UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 4 10, 2010 (July 29, 2011)

EVER-GLORY INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in Charter)
 
Florida
 
000-28806
 
65-0420146
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)

Ever-Glory Commercial Center,
509 Chengxin Road, Jiangning Development Zone,
Nanjing, Jiangsu Province,
Peoples Republic of China
 (Address of Principal Executive Offices)
 
(8625) 5209-6875
(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 1.01      Entry Into a Material Definitive Agreement .
 
On July 29, 2011, Ever-Glory International Group Apparel Inc. (“ Ever-Glory Apparel ”) and Perfect Dream Ltd., (“ Perfect Dream ” and, collectively with Ever-Glory Apparel, the “ Borrowers ”), each subsidiaries of Ever-Glory International Group, Inc. (the “ Company ”), entered into a secured banking facility agreement (“ Banking Facility Agreement ”) with Nanjing Branch of HSBC (China) Company Limited (the “ Lender ”).
 
The Banking Facility Agreement provides for the following uncommitted facilities available to both Borrowers:

(i)  
Tranche I, a combined uncommitted revolving import facility comprised of up to USD2,000,000 (or its RMB equivalent) and standby letter of credit facilities of up to USD2,000,000 (or its RMB equivalent).  The total outstanding amount under Tranche I at any time shall not exceed USD2,000,000 (or RMB its equivalent) in aggregate.

(ii)  
Tranche II, an invoice financing facilities of up to USD3,000,000 (or its RMB equivalent); and

(iii)  
Tranche III, a credit line for treasury products of up to USD1,000,000.

The Banking Facility Agreement also provided Perfect Dream with import facilities of up to USD1,000,000.  The total outstanding amount under all of the above facilities at any time shall not exceed USD7,000,000(or its RMB equivalent) in the aggregate.

The obligations of the Borrowers under the Banking Facility Agreement are guaranteed by the Company and Mr. Edward Yihua Kang, the Company’s Chairman of the Board, Chief Executive Officer and President. Pursuant to the certain guarantee agreements dated June 29, 2011:

(i)  
the Company provided a corporate guarantee of USD6,600,000 to secure the facilities provided to Ever-Glory Apparel and a corporate guarantee of USD1,100,000 to secure the facilities provided to Perfect Dream;

(ii)  
Mr. Kang provided a personal guarantee of USD6,600,000 to secure the facilities provided to Ever-Glory Apparel and a personal guarantee of USD1,100,000 to secure the facilities provided to Perfect Dream.

The Borrowers did not pay any fee to the Company or Mr. Kang for such guaranties.  In addition, Ever-Glory Apparel is required to provide a 20% marginal deposit for each letter of credit the Lender provides.  Perfect Dream is also required to provide a 20% marginal deposit for each letter of credit the Lender provides and such marginal deposit shall be deposited in an account Perfect Dreams maintains with the Lender.
 
 
 
1

 

 
As security for the loans, Ever-Glory Apparel shall pledge all of its account receivables from pre-approved buyers in favor of the invoice financing line drawdown.  Ever-Glory Apparel shall also provide a 105% cash deposit in RMB for each standby letter of credit and such deposit shall be deposited in an account Ever-Glory Apparel maintains with the Lender.

Pursuant to the Banking Facility Agreement, the Borrowers undertake that (i) they shall promptly inform the Lender of any change to its Certificate of Approval (the PRC government approval to conduct its business), (ii) they shall promptly inform the Lender of any change in the amount of their foreign debt or their other indebtedness backed by a security/guarantee from overseas; and (iii) they will conduct the foreign debt registration required by the PRC government promptly (and, in any case, no latter than 15 days) for the guaranty provided by the Company.

The facilities provided pursuant to the Banking Facility Agreement will be used for working capital and general corporate purpose.  As of August 4, 2011, the Borrower has not made any drawdown under these facilities.

The Borrowers’ ability to borrow under the Banking Facility Agreement is subject to ongoing compliance by the Borrowers with various customary affirmative and negative covenants, including limitations on liens, indebtedness, guarantors’ tangible net worth and the provision of financial information.

Under the Banking Facility Agreement, in the case of an event of default, the Lender may charge a default interest rate of 10% per annum or such higher rate as the Lender may from time to time determine and the Lender may declare the principal, accrued interest and other obligations of the Borrowers to be immediately due and payable.

The foregoing description of the agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of unofficial English versions agreements which are filed as exhibits hereto.

Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01. Entry into a Material Definitive Agreement, which is incorporated herein by reference.
 
 
 
2

 
 
Item 9.01.  Financial Statements and Exhibits.

(d)     Exhibits
 
10.1
 
Unofficial English version of the Banking Facility Agreement by and between Ever-Glory International Group Apparel Inc. and Perfect Dream Ltd. as borrowers and Nanjing Branch of HSBC (China) Company Limited dated July 29, 2011;
     
10.2
 
Unofficial English version of the Personal Guarantee Agreement by and between Mr. Edward Yihua Kang and Nanjing Branch of HSBC (China) Company Limited  in favor of facilities available to Ever-Glory International Group Apparel Inc. dated June 29, 2011
     
10.3
 
Unofficial English version of the Personal Guarantee Agreement by and between Mr. Edward Yihua Kang and Nanjing Branch of HSBC (China) Company Limited  in favor of facilities available to Perfect Dream Ltd. dated June 29, 2011
     
10.4   Unofficial English version of the Corporate Guarantee Agreement by and between Ever-Glory International Group Inc. and Nanjing Branch of HSBC (China) Company Limited in favor of facilities available to Ever-Glory International Group Apparel Inc. dated June 29, 2011
     
10.5   Unofficial English version of the Corporate Guarantee Agreement by and between Ever-Glory International Group Inc. and Nanjing Branch of HSBC (China) Company Limited  in favor of facilities available to Perfect Dream Ltd. dated June 29, 2011
 
Cautionary Note Regarding Forward-Looking Statements

This Report, the exhibits hereto and the statements of representatives and partners of Ever-Glory International Group, Inc. (the “ Company ”) related thereto contain, or may contain, among other things, certain “forward-looking statements”. Such forward-looking statements involve significant risks and uncertainties.  Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions.  These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission.  Actual results may differ significantly from those set forth or implied in the forward-looking statements.  These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).  The Company undertakes no obligation to publically update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.


 
3

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
EVER-GLORY INTERNATIONAL GROUP, INC.
     
Date:  August 4, 2011
By:
/s/ Edward Yihua Kang
    Name:  Edward Yihua Kang
    Title:  Chief Executive Officer
     
 
 


4

 
Exhibit 10.1
 

CONFIDENTIAL

Ever-glory International Group Apparel Inc.
江苏华瑞服装有限公司

Perfect Dream Ltd

Huarui Mansion
509 Chengxin Avenue, Jiangning District, Nanjing, Jiangsu
211102

29 June 2011

Attn: Jia Li Li
Deputy Finance Manager

Dear Sir,

BANKING FACILITIES(S/N:110412)

With reference to our recent discussion, we are pleased to confirm our agreement to granting you the below uncommitted banking facilities which will be made available on the specific terms and conditions outlined in this Facility Letter and upon the satisfactory completion of the security and conditions precedent detailed below. Notwithstanding anything to the contrary in this Facility Letter, the facilities are subject to:

§  
our discretion to cancel or suspend any unutilized facilities, or determine whether or not to permit utilization of any facilities:
§  
our review at any time and in any event at our discretion, at least once a year; and
§  
our right of repayment on demand at any time including the right to call for cash cover on demand for prospective and contingent liabilities .

This Facility Letter is composed of the main body, the Schedule of Facilities,  the General Terms and Conditions for Facilities and the Appendixes (if any) hereof.

Borrower or Customer
:
Ever-Glory International Group Apparel Inc.(“the Borrower 1”)
江苏华瑞服装有限公司
 
Perfect Dream Ltd (“the Borrower 2”)
     
Lender
:
HSBC Bank (China) Company Limited, Nanjing Branch
     
Facility/
Amount
:
The facility below is only available to the Borrower 1
 
Tranche I
 
Combined uncommitted revolving facilities comprising of the following for an amount up to USD2,000,000.- or RMB equivalent:
 
 
 
RESTRICTED
 
 

 
 
 
 
 
 
 
(1)   Import Facilities up to USD2,000,000.- or RMB equivalent
 
(2)   SBDC Facility up to USD2,000,000.-
 
The total outstanding under the above facilities (Tranche I) at any time shall not exceed USD2,000,000.- or RMB equivalent in aggregate.
 
Tranche II
 
Invoice Financing up to USD3,000,000.- or RMB equivalent
 
Tranche III
 
Line for Treasury Products up to USD1,000,000.-
 
The facility below is only available to the Borrower 2
 
Tranche IV
 
Import Facilities up to USD1,000,000.-
 
The total outstanding under the above facilities at any time shall not exceed USD7,000,000.- in aggregate.
     
Arrangement Fee
:
An arrangement fee of USD2,000.- flat on the amount of the facilities is payable upon your acceptance of this Facility Letter to the debit of your account.
     
Maintenance Fee
:
Facility maintenance fee is payable annually in arrears on the daily unutilized balance of the facilities under this Facility Letter at a rate of 1% per annum to the debit of your account after 3 months when the facility is approved. To be waived if average annual Facility Utilization Rate is no less than 50%; to be waived if under utilization is due to Bank’s utilization cap or other reasons.
     
Security
:
As security, we shall have:
 
1)   A Corporate Guarantee of USD6,600,000.- from 华瑞国际集团公司 (“the Guarantor”) to secure the facilities granted to the Borrower 1.
 
2)   A Corporate Guarantee of USD1,100,000.- from 华瑞国际集团公司 (“the Guarantor”) to secure the facilities granted to the Borrower 2.
 
3)   A Personal Guarantee of USD6,600,000.- from 康宜华先生 (“the Guarantor”) to secure the facilities granted to the Borrower 1.
 
4)   A Personal Guarantee of USD1,100,000.- from 康宜华先生 (“the Guarantor”) to secure the facilities granted to the Borrower 2.
 
5)   20% Marginal Deposit for Documentary Credit issuance for the Borrower 1.
 
 
 
RESTRICTED
 
 

 
 
 
 
 
 
6)   20% Marginal Deposit in RMB currency for Documentary Credit issuance for the Borrower 2 and it should be with the Borrower 2’s account with the Lender.
 
7)   Pledge on Account Receivable from the pre-approved buyer for the Borrower 1 for Invoice Finance line drawdown.
 
8)   105% RMB cash should be pledged for the Borrower 1’s Standby Documentary Credit issuance.
 
The Borrower acknowledges that its indebtedness hereunder shall remain outstanding unless fully settled in the same currency of such indebtedness.
 
The Borrower also undertakes that:
 
(i)   it will promptly inform the Lender of any change to its Certificate of Approval;
(ii)   it will promptly inform the Lender of any change in the amount of its foreign debt or its other indebtedness backed by a security/guarantee from overseas; and
(iii)   it will conduct the foreign debt registration promptly (and, in any case, no latter than 15 days) after enforcement of the foreign guarantee/security for this Facility Letter.
     
  Conditions
  Precedent
:
(1)   The Borrower 1 shall present to the Lender its valid Borrowing Card issued by the People’s Bank of China together with the password thereof.
 
(2)   Certified true copies of all government approvals and certificates in relation to the establishment of the Borrower shall be submitted to the Lender.
 
(3)   The Borrower has provided its internal authorization document approving (or authorizing others to approve) the facilities hereunder and authorizing representative(s) to accept and sign the terms, conditions and documents in connection with the facilities hereunder in strict compliance with its articles of association and the applicable laws.
 
