Exhibit 10.8


 


2-077


 


Contract No.: 0076692


 


GURANTEE CONTRACT


 


 


(Applicable to the Guarantee
provided by Natural Person)


 


 


Guarantor: Yu Dong


 


Creditor: Bank of Beijing Company
Limited Chaowai Branch


 


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GUARANTEE CONRACT


 


	
  A. Parties to the Contract

  
	
  1.
  Creditor (“Bank of Beijing”):

  
	
  Bank of
  Beijing Company Limited Chaowai Branch

  
	
  Person-in-Charge:
  Gu Mingqi

  
	
  Mailing
  Address: 20 Chaowai Dajie Chaoyang District, Beijing 100020

  
	
  Telephone:                           Fax:                              Customer
  Service Hotline:

  
	
  2.
  Guarantor:

  
	
  Name: Yu
  Dong                                                                                           Sex:

  
	
  ID Type
  and No.: Identification Card                        Home
  Telephone:

  
	
  Mobile
  Phone:                                     Office
  Telephone:             Fax:

  
	
  Domicile:
  Room 1, F /10, Building 14, Dongdaqiao Road, Chaoyang District, Beijing

  
	
  Address/Place
  of Residence: Beijing

  
	
  Mailing
  Address: F/18, Poly Plaza, 14 Dongzhimen Nandajie, Dongcheng District,
  Beijing 100027

  
	
  Work
  Unit and Address: Beijing Bona Film Culture Communications Co., Ltd.

  
	
  B. Guaranteed Master
  Contract

  
	
  Contract
  Name: General Credit Facility Grant Contract      Contract
  No.: 0076692

  
	
  Obligor:
  Beijing Bona Film Culture Communications Co., Ltd.

  
	
  The
  Guarantor hereby represents that it is the Obligor’s o spouse o parents and children o colleague  others: shareholder.

  
	
  W. Enforcement Notarization

  
	
  Whether
  this Contract is subject to enforcement notarization:  Yes, within 30 days after the execution
  hereof ox No.

  
	
  X. Special Agreements

  
	
  x

  
	
  Y. Acknowledgement by Guarantor

  
	
  The Guarantor hereby
  acknowledges: it has
  received and read the so-called “Terms and Conditions of the Guarantee
  Contract” attached hereto as Exhibit I and other relevant documents,
  Bank of Beijing has made detailed explanation and description of all terms
  and contents of this Contract to the Guarantor, and the Guarantor has read
  and fully understood all contents of this Contract. The execution by the
  Guarantor under Section Z acknowledges that it has fully agreed to and
  accepted all terms and conditions of this Contract (including Exhibit I
  and other exhibits), has no query, objection or challenge to all terms and
  content hereof, and has clearly and accurately understood the legal meaning
  of the provisions concerning the parties’ rights, obligations and
  liabilities.

  
	
  Z. Execution of the Contract

  
	
  Bank of Beijing hereby confirms
  its full agreement

  	
   

  	
  The Guarantor hereby confirms its
  full agreement

  



 


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  to and acceptance of this
  Contract:

   

   

  Bank of Beijing Company Limited Chaowai
  Branch (Seal)  Person-in-Charge/Authorized Representative:

  	
   

  	
  to and acceptance of this
  Contract, as well as its willingness to provide a joint and several guarantee
  to the Obligor:

   

   

   

  
	
  (Signature)

  	
   

  	
  Guarantor:

  	
  Yu Dong (Signature)

  
	
  The Obligor hereby confirms its
  full agreement to and acceptance of this Contract:

   

  	
   

  	
  This Contract was entered into
  this September 15 day of 2010 by and among the parties at Bank of
  Beijing.

  
	
  Obligor:

  	
  Yu Dong

  	
   

  	
   

  
					






Exhibit I: Terms and Conditions
of the Guarantee Contract


 


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Exhibit I to the Guarantee
Contract:


 


TERMS AND CONDITIONS OF THE
GUARANTEE CONTRACT


 


These TERMS AND CONDITIONS OF THE
GUARANTEE CONTRACT (this “Contract”) is an integral part of the Guarantee
Contract, and together with other provisions and exhibits hereof, constitute a
legal document of the rights and obligations between Bank of Beijing and
Guarantor set forth herein.


