SPD BANK Contract of Guarantee (Single) Shanghai Pudong Development Bank Stock Co., Ltd. Xi’an Branch
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SPD BANK
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Contract of guarantee-special for single
transaction
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SPD BANKContract
of Guarantee (Single)
Shanghai
Pudong Development Bank Stock Co., Ltd. Xi’an Branch
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SPD BANK
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Contract of guarantee-special for single
transaction
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Code:
YB7201201028009101
Guarantor:
Xi’an Xilan Natural Gas Co., Ltd
Creditor:
Shanghai Pudong Development Bank Stock Co., Ltd Xi’an Branch
Whereas:
To ensure
the creditor’s following various duties fully and timely under the main contract
and ensure the realization of creditor’s credit and the guarantor, the guarantor
bears all the guarantee responsibilities for liabilities under the main contract
voluntarily.
To make
clear the rights, duties of the two parties and the guarantor and creditor
stipulate the contract through friendly to follow.
Article
1 Main credit guaranteed
The
details of main credit guaranteed are illustrated in article 7 of the
contract.
Article
2 Guarantee responsibilities
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1.
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Guarantee
Scope
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The
guarantee scope besides the main credit in the contract associates with interest
generated(the interest in the contract includes interest, fine interest and
compound interest), fine for breach, damage liquidated, handling charge and
other expenses for signing and fulfilling of the contract and expenses for
realizing guarantee right and credit (including but not limit to disposal
expenses, tax, claim expenses, auction expenses, charges of lawyers and expenses
for accommodation and traveling) and guarantee amount added on the request of
creditor after the main contract is effective.
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2.
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Guarantee
mode
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The
guarantee under the contract is joint responsibility guarantee.
The
guarantor confirms that when the creditor does not fulfill the liabilities in
accordance with the main contract, no matter whether the creditor has other
guarantee rights under the main contract (including but not limit to guarantee,
mortgage and pledging these guarantee modes), the creditor has right to ask the
guarantor to bear guarantee responsibilities within the guarantee scope and it
is not necessary for the creditor to ask other guarantors to fulfill the
guarantee responsibilities in advance.
The
guarantor here quits the defense for requiring to fulfilling the guarantee of
real right in advance definitely.
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SPD BANK
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Contract of guarantee-special for single
transaction
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3.
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Guarantee
term
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The
guarantee term is two years after the expiry of credit fulfilling term. If it is
agreed to pay in installment, the guarantor bears the guarantee responsibilities
for the repaying duties by installments respectively and the guarantee term is
two years from the expiry of fulfillment term of each credit to expiry of
repaying term of the repayment.
The “due”
and “expiry” in the contract include condition that the creditor declares the
credit is due in advance. For the condition that the creditor declares the
credit is due in advance, the credit fulfillment due date is the earlier due
date declared.
If the
creditor and debtor have reached agreement on extending the term for the
fulfillment term, the guarantee term is two years from the expiry of credit
fulfillment term newly agreed in the term extending agreement. It does not need
to get the agreement of the guarantor during the extending term, the guarantor
also needs to bear joint guarantee responsibilities.
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4.
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Change
of the main contract
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The
rights and benefits of the creditor under the main contract will not be affected
by conditions such as that the creditor gives any moratorium to the debtor, any
repayment term extending and the creditor and debtor modifies,alters and
displaces any clause of the main contract; if above conditions occur, it is
regarded as that it has been agreed by the guarantor in advance and the
guarantee responsibilities of the guarantor should not be relieved for above
reasons.
If the
creditor issues opening letter of credit, letter of guarantee or spare letter of
credit to the debtor under the main contract, it is not necessary to get the
permission of the guarantor or notify the guarantor further if the creditor and
debtor make any alteration to letter of credit, letter of guarantee or spare
letter of guarantee under the main contract; the modification will be regarded
that has been agreed by the guarantor in advance and the guarantee
responsibilities of the guarantor will not be relieved for above
reasons.
Article
3 Representations and guarantee
The
guarantor makes following representations and guarantee:
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(1)
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the
guarantor is an independent legal body that is of essential right
abilities and can fulfill duties under the contract with its own name and
bear civil responsibilities
independently.
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(2)
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The
guarantor has right to sign the contract and has finished all the
authority and approval for entering into the contract and fulfilling its
duties under the contract. All the clauses are the expressions of true
intention and interest and bind the guarantor
legally.