(4)   In the event that the Lender’s making available any facility hereunder is subject to regulatory approval or the completion of other procedures with the regulator(s), the acquisition of such regulatory approval and the completion of such procedures with regulator(s).
 
 
RESTRICTED
 
 

 
 
 
:
(5)   The Lender is satisfied that all the security(ies) stated in the “Security” item above (if any) has/have been established and is/are valid and enforceable. The security provider’s company existence evidence and internal authorization document (where the security provider is a company) or valid ID certificate (where the security provider is an individual) has been duly made and submitted to the Lender.
 
(6)   The Borrower has provided the Lender with such other documents or materials as may be reasonably required by the Lender for the first utilization under the Facility Letter.
 
(7)   The Borrower has opened a loan disbursement account with the Lender
 
(8)   In respect of each Trade, the Supporting Documents (as defined in the Schedule (Line for Treasury Products) to the satisfaction of the Bank.
     
  Undertaking/
Covenants
:
You will be required for so long as this facility is available to you to comply with the following covenants/ undertakings. Your compliance or otherwise with the following covenant(s)/ undertakings will not in any way prejudice or affect our right to suspend, withdraw or make demand in respect of the whole or any part of the facilities made available to you at any time
 
(1)   Without prejudice to any security or other priority right to which the Lender is entitled (if any), this facility shall rank at least pari-passu with all present and future indebtedness of the Borrower. The Borrower undertakes to advise the Lender in advance of any future borrowing.
 
(2)   The Borrower should not create or attempt to create or permit to subsist any mortgage, debenture, charge, pledge, lien or other encumbrance upon, or permit any lien or other encumbrance ( save a lien arising by operation of law in the ordinary course of trading) on the whole or any part of present or future assets of the Borrower without Lender’s prior written consent.
 
(3)   Half- yearly and audited yearly financial statements of the Borrower and the Guarantor(if any) to be prepared by qualified accountants shall be provided to the Lender whenever available but in any event no later than 90 days and 120 days from the financial half-year-ends and year-ends respectively.
 
(4)   The Borrower shall provide other financial or operational information of the Borrower as from time to time reasonably requested by the Lender.
 
 
 
 
RESTRICTED
 
 

 
 
 
 
 
(5)   The Borrower shall promptly inform the Lender of any of the Borrower's inter-group connected transactions which amounts to in aggregate over 10% of its net assets with the details to the satisfaction of the Lender.
 
(6)   The Borrower agrees that all borrower's undertakings set out in Article 21 of the Interim Measures on Regulation of Working Capital Loans issued by China Banking Regulatory Commission on 12 February 2010 apply to this facility letter.
 
(7)   The Borrower shall open an operating account with the Lender or shall upon request provide to the Lender evidence showing its fund flow situation if those operating accounts are opened with a bank other than the Lender.
 
(8)   Borrowers undertake to open settlement account with the Lender.
 
(9)   Borrowers and its related companies should channel no less than USD15,000,000.- equivalent cash flow to the lender each year.
 
(10)   The Borrowers undertake that the Tangible Net Worth of the Guarantor is not and will not be at any time less than USD30,000,000.-.
 
" Tangible Net Worth " means the aggregate of:-
 
-the amount paid up on the issued share capital (other than any redeemable share capital) of the Company(ies)/Group; and
-the capital and revenue reserves (including but not limited to the share premium account, revaluation and retained profits or losses);
 
but after deducting from such sum:-
 
-   goodwill and all other intangible assets;
-   all minority interests in subsidiaries;
-   all amounts set aside for tax;
-   any dividend or other distribution declared/recommended;
-   the excess of the book value to the market value of the listed investments;
-   any amount standing to the debit of the Company/Group's capital and reserves (including profit and loss account); and
-   any amount due from the shareholders, directors, and/or related companies.
 
(11)   The Borrower 1 undertakes that Import/Export/Invoice Finance turnover should not less than USD15,000,000.- in year 2011 and USD30,000,000.- in year 2012.
     
Governing Law
:
This Facility Letter shall be governed by and construed in accordance with the laws of the People’s Republic of China.
 
RESTRICTED
 
 

 
 
     
Jurisdiction
:
The Borrower submits to the non-exclusive jurisdiction of the PRC court at the principal office of the Lender. Nothing in this Clause limits the right of the Lender to bring proceedings against the Borrower in connection with this facility in any other court of any competent jurisdiction .

We may provide any information relating to any of your accounts with us and any facilities we may provide to you from time to time or their conduct or any other information concerning your relationship with us to any other company or office which at the relevant time belongs to or is part of the HSBC Group.

The facility offer will remain open for acceptance until the close of business on 29 July 2011 and if not accepted by that date will be deemed to have lapsed (unless otherwise agreed by us in writing).

We shall be grateful if you could arrange for the authorized signatory(ies) of your company in accordance with the terms of the shareholders’ resolution or board resolution (as the case may be) to be given to us, to sign and return to us the duplicate copy of this letter to signify your understanding and acceptance of the terms and conditions under which the facility is granted.

We look forward to the establishment of our mutually beneficial and lasting relationship.

Yours faithfully,
For and on behalf of
HSBC Bank (China) Company Limited
Nanjing Branch

/s/ _______Xuan Xu _____

Business Financing Services Officer of HSBC Bank (China) Company Limited
Nanjing Branch

/s/ ____ Tingzhu Bian________

Branch Chief of HSBC Bank (China) Company Limited
Nanjing Branch

Acceptance of the Offer Letter by:

Ever-Glory International Group Apparel Inc.

Authorized Signature:   /s/ Edward Yihua Kang
Company seal

Perfect Dream Ltd
Authorized Signature: /s/_____________
Company seal



Ew/Ej/sc

RESTRICTED
 
 

 
 
 
SCHEDULE OF FACILITIES

 
SBDC Facility, applicable to the Borrower 1 only
 
Purpose

To support its related company Ever-Glory International Group (HK)’s oversea financing

Utilization

SBDC Tenor: Up to 1 year.

For each standby letter of credit, an application together with a counter-indemnity or a blanket counter–indemnity, in a form acceptable to the Lender, shall be provided by the applicant to the Lender before issuance of such standby letter of credit.

The beneficiary of SBDC can only be The Hong Kong and Shanghai Banking Corporation Limited, Hong Kong office.
 
Commission
Bond opening commission to be charged, unless otherwise agreed by the parties elsewhere, at 1% per annum on the amount of the Bond issued and payable in advance upon issuance.
 
Default Interest
USD overdue sums: Default interest will charged, unless otherwise agreed by the parties elsewhere, at 10% p.a., or a such higher rate as the Bank may from time to time determine and payable upon demand of the Bank.
 
 

 
RESTRICTED
 
 

 
 
SCHEDULE OF FACILITIES

 

 
Import Facilities, applicable to the Borrower 1 only
 
Purpose

To facilitate your documentary credit issuance

To finance your working capital requirement

Utilization

1.  
Documentary Credit Issuance up to USD2,000,000.- or RMB equivalent
 
Each Documentary Credit shall have a validity period of not longer than 3 months (or such period acceptable to us); and
Each Documentary Credit may be issued for payment at sight or usance of up to 90 days or such period acceptable to us.
 
2.  
Loan Against Import (“LAI”) up to USD2,000,000.- to finance funding under the Documentary Credit
(Maximum Tenor 90 days)

3.  
Goods under your control and/or Trust Receipts up to USD2,000,000.-
(Maximum Tenor 90 days)

4.  
Clean Import Loan (“CIL”) up to USD2,000,000.-
(Maximum Tenor 90 days)

Drawdown shall be against copies of invoices / Sales contracts / Purchase order, and/or other trading documents may be required by the Bank from time to time.

CIL should be restricted for payment to approved supplier.

Approved Supplier
 
乐祺纺织实业(无锡)有限公司
江阴市庆鸿纺织有限公司
芜湖市润阳服装有限责任公司
南京润泽华针纺织科技发展有限公司(关联公司)
江阴市虎跑纺织印染有限公司
青岛瑞华集团纺织印染有限公司
江阴大阳纺织有限公司
合肥亚源印染有限公司
南京昊天制衣有限公司
无锡市新潮科技有限公司


Application/request for use of each of the above facilities should be provided to the Bank in form and substance satisfactory to the Bank. Such application/request once accepted by the Bank shall constitute a part of agreement for the respective facility together with this Facility Letter. In case of any conflict between such application/request and this Facility Letter for any specific deal, the stipulations in the application/request shall prevail.
 
RESTRICTED
 
 

 
 
Interest

RMB Loan
Interest shall accrue on each RMB loan at a rate equal to the benchmark lending rate effective on the loan drawdown date promulgated by the People’s Bank of China for RMB lending with a tenor corresponding to the term of that loan with 5% mark-up and shall be payable on the maturity date of that loan.  If during the term of the loan there is a change to the applicable benchmark lending rate, the applicable interest rate for any outstanding RMB loan will not change until the next roll over date.

Foreign Currency Loan
Interest shall accrue on each loan drawdown at a rate equal to the Lender's cost of fund plus 2% per annum and shall be paid on the maturity date of that loan. The Lender has its full discretion in determining its cost of fund for each loan. The exact interest rate agreed by both parties for each loan shall be specified in a separate written confirmation signed by the Borrower.
 
Commission

Documentary Credits opening commission to be charged at 0.125% flat on the Documentary Credit amount for each validity period of 3 months with a minimum charge of USD45/equivalent.

Commission in lieu of exchange: waived

Deferred Payment Fee for Usance Documentary Credit: 0.1% of Documentary Credit amount per month;

Import Bills Handling Fee 0.1% of bill amount; with a minimum charge of USD30/equivalent

Export Documentary Credit Advising:
Documentary Credit advising:        USD30/equivalent per DC
Documentary Credit Amendment Advising:    USD20/equivalent per DC

Other Fees and Commission: as per prevailing Tariff of Accounts and Services for Corporate Customers issued by the Bank.
 
Default Interest

Documentary Credit Issuance

Default interest will be charged for overdue amount (as well as amount not paid on demand) at 10% p.a., or such higher rate as the Bank may from time to time determine and payable upon demand by the Bank.
 
 
RESTRICTED
 
 

 

 
Foreign Currency LAI or CIL
Default interest will be charged for overdue amount as a rate equal to 3% per annum over the stipulated interest rate and payable upon demand by the Bank.

RMB LAI or CIL
Default interest will be charged for overdue amount at a rate equal to the stipulated interest rate for RMB loans with 50% mark-up and payable upon demand by the Bank.
 
Prepayment

Unless otherwise agreed by the Bank, no prepayment is allowed under Import Loan.


RESTRICTED
 
 

 

SCHEDULE OF FACILITIES

 
Invoice Financing Facility, applicable to the Borrower 1 only
 
Purpose
To finance the Borrower’s working capital requirement

Utilization

1.
You may request us to finance your invoice from the following approved buyers with full recourse to you. The list of the approved buyers may be changed from time to time subject to our consent.

Approved Buyers
Payment Term
-   *KIABI:
- SAS KIABI EUROPE
- KIABI STOCK CENTRAL BELGIQUE RUE DE LA TERRE A BRIQUE ZONING INDUSTRIEL DETOURNAI QUEST
TT 60 days
*LIFUNG: LI FUNG(TRADING)LIMIT
TT 60 days
*MARK'S WORK WEARHOUSE LTD.
TT 30 days
*ETAM: 上海艾格服饰有限公司
TT 60 days
*BESTSELLER: BESTSELLER A/S
TT 30 days

2.
Maximum financing tenor is up to 90 days. You are obliged to repay us immediately in full amount once the payment obligator under such invoice fails to pay us on the maturity date of any invoice, and in no event shall your repayment be later than the grace period of 30   days from invoice maturity date. You shall pay us default interest at our prevailing rate on the proceeds under the invoice which are not received by us from expiry date of the grace period to the date of full receipt by us.

