Exhibit 10.5
Guarantee Contract for No.:
4403402912009110028
China Development Bank Co., Ltd.
RMB Capital
Lender: China Development Bank Co., Ltd.
Address: No. 12 Fuxinglu,
Yangfangdian, Haidian District, Beijing
ID No.:
110108196302145010
Lender: China Development Bank
Co., Ltd.
Add: No.29 Fu Cheng Men Wai Dajie,
Xicheng District, Beijing, China
Legal Representative: Chen
Yuan
Operation
Branch: China Development Bank Co., Ltd., Shenzhen
Branch
Branch Address: 12-15/F,Citic
Building,No.1093 Shennanzhonglu,Shenzhen,China
Branch Manager: Yu
Xiaoping
To ensure that the Borrower
(“Shenzhen Diguang Electronics Co., Ltd.”) fulfills its
loan contract No. 4403402912009110028 signed with the Lender
(hereinafter referred to as the “Main Contract”), the
Guarantor is willing to provide the guarantee to the Lender. The
Guarantor and the Lender have reached an agreement to conclude this
Contract.
Except for the other stipulation of
this Contract, the terms relating to the definition in this
Contract are the same as the Main Contract.
Under the Main Contract, the
Borrower borrows RMB30 million that is thirty million Yuan for one
year , that is from the draw down date to the first anniversary of
such date.
The scope of guarantee includes all
principal, interest, default interest, compensation, liquidated
damages, damage awards and costs to gain the right of mortgage of
the borrowed amount as stipulated in the Main Contract (include but
not limited to the litigation or arbitration fees, property
preservation fee or evidence preservation fee, enforcement fee,
evaluation fee, auction fee, appraisal fee, lawyer fee, travel fee
and investigation-evidence collection fees, etc.).
With the repayment of principal
amount borrowed in the Main Contract, the principal amount secured
under this Contract reduces correspondingly.
The Guarantor will provide the
unlimited and joint obligation guarantee to the Lender as specified
under the scope of guarantee in this Contract with all his personal
properties (including the property that belongs to the Guarantor in
all the personal and husband-wife joint properties).
No matter whether or not the
Borrower provides the material guarantee for the Main Contract, if
the Borrower fails to repay the loan under the guarantee scope of
this Contract, the Lender has the right to directly demand the
Guarantor to undertake the guarantee responsibility, and the
Guarantor should make the settlement within 5 days after receiving
the written notice for fulfilling the guarantee
responsibility.
The guarantee period of this
Contract is two years starting from the expiry date of the
fulfillment period of each liability under the Main
Contract.
5. Representations and Warranties
given by Guarantor
(A) The Guarantor is a citizen of
P.R.China and has entire civil ability at the time when this
Contract is executed.
(B) For the Guarantor, there is
neither the personal liability nor any influence on the litigation
or arbitration for the status of his personal property.
(C) The Guarantor has the full
right and power to sign this Contract and to make the transactions
under this Contract. This Contract is effectively signed
by the Guarantor.
(D) All documents and materials
provided by the Guarantor to the Lender are true, accurate and
complete.
(E) The financial status of the
Guarantor is sufficient to ensure that he is able to fulfill the
guarantee responsibility.
(F) The Guarantor is willing to
undertake the joint guarantee responsibility with all his owned
properties.
(G) The Guarantor agrees to provide
a list showing all his personal properties (Annex 1) to the Lender.
If the Lender thinks it necessary, an evaluation of the listed
properties can be made with the evaluation fee to be undertaken by
the Guarantor.
(H) The Guarantor undertakes to own
the entire ownership (or disposition) of the listed properties. If
the Lender thinks that it is necessary, an insurance policy can be
made to part of its properties or the mortgage or pledge
implementati
