TA3493-PRC Development of an SME Credit Support System
Draft Final Report
Guarantee Contract Contract No. Guarantor (herewith as “Party A”): Ltd. Shanghai Branch (“I&G”) China National Investment & Guarantee Co. address:
Legal ___________________________________________________________
Legal representative:______________________________________________________ Telephone: ____________________ _______________ Lender (herewith as “Party B”) Legal address: _________________________________________________________________ Legal representative: ____________________________________________________________ Telephone: ___________________ _________________ Fax: _________________ Post code: Fax: ___________________ Post code:
With the Borrower __________________________’s application, Party A agrees to provide guarantee in the form of guarantee for “RMB Borrowing Facility” with contract No. (as principal contract) signed between borrower and Party B on the date of __________________. After reviewing, Party B agrees Party A as a guarantor of borrower. In terms of rules regulated by Government Law, after mutual negotiation, both Party A and B work out this contract according to the following articles. Article 1: according to the principle contract signed between Borrower and Party B, borrower borrows from Party B with the principal amount of RMB_________ (say ____________), monthly rate ____________, credit terms from yy_____ mm_____dd _______ to yy _____ mm _______ dd _______. Article 2: the scope for the guarantee, and guarantee period Party A agrees to provide guarantee for borrower with _________ % of the afore-said principal amount of lending facility. Party A’s guarantee period is 12 months at the expiry date of principal debt to be exercised.
1 Appendix A 5.5. - 1 December 2001
TA3493-PRC Development of an SME Credit Support System
Draft Final Report
Article 3: the mode of guarantee a. Party A takes joint liabilities for the debt within the scope of guarantee. If principal contract is to exercise at the expired date, borrower doesn’t repay the exact amount of debt under this principal contract on time, both Party A and B shall discuss together. After several times’ alert with no result, Party B has the right to directly ask Party A to repay the debt at an agreed scope of guarantee within the contract at any time from the first day of overdue until to the three months. Party A shall on behalf of borrower repay the _______ % of principal to Party B within the 10 business days calculated from the date that Party A receives the notice from Party B. b. c. Party A doesn’t take any liabilities on any debt which is exceeded the scope of guarantee and guarantee period as well. Party A’s guarantee liabilities are reduced or released accordingly, with the situation that borrower exercises to repay the debt, or Party A on behalf of borrower repays the debt, or Party B takes back his lending facility because of borrower’s default.
Article 4: Guarantee under this contract is for guarantor’s continuous duties. It is not effected by any disputes, compensation and any instructions from senior-level units, any agreements & documents signed between Party A and any units. Also, this guarantee doesn’t be changed due to Party A’s merge & acquisition, spin-off, operationsuspended, cancellation, dismiss & bankruptcy etc., and due that any Parties under this contract change their enterprises’ name, address, Contract, Article of Association, legal representative, business scope & enterprises’ natures. If happened on the any of above-mentioned situations, this guarantee contract continues to be valid. Article 5: If Party B and borrower change principal contract, or Party B transfers his principal debt liabilities to the third party, or Party B allows borrower to transfer his debt, should Party A provides his written approval. If violated, Party A’s guarantee liabilities are released automatically. Article 6: Party B shall grant loan to borrower on time.
Article 7: If Party B discovers that borrower doesn’t exercise to make repayment or doesn’t full-duly exercise to make repayment regulated by principal contract, Party B shall inform Party A, and Party B takes relevant measurement timely so as to reduce the loss. Article 8: With the following situations, Party B shall take active measurement and try to take back loans in advance. When found problems, Party B shall inform Party A in a written paper within five days. But, Party A doesn’t exercise his liabilities in advance for that reason.
2 Appendix A 5.5. - 2 December 2001
TA3493-PRC Development of an SME Credit Support System
Draft Final Report
a. b. c. d. e.
Party B discovers borrowers’ other serious violation, or other debts are required to repay in advance. Borrower informs Party B in a written paper that he can’t repay the matured debt or he suggests to transfer his assets. Borrower is bankrupt announced by Judicial organs. Borrower is suited (arbitrated) by other creditor because of important debts’ issue, or courts (arbitration organs) make judgement to seal up, freeze and retain borrower’s assets, or the judgement enforced by courts to exercise. The situation is sufficient to influence borrower exercising principal contract.
Article 9: After Party A on behalf of borrower repays the debt, and he exercises his right to force borrower to make repayment to him, Party B shall provide his assistance on this enforcement. Article 10: This guarantee contract is subject to the principal contract. Because of none creditor’s reason so as that principal contract is invalid, guarantor continues to take guarantee liabilities. Article 11: Within the valid term of this contract, any parties of A & B have no right to change or release this contract by himself. If needed to change contract’s article, both Parties agrees to reach a written agreement after mutual negotiation. Article 12: Responsibilities on the violation a. If Party A breaks against (a) point of Article 3 of this contract, Party A isn’t on behalf of borrower to repay the matured debt, Party A shall pay 5% of total loan amount as compensation to Party B. b. If Party A breaks against Article 4 of this contract, Party A shall pay 5% of total loan amount as compensation to Party B. c. If Party B breaks against Article 5 of this contract, Party A’s guarantee liabilities are released automatically. And, Party B shall pay 5% of guarantee amount by Party A as compensation to Party A. d. If Party B breaks against Article 6 of this contract, Party A’s guarantee liabilities are released automatically. e. If Party B breaks against Article 7 & 8 of this contract, Party A has the right to release guarantee liabilities. And, Party B shall pay 5% of guarantee amount by Party A as compensation to Party A. Article 13: Resolution on the dispute Dispute is happened when both Parties exercise this contract, and settled by both Parties after negotiation. If both Parties can’t negotiate together, any Parties can file at People’s Court at the premise of Party B. Article 14: This contract becomes valid and effective from the date that legal representatives of both Parties or their respective agents sign and chop.
3 Appendix A 5.5. - 3 December 2001
TA3493-PRC Development of an SME Credit Support System
Draft Final Report
Article 15: This contract has one original and four copies. Both Party A & B have two copies respectively. Article 16: Other articles are obligated by both Parties. Party B: (chop) Legal representative: (signature) (or authorized agent) Date:
Party A: (chop) Legal representative: (signature) (or authorized agent) Date:
4 Appendix A 5.5. - 4 December 2001