3.        Maximum finance amount is up to 85 % of the approved invoice amount.

4.      Copies of invoice and proof of delivery must be submitted to us for financing;

5.      Buyer payment is directed to the Bank designated account;

6.      The payment source should be the sales proceeds from approved buyers.
 
Interest / Commission

Foreign Currency
Interest will accrue on the foreign currency outstanding hereunder each day at a rate equal 3% per annum over the 6 months SIBOR of USD quoted for that date. The accrued interest shall be paid on the last Business Day of each calendar month to the debit of your account.
 
RESTRICTED
 
 

 

RMB
Interest shall accrue on the daily outstanding at a rate equal to the benchmark lending rate effective on that date promulgated by the People’s Bank of China for 6-month RMB loan with 5% mark-up and shall be payable on the last Business Day of each calendar month to the debit of your account.

Commission/Documents handling fee: 0.1% per face value

The interest rate or any fee structure may be changed from time to time to reflect changes in our funding cost.
 
Default Interest
 
Foreign Currency
Default interest will be charged for any amount due and payable but not paid at a rate equal to 3% per annum over the stipulated interest rate and payable upon demand by the Bank.

RMB
Default interest will be charged for any amount due and payable but not paid at a rate equal to the stipulated interest rate for RMB loans with 50% mark-up and payable upon demand by the Bank.
 
Prepayment
Unless otherwise agreed by the Bank, no prepayment by the Borrower is allowed hereunder.
 
Disbursement of Loan Proceeds
 
All funding hereunder may be disbursed at the Borrower’s discretion. The Borrower shall confirm to the Bank the usage of all funding under disbursement by the Borrower itself on quarterly basis in form and substance satisfactory to the Bank and shall upon request provide the Bank with evidences and supporting documents in relation to the use of such proceeds.
 
RESTRICTED
 
 

 
SCHEDULE OF FACILITIES

 
Line for Treasury Products
 
Line for Treasury
Products:
 
The risk-weighted limit of the products to be traded, including but not limited to, plain vanilla foreign exchange forward/foreign exchange swap trades ("Plain Vanilla Forward/Swap Trades") and other derivative trades ("Other Derivative Trades", together with Plain Vanilla Forward/Swap Trades, “Trade” or “Trades”) must not exceed the limit as set out below at any time. The Bank may allocate the limit within the products below or other products as agreed to be traded between the Bank and the Customer from time to time.

Facility
Limit/Limits (or its equivalent in any other currency including RMB, calculated at the then prevailing spot exchange rate)
Plain Vanilla Forward/Swap Trades
 
(Maximum maturity period: 12 month, unless prior arrangement between parties)
  USD1,000,000.-

 
The aggregate amount of utilisation under the Facility will be calculated by the Bank on a risk-weighted basis using its standard risk-weighting algorithms. These will use different weightings for different products. The aggregate amount of utilisation under the Facility shall be as calculated by the Bank, such calculation to be conclusive.

Purpose and
Supporting Documents:
The Customer undertakes that it shall enter into Plain Vanilla Forward/Swap Trades or Other Derivative Trades contemplated under this Facility Letter with the Bank only to cover trade related exchange exposure incurred in the normal course of business and/or other exchange exposure to the extent permitted by law (the “Purpose”), and that it shall be solely responsible for providing any documents evidencing the Purpose and any other additional information and/or supporting documents as requested by the Bank from time to time (the “Supporting Documents”) to the Bank to the latter’s satisfaction to facilitate the entry into and settlement of any

Trade.  For avoidance of doubt, the Bank may require any such Supporting Documents from the Customer from time to time, whether before or after the entry into or the settlement of the relevant Trade.  The Bank shall have the right (but not the obligation) to rely on the Supporting Documents provided by you without further verification.
 
RESTRICTED
 
 

 
 

 
In the case of your breach of any obligation, undertaking, representation or covenant hereunder or in any other document relating to the Facility or the Trades (including, but not limited to, your failure to or delay in providing any Supporting Documents to the Bank’s satisfaction), the Bank shall have the sole discretion to close out any or all of the outstanding transactions under the Facility and the Trades and demand settlement of the balance due. Without prejudice and in addition to any general lien, right of set-off or other right which the Bank may have on any account whatsoever, the Customer agrees that the Bank may at any time and without prior notice apply any monies held in any currency to the credit of any account or any other account in the name of the Customer against any settlement amount that the Customer owes to the Bank. If as a result of such settlement, there are payables to you, the Bank shall have the right to retain for its own account such payables without the need to making such payments to you.
Worse Case Scenario
Of Plain Vanilla
Forward/Swap Trade:
In relation to plain vanilla forward/swap transactions, the worst case scenario refers to as follows. If on each settlement date for forward/swap transactions the spot exchange rate (represented by numbers of converted currency per one base currency) were to increase to an infinite number (in the case the Customer sells base currency and buys converted currency) or to decrease to a near-zero number (in the case the Customer sells converted currency and buys base currency), the Customer would still have to settle the transactions on the original agreed settlement rate, in which case the Customer would pay all of the notional amounts in the currency originally agreed to pay and receive the amount in the currency originally agreed to receive, and the current value represented by the amount of currency received by the Customer on such settlement date would be minimal.
 
Dealing
Procedures:                Application

In relation to a Plain Vanilla Forward/Swap Trade (including where you request for rollover or early settlement in respect of any Plain Vanilla Forward/Swap Trade by entering into reversal transactions and new transactions with the Bank), you shall apply for and give trading instructions regarding the Plain Vanilla Forward/Swap Trade to the Bank by means of email,  telephone or other method acceptable to the Bank, provided that any communication made by email, telephone or other method acceptable to the Bank shall contain information necessary for the Bank to proceed with the relevant Plain Vanilla Forward/Swap Trade, or shall be made in such other specific form as required by the Bank from time to time. In relation to forward/swap transactions, if you request for rollover in respect of any original transactions by entering into reversal transactions and new transactions with the Bank, the netting gains or losses generated after offsetting the reversal transactions against the original transactions must be settled between you and the Bank on the maturity date of the original transactions.
 
RESTRICTED
 
 

 

 
In relation to an Other Derivative Trade, you shall complete and submit a written application, which shall be in a form acceptable to the Bank and contain, among the others, trading details deemed necessary by the Bank and execute other documents as requested by the Bank from time to time.

Any application regarding a Trade (whether made by means of email, telephone, written application form or other method acceptable to the Bank, the "Application") is irrevocable unless otherwise agreed by the Bank in writing and the Bank shall have the right to act on the Application without the need to give any prior written or verbal confirmation to you.

The Bank shall have the sole discretion to decide whether to reject or act on such Application.

You confirm that all the information stated in the Application and the Supporting Documents provided to the Bank from time to time are authentic, accurate and non-misleading, and can be relied on by the Bank.

If the Bank receives any Application after its cut-off time, the Bank will process that Application on the following working day.

Confirmation

You shall sign and return to the Bank the trading confirmation relating to the Trade sent by the Bank via delivery of original copy, fax, SWIFT or other method acceptable to the Bank. Any failure or delay by you in doing so will not affect the completion of the relevant Trade nor discharge your obligations under this Facility Letter or other documents relating to that Trade.
 
Fax/E-Mail/
Telephone:
 
By entering into this Facility Letter, you expressly and irrevocably agree that you will, unless otherwise requested by the Bank, (i) deal with the Bank via email, telephone or other method acceptable to the Bank in relation to the Plain Vanilla Forward/Swap Trades, and (ii) (where applicable and permitted by the Bank) confirm the  trading details deemed necessary by the Bank via email, telephone or fax in relation to Other Derivative Trades, and accept the risk of equipment malfunction including paper shortages, transmission errors, omissions and distortions arising out of such communications.
 
RESTRICTED
 
 

 

 
 
You also expressly and irrevocably agree that the Bank may, to the extent permitted by applicable laws and regulations, record any telephone conversation conducted between the Bank and you, retain such records and use them in such manner as the Bank considers appropriate.

Representations:
The Customer makes the following representations to the Bank which representations will be deemed to be repeated by the Customer on each date on which a Trade contemplated hereunder is entered into:

(i) each Trade is directly linked to the underlying assets/liabilities evidenced by the supporting documents (if any) provided by the Customer, these underlying assets/liabilities are real and authentic, and there does not exist any unsettled derivative transaction exposure linked to these underlying assets/liabilities;

(ii) the Customer enters into the Trades for the sole purpose of hedging, and not for speculation;

(iii) the execution, delivery and performance of the relevant master agreement or any credit support agreement and the transactions thereunder do not violate or conflict with any laws, regulations, rules, circulars, any order or judgment of any court or other agency of government applicable to the Customer or any provision of the Customer’s constitutional documents and/or other internal or intra-group rules each including but not limited to any requirement on transaction type, quota, term, position limitations, liquidity, profitability, foreign exchange, hedging purpose, and/or risk management;

(iv) the person(s) who execute(s) the relevant master agreement, instructions, confirmations and any other documents relating to the Trades have been duly authorised by the Customer in accordance with PRC law and any provision of the Customer’s constitutional documents;

(v) the Customer has fully and completely understood the terms and risks of the Trades, the Trades are consistent with the purpose as set out in item (ii) mentioned above, and the Customer is capable to sustain the worst case scenario as described in the term sheet or other documents (if applicable) of the Trades;

Payment:
Both you and the Bank agree that if payment under any Trade remains to be payable by both you and the Bank on the same day, the Bank shall not be required to make the payment due from the Bank to you on that day until the time when the Bank has received confirmation that the Bank has received the payment due from you on that day in full at the Bank’s designated account.
 
RESTRICTED
 
 

 

 
The Bank shall not be liable to you for any interest, loss, expense or any other cost associated with any delayed payment by the Bank as a result of acting in accordance with the foregoing procedures provided that the Bank has acted promptly and in good faith.

Without prejudice to any set-off right entitled to the Bank, you shall place sufficient funds in the account as designated in the Application to meet your payment obligations for the relevant Trade.
 
Fax / Email /
Telephone
Indemnity
 
With respect to any Applications, instructions or confirmations sent by means of email, telephone or fax (collectively, the "Indemnified Instruments"), you agree in consideration of the Bank receiving and acting upon such Indemnified Instruments without requiring a written document bearing an actual signature or actual signatures, as follows:

 
(1)
the records of such Indemnified Instruments kept by the Bank shall be, in the absence of manifest error, the final and conclusive evidence of such Indemnified Instruments;

 
(2)
the Bank shall be entitled to assume without further enquiry that any Indemnified Instrument purporting to be that of any person authorized by you, is that of such person and genuine and is binding upon you;

 
(3)
the Bank is hereby irrevocably and unconditionally authorised to accept and to act on any Indemnified Instruments which the Bank in its sole discretion believes emanates from you and shall not be liable to you for acting in good faith in reliance thereon;

 
(4)
the Bank shall not be liable for, and you hereby waive to the fullest extent permitted by law, any right which you may now or hereafter have to claim against the Bank in connection with any misunderstanding, mutilation, delay or faulty transmission of any Indemnified Instruments; and

 
(5)
you hereby undertake to keep the Bank indemnified at all times against, and to keep the Bank harmless from, all loss, damages, costs and expenses which may be suffered by the Bank as a result of the Bank accepting and/or acting upon any such Indemnified Instruments.

