Florida
|
000-28806
|
65-0420146
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification
No.)
|
¨
|
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
¨
|
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
¨
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
¨
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
10.1
|
Revolving
Line of Credit Agreement between Goldenway Nanjing Garment Co., Ltd, and
Bank of Nanjing Co. Ltd. dated August 2,
2010;
|
10.2
|
Guaranty
Agreement between Jiangsu Ever-Glory International Group Corporation.
and Bank of Nanjing Co. Ltd .dated August 2,
2010;
|
10.3
|
Mortgage
Agreement between Goldenway Nanjing Garment Co., Ltd. and Bank of Nanjing
Co. Ltd. dated August 2, 2010.
|
EVER-GLORY
INTERNATIONAL GROUP, INC.
|
||||
Date: August
4, 2010
|
By:
|
/s/ Edward Yihua Kang
|
||
Edward
Yihua Kang
|
||||
Chief
Executive Officer
|
Exhibit
Number
|
Description
|
|
10.1
|
Revolving
Line of Credit Agreement between Goldenway Nanjing Garment Co., Ltd, and
Bank of Nanjing Co. Ltd. dated August 2,
2010;
|
|
10.2
|
Guaranty
Agreement between Jiangsu Ever-Glory International Group Corporation.
and Bank of Nanjing Co. Ltd .dated August 2,
2010;
|
|
10.3
|
Mortgage
Agreement between Goldenway Nanjing Garment Co., Ltd. and Bank of Nanjing
Co. Ltd. dated August 2, 2010.
|
1.1
|
Maximum
Amount of Claim referred to in the Contract is the maximum amount of the
claims (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.) that will be determinated in succession during a given term (i.e.
Claim-determinating Term). It is the summation of the balances of a credit
Party A grants Party B during a given term, including the following two
portions of undue balances of claim and due but unpaid balances of
claim:
|
(1)
|
Undue
balance is the summation of all the claim balances to be paid but not paid
because the term of debt-paying has not
expired;
|
(2)
|
Due
but unpaid balance is the summation of all the claim balances not paid by
Party B despite of the expiration of the debt-paying
term.
|
1.2
|
Claim-determinating
Term in the Contract is the period of time when claims occur. The claim of
a guaranty of maximum amount is determinated when this Term
expires.
|
4.1
|
To
ensure that Party B makes the repayment of the claims occurred in
succession during the Claim-determinating Term, one or more forms of
guaranty are provided to Party A by the following
sureties:
|
(1)
|
Jiangsu
Ever-Glory International Group Corporation provides the guaranties of
suretyship of maximum amount, and concludes with Party A related Contracts
of Suretyship of Maximum Amount at the time when the Contract takes
effect.
|
(2)
|
Golden
Way Nanjing Garment Co., Ltd. provides a pledge guarantee of maximum
amount, and concludes with Party A a related Contract of Pledge of Maximum
Amount at the time when the Contract takes
effect.
|
(3)
|
/
provides the pledge of rights guarantee of maximum amount, and concludes
with Party A a related Contract of Pledge of Rights of Maximum Amount at
the time when the Contract takes
effect.
|
4.2
|
For
any change to the guaranty under the Contract which went against the claim
of Party A, Party B, by notification of Party A, shall provide further
guaranty recognized by Party A as
required.
|
(1)
|
to
demand Party B rectify its violation within a definite
time;
|
(2)
|
to
demand Party B provide further guaranty recognized by Party
A;
|
(3)
|
to
demand Party B takes the default liability, and compensate all loss
sustained by the Party A and bear all charges and
expenditures made by the Party A (including but not limited to a
retaining fee, any legal cost, arbitration charge, appraisal charge,
damage provention, enforcement cost, notarization
fee, assessment fee, auction
cost) ;
|
(4)
|
to
execute other rights provided by laws, rules, regulations, or stipulations
of the Contract.
|
6.1
|
The
Contract is concluded in accordance with the laws of People’s Republic of
China, which are applicable to the
Contract.
|
6.2
|
Any
dispute occurred in the course of the execution of the Contract shall be
settled through negotiations. In case of no settlement is reached, Type 1
shall be chosen from the following settling
manners:
|
(Type 2)
|
Apply
to / Arbitration Commission for arbitration (the locality is / ) with the
arbitration rules active and effective at the time the application is
made. The arbitration decision is final and binding on both
parties.