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(3)
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The
guarantor promises to observe laws and principles and the signing and
fulfilling the contract will not be against the laws that the guarantor
should follow(the laws in the contract refer to laws, regulations, rule ,
local regulation and judicial interpretation, regulations, related
documents of authority department , judgment, adjudication and should not
conflict with any contract, agreement and that the guarantor has signed or
other duties the guarantor should
bear.
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SPD BANK
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Contract of guarantee-special for single
transaction
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(4)
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the
guarantor promises that all the financial statements it has offered are in
accordance with laws of People’s Republic of China and the statements
reflects the financial status of the guarantor truly, completely and
fairly; what’s more, all the materials and document information in the
contract is true, effective, accurate without any
disguise.
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(5)
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The
guarantor guarantees to complete the record, registration and other
procedures necessary for fulfilling of the contract and pay related tax
and expenses.
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(6)
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Since
the issue of the lasted audited financial statement, there is no
disadvantage alternation for the operation condition and financial status
of the guarantor.
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(7)
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The
guarantor has enclosed the truth and status what he knows or he should
know which are significant to guarantor’s deciding whether allow financing
under the main contract.
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(8)
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The
guarantor confirms that there is no delinquency or will not turn up any
delinquency including but not limit to employee’s salaries, medical care,
injury subsidiary, gratuity and other compensation fund these
conditions.
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(9)
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The
guarantor guarantees there are no condition and case that brings or may
bring great disadvantage effect to fulfilling ability of the
guarantor.
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Article
4 Covenants
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1.
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The
guarantor promises:
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(1)
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The
guarantor promises not to adopt following actions without getting written
permission of the creditor:
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o
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Sell,
donate, lease, transfer, mortgage or pledge or dispose great capital in
whole or in part in other modes.
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¨
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There
is great alternation for operation system or equity organization type ,
including but not limit to contracting, leasing, joint-operation, reform
of company system, stock system reform, transfer of equity, merging ,
joint adventure (or cooperation), separation, establishment of
subsidiaries , equity transfer and capital reduction
etc..
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¨
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Modify
the regulations of the company, alter the business scope and main business
of the company
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¨
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Guarantee
for the third party which brings disadvantage effect to fulfillment
ability and financial status under the
contract.
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¨
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Apply
for restructuring, bankruptcy or dismissing the
company
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Sign
contract/agreement or bear duties which will greatly affect the
fulfillment ability under the
contract
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(2)The
guarantor promises if following cases occur, he will notify the creditor on the
date that the matter occurs and send the originals of related notices (requiring
seal for non-natural person and approval for natural person) of the matter in
five bank business days to the creditor.
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¨
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Events
happened lead to inaccuracy and unreality of the representations and
guarantee of the guarantor under the
contract.
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SPD BANK
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Contract of guarantee-special for single
transaction
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¨
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The
guarantor or its holding shareholders, actual controller or its related
party associates with claim, arbitration or its capital is levied,
attached, frozen and enforcement measures or be adopted other measures
with same force, or its legal representative, directors ,supervisors ,
senior management personnel associate with claim, arbitration and other
enforcement measures.
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¨
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The
legal representative of the guarantor or its authorized agent, principal,
chief financial principal, address, name of enterprise and business site
change or there is disadvantage change for dwelling address of the
guarantee, normal dwelling place, change of working unit, or not being in
the dwelling city for long, change of name or change of
income.
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¨
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It
is applied for restructuring and bankruptcy by other creditor or cancelled
by the authority unit.
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(3)The
guarantor promises that in the process of signing and fulfilling of the
contract, he will provide corresponding financial materials and income statement
according to the requirements of the creditor.
(4) If
the creditor issues letter of credit, letter of guarantee or spare letter of
credit under the main contract to the debtor, the guarantor promises when the
debtor does not make up cash deposit (including make up in advance), the
guarantor will bear joint responsibility for making up the deposit and the
guarantor will not be relieved from his responsibilities under the contract. Any
loss (including interest loss) occurs when the guarantor makes the cash deposit
in accordance with the contract should be borne by the guarantor.
(5) The
guarantor confirms that before the debtor pays off all the liabilities to the
creditor under the main contract, the guarantor should not enforce recovery
right and related rights under the contract.
(6) If
the debtor repays the liabilities in whole or in part or the debtor conducts
respective liquidation to the creditor, the guarantor continues to bear joint
guarantee responsibilities to the credit formed after the repayment in advance
or respective liquidation.
2.
Deduction agreement
(1) If
the guarantor has due liabilities, the creditor has right to deduct capital in
any account that the guarantor opened in Shanghai Pudong Development Bank to
liquidate the due liabilities.