 


1.     Definitions and Interpretation


 


As used in this Contract, unless the
context otherwise requires, the following terms shall have the following
meanings:


 


PRC Laws: shall mean any law,
administrative regulation, judicial interpretation of the Supreme People’s
Court and rule, ordinance and order of the financial regulatory authorities of
the People’s Republic of China.


 


Business Day: shall any day Bank of
Beijing is open for general corporate banking business.


 


2.     Term for Performance of Debt by the Obligor under the Master Contract


 


The term for performance of debt by
the Obligor under the Master Contract is set forth in the Master Contract. In
the event of any early maturity of debt as provided in the Master Contract, the
date on which such early maturity occurs shall be the expiration date of debt
performance.


 


3.     Scope of Guarantee


 


The scope of guarantee provided by
the Guarantor under this Contract shall be all obligations of the Obligor
incurred under the Master Contract set forth in Section B hereof,
including, but not limited to, the main credit’s principal, interest, default
interest, penalty interest, compound interest, liquidated damages,
compensation, damages, and expenses to realize the creditor’s rights and
guarantee rights (including, but not limited to, attorney’s fees,
auction/sale/appraisal fees, investigation and evidence collection fees and
travel expenses, actually incurred) and other sums payable.


 


4.     Form and Term of Guarantee


 


The form of the guarantee hereunder
shall be a joint and several liability guarantee. The term of the guarantee
hereunder shall be two (2) years from the expiration date of the debt


 


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performance as determined in accordance
with the Master Contract. If the specific businesses under the Master Contract
have different debt due dates, then prior to the last debt due date, with
respect to each debt that has becomes due but has not been performed in full in
a timely manner, on each due date of each other debt after the due date of such
debt, it shall be automatically deemed that Bank of Beijing has requested the
Obligor and the Guarantor to perform such debt and bear the guarantee liability
with respect to such debt on such date again.


 


5.     Property to Secure the Guarantee Liability


 


5.1          The
property of the Guarantor to secure the guarantee liability includes all of the
following: (i) personal assets and rights of the Guarantor, including part
of the jointly owned property that belongs to the Guarantor; (ii) assets
and rights of any other party (including, without limitation, the Guarantor’s
spouse, parents and children) which the Guarantor has the right to dispose of
as agent, joint owner (provided, however, that the property necessary to
maintain the minimum living standards of the Guarantor itself and its family
members is excluded); provided further that, without the prior written consent
of Bank of Beijing, any act by any unit or person to limit or restrain the
Guarantor’s right of disposal set forth above or to limit or restrain the
Guarantor’s creation of the guarantee hereunder in any way (such as by
contract/agreement/covenant) shall be invalid, and shall not be bind upon Bank
of Beijing.


 


5.2          The
Guarantor hereby warrants to Bank of Beijing: it has obtained the consent of
other property joint owners and principals to secure the property set forth in the immediately
preceding paragraph against the guarantee hereunder, and its execution of or
affixation of seal to this Contract shall be deemed to be the execution of
contract by it as an agent on behalf of other property joint owners and
principals.


 


6.     Amendment to the Master Contract


 


6.1          Except
for extension of the term for the principal obligation by the Obligor and Bank
of China (other than the relevant extension of expiration date as a result of
any delay of the term commencement date or the extension as a result of any
rest day or public holiday) or increase of the principal amount of the
principal obligation by agreement, no amendment to the Master Contract shall
require the consent of or notice to the Guarantor; provided, however, that the
Guarantor shall have the right to be informed by the Obligor of any amendment
to and implement of the Master Contract at any time.


 


6.2          In the
event of any extension of the term for the principal obligation as agreed by
Bank of China and the Obligor or any increase of the principal amount of the
principal obligation by agreement in violation of Section 6.1, without the
express or implied consent of the Guarantor (in advance or not), the Guarantor
shall have the right to refuse to bear the guarantee liability for the
increased part of the obligation, and remain to be liable pursuant to this
Contract for the obligation under the Master Contract as if such amendment had
not been made.