The Bank reserves the right to refuse to accept or act upon any Indemnified Instrument or any part thereof without incurring any responsibility for loss, liability or expense arising out of such refusal, if, at the Bank's sole discretion:

 
(1)
such Indemnified Instrument is or proves to be in conflict with any applicable laws or regulations;
 
 
RESTRICTED
 
 

 

 
 
(2)
there is any ambiguity, incompletion or conflict in respect of such Indemnified Instrument, until the ambiguity, incompletion or conflict has been resolved to the Bank's satisfaction; or

 
(3)
the Bank has reasonable doubt in relation to such Indemnified Instrument's contents, authorization, origination or compliance with the Bank's requirements.

 
Other
Indemnity:
 
Where the Bank accepts your request for (i) rollover or early settlement in respect of any Trade by entering into reversal transactions and new transactions with the Bank, or (ii) reversal of any Trade, you shall fully indemnify the Bank against any losses, damages and expenses arising from the Bank’s entering into the reversal deal and/or net settling the reversal deal against the original deal as mentioned above.

Acknowledgement:
You hereby acknowledge and undertake that, in connection with this Facility Letter and the Trades:

 
(1)
you are not relying and will not rely upon any advice (whether written or oral) of the other party to this Facility Letter or the Trades, other than the representations expressly set forth in this Facility Letter or the Trades;

 
(2)
you have made and will make your own decisions regarding the execution of this Facility Letter and the Trades based upon your own judgment and/or advice from your own professional advisers as you have deemed necessary to consult with;

 
(3)
you fully understand and accept the terms, conditions and risks of this Facility Letter and the Trades and are willing to assume (financially and otherwise) those risks, and you agree to the risk disclosure statements as set out in the Risk Disclosure Statement attached to this Facility Letter; and

 
(4)
you are entering, and will enter, into this Facility Letter, the Trades and other documents as principal, and not as agent or in any other capacity, fiduciary or otherwise.

Master Agreement:
Subject to the paragraph below, any transaction entered into pursuant to this Facility Letter or any Trade shall be subject to the ISDA Master Agreement or FX Master Agreement or any other master agreement executed by and between the Bank and the Customer.
 
 
RESTRICTED
 
 

 

 
 
The Bank may waive temporarily the requirement to sign any master agreement with the Customer for the transactions under the facilities. In the absence of any ISDA Master Agreement or FX Master Agreement or any other master agreement executed by and between the Bank and the Customer, any Trade (together with all other documents referring to the 2002 ISDA Master Agreement (the “ISDA Form”) entered into between the Bank and the Customer) shall be governed by the ISDA Form as if the Bank and the Customer had executed an agreement in such form on the Trade Date as of the first Trade between the Bank and the Customer (but without any schedule except for the election of the laws of  the PRC as the governing law, the submission of any dispute in connection with the ISDA Form to the Shanghai Sub-Commission of China International Economic and Trade Arbitration Committee by arbitration for final settlement, USD as the Termination Currency and any other elections set out in the relevant trade documentation).  The foregoing provisions in this paragraph shall apply, if the parties agree to use the ISDA Form to govern the Trades even though we have executed the FX Master Agreement.

 
The waiver in the foregoing paragraph will not prejudice the Bank's right to require the Customer to sign a master agreement at the time the Bank deems fit.
 
 
 
The definitions and provisions contained in the 1998 FX and Currency Option Definitions or the 2006 ISDA Definitions (as the case may be) shall be incorporated into the Application and/or other Trade-related documents governing such transaction.

Risk Disclosure
Statement:

 
The Bank wishes to draw your attention to the financial risks and the market risks associated with the Trades offered by the Bank.  Under certain market conditions, you may sustain gains as well as losses.  In particular, the return on the Trades is dependent on the exchange rate or interest rate movements of the relevant currencies prevalent at the relevant date or during the relevant period (as the case may be).  Specific market movements of such exchange rates or interest rates cannot be predicted accurately and the profit and loss in a Trade related to exchange rate or interest rate will be affected by fluctuations of such rates.

 
You must be prepared to accept these risks and all other risks (which can be substantial) and the Bank will not be responsible for any losses whatsoever incurred by you in respect of any Trade. You should therefore carefully consider whether such trading is suitable for you in light of your financial condition, experience and objectives.

 
You should also ensure that you (a) fully understand the nature of any Trade and the contractual relationship into which you are entering and the nature and extent of your exposure to risk of loss; and (b) evaluate the tax and accounting implications, the potential financial benefits and risks of any Trade.

 
The Bank recommends that you obtain independent legal advice before placing any Trade.
 
 
RESTRICTED
 
 

 
 

 
 
You should act in reliance on your own judgment and evaluation and upon such independent professional advice as you may deem appropriate.

 
By signing this Facility Letter, you declare that you have carefully read this Risk Disclosure Statement and related documents and confirm that you have fully understood the risks inherent in or arising from the Trades.  You agree that you will be fully responsible for all losses incurred by you in relation to any and all Trades.

 
 
 
 
 
 
 
RESTRICTED
 
 

 
 
SCHEDULE OF FACILITIES

 
Import Facilities, applicable to the Borrower 2 only
 
Purpose

To facilitate your documentary credit issuance

Utilization

1.  
Documentary Credit Issuance up to USD1,000,000.- or RMB equivalent
 
Each Documentary Credit shall have a validity period of not longer than 3 months (or such period acceptable to us); and
Each Documentary Credit may be issued for payment at sight or usance of up to 90 days or such period acceptable to us.
 
2.  
Goods under your control and/or Trust Receipts up to USD1,000,000.-
(Maximum Tenor 90 days)

Drawdown shall be against copies of invoices / Sales contracts / Purchase order, and/or other trading documents may be required by the Bank from time to time.

Application/request for use of each of the above facilities should be provided to the Bank in form and substance satisfactory to the Bank. Such application/request once accepted by the Bank shall constitute a part of agreement for the respective facility together with this Facility Letter. In case of any conflict between such application/request and this Facility Letter for any specific deal, the stipulations in the application/request shall prevail.
 
Commission
Documentary Credits opening commission to be charged at 0.125% flat on the Documentary Credit amount for each validity period of 3 months with a minimum charge of USD45/equivalent.

Commission in lieu of exchange: waived

Deferred Payment Fee for Usance Documentary Credit: 0.1% of Documentary Credit amount per month;

Import Bills Handling Fee 0.1% of bill amount; with a minimum charge of USD30/equivalent

Export Documentary Credit Advising:
Documentary Credit advising:        USD30/equivalent per DC
Documentary Credit Amendment Advising:    USD20/equivalent per DC

Other Fees and Commission: as per prevailing Tariff of Accounts and Services for Corporate Customers issued by the Bank.
 
RESTRICTED
 
 

 
 
Default Interest
Documentary Credit Issuance
Default interest will be charged for overdue amount (as well as amount not paid on demand) at 10% p.a., or such higher rate as the Bank may from time to time determine and payable upon demand by the Bank.
 
Prepayment
Unless otherwis e agreed by the Bank, no prepayment is allowed under Import Loan.


RESTRICTED
 
 

 
 
GENERAL TERMS AND CONDITIONS FOR FACILITIES
 
1  
Interpretation
 
These terms and conditions are applicable to banking facilities made available by HSBC Bank (China) Company Limited (the “ Bank ”) to the Borrower(s) and shall be read as an integral part of the facility letter (inclusive the Schedule of Facilities thereof), as may be amended from time to time, applicable to the Borrower(s) (the “ Facility Letter ”).  In the event of conflict between these terms and conditions and the Facility Letter, the Facility Letter shall prevail for the purposes of the relevant transaction.
 
2  
Accrual of Interest & Other Sums
 
All interest and other sums expressed to be chargeable or payable on a periodic basis hereunder shall accrue on a 360-day-year basis.
 
3  
Availability and Utilization
 
3.1  
Each and all the facilities under the Facility Letter are of the revolving nature. Any utilized but repaid amount under any facility is available for re-utilization, subject to the terms and conditions of the Facility Letter.
 
3.2  
With respect to trade related facilities, the Bank may, at its sole and discretion, refuse to allow drawings under such facilities if the transaction in question does not meet the Bank’s operational requirements in respect of the facilities.
 
4  
Purpose
 
The Borrower shall strictly apply the Bank’s funding under the Facility Letter for the purpose set out in the Facility Letter only and shall comply with the requirements of the relevant PRC laws and regulations on use of such proceeds. The Borrower shall not apply the proceeds for any purpose prohibited by PRC laws and regulations which including, without limitation, applying the proceeds for equity investments, applying the proceeds for speculation in the stock market, the futures market, the real estate market or other similar market speculation.
 
5  
Market Disruption / Increased Costs
 
Without prejudice to our overriding right of suspension, withdrawal and repayment on demand, the Bank would reserve our right to renegotiate any of the interest margins, fees, other charges and the applicable period of PBOC base rate detailed herein (in case there is any Loan denominated in RMB) in the event of any change occurring in any applicable law or regulation (or its interpretation) or in PRC’s financial markets or the need to comply with any requirement of any regulatory/governmental authority (whether or not having the force of law), which resulted, in our opinion, in an increase of the cost of advancing, maintaining or funding any facilities, a change on the basis to calculate the interest margins, deviation from the RMB interest rate regime permitted by PRC laws or regulations (or its interpretation), and/or a reduction in the net return to us from the facilities outlined herein. Before the renegotiated interest margins, fees, other charges or applicable base rate is agreed, the Bank has the sole discretion to charge the Borrower the revised interest and fees with a notice to the Borrower. However, if such change in applicable laws and regulations or the requirements of relevant regulatory/governmental authorities have retrospective effect, the Customer shall indemnify the Bank against the increase of cost and/or the reduction in the net return suffered by the Bank in respect of relevant period affected by such retrospective effect within 15 Business Days upon receipt of written notice from the Bank.  The Bank’s written notice setting out its claim for such indemnity shall be the conclusive evidence for the indemnity amount payable to the Bank by the Customer, unless the Bank's claim conflicts with relevant laws, regulations, regulatory/governmental requirements in the PRC.
 
RESTRICTED
 
 

 
 
 
6  
Security Top-up
 
Without prejudice to our overriding right of suspension, withdrawal and repayment on demand at any time, if as a matter of fact or in the opinion of the Bank, the value of the security provided by the Borrower or other security provider for the facilities under the Facility Letter has depreciated, the Bank may request the Borrower to provide additional security in form and substance satisfactory to the Bank.
 
The term “security” referred to in this Clause 6 includes both tangible security and guarantee by a third party. The depreciation of security value includes, but is not limited to, decrease of the absolute value of the collateral due to drop in market price, adverse change in the guarantor’s credit standing, and depreciation of the guaranteed credit limit or any form of cash cover security or evaluated value of the collateral when converted into the currency in which the Borrower’s indebtedness is denominated as a result of fluctuation of foreign exchange rate.
 
7  
Disbursement of Loan Proceeds
 
7.1
Unless otherwise provided in the Schedule of Facilities, disbursement of loan proceeds under the facilities shall follow the provisions of this Clause 7.
 
7.2
Disbursement of loan proceeds under each facility financing the Borrower’s working capital requirement shall follow the provisions under this Clause 7.2.
 
