最高额不可撤销担保书-英文版

English translation for reference only Should there be any inconsistency between the Chinese and English versions the Chinese version shall prevail Irrevocable Guarantee of Maximum amount Number To China Merchants Bank Co Ltd Hereinafter referred to as Party A Whereas Party A and company hereinafter referred to as the Credit Applicant signed No Credit Awarding Agreement hereinafter referred to as Agreement on YY MM DD According to the Agreement between YY MM DD and YY MM DD the credit awarding period hereinafter referred to as Credit awarding Period your bank shall provide the credit line of total amount 50 mm RMB including the equivalent of other currency hereinafter referred to as Credit Line Upon request of the Credit Applicant we as being guarantor agree to issue this guarantee letter in favor of the beneficiary for the Credit Applicant willing to undertake any jointly liabilities of debts in your bank under the following terms and conditions Article 1 Guarantee of Maximum Amount 1 1 In the period of credit awarding Party A shall have to right to provide Credit Applicant loan or other credit warding by several times Credit Applicant shall have the right to reuse the revolving line of credit by category of line but not applicable for the One time line of credit The amount duration and concrete uses of per loan or other credit awarding can be stipulated by specific contracts Due date of specific business can be later than the due date of credit awarding agreement 1 2 When the credit period is expired if there is still balance of provided bank loan advanced pay or other credit amount Guarantor shall bear the warranty liability within the stipulated range of guarantee in article 2 of this agreement If Party A claims for the recourse in according with the provisions under the Agreement or other specific contracts before the maturity of credit the guarantor shall bear the warranty liability within stipulated article 2 of this agreement 1 3 Bank credit business provided by Party A to Credit Applicant during the period of credit awarding such as trade acceptance establishment of a letter of credit including overriding letter of credit the same below L G letter of shipping guarantee etc Even though external advances of Party A may not occur before but indeed happened after the maturity of credit Credit Applicant shall bear the warranty liability within the stipulated range of security guarantee in Article 2 of this agreement 1 4 For the renewal agreement or alteration of valid provision upon the duration interest and amount of specific business during the performance of specific business under Credit Awarding Agreement or the adjustment of interest rate on the basis of Credit Awarding Agreement and or specific contracts during the guarantee period The Credit Applicant shall accept all this with no necessary to obtain the approval of Credit Applicant or notify Credit Applicant and no effect to the guarantee responsibility of Credit Applicant stipulated by the contract as well 1 5 If Party A s received documents in letter of credit operation under Agreement be found to have discrepancy through Party A s audit but credit applicant accepted with the discrepancy Credit Applicant shall also assume the guarantee responsibility with guarantee property for principle and interest of credit in Party A s external acceptance or payment Credit Applicant shall not propose the defense not because of accepting with the discrepancy but without the approval of Credit Applicant or notify Credit Applicant 1 6 The modification of L C L G or standby letter of credit acceptance of letter of credit and extension of time for promised payment at maturity etc Credit Applicant shall accept all this with no necessary to obtain the approval of Credit Applicant or notify Credit Applicant and no effect to the guarantee responsibility of Credit Applicant stipulated by the contract as well Article 2 Scope of Guarantee 2 1 The security guarantee scope of this Agreement is sum of loan within the line of credit provided to Credit Applicant according to stipulation of Agreement and principal balance of other credit maximum limit is currency RMB 20 mm And interest default interest compound interest penalty fees to realize creditor s right and other involved expenses include as well including but not limited to 2 1 1 The released balance of loan amount and corresponding interest default interest compound interest penalty and other involved expenses by Party A on the basis of specific contracts under Agreement 2 1 2 The balance of principle interest default interest compound interest penalty and other involved expenses which has been pay advanced for Credit Applicant in the cause of the performance of Party A s obligation of payment of Commercial Draft L C L G and letter of shipping guarantee under Agreement 2 1 3 Party A s account receivable creditor s rights transferred from Credit Applicant and corresponding overdue penalty late fee under factoring business and or the basic payment for purchase basic purchasing funds and relevant expenses of factoring paid by Party A to Credit Applicant 2 1 4 The balance of principle interest default interest compound interest penalty and other involved expenses which has been pay advanced for Credit Applicant in the cause of the performance of Party A s obligation of payment of trade financing business under Agreement 2 1 5 After the establishment of a letter of credit interest requested by Credit Applicant Party A authorizes the branch of CMB bank to open the covering L C for beneficiary Balance of debt principle of import documents advance and shipping guarantee and expenses of default interest compound interest penalty and other involved expenses for the opening of L C 2 1 6 The original credit awarding agreement No signed by and between Party A and Credit Applicant The part of the unpaid balance in the specific business carried out under the original credit awarding agreement since the execution of this contract Tick the box in case the provision herein applies 2 1 7 Expenses for the enforcement recovery of the Credit Applicant s debt including but not limited to attorneys fees legal fees advertising fees delivery fee and travel expenses etc 2 2 As for revolving line of credit if the provided loan or other balance of credit exceeds the amount Credit Applicant shall not bear the warranty liability for the part in excess of the amount but liability for the loan not yet exceeds credit amount or other balance of credit and interest default interest compound interest penalty and other involved expenses Notwithstanding the foregoing Credit Applicant is clear and definite that Even though the loan or other balance of credit exceeds the credit amount at a point in time during the credit awarding but all kinds of balance of credit no yet exceed the sum of credit amount when Party A requires Credit Applicant to assume the warranty liability Credit Applicant shall not propose the defense with aforesaid provisions but bear the jointly liability for all balance of credit and interest default interest compound interest penalty and other relevant expenses etc subject to the clause of Art 2 1 Article 3 Method of Guarantee The Guarantor shall bear economical and legal liabilities of credit applicant in the range of guarantee stipulated in Article 2 Party A shall have the right to claim to the guarantor directly with no necessary of prior of claim or