 


7.     Covenants and Warranties


 


In addition to the covenants and
warranties made in other provisions hereof, the Guarantor hereby covenants and
warrants to Bank of Beijing as follows:


 


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(1)           The Guarantor has full capacity for civil rights and civil
conduct, and has the qualification and power to enter into and perform this
Contract;


 


(2)           The Guarantor’s address and place of residence is the same
as the domicile set forth in Section A hereof. In the event of any
difference between the place of residence of the Guarantor and the address
indicated on its ID certificate, the Guarantor has explained and filled out its
detailed address of place of residence in Section A.


 


(3)           The execution and performance of this Contract by the
Guarantor do not violate any applicable law, regulation, rule, administrative
order or effective judicial decision/arbitration award binding upon it, or any
contract, agreement or covenant binding upon it, nor infringe any legal right
of any third party;


 


(4)           With respect to all assets owned by the Guarantor and
jointly owned by it with others and which it has the right to dispose of
(including personal property and real property, and the motor vehicles and
vessels that have gone through the title registration shall be deemed to be
real property), rights (the intellectual property shall be deemed as real
property) and the liabilities incurred by the Guarantor (including contingent
liabilities) and bank accounts (including banks, bank accounts and deposit
balance, etc.), the Guarantor has made a detailed explanation and
submitted all documents, certificates and other materials to Bank of Beijing,
and the Guarantor warrants that all of the foregoing explanation and materials
are true, legal, complete and valid, with no concealing, false, fraud or
misleading information.


 


(5)           As of the date of this Contract and until the date on which
this Contract has been fully performed, there has been no criminal/administrative/civil
action, mediation, arbitration, administrative penalty or other dispute with
respect to the Guarantor that would have an adverse effect on the execution or
performance of this Contract by the Guarantor;


 


(6)           Prior to the termination of this Contract, without the prior
formal express written consent of Bank of Beijing, the Guarantor shall not
transfer, convey, rent, lend, contract, hold in custody, encumber, entrust or
otherwise dispose of any of its assets or rights, provided that any disposal of
any personal property or right less than five percent of the principal amount
of the principal obligation under the Master Contract, individually or in the
aggregate, shall not require prior consent of Bank of Beijing;


 


(7)           Prior to the termination of this Contract, the Guarantor
shall give thirty-day written notice to Bank of Beijing with respect to any
change in its name, domicile, place of residence, mailing address, postcode,
home telephone, work unit telephone, mobile number, fax number or other
personal information (collectively, “Personal Information”);


 


(8)           The Guarantor fully understands and agrees to the terms and
contents of the Master Contract, and confirms that it is jointly liable for its
covenants and other obligations and liabilities of the Obligor under the Master
Contract;


 


(9)           Upon awareness of any occurrence or likely occurrence of any
fact which would or could jeopardize Bank of Beijing’s rights under the Master
Contract or this Contract, including, but not limited to, any breach, winding-up
or bankruptcy of the Obligor, the Guarantor shall endeavor to take remedial
measures and promptly notify Bank of Beijing;


 


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(10)         In the event that Bank of Beijing requests the Guarantor to
service the debt or perform other obligations pursuant to this Contract, the
Guarantor shall immediately perform its guarantee obligation.


 


8.     Assumption of Liabilities


 


8.1          If the Guarantor dies, disappears, or becomes
subject to limitation on or loss of capacity for civil conduct, Bank of Beijing
may take the measures set forth herein, and request its successor, receiver,
custodian to perform the liabilities hereunder.


 


8.2          If the Obligor under the Master Contract performs
all debts thereunder when due, the Guarantor shall no longer bear the guarantee
liability hereunder.