The Borrower may, subject to the Bank’s prior consent, choose “Disbursement by the Bank” and/or “Disbursement by the Borrower” for each drawdown hereunder. Such choice should be expressly indicated in the drawdown request in relation to each drawdown.
 
The Borrower acknowledges that the Bank may review and revise the criterion of eligibility for “Disbursement by the Bank” and “Disbursement by the Borrower” from time to time at its full discretion.
 
In case of Disbursement by the Bank, if the Bank has received the following documents three business days before the proposed drawdown and is satisfied that the relevant payment under the transaction has become due and conforms to the purpose of the Facility after verification of the transaction materials, the Bank will pay the loan proceeds to the loan disbursement account and forthwith on the same day immediately transfer the loan proceeds to the Borrower’s counterparties under the relevant transaction pursuant to payment instruction(s) from the Borrower:
 
RESTRICTED
 
 

 
 
(a)  
drawdown request for the proposed loan;
(b)  
transaction materials evidencing the payment requirement(s) to be funded by the loan proceeds; and
(c)  
instruction(s) to the Bank for payment of the loan proceeds to relevant third party counterparties.
 
In case of Disbursement by the Borrower, upon receipt of the drawdown request from the Borrower, the Bank will pay the loan proceeds to the Borrower’s loan disbursement account. The Borrower may disburse such loan proceeds to third parties by itself. The Borrower shall confirm to the Bank the usage of all loan proceeds under Disbursement by the Borrower itself on quarterly basis in form and substance satisfactory to the Bank and shall upon request provide the Bank with evidences and supporting documents in relation to the use of such loan proceeds.
 
7.3
Disbursement of loan proceeds under each facility financing the Borrower’s fixed asset investment requirement shall follow the provisions under this Clause 7.3.
 
If the Borrower has opened a designated loan disbursement account with the Bank for the purpose of this Facility Letter, then sections “Disbursement by the Bank (through designated loan disbursement account)” and “Disbursement by the Borrower itself” below will apply to loan proceeds disbursement hereunder. If the Borrower has not opened a designated loan disbursement account with the Bank for the purpose of this Facility Letter, then section “Disbursement by the Bank (through existing account)” below will apply to loan proceeds disbursement hereunder.
 
Disbursement by the Bank (through designated loan disbursement account)
 
The Borrower understands and acknowledges that, in accordance with the Provisional Rules on Administration of Fixed Asset Loans, for any single payment of loan proceeds of more than the Threshold Amount (as defined in the Schedule of Facilities), the approach of Disbursement by Bank must be adopted. That is, the Bank will pay the loan proceeds to the designated loan disbursement account opened by the Borrower with the Bank provided that the Bank has received the following documents from the Borrower 3 business days before the proposed drawdown and is satisfied that the relevant payment under the transaction has become due and conforms to the purpose of the facility after verification of the transaction materials, and forthwith immediately transfer the loan proceeds to the Borrower’s counterparties under the relevant transactions pursuant to payment instruction(s) from the Borrower:
 
(a)  
drawdown notice for the proposed loan;
(b)  
transaction materials (which include without limitation contracts and invoices in relation to the payment(s) to be made with the proceeds of the loan to be drawn) evidencing the payment requirement(s) to be funded by the loan proceeds; and
(c)  
instruction(s) to the Bank for payment of the loan proceeds to relevant third party counterparties.
 
Disbursement by the Borrower itself
 
Single payment of loan proceeds no more than the Threshold Amount can be made by means of Disbursement by the Borrower, which means, after loan proceeds are paid by the Bank to the Borrower’s loan disbursement account, the Borrower will disburse such loan proceeds to its counterparty by itself. As a condition precedent for drawdown under such approach, the Borrower shall provide the Bank with a utilization plan regarding the loan proceeds of such drawdown together with the drawdown notice.
 
RESTRICTED
 
 

 
 
 
The Borrower undertakes that it will not pay any loan proceeds to any of its accounts opened with any other Bank. The Borrower further undertakes that it will send a summarized report on a quarterly basis in a form and substance to the Bank’s satisfaction, reporting information relating to its payment of loan proceeds by itself and shall provide evidences and supporting documents in relation to relevant transactions promptly upon request by the Bank.
 
Disbursement by the Bank (through existing account)
 
The Borrower understands and acknowledges that, for the payment of each loan proceeds, the Bank will make the relevant loan proceeds payment to the designated existing settlement account opened by the Borrower with the Bank provided that the Bank has received the following documents from the Borrower 3 business days before the proposed drawdown and is satisfied that the relevant payment under the transaction has become due and conforms to the purpose of the Facility after verification of the transaction materials, and forthwith immediately transfer the loan proceeds to the Borrower’s counterparty under the relevant transaction pursuant to payment instructions from the Borrower:
 
(a)  
drawdown notice for the proposed loan;
(b)  
transaction materials (which include without limitation contracts and invoices in relation to the payment(s) to be made with the proceeds of the loan to be drawn) evidencing the payment requirement(s) to be funded by the loan proceeds; and
(c)  
instruction(s) to the Bank for payment of the loan proceeds to relevant third party counterparties.
 
7.4
In relation to any disbursement by the Bank, the Borrower hereby undertakes and warrants to the Bank as follows:
 
(a)  
As the payment obligor under the relevant transaction, the Borrower shall be solely liable for the appropriateness and/or correctness of each payment made by the Bank with the Borrower’s authorization. The Bank’s examination of transaction materials and its payment in reliance thereon will not release or mitigate such liability of the Borrower.
(b)  
The Borrower shall not instruct the Bank to pay any loan proceeds to any of its accounts opened with any other bank except for cases whereunder the Borrower’s payment must be paid through such account opened with another bank and the Borrower provides documentation satisfactory to the Bank to assure the Bank that the disbursement of the loan proceeds to the other bank's account will not breach the regulatory requirements on the usage of loan proceeds.
(c)  
The Borrower will not break a large payment into several parts to avoid application of Disbursement by Bank.
 
8  
Expenses, Taxation and Debit Authorization
 
8.1  
All out-of-pocket expenses including but not limited to the PRC stamp duty and the legal fees in relation to the preparation, negotiation, execution and enforcement of this facility shall be borne by the Borrower.
 
 
RESTRICTED
 
 

 
 
8.2  
All payments of principal, interest, fees and other expenses shall be made by the Borrower free and clear of taxes, levies, imposts, duties, charges or withholding of whatsoever nature.
 
8.3  
The Bank may debit any of the Borrower’s account with the Bank’s offices for any amount including, without limitation, principal, interest and other fees and charges due and payable by the Borrower to the Bank under or in relation to the Facility Letter without further instruction from the Borrower.
 
9  
Assignment
 
Without prejudice to any right of assignment enjoyed by the Bank pursuant to law or any contract, the Bank may by notice to the Borrower assign any and/or all of its rights and obligations hereunder to any HSBC Group member(s) that are/is more than 50% owned or controlled by HSBC Group or any of the branch of HSBC Bank (China) Company Limited.
 
10  
Connected Transactions
 
Section 83 of the Hong Kong Banking Ordinance and the CBRC Administration Rules on the Connected Transactions of Commercial Banks with Insiders and Shareholders (the “CBRC Rules”) have imposed on the Bank certain limitations on advances to persons related to our directors or employees or advances that are of the “connected transaction” nature. In acknowledging this Facility Letter the Borrower should advise the Bank whether the Borrower in any way related to any of the Bank’s directors or employees within the meaning of Section 83 or otherwise are a “connected party” defined in the CBRC Rules and in the absence of such advice the Bank will assume that the Borrower is not so related. The Bank would also ask, should the Borrower become so related subsequent to acknowledging the Facility Letter, that the Borrower immediately advises the Bank in writing.
 
 
 
RESTRICTED
Exhibit 10.2
 
(PRC-law-governed Version)

To:   HSBC Bank (China) Company Limited,           Nanjing      Branch

GUARANTEE BY AN INDIVIDUAL

1.  Definitions
Bank ” means HSBC Bank (China) Company Limited,    Nanjing Branch and its successors and assignees;
Banking Facilities ” means such facilities as the Bank may make or continue to make available to the Customer;
Customer ” means the person whose name and address are specified in the Schedule;
Default Interest ” means interest at such rate as the Bank may specify, compounded monthly if not paid on the dates specified by the Bank;
Exchange Ra te” means the rate for converting one currency into another currency which the Bank determines to be prevailing in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding on the Guarantor;
Guaranteed Moneys ” means (i) all principal in any currency owing by the Customer to the Bank at any time during the Guaranteed Period, actually or contingently, in any capacity, alone or jointly with any other person, (ii) interest on such principal (both before and after any demand or judgment), to the date on which  the Bank receives payment, at the rates payable by the Customer or which would have been payable but for any circumstance which restricts payment, (iii) other amount owing by the Customer to the Bank under or in relation to the Banking Facilities and (iv) expenses of the Bank in enforcing this Guarantee on a full indemnity basis;
Guaranteed Period ” means the period commencing from the date of this Guarantee and ending on the date falling one calendar month after receipt by the Bank of the termination notice referred to in Clause 3.1;
Guarantor ” means the person whose name and address are specified in  the Schedule and any executor, personal representative or other lawful successor of such person;
Maximum Liability ” means the sum specified in the Schedule plus Default Interest on that sum or part thereof (to the extent that it is not paid by the Guarantor on demand by the Bank) and expenses of the Bank in enforcing this Guarantee on a full indemnity basis; where a liability for Guaranteed Moneys is incurred in a currency different from the currency in which the Maximum Liability is stated  and the equivalent of that liability in the currency in which the Maximum Liability is stated, calculated at the then applicable Exchange Rate upon determination of the liability, has increased since it was incurred, that increase shall be added to the Maximum Liability;
person ” includes an individual, firm, company, corporation and an unincorporated body of persons; and
PRC ” means the People’s Republic of China, for the purpose of this Guarantee, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.
2.  Guarantee
2.1  In consideration of the Banking Facilities, the Guarantor guarantees to pay the Guaranteed Moneys to the Bank on demand provided that the aggregate amount paid by the Guarantor under this Guarantee shall in no case exceed the Maximum Liability.
2.2  The Guarantor shall pay Default Interest (to the extent that it is not paid by the Customer) on the Guaranteed Moneys from the date of demand by the Bank on the Guarantor until the Bank receives payment of the whole of the Guaranteed Moneys (both before and after any demand or judgment or any circumstance which restricts payment by the Customer).
2.3  A certificate of balance signed by any duly authorised officer of  the Bank shall be conclusive evidence against the Guarantor of the amount of the Guaranteed Moneys owing at any time.
2.4  The Bank shall be entitled to retain the benefit of this Guarantee as against the Guarantor and any security it has in respect of the Guaranteed Moneys for such period as the Bank may certify to the Guarantor to be appropriate in order to protect the interests of the Bank in respect of the Guaranteed Moneys.
 