|
7.1
|
The
Contract shall enter into effect on the day when it is signed by or sealed
with the name stamp of the legal representative, principle, or authorized
representative of Party A and sealed with the Corporate Seal or Special
Contract Seal of Party A, and signed by or sealed with the name stamp of
the legal representative or authorized representative of Party B and
sealed with the Corporate Seal or Special Contract Seal of Party
B
|
7.2
|
After
the Contract enters into effect, neither Party A nor Party B shall
arbitrarily alter or terminate it unless further stipulated by the
Contract; in the case of needy alteration or termination, a written
agreement should be reached by both parties through negotiation. All terms
and conditions of the Contract remain effective before such written
agreement is reached.
|
9.1
|
The
Contract is made in three copies, one is held by Party B, and one is held
by Party A, and each copy has the equal legal
force.
|
9.2
|
Any
matters not covered by the Contract shall be handled in compliance with
relevant national laws, regulations and
rules.
|
10.1
|
In
signing and exercising the Contract, both parties have been approved by
law or have been given the approval by the competent decision-maker
stipulated in their respective articles of corporation or by government
supervision department, and obtained the necessary, sufficient and legal
authorization.
|
10.2
|
In
signing the Contract, the parties expressed their true intentions, the
signatures and seals were genuine, the signing representatives are
authorized, and the Contract has legally binding on both
parties.
|
10.3
|
Party
B has the right to own its whole property, and all the documentation it
produced to Party A is true, legal and effective, and contains neither
mistake nor omission of facts which disagrees with the
truth.
|
10.4
|
Party
B has read all the content of the Contract. As requested by Party B, Party
A has made relevant explanation on the terms and conditions of the
Contract. Party B has got a full knowledge and understanding of the
significations and legal consequences of the stipulations of the
Contract.
|
16.5
|
Party
A is a legally established bank, and is qualified to operate the business
under the Contract.
|
Party
A:
|
Party
B:
|
Bank
of Nanjing Co., ltd.
|
Golden
Way Nanjing Garment Co., Ltd.
|
(Seal)
|
(Seal)
|
Legal
Representative
|
Legal
Representative
|
(Principle
or Authorized Agent):
|
(or
Authorized Agent):
|
(Signature)
|
(Signature)
|
Lin
Fuzhi (name seal)
|
Sun
Jiajun (name seal)
|
Address:
|
Address:
|
Post
Code:
|
Post
Code:
|
Contact
No.:
|
Contact
No.:
|
Date
of Signing: 2010/8/2
|
Date
of Signing: 2010/8/2
|
1.1
|
Party
B has the principal qualification of a surety, and is capable to provide
with a guaranty of suertyship, according to the laws of People’s Republic
of China.
|
1.2
|
Party
B is fully capable to undertake the guaranty 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.
|
1.3
|
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 guaranty
absolutely out of his own will while all of his declaration of will under
the Contract is true.
|
1.4
|
If
being a natural person, Party B confirms and assures that before providing
the guaranty of guaranty 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 guaranty
liability shall not have any impact on the normal lives of Party B and his
family members.
|
2.1
|
The
Principal Claim secured under the Contract is the full value of the
Principal Claim, namely RMB50,000,000.00, said Fifty 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 July 6, 2010 to July 6, 2012, on the basis of the Principal
Contract.
|
2.2
|
Party
B provides a guaranty of maximum amount for the above-mentioned Principal
Claim, 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.
|
9.1
|
Party
B has the obligation to supervise the guarantee’s performance of all the
obligations under the Principal
Contract.
|
9.2
|
Party
B shall actively cooperate with Party A and consciously subject itself to
Party A’s inspection and supervision over its business operation and
financial activities, and provide Party A every month, as required by
Party A, documentation and information concerning its financing and
accounting status and its production and operation situations, including
but not limited to the provision within 10 working days in the first month
of every quarter of the Balance Sheet, Income Sheet (Statement of Income
and Expenditure for any public institution), and the provision at the end
of each year of a Statement of Cash Flow, etc., and a timely provision of
financial statement audited by any auditing body recognized by Party A,
and at the same time ensure the facticity, legality, integrality, validity
of the documentations provided.