(2) The
liquidation order of deducted amount should be firstly to pay off the due
expenses of guarantor and liabilities, furthermore to pay off due interest and
finally to pay off due off principal capital unless otherwise stipulated by
national authority.
(3) If
the currency deducted does no conform with currency for liquidation, the
creditor has right to pay off according to exchange rate/foreign exchanges he
decides on his own and the exchange rate risk will be borne by the guarantor
himself.
3. Credit
certificate
The
effective documentation of credit guaranteed by the guarantor refers to
accountant documentation issued by the creditor according to his own business
stipulations.
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SPD BANK
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Contract of guarantee-special for single
transaction
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4. Notice
and delivery
(1)Any
notice sent by one party to the other party under the contract should be sent to
addresses listed in the contract till the other party notify for changing
address in writing ; as long as sending according to above address, it will be
regarded as successful sending on following date: it will be 7th bank business
days since they are sent by registered letter to the main business site(legal
person or its branches or other economic organization) or dwelling place(nature
person); if the sent specially, the date will be the date of signing in ; it is
sent by fax or email, the date will be the day that the fax or email is sent
out. But receiving time for all
the notices, requirements and other communications that the creditor send or
delivers will be actual receiving time. What’s more, all the notices that sent
by fax or email to the creditor should be sent to the originals (requiring seal
for non-natural person and signing of natural person) in person or sent to
creditor to confirm.
(2)The
guarantor agrees that summoned and notice taking a legal action to him only be
sent to address listed in the contract that is regarded as receiving and if the
change of above address does not be notified to the creditor in advance in
writing, then it is invalid to the creditor.
5.
Effectiveness, alteration and termination.
(1) the
contract comes into force after the guarantor and creditor seal and signed and
sealed by legal representative/principal or authorized agent of the two
parties(if the guarantor is natural person, he only needs to sign) and terminate
till the credit under the contract is paid off.
(2) the
effect of the contract is independent of the main contract and it will not be
invalid or cancelled due to the invalidity or cancellation of the main
contract.
(3) after
the contract comes into force, any party of the two parties should not change or
terminate the contract in advance without permission of the other party; the
contract can not be changed or terminated if the two parties do not agree on
change and reach written agreement.
Article
5 Events of default and treatment
1. Events
of default
For
following conditions, it will be regarded that the guarantor breaches the
liabilities to the creditor:
¨ Any
representation, explanations, guarantee and any notice, authority, approval ,
agreement and certificate and other certificates that issued according to the
contract and related to the contract are not correct when made or are of
possibility of misleading or has been verified to be incorrect or of misleading
feature or has been verified to be invalid or cancelled or be not of legal
force.
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Guarantor breaches any covenant in article 4 under the contract.
¨ The
guarantor breaks up his business, stops production, closes , reorganization,
liquidation, be taken over or entrusted, dismissed, the business license is
cancelled or be cancelled or it is bankrupted.
¨ The
guarantor who natural person is dead or be declared dead.
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¨
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The
guarantor changes and transfers capital or tries to transfer capital in
guise of marriage relationship.
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¨
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The
financial status of the guarantor worsens or there is serious operation
problem and there is event or condition which may bring disadvantage to
the normal operation, financial status and liquidation
abilities.
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SPD BANK
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Contract of guarantee-special for single
transaction
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The
guarantor or its holding shareholders, actual controller or its related
party associates with claim, arbitration or its capital is levied,
attached, frozen and enforced or be adopted other measures with same
force, or its legal representative, directors, supervisors, senior
management personnel associate with claim, arbitration and other
enforcement measures, which lead to disadvantage effect to the liquidation
ability of the guarantor.
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¨
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The
guarantor has other behavior which is enough to affect the fulfillment of
the contract or affect the fair benefits of the
creditors.
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2.
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Treatment
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If any
event of default as above occurs, the creditor has right to declare that the
credit due in advance and asks the guarantor to bear fine as punishment (the
calculation method of the fine as punishment refer the article 7 in the
contract). If the creditor incurs loss due to not enough penalties, the
guarantor should compensate all the losses that the creditor
incurs.
Article
6 Miscellaneous
1.
Applicable laws
Laws of
People’s Republic of China (excluding to that of Hong Kong, Macao Special
Administrative Region and Taiwan area) are applicable to the
contract.
2.