 


9.     Breach and Deduction


 


9.1          Upon occurrence of one or more of the following, the Guarantor shall be
deemed to be in breach:


 


(1)           The Guarantor fails to fully and properly perform any of its
covenants, guarantees, obligations or liabilities under this Contract;


 


(2)           The Obligor fails to fully and properly perform any of its
covenants, guarantees, obligations or liabilities under the Master Contract, or
any other event of breach under the Master Contract occurs;


 


(3)           The Guarantor is handling exit procedures or departing from
mainland China which Bank of Beijing believes would have an adverse effect on
the performance of this Contract;


 


(4)           Any change in marital relationship, support/maintenance/adoption
relationship and/or dispute or event involving property settlement on the part
of the Guarantor which would have an adverse effect on its ability to pay debts
has occurred;


 


(5)           The Guarantor is dead or declared to be dead, disappears or
is declared to disappear, or becomes a person with limited or no capacity for
civil conduct;


 


(6)           The Guarantor fails to perform its obligations with respect
to any other loan, guarantee, indemnification, covenant or other debt when due,
or is subject to litigation/litigation or enforcement, which Bank of Beijing
believes, has had or would have an adverse effect on the Guarantor’s ability to
perform this Contract;


 


(7)           The Guarantor indicates expressly or through its behavior
that it will not perform the obligations hereunder;


 


(8)           Any other event or act which would have an adverse effect on
the creditor’s rights of or guaranteed rights Bank of Beijing;


 


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9.2          In the event of any breach of this Contract by the Guarantor, Bank of
Beijing shall have the right to hold the Guarantor responsible for the
breach.  Bank of China shall also have
the right to deem it as a material breach of the Master Contract by the
Obligor, and declare at any time that all or part of the obligations (as
determined by Bank of Beijing) to become due immediately, requesting the
Obligor to perform such obligations immediately and the Guarantor to bear the
guarantee liabilities. In addition, Bank of Beijing shall be entitled to
request the Obligor and/or the Guarantor to bear other liabilities, such as
payment of the penalty interest, default interest and compound interest,
liquidated damages, indemnification and damages, in accordance with the PRC
Law, this Contract and/or the Master Contract.


 


9.3          In the event that any obligation or liability of the Guarantor becomes
due and payable, Bank of Beijing shall have the right to deduct directly from
any account opened by the Guarantor with any business unit of Bank of Beijing
to perform such obligation, and to dispose of any property or right in which
the Guarantor has the ownership, right of disposal or the right to receive
income as possessed or held in custody by any unit of Bank of Beijing, and use
the proceeds therefrom to perform such obligation.


 


9.4          Any amount received by Bank of Beijing from any exercise of guarantee
rights under this Contract, shall be settled against the creditor’s rights of
Bank of Beijing in the following order: (i) expenses in connection with
realization of the creditor’s rights and guarantee rights; (ii) damages
and indemnification; (iii) liquidated damages; (iv) compound interest
and penalty interest; (v) default interest; (vi) interest; (vii) principal;
(viii) other sums payable; provided, however, that Bank of Beijing shall
have the right to unilaterally change the order of settlement set forth above.


 


10.  Severability.


 


The validity of this Contract shall
be independent from the Master Contract, other guarantees and any
contract/agreement/covenant under the Master Contract, and any other
contract/agreement/covenant. This Contract shall not be affected by the
existence, validity, termination, revocation or enforcement of the latter. Any
extension, tolerance, waiver or release by Bank of China under the latter shall
not affect the performance this Contract. For the avoidance of doubt, the
Guarantor further confirms that: even if there is any other guarantee,
insurance or similar guarantee arrangement under the Master Contract, the
Guarantor shall still bear joint guarantee liability for all obligations of the
Obligor under the Master Contract, and the Guarantor’s guarantee liabilities
under this Contract shall neither be mitigated or released as a result thereof,
nor become subject to any claim, action/arbitration, enforcement application
against the Obligor and/or any other third party.


 


11.  Notarization.


 


If required by Section W of
this Contract, the Guarantor shall, during the term requested by Bank of
Beijing, handle the notarization matters set forth above with Bank of Beijing
at the notarization agency selected by Bank of Beijing, and the Guarantor shall
bear the notarization expenses. The parties agree that this Contract shall be
enforceable upon notarization. At that time, if the rights of Bank of Beijing
under this Contract and/or the Master Contract has not been fully performed
when due, Bank of Beijing shall have the right, by virtue of this


 


9

















 


Contract, the Master Contract,
records of the performance situation of the Obligor as presented by Bank of
Beijing, to directly apply for the enforcement certificate, and to apply to the
competent people’s court for enforcement, so as to realize the rights of Bank
of Beijing under this Contract.