make lawsuit to credit applicant if the credit applicant fails to repay all the loans advanced pay and the involved interest and relevant expenses according to Agreement and or specific contract stipulations or when occurs any breach cases under Agreement and or any specific contracts Even though the credit applicant has already paid the debts under this Agreement while still has mortgage pledge or other guarantees Party A still shall enjoy the right to claim for all the debts to guarantor under this Agreement with no necessary of prior disposal of mortgage pledge or the goods documents under trading financing and no need claim to the other guarantors first The notice of claim from the bank is summative and the Guarantor has no objections to this Guarantor agrees to pay all the debts under this Agreement in five days after receiving claim notice from Party A with no request of any certificates or other documents from Party A Except otherwise when there happens obvious and major mistake guarantor accepts that the claim amount from Party A is correct Party A has the right to adopt any manner it considers appropriate including but no limited to fax mail personal delivery publications on the media etc for the collections from Guarantor Article 4 Guarantee Period Guarantee period means the period from the date of execution of this agreement to expiration time of lawsuit of each credit debt or other financing or the due date of the accounts receivable rights which the bank gives or each advance payment date plus two years under Agreement For each specific awarded credit extend guarantee period shall be extended by two more years from expiration date Article 5 Independence of Guarantee Letter The guarantee letter is independent continuous valid irrevocable and unconditional without the influence of Agreement nor any agreement document signed between Credit Applicant and any person organization nor change due to cheat reorganization closing dismission bankruptcy audit consolidation separation reform of a company of Credit Applicant nor the tolerance grace or postponement in performance of the creditor s rights and interests of Credit Applicant under Agreement Even though mortgage or guarantor at the same time thus Party A waives the sequence of mortgages waives alters or annuls other mortgage alters annuls the liability of guarantor or Party A requires Credit Applicant to assume the warranty liability first Article 6 Guarantor hereby declares and guarantees 6 1 Guarantor is a lawful established legal person or other organization which has warranty qualifications or the guarantor is a natural person who has full capacity of civil conduct ID No willing to undertake warranty liabilities under Agreement with all what he has or what he has the right to dispose 6 2 Presented letter of guarantee has been authorized or approved by competent authority such as upper level management board etc 6 3 Issuing this letter of guarantee is a true intention of guarantor without any fraud or threat 6 4 Before expiration date of this guarantee the guarantor shall undertake the total amount including translation of foreign currency no exceeding to owner s equity of guarantor 6 5 As per request of Party A provide timely financial report and with timely manner report to Party A about the guarantor s major resolution and changes regarding with production operation and management 6 6 All the financial reports and documents provided to Party A shall be genuine and legal The legal representatives of guarantor or other responsible have obligatory duties on this 6 7 As per request of Party A issue 6 8 Any commercial registration organization structure share holding structure operation method or financial status changes or debts restructuring major related transactions shall not affect the legal effects to Guarantor under this agreement In case it occurs the above mentioned cases which may affect the capabilities of performance of Guarantor the Guarantor is under obligation to inform Party A immediately 6 9 Both successor of guarantor or transferee shall be obliged by this Agreement The guarantor shall not transfer the above obligation without consent of Party A 6 10 The guarantor fails to repay all the debts under stipulations Party A has the right to deduct from the bank account which opened at Party A s bank or entrust other financial institution to deduct from Warrantor s bank account opened at their institution until all the delayed debts of credit applicant under this Credit Awarding Agreement are settled up Article 7 Not deemed to be waiver of the right The tolerance grace or postponement in performance of the rights and interests Party A shall enjoy during Credit Awarding Agreement toward any breach of agreement or delay on the part of Credit Applicant during the validity period of the Agreement shall not damage influence or restrict all the rights and interests Party A shall enjoy as the creditor according to the relevant legal provisions and shall not deemed to be waiver of the right to take action against the existing or future breach of Agreement Article 8 Dispute resolution This Agreement shall be governed under the laws of People s Republic of China The disputes arising from the performance of the agreement shall be settled according to the agreed resolution rules of Agreement Article 9 Terms The terms in this Agreement have the same meanings with the stipulation in Agreement except the clearly dictates otherwise Article 10 Notice The notice and requests etc related to this agreement between Party A and Credit Applicant shall be sent by writing If delivered by a dedicated person the relevant documents shall be deemed to have been served upon signing for receipt in case the addressee refuses to receive the documents such documents shall be deemed to have served on the date of refusal if delivered by mail shall be deemed to have been served seven days after sent out if delivered by fax shall be deemed to have been served on the fax machine receiving for receipt If Party A requests collections through mass media publics it shall be deemed to have been served on the date of publication Credit Applicant address Credit Applicant shall inform the bank in case of changing the contact address otherwise it shall undertake all the possible losses incurred thereby Article 11 Effectiveness The agreement shall take effect since the legal representatives principals or their authorized person sign or affix seal and affix the common seal contract seal If the guarantor is a natural person thus the agreement shall take effect since the sign of the guarantor Article 12 Creditor s right and transfer of accessory right of guarantee 12 1 When Party A transfers all the creditor s rights to third party under Credit Awarding Agreement the accessory right of maximum guarantee shall also transferred to the assignee no matter whether the creditor s rights to the maximum guarantee are confirmed 12 2 When Party A transfers part of the creditor s rights the right of guarantee transfers partly with it as the creditor s rights to guarantee in this agreement has been confirmed Party A shall share the right of guarantee with the assignee who has been transferred part of the creditor s rights by the creditor s rights that have not yet to be transferred according to the percentage of amount of the creditor s rights When Party A transfers part of the creditor s rights the Party A s right of guarantee trans