Unassociated Document


    Contract of
Guarantee of Maximum Amount

     

    AGRICULTURAL
BANK OF CHINA

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ABCS
(2007) 2005

     

    Contract of
Guarantee of Maximum Amount

     

    Contract
No. 33905201000030826

     

    Dear
customer, in order to protect your right, please read the terms in detail
(especially bolding caption) and acknowledge your right and obligation before
you sign the contract.

     

    Lender
(full name): Agricultural Bank of China
Changxing
County Sub-branch

     

    Guarantor
(full name):  (1) Zhejiang Chisen Glass Co.,
Ltd.

     

      (2) _____________________________

     

      (3)
_____________________________

     

    Whereas,
the Guarantor is willing to provide a guarantee of maximum amount for the
Lender’s rights under a series of business contracts (hereinafter referred
to as master contract) concluded by and between the Lender and Changxing Chisen Electric Co.,
Ltd.
(hereinafter referred to as Borrower) in accordance with Article 1 of this
Contract. In accordance with relevant national laws and regulations, all parties
hereby conclude as follows through amicable negotiation:

     

    Article 1
   Principal Lender's rights guaranteed and maximum
amount

     

    
      	
              1.

            	
              The
      Guarantor is willing to provide guarantee for the following Lender’s
      rights by and between the Lender and the Borrower, amounting to RMB 110,000,000.00. Foreign
      currency is converted according to the selling price on the date of the
      occurrence of the business under Item 1 of Article 1
    herein.

            


    

     

    
      	
              (1)

            	
              The
      Lender will, from August 27, 2010 to August 26, 2012, transact
      Lender’s rights formed from agreed business together with the
      Borrower. The said period is the definite period of guaranteed Lender’s
      rights of maximum amount. The said business includes: (put “√”before the
      right answer)

            


    

     

    
      
        
          
            
              
                
                  	
                          þRMB/foreign
      currency loan

                        	
                           ̈L/C
      for deposit abatement 

                        
	 	 
	
                           ̈Packing
      credit for exports

                        	
                           ̈Commercial
      bill discounted

                        
	 	 
	
                           ̈Commercial
      bill discounted

                        	
                           ̈Inward
      documentary Bill

                        
	 	 
	
                           ̈Bank
      Guarantee

                        	
                          þCommercial draft
      acceptance 

                        


                

              

            

          

        

      

       

       ̈Outward
documentary Bill

       

       ̈Other
business:_________________________________

    

     

    
      	
              (2)

            	
              The
      principal and interests of the following unpaid Lender’s rights under
      master contract between the Lender and the Borrower and relevant interest,
      penalty interest, compound interest and expenses. The relevant interest,
      penalty interest, compound interest and expenses will be counted according
      to master contract until the date of actual
  payment:

            


    

     

    
      
        
          
            
              	
                      Name
      of contract

                    	
                      No.
      of contract

                    	
                      Unpaid
      principal and interests

                    	
                      Currency

                    
	
                      Refer
      to note

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (The
attached list added due to the insufficiency of the above list shall be an
integral part of the Contract.)

     

    
      	
              2.

            	
              Category,
      amount, interest rate and term of each business guaranteed by this
      Contract are subject to relevant legal instrument or
    voucher.

            


    

     

    
      	
              3.

            	
              Within
      the period and maximum amount under the Contract, the Lender needs not to
      carry out guarantee procedures one by one at the time of issuing the loan
      under the Contract or providing other bank
  credit.

            


    

     

    
      	
              4.

            	
              Currency
      is not limited in respect of the business occurred within the period and
      maximum amount under the Contract, and the Guarantor undertakes guarantee
      liabilities by the original
currency.

            


    

     

    Article 2    Scope
of guarantee

     

    The scope
of guarantee includes all the expenses accrued to the Lender for realizing
Lender’s rights, including principal and interests of
principal Lender's rights, penalty interest, compound interest,
penalty, liquidated damages, litigation (arbitration) fee and attorney
fees.

     

    The
Guarantor is willing to undertake guarantee liabilities for the part
exceeding the maximum amount due to the change of rate of exchange.

     

    Article 3    Method
of guarantee

     

    The
guarantee herein is joint and several, namely, the guarantors under the Contract
undertake joint and several liabilities for the Lender
jointly.

     

    Article 4  
 Period of guarantee

     

    
      	
              1.

            	
              The
      period of guarantee of the Guarantor is two years from the expiration
      of the master contract.

            


    

     

    
      	
              2.

            	
              The
      period of guarantee of commercial draft acceptance, L/C for deposit
      abatement and bank guarantee is two years from the date of the Lender
      advances.

            


    

     

    
      	
              3.

            	
              The
      period of guarantee of commercial bill discounted is two years from the
      expiration of discounted bill.

            


    

     

    
      	
              4.

            	
              If
      the Lender and the Borrower conclude a renewal agreement for
      the period of repaying debts under master contract, the Guarantor
      will continue to undertake the guarantee liabilities and the period of
      guarantee is two years from the expiration of the said renewal
      agreement.