|
9.3
|
Where
the liability under the Principal Contract is in a foreign currency, Party
B shall undertake the guaranty liability in the currency agreed in the
Principal Contract. If Party B does it in any other exchangeable currency
or RMB, it shall secure the agreement of Party A, and perform the guaranty
liability by converting such currency into the one agreed in the Principal
Contract at the foreign exchange rate quoted at Bank of Nanjing Co., Ltd.
on the day when the guaranty liability is
performed.
|
9.4
|
Party
B shall fulfill the following obligation of
notifications:
|
9.4.1
|
Party
B shall notify Party A in writing within 3 days of the occurring of the
following events or of the founding of possibility of such occurrence on
the side of Party B:
|
9.4.1.1
|
Party
B meets with grave financial losses, which affects or possibly affects its
repaying ability;
|
9.4.1.2
|
Party
B involves or will involve in major lawsuits, arbitrations or other legal
disputes;
|
9.4.1.3
|
Any
change in Party B’s name, legal representative (responsible officer),
address, telephone numbers, etc.;
|
9.4.1.4
|
Other
events occurred on the side of Party B which affect or may affect its
repaying ability.
|
9.4.2
|
Party
B shall notify Party A in writing 30 days before the occurring or a
possible occurrence of following events on the side of Party
B:
|
9.4.2.1
|
Separation,
transformation, merger, termination, joint venture, etc. on the side of
Party B;
|
9.4.2.2
|
Changes
in the business scope or of the registered capital of Party
B;
|
9.4.2.3
|
Changes
in the top-five investors or
shareholders.
|
9.5
|
In
case of being a natural person, Party B shall notify Party A in writing
within 3 days after the occurrence or a possible occurrence of the
following events, in addition to observing all the stipulations under the
Contract:
|
9.5.1
|
Major
casualty occurred to Party B himself or his family or its income has
changed greatly, in which case the economic conditions worsens and impact
or possibly impact his capability of
guaranty;
|
9.5.2
|
Party
B changed his occupation;
|
9.5.3
|
Party
B meets with such events as unemployment, divorce, or serious
diseases;
|
9.5.4
|
Party
B meets with other events which cause Party B to lose or possibly lose his
capability of guaranty, or impact his undertaking guaranty
liability.
|
9.6
|
Party
B shall not refuse to fulfill the obligations under the Contract on the
excuse of any dispute with a third
party.
|
10.1
|
Party
A has the right to directly demand Party B to undertake the guaranty
liability for the unsatisfied claim of Party A under the
Contract.
|
10.2
|
Party
A has the right to supervise the status of fund, properties, economy, etc.
of Party B, and has the right to demand Party B to present related
documentation as it is.
|
10.3
|
In
terms of all the receivables from Party B within the scope of the
guaranty, Party A has the right to deduct its receivables directly from
any account opened by Party B at the side of Party A (including but not
limited to current account, savings account, national debt account, etc.),
and Party B bears by itself any interest, handling charge, loss from
exchange rate fluctuation, etc. caused by the
deduction.
|
10.4
|
Upon
performance by Party B of his guaranty liability, Party A may provide
Party B, as required by Party B, relevant evidence of such
performance.
|
10.5
|
Party
A enjoys the rights and takes the responsibilities in accordance with the
laws, regulations, rules, etc. and the terms and conditions of the
Contract.
|
12.1
|
The
Contract is concluded in accordance to the laws of People’s Republic of
China, which are applicable to the
Contract.
|
12.2
|
Any
dispute occurred in the course of the execution of the Contract shall be
settled through negotiations. In case of no settlement is reached, Type 1
shall be chosen from the following settling
manners:
|
(Type 2)
|
Apply
to / Arbitration Commission for arbitration (the locality is / ) with the
arbitration rules active and effective at the time the application is
made. The arbitration decision is final and binding on both
parties.
|
13.1
|
Where
Party B is a legal person or any organization, the Contract shall enter
into effect on the day when it is signed by or sealed with the name stamp
of the legal representative, principle, or accredited representative of
Party A and sealed with the Corporate Seal or Special Contract Seal of
Party A, and signed by or sealed with the name stamp of the legal
representative or accredited representative of Party B and sealed with the
Corporate Seal or Special Contract Seal of Party B; where Party B is a
natural person, the Contract shall enter into effect on the day when
signed by or sealed with the name stamp of the legal representative,
principle, or accredited representative of Party A and sealed with the
Corporate Seal or Special Contract Seal of Party A, and signed by Party B
or his accredited representative.