 


12.  Information Disclosure and Inquiry.


 


The
Guarantor agrees that Bank of Beijing shall have the right to, as required by
the PRC Law and requirements of financial regulatory authorities or credit
information agencies, save the information relating to this Contract and other
information provided by the Guarantor to inter-bank credit consultation system,
credit information system and other database set up in accordance with law for
the inquiry and use by properly qualified units/individuals. In the event of
any breach by the Guarantor under this Contract, Bank of Beijing shall have the
right to decide to disclose the breach of the guarantor, based on the breach
situation thereof, and provide the relevant information to the collection
agencies for purposes of collecting the sums owed from the Guarantor.


 


13.  Notices.


 


13.1        Notices
or documents delivered by Bank of Beijing hereunder shall be deemed to have
been received: on the date of receipt by the addressee or its agent, if delivered
in person or by designee; the day after the mailing date, if delivered by
express mail service, intra-city (including urban and suburban areas)
registered mail. In the event that the date of receipt determined as described
above is different from the actual receipt date or the formal acknowledgement
date of the addressee, the date whichever is earlier shall be deemed to be the
date of receipt.


 


13.2        In
the event of any failure by the Guarantor to perform its notice obligation
under this Contract upon change in its personal information, any notice or
document delivered by Bank of Beijing based on the Guarantor’s information set
forth herein, upon its delivery, shall be deemed to have been effectively
received and acknowledged by the Guarantor on the day after the delivery date.


 


14.  Assignment.


 


14.1        Without
the prior written formal consent of Bank of Beijing, neither the Guarantor nor
the Obligor shall not, individually or jointly, transfer any of rights or
obligations under the Master Contract and/or this Contract to any third party,
or create any lien or trust on its rights.


 


14.2        Bank
of Beijing shall have the right to unilaterally transfer its rights under the
Master Contract and this Contract to any third party, or create any lien and/or
trust thereon; provided, however, that Bank of Beijing shall make an
announcement on public media or notify the Guarantor in writing of such
transfer. Bank of Beijing may take any action set forth above does not require
the consent of the Guarantor, and the Guarantor shall continue to be liable to
Bank of Beijing and its assigns and beneficiaries pursuant to this Contract.


 


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15.  Governing Law and Dispute Resolution.


 


This
Contract shall be governed by the PRC Law. All disputes in connection with this
Contract shall be governed by the people’s court of the place where Bank of
Beijing is located.


 


16.  Miscellaneous.


 


16.1        In
the event of any inconsistency between the special agreements made by the
Guarantor and Bank of Beijing in Section X hereof and other provisions of
this Contract, the special agreements set forth in Section X shall
prevail.


 


16.2        Bank
of Beijing and the Guarantor shall have the right to modify, supplement or
terminate this Contract through consultation, without the consent of the
Obligor, and such modification, supplement or termination shall become
effective without any notice.


 


16.3        This
Contract constitutes the entire agreement between the Guarantor and Bank of
Beijing with respect to this Contract and the subject matter hereof, and
supersedes all contracts, instruments, agreements,  covenants, representations and warranties,
both written and oral, made by the parties prior to the execution of this
Contract; provided, however, that the applications, covenants, warranties,
representations and warranties made by the Guarantor to Bank of Beijing for
purposes of entering into this Contract with Bank of Beijing prior to the
execution of this Contract shall remain binding upon the Guarantor.


 


16.4        In
the event that any provision or content of this Contract has been revoked or
held invalid in accordance with law, the remaining provisions and contents
shall not be affected and shall remain valid.


 


16.5        Prior
to the full settlement of the creditor’s rights of Bank of Beijing, in the
event of any breach by the Obligor and/or the Guarantor, such as overdue
payment or delay, no tolerance, extension or delay in exercise of rights
granted by Bank of Beijing shall have any damage, effect or limitation on any
right to which Bank of Beijing is entitled as the Creditor, and it shall
neither be interpreted as any permission by Bank of Beijing of any breach, nor
operate as a waiver by Bank of Beijing of any right to take actions against
such breach for the time being or in the future.


