Guizhou Xingyi Rural Cooperation Bank Guarantee Agreement

Gurantee Agreement
(English Translation)

Article 1 Mode of guarantee

Party A offers the joint and several guarantee liability.
Party A confirms that where the Debtor fails to discharge the debt as stipulated in the master contract, regardless of whether Party B possesses other guaranties (including but not limited to such modes of guarantee as guaranty, mortgage, pledge, bond, etc.) to the debt under the master contract, Party B shall have the right to demand Party A directly to undertake the guarantee liability to the extent of its guarantee.

Article 2 Scope of guarantee

Principal of the claim (in words) TWENTY FOUR MILLION ONLY and interests (including the compound interests and penalty interests), penalties, compensation and related fees advanced by Party B, and all expenses incurred to Party B for the realization of the claim (including but not limited to the legal costs, arbitration fee, property preservation expenses, attorney’s fees, traveling expenses, execution fees, evaluation fees, auction fees, etc.)

Article 3 Term of guarantee

From the effective date of this Contract to the date two years after the expiry date of the performance period of the debt under the master contract. Where Party B agrees on the extension of the claim upon maturity of the loan, the term of guarantee shall expire on the date two years after the expiry date of the performance period of the debt re-stipulated in the extension agreement.

Article 4 Modification of the secured master contract

Party A confirms that any modification of articles of the master contract upon consensus between Party B and the Debtor shall be deemed as having acquired the prior consent of Party A, which cannot exempt Party A from its guarantee liability, with the exception that the amount of the principal of the claim is increased. Modification of the term of the master contract by the Creditor and the Debtor (including the extension under the letter of credit) shall not be subject to the consent of the Surety, but the Surety shall assume the guarantee liability continuously pursuant to the scope of guarantee set in this Contract, and the term of guarantee shall remain valid till the full repayment of the principal and interests or be extended accordingly.

Article 5 Severability of contract validity

This Contract is the ancillary contract of the master contract. Where the master contract is deemed as invalid, Party A is willing to undertake the joint and several guarantee liability to the debt resulting from the Debtor’s property return or loss compensation.

Article 6 Guarantee ability

During the term of guarantee, where Party A loses or will probably loss the guarantee ability, or the legal person or other organizations as a surety undergoes contract, lease, combination, M&A, co-investment, division, association, joint stock reform, or cancellation, Party A shall given a written notice to Party B in advance, and all the obligations hereunder shall be undertaken by the body after the aforesaid charge or the body that makes the cancellation decision to Party A. In the event that Party B believes that the body after the change does not have corresponding guarantee ability, Party A or the body that makes the cancelation decision shall offer new acceptable guaranty to Party B, and conclude corresponding guarantee contract.

During the term of guarantee, Party A, without the prior written consent of Party B, shall not offer guaranty above 100% of the amount of the net assets in its last annual financial statements to any third party.

Article 7 Supervision to surety

During the term of the guarantee, Party B shall have the right to know Party A’s production and operation, financial activities, industrial and commercial registration, tax registration, tax payment and operation of related enterprises, and conduct investigation, also have the right to require Party A to provide related planning, statistics, financial statements, etc., and Party A shall:

(1) Provide related financial materials and production and operation materials as required by Party B, and be held liable for the authenticity, integrity and validity of the materials provided;

(2) Provide the industrial and commercial registration information as required by Party B, and offer conveniences to Party B for the investigation of the industrial and commercial registration in the name of Party A;