|
13.2
|
After
the Contract enters into effect, neither Party A nor Party B shall
arbitrarily alter or terminate it unless further stipulated by the
Contract; in the case of needy alteration or termination, a written
agreement should be reached by both parties through negotiation. All terms
and conditions of the Contract remain effective before such written
agreement is reached.
|
14.1
|
Party
B has fully acknowledged the risk of exchange rate fluctuation. If the
Principal Contract adopts floating interest rate, Party B undertakes, out
of his will, the guaranty liability increased because of such
fluctuations.
|
14.2
|
All
attachment to the Contract, and all the legal documents related to the
execution of the Contract are the component part of the Contract, and have
equal legal force as the Contract.
|
15.1
|
The
Contract is made in two copies, one is held by Party B, and one is held by
Party A, and each copy has the equal legal
force.
|
15.2
|
Any
matters not covered by the Contract shall be handled in compliance with
relevant national laws, regulations and
rules.
|
16.1
|
In
signing and exercising the Contract, both parties have been approved by
law or have been given the approval by the competent decision-maker
stipulated in their respective articles of corporation or by government
supervision department, and obtained the necessary, sufficient and legal
authorization.
|
16.2
|
In
signing the Contract, the parties expressed their true intentions, the
signatures and seals were genuine, the signing representatives are
authorized, and the Contract has legally binding on both
parties.
|
16.3
|
Party
B has the right to own its whole property, and all the documentation it
produced to Party A is true, legal and effective, and contains neither
mistake nor omission of facts which disagrees with the
truth.
|
16.4
|
Party
B has read all the content of the Contract. As requested by Party B, Party
A has made relevant explanation on the terms and conditions of the
Contract. Party B has got a full knowledge and understanding of the
significations and legal consequences of the stipulations of the
Contract.
|
16.5
|
Party
A is a legally established bank, and is qualified to operate the business
under the Contract.
|
(1)
|
Discharge
or discharge ahead of time all or a part of the debt under the Principal
Contract.
|
(2)
|
Transfer
it into a fixed deposit, and use the deposit receipt to provide a guaranty
of pledge on the debt under the Principal Contract, while conclude a
relevant pledge contract with Party
A.
|
(3)
|
Transfer
it into a security to provide a guaranty of pledge on the debt under the
Principal Contract, and conclude a relevant pledge contract with Party
A.
|
(4)
|
Use
it to renovate the mortgaged property by written agreement of Party A to
restore the value of the mortgaged
property.
|
(5)
|
After
providing further guaranty in conformity of the requirement of Party A,
Party B may dispose the indemnification at his
will.
|
(1)
|
Discharge
or discharge ahead of time all or a part of the debt under the Principal
Contract.
|
(2)
|
Transfer
it into a fixed deposit, and use the deposit receipt to provide a guaranty
of pledge on the debt under the Principal Contract, while conclude a
relevant pledge contract with Party
A.
|
(3)
|
Transfer
it into a security to provide a guaranty of pledge on the debt under the
Principal Contract, and conclude a relevant pledge contract with Party
A.
|
(4)
|
After
providing further guaranty in conformity of the requirement of Party A,
Party B may dispose the indemnification at his
will.
|
(1)
|
Where
Party B is a legal person or any organization, the Contract shall be
signed by or sealed with the name stamp of the legal representative,
principle, or accredited representative of Party A and sealed with the
Corporate Seal or Special Contract Seal of Party A, and signed by or
sealed with the name stamp of the legal representative or accredited
representative of Party B and sealed with the Corporate Seal or Special
Contract Seal of Party B; where Party B is a natural person, the Contract
shall be signed by or sealed with the name stamp of the legal
representative, principle, or accredited representative of Party A and
sealed with the Corporate Seal or Special Contract Seal of Party A, and
signed by Party B or his accredited
representative.
|
(2)
|
The
registration has been completed of the mortgaged property listed in the
List of the Mortgaged
Property.
|
Building
Property Mortgage
|
|||||
Location
|
509
Chengxin Thoroughfare, Jiangning Development Zone, Nanjing,
China
|
||||
Plot
No.
|
21206143019
|
Mortgaged
Area
|
2049.74m
2
|
Ownership
Certificate
No.
|
江宁房权证东山字
第
J00032215
号
|
Usage
|
In
Set
or
Not
|
In
Set
|
Land
Use Right
Certificate
No.