 


16.6        The
heading of each provision hereof is for reference only, and it shall neither be
construed as part of this Contract, nor limit or affect the content or
interpretation of such provision.


 


16.7        If
the number of natural persons on the part of the Guarantor are more than two
(inclusive), then the natural persons shall be severally and jointly
responsible for all covenants, warranties, obligations and liabilities
hereunder, and any breach by any nature person shall deemed to be a breach by all
natural persons. Moreover, all natural persons shall be agents for each other,
the consent, acceptance or acknowledgement by any natural person shall be
deemed as the consent, acceptance or acknowledgement of all natural persons.


 


16.8        This
Contract shall become effective after being signed by the Guarantor in Section Z
hereof and being signed and sealed by the person-in-charge/authorized
representative of Bank of Beijing in Section Z hereof. This Contract shall
be executed in three original copies


 


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(or with
an additional copy to be delivered to the notarization agency if notarization
is required.), with each of Bank of Beijing, the Guarantor and the Obligor
holding one copy of equal validity.


 


[End of full contents of the
Terms and Conditions of the Guarantee Contract attached to the Guarantee
Contract as Exhibit I]


 


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Bank of Beijing


 


Enforcement
Notarization Agreement


 


No: 0076692


 


4-059


C08991


 


Party A (Customer): Yu Dong


Contact:


Title:


Telephone:


Fax:


Postcode: 100027


Address: F/18, Poly Plaza, 14
Dongzhimen Nandajie, Dongcheng District, Beijing


 


Party B (Creditor): Bank of Beijing Company Limited Chaowai Branch


Contact:  Che Yanchao


Title: Assistant to Chief of Branch


Telephone: Fax:


Postcode: 100020


Address: 20 Chaowai Dajie, Chaoyang
District, Beijing


 


WHEREAS, Party A and Party B
have agreed to enter into the contract set forth in Article 1 hereof; and
in order to ensure Party B’s timely realization of its rights and interests
thereunder, Party A and Party B mutually agree to grant enforceability to such
contract. NOW, THEREFORE, upon consultation and agreement, on the basis of
equality and free will, Party A and Party B hereby enter into the following for
mutual observance:


 


Article 1  Party A and Party B of their own will and
accord apply to have the following particular instrument evidencing creditor’s
claims (“Relevant Contract”) subjected to enforceability-granting notarization
(“Enforcement Notarization”):


 


Contract Name:  Guarantee Contract


Contract No.:  0076692


Contract Date: September 15,
2010


 


Party A and Party B have no
objections as to the amounts of the claims and debts and their term and other
details set out in the Relevant Contract.


 


Article 2  Party A and Party B agree to apply for and
complete the Enforcement Notarization hereunder with Beijing Fangyuan Notary
Public Office (or such other notary


 

















 


public office as may be agreed by
their respective representatives by affixing their signatures,  “Notary Office”). The notarization fee shall
be borne by Party A and shall be based on the standards fixed by the Notary
Office.


 


Article 3  Party A and Party B hereby represent and
warrant to each other and to the Notary Office that: (1)  it has the qualification and
capacity to enter into and perform this agreement and has obtained or completed
any requisite internal and external authorizations, consents or filings to
ensure that this agreement is legally binding on it; (2) the person
executing this agreement on its behalf has been fully authorized and is
empowered to enter into this agreement on its behalf; and (3) it has
obtained full knowledge of the provisions of relevant laws, regulations,
administrative rules and industry rules related to notarization in
general and Enforcement Notarization in particular, has fully known and
understood the implication, content and procedures, risks and liabilities, and
other legal consequences arising from enforceability-granting notarization of a
contractual instrument; and on such basis, it voluntarily proceeds to effect
the Enforcement Notarization.


 


Article 4  Party A and Party B hereby confirm that the
Relevant Contract shall become capable of enforcement immediately upon
notarization. If the rights and interests of Party B cannot be timely and fully
realized by the time of expiry of the performance term of the Relevant Contract
(including expiry of the contractual term; expiry of the statutory term, or
accelerated expiry of the contractual or statutory term), or if there arises
any circumstance set out in the Relevant Contract under which Party B may
exercise its contractual rights, Party B shall then, without notice to Party A,
have the right to directly apply to the Notary Office to have the enforcement
certificate issued by showing the Relevant Contract, the Enforcement
Notarization certificate, the record on the coming into being of the creditor’s
claims and the record on contract performance (both of which are to be issued
by Party B) and shall further have the right to file an enforcement motion with
the competent People’s Court on the strength of such enforcement certificate.
Party A hereby undertakes that it will voluntarily and unconditionally accept
such enforcement.