            


    

     

    
      	
              5.

            	
              In
      case the occurrence of events under laws or master contract results in the
      acceleration of maturity of Lender’s rights under master contract by
      the Lender, the period of guarantee is two years as of the date when the
      Lender confirms the acceleration of maturity of Lender’s rights under
      master contract.

            


    

     

    Article 5
   Covenants of the Guarantor

     

    
      	
              1.

            	
              Having
      obtained the authorization for the guarantee under this Contract in
      accordance with relevant provisions and
  procedures.

            


    

     

    
      	
              2.

            	
              Having
      provided the Lender with true, complete and valid financial statements,
      articles of incorporation or other relevant data and information, and
      having accepted the Lender’s supervision and inspection against its
      production operations and financial
status.

            


    

     

    
      	
              3.

            	
              The
      Guarantor is willing to fulfill guarantee liabilities in the event that
      the Borrower fails to repay debts as stipulated in master
      contract.

            


    

     

    
      	
              4.

            	
              In
      case the Guarantor fails to fulfill guarantee liabilities as stipulated in
      the Contract, the Lender has the right to deduct directly relevant amounts
      from the account that the Guarantor opens in the Lender’s
      bank.

            


    

     

    
      	
              5.

            	
              In
      any of the following situations, the Guarantor shall notify the
      Lender immediately in writing:

            


    

     

    
      	
              (1)

            	
              The
      Guarantor changes its name, address, legal representative, contact way,
      etc.;

            


    

     

    
      	
              (2)

            	
              The
      Guarantor changes it subordinate relationship,
      senior personnel, articles of incorporation or organizational
      structure;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              (3)

            	
              The
      financial status or production operations of the Guarantor is in trouble,
      or having material lawsuit or arbitration to the
      Guarantor;

            


    

     

    
      	
              (4)

            	
              The
      Guarantor shuts down, goes out of business, suspends business for
      rectification, or files for bankruptcy or reorganization,
      etc.;

            


    

     

    
      	
              (5)

            	
              The
      business license of the Guarantor is cancelled or revoked, or it is
      ordered to close down, or other grounds for dissolution has occurred;
      or

            


    

     

    
      	
              (6)

            	
              The
      events happen to the Guarantor that are adverse to the realization of
      Lender’s rights by the Lender;

            


    

     

    
      	
              6.

            	
              In
      the event of carrying out any of the following actions, the Guarantor
      shall notify the Lender 15 days in advance and obtain its written
      consent:

            


    

     

    
      	
              (1)

            	
              The
      Guarantor changes its capital structure or management system,
      including, but not limited to, contract, lease, shareholding reform,
      joint-operation, merger, division, joint venture, reduction of capital,
      transfer of assets, filing for reorganization, reconciliation or
      bankruptcy; or

            


    

     

    
      	
              (2)

            	
              The
      Guarantor provides guarantee to a third party or creates mortgage or
      pledge for the debts of it or a third party, which may impact its
      fulfillment of the guarantee liabilities under the
    Contract.

            


    

     

    Article 6   
Confirmation of guaranteed Lender’s rights

     

    In any of
the following situations, the Lender’s rights of the guarantee of maximum amount
under this Contract are confirmed:

     

    
      	
              1.

            	
              The
      definite period of Lender’s rights expires. “The definite period of
      Lender’s rights expires” includes the expiration of the definite period of
      Lender’s rights under Article 1 hereof, and acceleration of maturity of
      definite period of the Lender’s rights by the Lender in accordance with
      relevant national law and regulations or the provisions herein. In case
      the Borrower violates its obligations under master contract or the
      Guarantor violates its obligations under the Contract, the Lender has the
      right to accelerate the maturity of definite period of the Lender’s
      rights;

            


    

     

    
      	
              2.

            	
              New
      Lender’s rights may not happen;

            


    

     

    
      	
              3.

            	
              The
      Borrower and the Guarantor are adjudicated a bankruptcy or revoked;
      or

            


    

     

    
      	
              4.

            	
              Other
      situations stipulated by laws for the confirmation of Lender’s
      rights.

            


    

     

    Article 7  
 Undertaking of guarantee liabilities

     

    
      	
              1.

            	
              In
      any of the following situations, the Lender has the right to require the
      Guarantor to fulfill guarantee liabilities. In case the
      amount paid by the Guarantor is insufficient to pay off the Lender’s rights guaranteed under
      this Contract, the Lender may apply this amount to repay
      the principal, interests,
      penalty interest,
      compound interest or fees,
etc.;

            


    

     

    
      	
              (1)

            	
              The
      Lender is not repaid upon the expiration of the period of repaying debts
      under master contract. “The period of repaying debts under master contract
      expires” includes the expiration of the period of repaying debts under
      master contract, and acceleration of maturity of definite period of the
      Lender’s rights by the Lender in accordance with relevant national law and
      regulations or the provisions
herein;

            


    

     

    
      	
              (2)

            	
              People’s
      court accepts the Borrower and Guarantor’s application for bankruptcy, or
      verdicts Reconciliation;

            


    

     

    
      	
              (3)

            	
              The
      business license of the Borrower and Guarantor is cancelled or revoked, or
      they are ordered to close down, or other grounds for dissolution has
      occurred;

            


    

     

    
      	
              (4)

            	
              The
      Borrower and Guarantor dead, or are declared missing or
    dead;

            


    

     

    
      	
              (5)

            	
              The
      Guarantor violates its obligations hereunder;
or

            


    

     

    
      	
              (6)

            	
              Other
      situations impacting seriously the realization of Lender’s
      rights.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              2.