 
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3.  Continuing and Additional Security
3.1  This Guarantee is a continuing security and shall secure the whole of the Guaranteed Moneys until one calendar month after receipt by the Bank of notice in writing by the Guarantor to terminate it.   Nevertheless and despite the giving of such notice, this Guarantee shall continue to apply to the Guaranteed Moneys in respect of which the Customer is or becomes actually or contingently liable up to such termination (together with the interest and other amount payable in relation to such Guaranteed Moneys after the termination) and the Guarantor guarantees to pay such Guaranteed Moneys (together with the interest and other amount payable in relation to such Guaranteed Moneys after the termination) to the Bank on demand whether that demand is made before, at the time of or after such termination.
3.2  The termination notice referred to in Clause 3.1 above shall not be served within the Minimum Guaranteed Term set out in the Schedule hereof.
3.3  This Guarantee is in addition to any other guarantee, mortgage, pledge or other security held by the Bank and shall not be affected by and may be enforced despite the existence of or any waiver by the Bank regarding such guarantee, mortgage, pledge or other security. CDT-SEC-014  (300907) The Bank shall not be obliged to enforce any other security before enforcing the guarantee hereunder.
4.  Customer’s Account
The Bank may, at any time and despite the termination of this Guarantee, continue any existing account and open any new account in the name of the Customer and no subsequent transactions, receipts or payments involving such new accounts shall affect the liability of the Guarantor.
5.  Payments
5.1  Payments by the Guarantor shall be made to the Bank as specified by the Bank without  any set-off, counterclaim, withholding or condition of any kind except that, if the Guarantor is compelled by law to make such withholding, the sum payable by the Guarantor shall be increased so that the amount actually received by the  Bank is the amount it would have received if there had been no withholding.
5.2  Payment by the Guarantor to the Bank shall be in the currency of  the relevant liability or, if the Bank so agrees in writing, in a different currency, in which case the conversion to that different currency shall be made at the Exchange Rate.
5.3  No payment to the Bank under this Guarantee pursuant to any judgment, court order or otherwise shall discharge the obligation of the Guarantor in respect of which it was made unless and until payment in full has been received in the currency in which it is payable under this Guarantee and, to the extent that the amount of any such payment shall, on actual conversion into such currency, at  the Exchange Rate, fall short of the amount of the obligation, expressed in that currency, the Guarantor shall be liable for the shortfall.
5.4  Any moneys paid to the Bank in respect of the Guaranteed Moneys may be applied in or towards satisfaction of the same or placed to the credit of such account as the Bank may determine with a view to preserving its rights to prove for the whole of the Guaranteed Moneys.
5.5  If any moneys paid to the Bank in respect of the Guaranteed Moneys are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Guarantee as if such moneys had not been paid.
6.  Set-off
The Bank may, at any time and without notice, apply any credit balance to which the Guarantor is entitled on any account with the Bank in or towards satisfaction of the Guaranteed Moneys.   For this purpose,  the Bank is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the moneys standing to the credit of such account.
7.  Waiver of Defense
The Guarantor hereby consents and agrees to each of the following, and agrees that the Guarantor’s obligations under this Guarantee shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any statutory or other rights (including without limitation rights to notice) which the Guarantor might otherwise have as a result of or in connection with any of the following:
 
 
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(a)  any amendment to or variation of the terms of the Banking Facilities;
(b)  any adjustment, indulgence, forbearance or compromise that might be granted or given by the Bank to the Customer, the Guarantor or any other party liable for payment of any or all of the Guaranteed Moneys;
(c)  any release, exchange, subordination or loss  of any guarantee or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Moneys;
(d)  the failure of the Bank or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling of all or any part of any security;
(e)  the reorganization, merger or consolidation of the Customer into or with any other person; or any other action or omission to act which but for this provision would discharge the Guarantor from any part of its liability under this Guarantee.
8.  Guarantor as Principal Debtor
The liability of the Guarantor under this Guarantee shall not be discharged or otherwise affected by reason of the Bank entering into any agreement or arrangement with the Customer or any other person or by reason of any legal limitation, disability or incapacity or any other act, omission or circumstance which, but for this provision, would discharge the Guarantor to any extent.    Any Guaranteed Moneys which may not be recoverable from the Customer for any such reason shall be recoverable by the Bank from the Guarantor as principal debtor by way of indemnity, on demand, together with Default Interest thereon in accordance with Clause 2.2.
9.  Subordination
9.1  The Guarantor shall not, until the whole of the Guaranteed Moneys have been received by the Bank, exercise its rights of subrogation, indemnity, set-off or counterclaim against  the Customer or its rights to participate  in any security the Bank has in respect of the Guaranteed Moneys or, unless required by the Bank to do so, to prove in the bankruptcy or liquidation of the Customer. The CDT-SEC-014  (081106) Guarantor shall hold any amount recovered, as a result of the exercise of any of such rights, on trust for the Bank and shall pay the same to the Bank immediately on receipt.
9.2  The Guarantor has not taken any security from the Customer and agrees not to do so until the Bank has received the whole of the Guaranteed Moneys. Any security taken by the Guarantor in breach of this provision shall be held in trust for the Bank as security for the Guaranteed Moneys and all moneys at any time received in respect thereof shall be paid to the Bank immediately on receipt.
10.  No Waiver
No failure to exercise, nor any delay in exercising, any of the rights or remedies under this Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
11.  Consent
The Guarantor agrees that the Bank may, for such purposes as the Bank may consider reasonably appropriate, disclose and/or obtain information concerning the Guarantor (including details of and relating to all or any transactions or dealings between the Guarantor and the Bank) to or from:
(a)  any agent, contractor or third party service provider (whether  situated within or outside the PRC) which provides administrative, telecommunications, computer, payment, processing or other services to the Bank in connection with the operation of its business;
(b)  credit reference agencies;
(c)  any person to whom the Bank is under an obligation to make disclosure under the requirements of any applicable laws, regulations or judicial process; and
(d)  any actual or proposed participant or sub-participant of the Banking Faculties (or any part thereof).
In the event that such information includes the personal or other data of any third party or individual, the Guarantor confirms and warrants that it has obtained the consent of such third party or individual to the provision of such data to the Bank for such purposes and for disclosure to such persons as referred to in this Clause. The Guarantor will indemnify and hold the Bank harmless from all costs, penalties, damages and other losses incurred as the result of any breach of the terms of this Clause.
 
 
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12.  Assignment
12.1  The Guarantor may not assign or transfer any of its rights or obligations of the Guarantor hereunder.    The Bank may assign any of its rights hereunder to a person in whose favour it has made an assignment of all or any of the Banking Facilities.
12.2  Without prejudice to the foregoing and any right of assignment enjoyed by the Bank under any applicable law or any other documents, the Bank may, without the Guarantor’s consent, assign any and/or all of its rights and obligations hereunder to any HSBC Group member(s) that are/is more than 50% owned or controlled by HSBC Group or to any branch or sub-branch of the Bank.
13.  Communications
Any notice, demand or other communication under this Guarantee shall be in writing addressed to the Guarantor at the last address registered with the Bank and addressed to the Bank at its office specified in the Schedule or such other address as the Bank may notify to the Guarantor for this purpose and may be delivered personally, by leaving it at such address, by post, facsimile transmission or telex and shall be deemed to have been delivered to the Guarantor at the time of personal delivery or on leaving it at such address or on the second day following the day of posting or on the day of dispatch, if sent by facsimile transmission or telex, and to the Bank on the day of actual receipt.
14.  Severability
Each of the provisions of this Guarantee is severable and distinct from the others and, if one or more of such provisions is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected in any way.
15.  Governing Law and Jurisdiction
15.1  The Guarantee is governed by and shall be construed in accordance with the laws of the PRC.
15.2  The Guarantor submits to the jurisdiction of the court at the place of the principal office of the Bank.   Nothing in this Clause 15.2 limits the right of the Bank to bring proceedings against the Guarantor in connection with this Guarantee in any other court of any competent jurisdiction.
16.  Execution
This Guarantee has been entered into by the Guarantor on                             .
 
 
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Address of Bank’s Office (for the purpose of Clause 13 only)
HSBC Bank (China) Company Limited

Details of Customer
 
Name
Ever-Glory International Group Apparel Inc.
 
 
Address
509 Chengxin Road, Jiangning Development Zone,
Nanjing, Jiangsu Province,
Peoples Republic of China 
 
Details of Guarantor
Name: Yihua Kang
Identification Document Type and Number:
Address: Xuanwuwei Street 16-102 Nanjing
 
Subject to the definition of Maximum Liability in this Guarantee, the specific amount of the Maximum Liabilities* is: $ 6,600,000

 
Minimum Guaranteed Term**:   36   months from the date of this Guarantee.
 
 
Executed by the Guarantors:
Signature of Guarantor
/s/  Yihua Kang

Full Name (in Block Letters)
Yihua Kang
Address
Xuanwuwei Street 16-102 Nanjing
Identification Document Type and Number:
 
 
 

*  The Maximum Liabilities shall at least include the principal, any expected interest, default interest, fees and other charges.
 
**  The Minimum Guaranteed Term shall cover at least the last repayment date under any existing and proposed facility.
 
 
5

Exhibit 10.3
 
(PRC-law-governed Version)

To:   HSBC Bank (China) Company Limited,           Nanjing      Branch

GUARANTEE BY AN INDIVIDUAL

1.  Definitions
Bank ” means HSBC Bank (China) Company Limited,    Nanjing  Branch and its successors and assignees;
Banking Facilities ” means such facilities as the Bank may make or continue to make available to the Customer;
Customer ” means the person whose name and address are specified in the Schedule;
Default Interest ” means interest at such rate as the Bank may specify, compounded monthly if not paid on the dates specified by the Bank;
Exchange Ra te” means the rate for converting one currency into another currency which the Bank determines to be prevailing in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding on the Guarantor;
Guaranteed Moneys ” means (i) all principal in any currency owing by the Customer to the Bank at any time during the Guaranteed Period, actually or contingently, in any capacity, alone or jointly with any other person, (ii) interest on such principal (both before and after any demand or judgment), to the date on which  the Bank receives payment, at the rates payable by the Customer or which would have been payable but for any circumstance which restricts payment, (iii) other amount owing by the Customer to the Bank under or in relation to the Banking Facilities and (iv) expenses of the Bank in enforcing this Guarantee on a full indemnity basis;
Guaranteed Period ” means the period commencing from the date of this Guarantee and ending on the date falling one calendar month after receipt by the Bank of the termination notice referred to in Clause 3.1;
Guarantor ” means the person whose name and address are specified in  the Schedule and any executor, personal representative or other lawful successor of such person;
Maximum Liability ” means the sum specified in the Schedule plus Default Interest on that sum or part thereof (to the extent that it is not paid by the Guarantor on demand by the Bank) and expenses of the Bank in enforcing this Guarantee on a full indemnity basis; where a liability for Guaranteed Moneys is incurred in a currency different from the currency in which the Maximum Liability is stated  and the equivalent of that liability in the currency in which the Maximum Liability is stated, calculated at the then applicable Exchange Rate upon determination of the liability, has increased since it was incurred, that increase shall be added to the Maximum Liability;
person ” includes an individual, firm, company, corporation and an unincorporated body of persons; and
PRC ” means the People’s Republic of China, for the purpose of this Guarantee, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.
2.  Guarantee
2.1  In consideration of the Banking Facilities, the Guarantor guarantees to pay the Guaranteed Moneys to the Bank on demand provided that the aggregate amount paid by the Guarantor under this Guarantee shall in no case exceed the Maximum Liability.
2.2  The Guarantor shall pay Default Interest (to the extent that it is not paid by the Customer) on the Guaranteed Moneys from the date of demand by the Bank on the Guarantor until the Bank receives payment of the whole of the Guaranteed Moneys (both before and after any demand or judgment or any circumstance which restricts payment by the Customer).
2.3  A certificate of balance signed by any duly authorised officer of  the Bank shall be conclusive evidence against the Guarantor of the amount of the Guaranteed Moneys owing at any time.
2.4  The Bank shall be entitled to retain the benefit of this Guarantee as against the Guarantor and any security it has in respect of the Guaranteed Moneys for such period as the Bank may certify to the Guarantor to be appropriate in order to protect the interests of the Bank in respect of the Guaranteed Moneys.
 