Settlement of dispute
The
dispute arising should be settled through friendly negotiation ; if it can not
be settled through negotiation, the people’s court at the dwelling place of the
creditor has exclusive judicial jurisdiction ; during the period, the
two parties should continue to fulfill other clauses not associating with
dispute.
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3.
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Miscellaneous
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(1)
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If
there is unlisted issue needs to be complemented, the two parties can
negotiate and record in the article 7 of the contract and they can reach
another written agreement as the appendix of the contract. The appendix of
the contract is an indivisible part of the contract and it enjoys the same
legal force with the contract.
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(2)
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The
terms and expressions in the contract have the same meaning with the main
contract unless there are special
notes.
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Article
7 Contract element clauses
1. The
main contract that the contract guarantees corresponds to whereas clauses of the
contract
(1) The
main contract is fixed assets loan contract signed between the creditor and
debtor on Feb 2, 2010. [code: 72012010280091]. The creditor under the contract
is loaner.
(2) The
debtor is Jingbian County Xilan Natural Gas Liquefaction Co., Ltd and the
business site: South of Tongwan Road, Zhangjiapan town, Jingbian
County.
2. The
main credit under the contract corresponds to the article 1 of the
contract.
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SPD BANK
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Contract of guarantee-special for single
transaction
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þ the main credit
under the contract is under the main contract, the amount that the that the
creditor offers to the debtor will not be over financing of RMB 120 million
Yuan(capital letter) and the liability fulfillment term (that is loan term in
the main contract ) is 58 months.
x The main
credit guaranteed under the contract is that, according to the main contract and
the creditor offers amount
for (name
of intermediate business) should not
over (currency) Yuan
(capital) or be with liabilities. If the creditor is forced to make advances,
then the main credit will turn to be advances that paid by the creditor and the
amount of main credit adjusts according to adjustment agreed in the main
contract.
3. Breach
treatment corresponds to article 2 of the contract.
penalty:
equal to 10% of the main credit or
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4.
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The
appendixes of the contract including: corresponding to (1), 3rd
clause of article 3.
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(1)《 》
(2)《 》
(3)《 》
(4)《 》
(5)《 》
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5.
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The
others agreed by the two parties correspond to (1), 3rd
clause of article 6.
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(1)After
the project is delivered to production, if the borrower does not sign gas supply
contract with PetroChina Company, the borrower should repay all the loan
interest to Shanghai Pudong Development Bank Stock Co., Ltd. Xi’an branch in
advance; (2) if the project is over investment, it will be settled by
self-collecting; (3) the guarantor will not draw dividends before repaying loan
of the current to Shanghai Pudong Development Bank Stock Co., Ltd. Xi’an
branch.
6. The
original of the contract is in quadruplicate, while the guarantor holds one, the
creditor holds two and the notary agent of the borrower holds two and these four
enjoy the same legal force.
(There is
no text below)
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SPD BANK
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Contract of guarantee-special for single
transaction
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(the page
is signing page and no text)
The
contract is signed between the guarantor and creditor on Feb 26, 2010;
confirmed by the guarantor, the two parties have discussed and noted all the
clauses and the two parties are not doubtful about all the clauses and have
accurate understanding to the related rights and duties and responsibilities or
liability exemption clauses.
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Guarantor
(seal):
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Creditor
(seal):
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Legal
representative or authorized agent(signature or seal)
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principal
or authorized agent
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▇▇
▇▇▇’▇▇
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▇▇▇▇
▇▇▇▇▇▇▇
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(Applicable
to legal person)
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Valid
identification certification type and code:
(Applicable
to natural person)
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Place
of domicile:
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Main
business site:
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Zip
code:
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Zip
code:
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Tel:
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Tel:
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Fax:
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Fax:
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Email:
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Email:
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Contact
person:
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Contact
person:
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SPD BANK
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Contract of guarantee-special for single
transaction
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The
commitment letter that the spouse agrees to dispose common property (applicable
if the guarantor is natural person):
Appendix:
The
commitment letter on agreeing to enforce common property
To
: Shanghai Pudong Development Bank Stock Co., Ltd. Xi’an branch
(ID
card number: ),
is the guarantor ‘s
legal spouse makes following commitment to ensure the signing and
fulfillment of the contract of guarantee.
I have
fully understanding to the issues on the contract of guarantee before
signing ,
I agree with the signing and fulfillment of the contract and agree that the
creditor has right to dispose common property when the guarantor needs to bear
responsibilities under the contract.
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Offeree:
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DD MM YY
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Appendix:
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1.
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copy
of ID card
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2.
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copy
of marriage certificate
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