            	
              The
      lender’s right is guaranteed by pledged property and guarantor’s
      guarantee. Lender can achieve the lender’s right by pledged property or
      request guarantor to bear the guarantee obligation. For lender who has
      chosen one of the way to achieve the lender’s right, it can request other
      way to partially or fully to achieve the lender’s right as
      well.   

            


    

     

    
      	
              3.

            	
              If
      the Borrower provides property as guarantee, the Guarantor, in case of
      abandonment of such security interest by the Lender, cis-position of the
      security interest or change of the security interest, agrees to provide
      joint and several guarantee liabilities for the Lender’s rights under
      master contract as specified herein. “The security interest” refers to the
      security interest formed when the Borrower provides material guarantee for
      the Lender’s rights under master
contract. 

            


    

     

    
      	
              4.

            	
              Guarantor
      guarantee for the borrower consist of but not limited to the loans
      pursuing to this contract. If the guarantor’s payment cannot fully cover
      all liability, the order of settlement is determined by the
      lender.

            


    

     

    
      	
              5.

            	
              According
      to legal obligation or the terms of this contract, exercise of the set-off
      right against guarantor; the order of set-off liability is determined by
      lender. Lender exercises the right of subrogation according to law, the
      order of repayment or set-off from sub-class borrower for the liability is
      determined by lender.

            


    

     

    Article 8  
 Liabilities for breach of contract

     

    
      	
              1.

            	
              In
      case the Lender fails to fulfill its obligations agreed results in loss to
      the Guarantor after the effectiveness of the Contract, it shall bear
      relevant liabilities for damages.

            


    

     

    
      	
              2.

            	
              In
      any of the following actions taken by the Guarantor, it shall pay
      penalty to the Lender according to 1 % of the
      maximum amount of the Lender’s rights guaranteed by the Contract; in case
      of any loss to the Lender by the Guarantor, the latter shall compensate
      fully at the same time:

            


    

     

    
      	
            	
              (1)

            	
              Having
      not obtained legal and valid authorization for the guarantee
      hereunder;

            


    

     

    
      	
            	
              (2)

            	
              Failing
      to provide true, complete and valid financial statements, articles of
      incorporation or other relevant data and
  information;

            


    

     

    
      	
            	
              (3)

            	
              Failing
      to notify the Lender promptly in case of the situation described in Item 5
      of Article 5 of this Contract;

            


    

     

    
      	
            	
              (4)

            	
              Having
      not obtained the Lender’s consent in advance prior to the implementation
      of the acts described in Item 6 of Article 5 of this Contract;
      or

            


    

     

    
      	
            	
              (5)

            	
              Any
      other act violating the provisions herein or impacting the realization of
      Lender’s rights by the Lender.

            


    

     

    Article 9 
  Set-off right, relief of objection period

     

    Lender
exercise set-off right or right of relief according to legal regulation;
guarantor got 7 days of objection period, from the day borrower notify guarantor
by written, verbal or other forms.

     

    Article 10  Settlement of
dispute

     


    In the
event of any dispute arising out during the performance of this Contract,
all parties may solve through negotiation, or settle by the following 1  way:

     

    
      	
              1.

            	
              Litigation,
      under the jurisdiction of the people’s court at the Lender’s
      address.

            


    

     

    
      	
              2.

            	
              Arbitration,
      submitting to                       
       (full name of arbitration institution) for arbitration
      according to its arbitration rules.

            


    

     

    During
litigation or arbitration, the provisions hereof not involved in disputes must
be continued.

     

    Article 11  Miscellaneous

     

    
      
        	
                1.

              	
                The
      Guarantor shall comprehend the operating status of the Borrower and the
      occurrence and fulfillment of all business hereunder. The master contract
      and relevant instrument of vouchers for the occurrence of the business
      hereunder will not be sent to the Guarantor
  again.

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    _____________________________________________________________________________________________

     

    _____________________________________________________________________________________________

     

    _____________________________________________________________________________________________

     

    _____________________________________________________________________________________________

     

    Article
12  Effectiveness of contract

     

    This
Contract will come into force as soon as being signed or sealed by all
parties.

     

    Article 13  This
Contract is in triplicate of equal force, one for the Lender, the Guarantor and
the Borrower respectively.

     

    Remarks

     

    The
Lender has called the attention (especially in bold letter) of the Guarantor to
understanding fully and correctly all provisions herein and, at the request of
the Guarantor, has made corresponding explanations for the provisions herein.
The parties hereto agree on the meanings of this Contract.