|
宁江国用(
2006
)第
06840
号
|
|
Appraised
Value
|
4,389,200
RMB
|
||||
Location
|
509
Chengxin Thoroughfare, Jiangning Development Zone, Nanjing,
China
|
||||
Land
No.
|
21206143019
|
Mortgaged
Area
|
6669.14m
2
|
Ownership
Certificate
No.
|
江宁房权证东山字
第
J00032216
号
|
Usage
|
In
Set
or
Not
|
In
Set
|
Land
Use Right
Certificate
No.
|
宁江国用(
2006
)第
06840
号
|
|
Appraised
Value
|
14,646,900RMB
|
Location
|
509
Chengxin Thoroughfare, Jiangning Development Zone, Nanjing,
China
|
||||
Land
No.
|
21206143019
|
Mortgaged
Area
|
2474.12m
2
|
Ownership
Certificate
No.
|
江宁房权证东山字第
J00032218
号
|
Usage
|
In
Set
or
Not
|
In
Set
|
Land
Use Right
Certificate
No.
|
宁江国用(
2006
)第
06840
号
|
|
Appraised
Value
|
5,
976,800RMB
|
Location
|
509
Chengxin Thoroughfare, Jiangning Development Zone, Nanjing,
China
|
||||
Plot
No.
|
21206143019
|
Mortgaged
Area
|
2600.14m
2
|
Ownership
Certificate
No.
|
江宁房权证东山字第
JN00036335
号
|
Usage
|
In
Set
or
Not
|
In
Set
|
Land
Use Right
Certificate
No.
|
宁江国用(
2006
)第
06840
号
|
|
Appraised
Value
|
5,710,400RMB
|
||||
Location
|
509
Chengxin Thoroughfare, Jiangning Development Zone, Nanjing,
China
|
||||
Plot
No.
|
21206143019
|
Mortgaged
Area
|
4865.2
m
2
|
Ownership
Certificate
No.
|
江宁房权证东山字第
JN00120702
号
|
Usage
|
In
Set
or
Not
|
In
Set
|
Land
Use Right
Certificate
No.
|
宁江国用(
2006
)第
06840
号
|
|
Appraised
Value
|
12,554,000RMB
|
||||
Location
|
509
Chengxin Thoroughfare, Jiangning Development Zone, Nanjing,
China
|
||||
Plot
No.
|
21206143019
|
Mortgaged
Area
|
9148.35m
2
|
Ownership
Certificate
No.
|
江宁房权证东山字第
JN00091775
号
|
Usage
|
In
Set
or
Not
|
In
Set
|
Land
Use Right
Certificate
No.
|
宁江国用(
2006
)第
06840
号
|
|
Appraised
Value
|
20,091,700RMB
|
||||
Land
Use Right Mortgage
|
|||||
Location
|
509
Chengxin Thoroughfare, Jiangning Development Zone, Nanjing,
China
|
||||
Land
No.
|
Map
No.
|
Mortgaged
Area
|
|||
Use
Right Certificate No.
|
Use
Right
Type
|
Appraised
Value
|
|||
Location
|
|||||
Land
No.
|
Map
No.
|
Mortgaged
Area
|
|||
Use
Right Certificate No.
|
Use
Right
Type
|
Appraised
Value
|
|||
Others
|
|||||
Name
|
Locative
|
||||
Number
or Area
|
Term
of Usage
|
||||
Appraised
Value
|
Ownership
Certificate No.
|
Party
B
|
||
Party A
|
Legal
Person or other Organization
|
Natural
Person
(Void)
|
Bank
of Nanjing Co., ltd.
(Seal)
Legal
Representative
(Principle)
Name Seal:
(Or
Authorized Agent):
Lin
Fuzhi (name seal)
Address:
Post
Code:
Contact
No.:
Date
of Signing: 2010/8/2
|
Golden
Way
Nanjing
Garment Co., Ltd.
(Seal)
Legal
Representative:
(Principle)
Name Seal:
(Or
Authorized Agent):
Sun
Jiajun (name seal)
Address:
Post
Code:
Contact
No.:
Date
of Signing: 2010/8/2
|
Signature:
(Or
Authorized Agent):
Kind
of Identity Document:
No.
of Identity Document:
Address:
Post
Code:
Contact
No.:
Date
of Signing:
|