Ec1
Contract of Guaranty
No. Ec1 1101 0906 0100
031
Creditor
(Party A): International Business Department, Bank of
Nanjing Co., Ltd.
Surety
(Party B): Goldenway Nanjing Garment Co., Ltd.
In order to
ensure the performance of the Contract of Maximum Line of Credit
numbered A04 1101 0906 0100 028, which was concluded between Party
A and Ever-Glory International Group Apparel Inc. (hereinafter
called the Debtor), and all specific business contracts,
agreements, and applications under this contract (hereinafter
called the Principal Contract), Party B is willing to provide the
Debtor with a guaranty of joint and several liability of maximum
amount. In order to clarify their liabilities and keep to their
credibility, Party A and Party B have entered into the Contract for
common observance and joint performance, according to governing
laws, regulations and rules, and through negotiation and
agreement.
Article
1 Statement and Assurance of Party B
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1.1
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Party B has the
principal qualification of a guarantor, and is capable to provide
with a guaranty of suertyship, according to the laws of
People’s Republic of China.
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1.2
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Party B is
fully capable to undertake the guarany liability, and such
liability may not be alleviated or exempted due to any instruction
received, financial situation changes, or any agreement reached
with any body.
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1.3
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Party B has a
full knowledge of the usage of the debt of the debtor under the
Principal Contract, and Party B provides the debtor a guaranty of
guarantor absolutely out of his own will while all of his
declaration of will under the Contract is true.
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1.4
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If being a
natural person, Party B confirms and assures that before providing
the guaranty of guarantor under the Contract, he has made proper
arrangement on the bare necessities of life for himself and his
family dependents; Party A requires that Party B’s assumption
of the guarantor liability shall not have any impact on the normal
lives of Party B and his family members.
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Article
2 The Principal Credit
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2.1
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The Principal
Credit secured under the Contract is the full value of the
Principal Credit, namely RMB40,000,000.00, said Forty Million RMB
Yuan, formed by specific granting of credit (including but not
limited to such on-or-off balance sheet businesses as a loan, a
commitment of loan, an acceptance, a discount cash, a bond
buy-back, a business financing, a factor, a letter of credit, a
letter of guarantee, an overdraft, an inter-bank lending, a
guaranty, etc.) conducted by Party A for the Debtor from June 1,
2009 to June 1, 2010, on the basis of the Principal
Contract.
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2.2
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Party B
provides a guarantor guaranty of maximum amount for the
above-mentioned Principal Credit, irrespective of the times and the
amount of each time, or whether the expiry date of the time limit
for the debtor to perform his obligation overtop the foregoing time
limit.
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Article
3 Mode of Guaranty
Party B
provides a guarantor of joint and several liabilities. Where the
debtor either wholly or partly defaults when the time limit for his
performance of the obligation of a single debt under the Principal
Contract expires, Party A has the right to directly demand Party B
to perform his obligation of guarantor.
Article
4 The Scope of the Guaranty
The scope of
the guaranty of maximum amount provided by Party B includes the
Principal Credit and the interest thereof (including compound
interest and default interest, similarly hereinafter), default
fine, compensation for damage and expenses of Party A for enforcing
the claim (including but not limited to legal cost, arbitration
fee, property preservation charge, travel expense, notarial fee,
execution fee, attorney fee, eligibility fee, auctioneers fee,
etc., and the same below).
Party B
confirms and accepts out of his will, that when the Debtor fails to
perform his liability stipulated in the Principal Contract, Party A
has the right to directly demand Party B to undertake his guarantor
liability within the scope of his guaranty, whether or not the
claim of Party A under the Principal Contract is benefited with
other guaranty (including but not limited to a guaranty with real
rights).
Article
5 Term of the Guaranty
The term of the
guaranty is the period of two years from the expiry date of the
performance term of the liability caused by each time’s usage
by the Debtor of the line of credit under the Principal
Contract.
Where an
extension agreement was reached between Party A and the Debtor of
the performance term of each debt under the Principal Contract, the
term of the guaranty is the period of two years from the expiry
date of the performance term of a certain debt reappointed by the
extension agreement; where Party A withdraws its creditor’s
rights ahead of time according to laws, regulations, rules or
stipulations in the Principal Contract, the term of the guaranty is
the period of two years from the advanced expiry date of the
Principal Liability.
Article
6 Conclusion and Alteration of the Principal Contract
Guaranteed
Particulars
related to specific amount, term, interest, usage, etc. of the
Principal Credit, shall be stipulated by Party A and the Debtor in
the Principal Contract.
Party B
confirms that, except for the increase of line of credit and the
extension of term of guaranty, the conclusion of the Principal
Contract or the alteration of the Principal Contract through
agreement by Party A and the Debtor, are deemed as being agreed in
advance by Party B, and need not to be notified to Party B, while
the guarantor liability on the part of Party B shall not be
alleviated.
Where Party A
and the Debtor alter the interest rates in the light of
stipulations of the Principal Contract, such alteration shall also
be deemed as being agreed in advance by Party B, and needs not to
be notified to Party B, while Party B is still obliged to undertake
the guarantor liability.
Article
7 Independent Effectiveness of the
Contract
The
effectiveness of the Contract is independent of the Principal
Contract, complete or incomplete invalidity of the Principal
Contract or its likely revocation has no impact on the
Contract’s effectiveness. Where it is confirmed that the
Principal Contract was invalid or that it was revoked, Party B
undertakes further guarantor of joint and several liabilities for
the Debtor’s debts coming into being because he surrendered
properties or compensated losses.
Party B’s
guarantor liability under the Contract shall not change to any
extent because of merger, separation, changes of shareholdings, the
lapse of capacity of civil acts, disappearance, death or the
declaration of disappearance or death of the Debtor, or any other
causes.
Article
8 Advanced Enforcement of Guaranty
Liability
Where Party A
declares an advanced expiration of the liability under the
Principal Contract acc
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