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Exhibit 10.52
Guaranty Contract of Maximum Amount
No. Shen Shangyin (Shuibei) Shouxin Baozi (2006)
A110020600016
Guarantor: BAK International Limited
Address: Rm1201, Wing On Centre, 111 Connaught Road Central, Hong
Kong
Creditor: Shuibei Division, Shenzhen Commercial Bank
Address: 2028, Wenjin Bei Rd, Shenzhen
The Creditor and the Guarantor have reached the following
agreement in accordance with the Guarantee Law and Contract Law of
People’s Republic of China and other relevant laws and
regulations.
Article I. Guaranty
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1.1
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Shenzhen BAK Battery Co., Ltd. (hereinafter
referred to as "Obligor") and the Creditor have entered into the
Comprehensive Credit Facility Agreement (reference no.: Shen
Shangyin (Shuibei) Shouxin Zi (2006) A110020600016, hereinafter
referred to as "Master Agreement"). As requested by the Obligor,
the Guarantor undertakes to provide guaranty for the indebtedness
of the Obligor under the Master Agreement.
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1.2
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The guaranty under this Contract shall be
guaranty with joint and several liability. The guaranty shall cover
all of the loan principal, interest, penalty interest, breach of
contract compensation, damages, undertaking fee and all the
expenses such as litigation costs, lawyer’s fee, notification
costs and public notice costs which are incurred to the Creditor in
realizing its creditor’s right.
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The maximum loan principal shall be RMB 50
million.
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1.3
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The guaranty period is from the effective date of
this Contract to two years after the expiry of the term of the
Master Agreement and relevant agreement entered into under the
Master Agreement.
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1.4
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The guaranty under this Contract is independent.
In case that the Obligor provide guaranty to the Creditor, the
Guarantor shall continue to assume the full obligation of guaranty
for all indebtedness as stated in clause 1.1 of this
Contract.
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1.5
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This Contract is irrevocable. This Contract shall
not be influenced by any documentation or agreement entered into by
the Obligor and any party, and shall not be influenced by the
misuse of the credit facilities, insolvency, bankruptcy, loss of
legal person status, amendment of articles of association,
cessation of business operation, acquisition, division and merger
etc. of the Obligor, nor any change of the profession, position or
financial capacity of the Guarantor.
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1.6
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The effectiveness of this agreement is
independent of the Master Agreement. This agreement shall survive
the invalidity of the Master Agreement or any of its clauses, or
the relevant agreement entered into under the Master Agreement or
any of its clauses.
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Article II. Performance of
Guaranty
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2.1
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In case the Obligor fails to repay any of the
debts under any of the relevant agreement entered into under the
Master Agreement upon the expiry date of such debt (or the date the
Creditor declared the maturity of such debt in advance of its
original expiry date), the Guarantor undertakes to unconditionally
pay such debt to the Creditor within 7 days after the receipt of
the notice in writing thereof from the Creditor. Any instrument
signed by any authorized person of the Creditor certifying the past
due indebtedness shall be deemed as the notification of the
Creditor demanding the Guarantor to pay the past due
indebtedness.
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2.2
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The Guarantor irrevocably authorizes the Creditor
to directly transfer any amount equaling to the past due
indebtedness from any deposit account of the Guarantor to the
account of the Creditor. The Creditor shall notify the Guarantor in
writing of such transfer, and the Creditor is entitled to demand
the Guarantor to pay for the outstanding amount. In the event the
amount transferred is not sufficient to pay all the past due
indebtedness, such amount shall be used to repay the expenses
first, and then interest and principal comes last.
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2
Article III. Undertakings
an
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