 
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3.  Continuing and Additional Security
3.1  This Guarantee is a continuing security and shall secure the whole of the Guaranteed Moneys until one calendar month after receipt by the Bank of notice in writing by the Guarantor to terminate it.   Nevertheless and despite the giving of such notice, this Guarantee shall continue to apply to the Guaranteed Moneys in respect of which the Customer is or becomes actually or contingently liable up to such termination (together with the interest and other amount payable in relation to such Guaranteed Moneys after the termination) and the Guarantor guarantees to pay such Guaranteed Moneys (together with the interest and other amount payable in relation to such Guaranteed Moneys after the termination) to the Bank on demand whether that demand is made before, at the time of or after such termination.
3.2  The termination notice referred to in Clause 3.1 above shall not be served within the Minimum Guaranteed Term set out in the Schedule hereof.
3.3  This Guarantee is in addition to any other guarantee, mortgage, pledge or other security held by the Bank and shall not be affected by and may be enforced despite the existence of or any waiver by the Bank regarding such guarantee, mortgage, pledge or other security. CDT-SEC-014  (300907) The Bank shall not be obliged to enforce any other security before enforcing the guarantee hereunder.
4.  Customer’s Account
The Bank may, at any time and despite the termination of this Guarantee, continue any existing account and open any new account in the name of the Customer and no subsequent transactions, receipts or payments involving such new accounts shall affect the liability of the Guarantor.
5.  Payments
5.1  Payments by the Guarantor shall be made to the Bank as specified by the Bank without  any set-off, counterclaim, withholding or condition of any kind except that, if the Guarantor is compelled by law to make such withholding, the sum payable by the Guarantor shall be increased so that the amount actually received by the  Bank is the amount it would have received if there had been no withholding.
5.2  Payment by the Guarantor to the Bank shall be in the currency of  the relevant liability or, if the Bank so agrees in writing, in a different currency, in which case the conversion to that different currency shall be made at the Exchange Rate.
5.3  No payment to the Bank under this Guarantee pursuant to any judgment, court order or otherwise shall discharge the obligation of the Guarantor in respect of which it was made unless and until payment in full has been received in the currency in which it is payable under this Guarantee and, to the extent that the amount of any such payment shall, on actual conversion into such currency, at  the Exchange Rate, fall short of the amount of the obligation, expressed in that currency, the Guarantor shall be liable for the shortfall.
5.4  Any moneys paid to the Bank in respect of the Guaranteed Moneys may be applied in or towards satisfaction of the same or placed to the credit of such account as the Bank may determine with a view to preserving its rights to prove for the whole of the Guaranteed Moneys.
5.5  If any moneys paid to the Bank in respect of the Guaranteed Moneys are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Guarantee as if such moneys had not been paid.
6.  Set-off
The Bank may, at any time and without notice, apply any credit balance to which the Guarantor is entitled on any account with the Bank in or towards satisfaction of the Guaranteed Moneys.   For this purpose,  the Bank is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the moneys standing to the credit of such account.
7.  Waiver of Defense
The Guarantor hereby consents and agrees to each of the following, and agrees that the Guarantor’s obligations under this Guarantee shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any statutory or other rights (including without limitation rights to notice) which the Guarantor might otherwise have as a result of or in connection with any of the following:
 
 
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(a)  any amendment to or variation of the terms of the Banking Facilities;
(b)  any adjustment, indulgence, forbearance or compromise that might be granted or given by the Bank to the Customer, the Guarantor or any other party liable for payment of any or all of the Guaranteed Moneys;
(c)  any release, exchange, subordination or loss  of any guarantee or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Moneys;
(d)  the failure of the Bank or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling of all or any part of any security;
(e)  the reorganization, merger or consolidation of the Customer into or with any other person; or any other action or omission to act which but for this provision would discharge the Guarantor from any part of its liability under this Guarantee.
8.  Guarantor as Principal Debtor
The liability of the Guarantor under this Guarantee shall not be discharged or otherwise affected by reason of the Bank entering into any agreement or arrangement with the Customer or any other person or by reason of any legal limitation, disability or incapacity or any other act, omission or circumstance which, but for this provision, would discharge the Guarantor to any extent.    Any Guaranteed Moneys which may not be recoverable from the Customer for any such reason shall be recoverable by the Bank from the Guarantor as principal debtor by way of indemnity, on demand, together with Default Interest thereon in accordance with Clause 2.2.
9.  Subordination
9.1  The Guarantor shall not, until the whole of the Guaranteed Moneys have been received by the Bank, exercise its rights of subrogation, indemnity, set-off or counterclaim against  the Customer or its rights to participate  in any security the Bank has in respect of the Guaranteed Moneys or, unless required by the Bank to do so, to prove in the bankruptcy or liquidation of the Customer. The CDT-SEC-014  (081106) Guarantor shall hold any amount recovered, as a result of the exercise of any of such rights, on trust for the Bank and shall pay the same to the Bank immediately on receipt.
9.2  The Guarantor has not taken any security from the Customer and agrees not to do so until the Bank has received the whole of the Guaranteed Moneys. Any security taken by the Guarantor in breach of this provision shall be held in trust for the Bank as security for the Guaranteed Moneys and all moneys at any time received in respect thereof shall be paid to the Bank immediately on receipt.
10.  No Waiver
No failure to exercise, nor any delay in exercising, any of the rights or remedies under this Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
11.  Consent
The Guarantor agrees that the Bank may, for such purposes as the Bank may consider reasonably appropriate, disclose and/or obtain information concerning the Guarantor (including details of and relating to all or any transactions or dealings between the Guarantor and the Bank) to or from:
(a)  any agent, contractor or third party service provider (whether  situated within or outside the PRC) which provides administrative, telecommunications, computer, payment, processing or other services to the Bank in connection with the operation of its business;
(b)  credit reference agencies;
(c)  any person to whom the Bank is under an obligation to make disclosure under the requirements of any applicable laws, regulations or judicial process; and
(d)  any actual or proposed participant or sub-participant of the Banking Faculties (or any part thereof).
In the event that such information includes the personal or other data of any third party or individual, the Guarantor confirms and warrants that it has obtained the consent of such third party or individual to the provision of such data to the Bank for such purposes and for disclosure to such persons as referred to in this Clause. The Guarantor will indemnify and hold the Bank harmless from all costs, penalties, damages and other losses incurred as the result of any breach of the terms of this Clause.
 
 
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12.  Assignment
12.1  The Guarantor may not assign or transfer any of its rights or obligations of the Guarantor hereunder.    The Bank may assign any of its rights hereunder to a person in whose favour it has made an assignment of all or any of the Banking Facilities.
12.2  Without prejudice to the foregoing and any right of assignment enjoyed by the Bank under any applicable law or any other documents, the Bank may, without the Guarantor’s consent, assign any and/or all of its rights and obligations hereunder to any HSBC Group member(s) that are/is more than 50% owned or controlled by HSBC Group or to any branch or sub-branch of the Bank.
13.  Communications
Any notice, demand or other communication under this Guarantee shall be in writing addressed to the Guarantor at the last address registered with the Bank and addressed to the Bank at its office specified in the Schedule or such other address as the Bank may notify to the Guarantor for this purpose and may be delivered personally, by leaving it at such address, by post, facsimile transmission or telex and shall be deemed to have been delivered to the Guarantor at the time of personal delivery or on leaving it at such address or on the second day following the day of posting or on the day of dispatch, if sent by facsimile transmission or telex, and to the Bank on the day of actual receipt.
14.  Severability
Each of the provisions of this Guarantee is severable and distinct from the others and, if one or more of such provisions is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected in any way.
15.  Governing Law and Jurisdiction
15.1  The Guarantee is governed by and shall be construed in accordance with the laws of the PRC.
15.2  The Guarantor submits to the jurisdiction of the court at the place of the principal office of the Bank.   Nothing in this Clause 15.2 limits the right of the Bank to bring proceedings against the Guarantor in connection with this Guarantee in any other court of any competent jurisdiction.
16.  Execution
This Guarantee has been entered into by the Guarantor on                             .
 
 
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Address of Bank’s Office (for the purpose of Clause 13 only)
HSBC Bank (China) Company Limited

Details of Customer
 
 
Name
Perfect Dream Ltd.
 
 
Address
akasa Bldg, 24 De Castro St. Wickhams Cay 1, ROrad Town, Totola BVI
 
 
 
Details of Guarantor
Name: Yihua Kang
Identification Document Type and Number:
Address: Xuanwuwei Street 16-102 Nanjing
 
Subject to the definition of Maximum Liability in this Guarantee, the specific amount of the Maximum Liabilities* is:  $ 1,100,000
 
Minimum Guaranteed Term**:   36   months from the date of this Guarantee.
 
 
Executed by the Guarantors:
Signature of Guarantor
/s/  Yihua Kang

Full Name (in Block Letters)
Yihua Kang
Address
Xuanwuwei Street 16-102 Nanjing
Identification Document Type and Number:

 
 

* The Maximum Liabilities shall at least include the principal, any expected interest, default interest, fees and other charges.
 
** The Minimum Guaranteed Term shall cover at least the last repayment date under any existing and proposed facility.
 
 
5

 
Exhibit 10.4
 
To:    HSBC Bank (China) Company Limited
 
GUARANTEE (Limited Amount)

1.
Definitions
"Bank" means HSBC Bank (China) Company Limited or any person who is entitled at any future date to exercise all or any of the Bank's rights under this Guarantee;
"Banking Facilities" means such facilities as the Bank may make or continue to make available to the Customer or to any other person at the request of the Customer at any branch or office of the Bank and whether now or in the future;
"Customer" means all or any one or more persons whose names and addresses are specified in the Schedule;
" Default Interest Rate " means the rate specified as such in the schedule ;
" Default Interest " means interest to be collected by the Bank against the Guarantor in respect of any overdue and unpaid amount hereunder at such rate as specified in the Schedule of Default Interest Rate, compounded monthly if not paid on the dates specified by the Bank;
"Exchange Rate" means the rate for converting one currency into another currency which the Bank determines to be prevailing in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding on the Guarantor;
"Guaranteed Monies" means (i) all monies and liabilities in any currency whenever and however incurred, whether with or without the Guarantor's knowledge or consent and owing by the Customer to the Bank at any branch or office at any time, whether separately or jointly with any other person, actually or contingently whether presently or in future in any capacity including as principal or as surety; (ii) interest on such monies (both before and after any demand or judgment), to the date on which the Bank receives payment, at the rates payable by the Customer or which would have been payable but for any circumstance which restricts or prohibits payment; (iii) any amount due under the indemnity in Clauses 9 and 16.03 below; and (iv) all expenses and fees incurred or charged by the Bank in enforcing this Guarantee on a full indemnity basis;
"Guarantor" means all or any persons whose names and addresses are specified in the Schedule together with their executors, administrators, successors and assigns;
"Maximum Liability" means (i) the Specified Sum; (ii) Default Interest on that sum; and (iii) expenses of the Bank in enforcing this Guarantee on a full indemnity basis; where a liability for Guaranteed Monies is incurred in a currency different from the currency in which the Maximum Liability is stated and the equivalent of that liability in the currency in which the Maximum Liability is stated, calculated at the Exchange Rate, has increased since it was incurred, that increase shall be added to the Maximum Liability;
"person" includes an individual, firm, company, corporation and an unincorporated body of persons;
"Process Agent" means the person, if any, whose name and Hong Kong address are specified in the Schedule;
"Specified Sum" means the sum specified as such in the Schedule; and

2.
Interpretation
 
2.01
Where there are two or more persons comprised in the expression "the Customer" the Guaranteed Monies shall include all monies and liabilities due owing or incurred to the Bank by such persons whether solely or jointly with one or more of the others or any other person(s) and the expression "the Customer" will be construed accordingly.
 
