraud, reorganization, winding up, dissolution,
liquidation and bankruptcy on the side of the Facility Applicant.
The
liability of the Undersigned hereunder shall not be released by any
order,
change of the financial condition of the Undersigned or any agreement
entered into between the Undersigned and any entity or
individual.
|
| 5.2 |
The
liability of the Undersigned hereunder shall not be affected if the
Bank
stops releasing the undrawn loan and/or other facilities to the Facility
Applicant and declares that the loan advanced shall be immediately
due and
payable pursuant to the Credit Facility Agreement and/or the respective
specific contracts.
|
| 6. |
The
Undersigned confirms that it will accept all agreements on extension
or
any other supplemental agreements entered into between the Bank and
the
Facility Applicant in respect of the periods of the respective specific
contracts, interest rates and other matters during the performance
of the
Credit Facility Agreement and the respective specific contracts and
hereby
waives its right to receive any notice relating thereto from the
Bank.
|
| 7. |
The
Undersigned hereby represents and guarantees as
follows:
|
| 7.1 |
The
Undersigned is an enterprise legal person or an institution legal
person
found not for public welfare purpose, capable of acting as a guarantor,
established with the approval of __/__
and registered with the Administration of Industry and Commerce (No.
__/__).
The Undersigned is willing to offer the assets to which it has title
or of
which it is rightfully entitled to dispose as a guarantee for performance
of its obligations prescribed
herein;
|
| 7.2 |
The
Undersigned executes this Letter of Guarantee with full authorization
or
approval of the authorities such as the departments of higher level/the
board of directors;
|
| 7.3 |
The
Undersigned executes this Letter of Guarantee of its own free will,
not
under any influence of fraud or
duress;
|
| 7.4 |
As
long as this Letter of Guarantee is in force, the total amount of
the
debts (or equivalent in any foreign currency) guaranteed by the
Undersigned shall not exceed the total value of the proprietary interests
of the Undersigned;
|
| 7.5 |
The
financial statements and all other documents provided to the Bank
by the
Undersigned are true and legitimate. The legal representative or
other
persons-in-charge of the Undersigned shall be held liable absolutely
for
such statements and documents;
|
| 7.6 |
The
Undersigned will provide confirmation on its execution of this Guarantee
if the Bank so requires;
|
| 7.7 |
The
Undersigned shall forthwith notify the Bank of any change of its
registration with the industrial and commercial authority, organization,
operation or financial condition if such change will likely affect
the
capability of the Undersigned to perform this
Guarantee;
|
| 7.8 |
The
successor(s) or assignee(s) of the Undersigned shall be bound by
all
provisions hereof. The Undersigned shall not assign its liability
hereunder without prior written consent from the
Bank.
|
-2-
| 8. |
Should
the Undersigned fail to pay off the guaranteed debts as prescribed
herein,
the Bank shall be entitled to debit the same to the deposit account
of the
Undersigned until all the debts owed to the Bank by the Applicant
for
Facility under the Facility Agreement are settled in full and the
Undersigned shall not raise any objection
thereto.
|
| 9. |
During
the continuance of this Guarantee, no relaxation, forbearance or
indulgence by the Bank in enforcing any of its interests or rights
under
the Facility Agreement and this Guarantee against any events of breach
of
contract or delay of the Facility Applicant and the Undersigned shall
prejudice, affect or restrict the Bank’s interests and rights as a
creditor under the relevant laws and regulations and this Guarantee,
nor
shall it operate as a waiver of the Bank’s rights to take actions against
existing or future defaults.
|
| 10. |
This
Guarantee shall be governed by the laws of the People’s Republic of China.
The Undersigned agrees to settle any argument and dispute arising
from
this Guarantee in such manners as agreed in the Credit Facility
Agreement.
|
| 11. |
This
Guarantee shall take effect from the date on which it is signed by
the
authorized signatory of the Undersigned and affixed with the official
seal
of the Undersigned.
|
| 12. |
Miscellaneous:
|
N/A
| 13. |
This
Letter of Guarantee is executed in 3 originals with the Bank, the
Applicant for Facility and the Undersigned each holding one thereof.
|
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THE
GUARANTOR (SEAL):
Winner
Medical & Textile Ltd. Jingmen
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AUTHORIZED
SIGNATORY
(SIGNATURE):
▇▇▇▇▇▇▇▇ ▇▇
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OFFICIAL
ADDRESS OF THE
GUARANTOR:
Pailou Town, Jingmen City
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TEL:
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FAX:
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BANK
WITH WHICH ACCOUNT(S) OF THE GUARANTOR MAINTAINED:
Business
Department of Industrial and Commercial Bank
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SETTLEMENT
ACCOUNT NO. OF THE GUARANTOR:
1809000219200018159
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