 


Article 5  Party A and Party B hereby confirm that: Upon
performance of relevant obligations under the Relevant Contract, Party A shall
be obligated to submit, with 2 Business Days of such performance,  a photocopy of the debt satisfaction certificate
obtained by it from Party B (e.g. repayment certificate) (affixed with the seal
of Party A) to the Notary Office (Address and Postcode:  F/5, INN Building, 5 Dongshuijin Alley,
Chaonei Dajie, Dongcheng District, Beijing 100010; Addressee: Notary Wang
Ruilin; Tel: 85197505; Fax: 85197550; 
the Notary Office may change the foregoing contact information by an
announcement published on its website or by a notice to Party A) for
record.  The Notary Office may then, without
notice to Party A, verify in conjunction with Party B the debt satisfaction
certificate (if any) so submitted by Party A and will treat the verification
result as the factual basis with which to assess whether Party A has fully
satisfied its debts under the Relevant Contract and to issue the enforcement
certificate together with details of the scope of debts subjected to
enforcement.  If Party A fails to timely
submit an adequate debt satisfaction certificate or if the debt satisfaction
certificate submitted by it contains formal or substantive deficiencies or
defects or is not


 


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recognized
by Party B, the Notary Office shall be entitled to form its independent
judgment on the basis of the contract performance record submitted by Party B
and Party A shall bear relevant risks and adverse consequences.


 


Article 6  Party A and Party B confirm that: The legal
consequences arising from the Relevant Contract being granted enforceability
shall extend to the Relevant Contract itself, the annexes thereto and other
integral parts thereof, as well as any valid amendments and supplements thereto
in effect from time to time (irrespective of whether such amendments or
supplements have arisen automatically from contractual provisions or the
provisions of laws and regulations applicable to the Relevant Contract, or have
arisen from the mutual agreement of the two parties, or the exercise by a party
of any contractual or statutory rights).


 


Article 7
If the Notary Office deems it necessary to contact Party A, it may make such
contact by way of telephone, fax, letter or otherwise in accordance with the
contact information set out in the preamble hereof or such contact information
as then deemed valid by the Notary Office (e.g. Party A’s then registered
address, legal representative or actual office or place of business) or by
face-to-face inquiry. Party A shall timely inform the Notary Office of any
change to its contact information. Otherwise, the Notary Office shall have the
right to treat its contact information as un-changed.


 


Article 8  If any provision or term of this agreement is
legally struck down or found invalid, the validity of the remaining provisions
or terms shall not be affected. Such remaining provisions or terms shall remain
in full force and effect.


 


Article 9  This agreement is an integral part of the
Relevant Contract and constitutes a schedule thereto. This agreement prevails
over the dispute resolution provisions of the Relevant Contract.  In the event of any conflict between the
Relevant Contract and this agreement, this agreement shall control. Party B
shall always have the right to file the application for the issuance of the
enforcement certificate and the application for enforcement, irrespective of
whether it has brought lawsuit or arbitration proceedings under the Relevant
Contract. Party A shall not bring any lawsuit or arbitration proceedings under
the Relevant Contract to oppose or prevent Party B’s applications for the
enforcement certificate and for enforcement.


 


Article 10   This agreement is entered into on this day
of September 15, 2010 at the domicile of Party B. This agreement shall
become effective upon execution by both parties. This agreement shall be made
in three copies. Party A, Party B and the Notary Office shall each hold one
copy. All of the copies shall have the same force and effect.


 


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Party A: Yu Dong (seal)


 


Legal Representative:                                       (signature of Yu Dong)


(or authorized representative)


 


 


Party B: Bank of Beijing (seal)


 


Legal Representative:                                       (signature)


(or authorized representative)


 


5