2.02
Where the persons comprised in the expression "the Customer" are carrying on business in partnership under a firm name or are trustees of a trust the Guaranteed Monies (notwithstanding any change in the composition of that partnership) shall include the monies and liabilities which shall at any time be due owing or incurred to the Bank by the person(s) from time to time carrying on the partnership business under that name or under any name in succession thereto and includes those due from all persons from time to time being trustees of that trust and the expression "the Customer" shall be construed accordingly.
 
2.03
Where there are two or more persons comprised in the expression "the Guarantor" the obligations of each such person as Guarantor under this Guarantee shall be joint and several.

3.
Guarantee
 
3.01
In consideration of the Banking Facilities, the Guarantor guarantees to pay the Guaranteed Monies to the Bank on demand.
 
3.02
The liability of the Guarantor under this Guarantee shall not exceed the Maximum Liability.
 
3.03
The Guarantor shall, subject to Clause 3.02, pay Default Interest (to the extent that it is not paid by the Customer) on the Guaranteed Monies from the date of demand by the Bank on the Guarantor until the Bank receives payment of the whole of the Guaranteed Monies (both before and after any demand or judgment or any circumstances which restrict payment by the Customer).
 
3.04
A certificate of balance signed by any duly authorised officer of the Bank shall be conclusive evidence against the Guarantor of the amount of the Guaranteed Monies owing at any time.
 
3.05
The Bank shall be entitled to retain this Guarantee and any security it has in respect of the Guaranteed Monies until it is satisfied that any repayment of the Guaranteed Monies will not be avoided whether as a preference or otherwise.

4.
Continuing and Additional Security
 
4.01
This Guarantee is a continuing security and shall secure the whole of the Guaranteed Monies until one calendar month after receipt by the Bank of notice in writing by the Guarantor or a liquidator, receiver or personal representative of the Guarantor (in the event of the death of the Guarantor) to terminate it.  In the case of the Guarantor's death, this Guarantee shall remain binding as a continuing guarantee on that Guarantor's heirs, executors, successors or administrators until the expiry of notice given in accordance with this Clause.  Nevertheless and despite the giving of such notice, this Guarantee shall continue to apply to the Guaranteed Monies in respect of which the Customer is or becomes actually or contingently liable up to such termination and the Guarantor guarantees to pay such Guaranteed Monies to the Bank on demand whether that demand is made before, at the time of or after such termination.
 
4.02
Where there is more than one person comprised in the expression the "Guarantor", any notice under Clause 4.01 above may be given by any one of the persons comprising the Guarantor.  The Bank will treat any such notice as terminating that Guarantor's liability to the extent provided in Clause 4.01 without affecting or terminating the obligations or liability of any other person comprising the Guarantor and this Guarantee shall continue to bind those persons as a continuing guarantee.
 
4.03
This Guarantee is in addition to, shall not be affected by and may be enforced despite the existence of any other guarantee or security held by the Bank.
 
4.04
Where there is more than one person comprised in the expression "the Guarantor", if for any reason this Guarantee is not or ceases to be binding on any Guarantor, it shall subject to Clause 3.01 remain binding as a continuing security on the remaining person(s) comprising the Guarantor.
 
 
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4.05
The obligations of the Guarantor under this Guarantee shall not be affected by any of the following:
 
(i)
any part payment of the Guaranteed Monies by the Customer or any other person;
 
(ii)
any change in the name or constitution of the Customer, the Guarantor or the Bank;
 
(iii)
any merger, amalgamation, reconstruction or reorganisation affecting the Customer, the Guarantor or the Bank;
 
(iv)
the death, mental incapacity, bankruptcy, insolvency, liquidation or administration of the Customer or the Guarantor; and
 
(v)
any other act, omission, event or circumstance which but for this provision would discharge any Guarantor from liability under this Guarantee.

5.
Customer's Accounts
 
The Bank may, at any time and despite the termination of this Guarantee, continue any existing account and open any new account in the name of the Customer and no subsequent transactions, receipts or payments involving such new accounts shall affect the liability of the Guarantor.

6.
Payments
 
 
6.01
Payments by the Guarantor shall be made to the Bank as specified by the Bank without any set-off, counterclaim, withholding or condition of any kind except that, if the Guarantor is compelled by law to make such withholding, the sum payable by the Guarantor shall be increased so that the amount actually received by the Bank is the amount it would have received if there had been no withholding.
 
6.02
Payment by the Guarantor to the Bank shall be in the currency of the relevant liability or, if the Bank so agrees in writing, in a different currency, in which case the conversion to that different currency shall be made at the Exchange Rate.  The Bank shall not be liable to the Guarantor for any loss resulting from any fluctuation in the Exchange Rate.
 
6.03
No payment to the Bank under this Guarantee pursuant to any judgment, court order or otherwise shall discharge the obligation of the Guarantor in respect of which it was made unless and until payment in full has been received in the currency in which it is payable under this Guarantee and, to the extent that the amount of any such payment shall, on actual conversion into such currency, at the Exchange Rate, fall short of the amount of the obligation, expressed in that currency, the Guarantor shall be liable for the shortfall.
 
6.04
Any monies paid to the Bank in respect of the Guaranteed Monies may be applied in or towards satisfaction of the same in such manner as determined by the Bank or placed to the credit of such account (including a suspense or impersonal account) and for so long as the Bank may determine pending the application from time to time of such monies in or towards the discharge of the Guaranteed Monies.
 
6.05
If any monies paid to the Bank in respect of the Guaranteed Monies are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Guarantee as if such monies had not been paid.

7.
Set-off
The Bank may, at any time and without notice, apply any credit balance to which the Guarantor is entitled on any account with the Bank in or towards satisfaction of the Guaranteed Monies.  For this purpose, the Bank is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the monies standing to the credit of such account.

8.
Lien
The Bank is authorised to exercise a lien over all property of the Guarantor coming into the possession or control of the Bank, for custody or any other reason and whether or not in the ordinary course of banking business, with power for the Bank to sell such property to satisfy the Guaranteed Monies.

9.
Guarantor as Principal Debtor
As a separate obligation, the Guarantor shall be liable as a principal debtor including, but not limited to, where any liability or obligation of the Customer for any of the Guaranteed Monies is or becomes unlawful, irrecoverable, invalid or unenforceable for any reason including by reason of any legal limitation, disability or incapacity or any other act, omission or circumstance which, but for this provision, would discharge the Guarantor to any extent.  Any Guaranteed Monies which may not be recoverable from the Customer for any reason whatsoever shall be recoverable by the Bank from the Guarantor as principal debtor by way of indemnity under this separate obligation, on demand, together with Default Interest thereon in accordance with Clause 3.03 above.

10.
Variation of Terms and Release of Security
The Bank may at any time and without affecting or discharging this Guarantee or the obligations of the Guarantor:
 
 
(i)
extend, increase, renew, replace or otherwise vary any of the Banking Facilities;
 
(ii)
vary, exchange, abstain from perfecting or release any other security or guarantee held or to be held by the Bank as security for the Guaranteed Monies;
 
(iii)
give time for payment or accept any composition from and make any arrangement with the Customer or any other person;
 
(iv)
release any Guarantor from that Guarantor's obligation under this Guarantee or otherwise and give any time for payment, accept any composition from or make any arrangement with any Guarantor;
 
(v)
make demand under this Guarantee and enforce all or any of the Guarantor's obligation under this Guarantee without having enforced or sought to enforce any rights or remedies which the Bank may have in respect of the Guaranteed Monies against the Customer, any other surety or in relation to any other security; or
 
(vi)
do or omit to do any thing which but for this provision would discharge any Guarantor from liability under this Guarantee.

11.
Guarantor as Trustee
 
11.01
The Guarantor shall not, until the whole of the Guaranteed Monies have been received by the Bank (and even though the Maximum Liability of the Guarantor may be limited), exercise any right of subrogation, indemnity, set-off or counterclaim against the Customer or any other Guarantor or person or any right to participate in any security the Bank has in respect of the Guaranteed Monies or, unless required by the Bank to do so, to prove in the bankruptcy or liquidation of the Customer or any other Guarantor.  The Guarantor shall hold any amount recovered, as a result of the exercise of any of such right, on trust for the Bank and shall pay the same to the Bank immediately on receipt.
 
11.02
The Guarantor has not taken any security from the Customer or any other Guarantor and agrees not to do so until the Bank has received the whole of the Guaranteed Monies.  Any security taken by the Guarantor in breach of this provision shall be held in trust for the Bank as security for the Guaranteed Monies and all monies at any time received in respect thereof shall be paid to the Bank immediately on receipt.

12.   Negligence in Realisations
This Guarantee shall not be affected as security for the Guaranteed Monies by any neglect by the Bank, or by any agent or receiver appointed by the Bank, in connection with the realisation of any other security (whether by way of mortgage guarantee or otherwise) which the Bank may hold now, or at any time in the future, for the Guaranteed Monies.
 
 
Page 2/9

 
13.   No Waiver
No act or omission by the Bank pursuant to this Guarantee shall affect its rights, powers and remedies hereunder or any further or other exercise of such rights, powers or remedies.

14.
Assignment
The Guarantor may not assign or transfer any of its rights or obligations hereunder.  The Bank may assign any of its rights hereunder to a person in whose favour it has made an assignment of all or any of the Banking Facilities.

15.
Communications
Any notice, demand or other communication under this Guarantee shall be in writing addressed to the Guarantor at its registered office address or at the last address registered with the Bank and if addressed to the Bank at its office specified in the Schedule or such other address as the Bank may notify to the Guarantor for this purpose and may be delivered personally, by leaving it at such address, by post, facsimile transmission or telex and shall be deemed to have been delivered to the Guarantor at the time of personal delivery or on leaving it at such address if sent by post at the time it would, in the ordinary course of post, be delivered, if sent by facsimile transmission or telex on the date of despatch, and to the Bank on the day of actual receipt.

16.
Debt Collection and Disclosure of Information
 
16.01
The Bank may employ debt collecting agent(s) to collect any sum due under this Guarantee.
 
16.02
The Guarantor consents to the Bank, for such purposes as the Bank may consider reasonably appropriate, disclosing and/or obtaining information about the Guarantor (including details of all or any transactions or dealings between the Guarantor and the Bank) and this Guarantee, both within and outside People’s Republic of China and its Hong Kong Special Administrative Region, to or from (as the case may be):
(i)  
any agent, contractor or third party service provider which provides services to the Bank in relation to the operation of its business (including without limitation administrative, telecommunications, computer, payment or processing services);
(ii)  
credit reference agencies;
(iii)  
any person to whom the Bank proposes to sell, assign or transfer, or has sold, assigned or transferred, all or any of its rights in relation to this Guarantee or the Banking Facilities;
(iv)  
any company within the HSBC Group, being HSBC Holdings plc and its associated and subsidiary companies from time to time or any of its or their agents; or
(v)  
any other person, if required or permitted by applicable laws, regulations, regulators' or other authorities' guidelines or judicial process to do so.
 
16.03
If any information disclosed by the Guarantor to the Bank includes information of any third party, the Guarantor confirms and warrants that it has obtained the consent of such third party to the provision of such information to the Bank for such purposes and for disclosure to such persons as referred to in Clause 16.02.  The Guarantor agrees to indemnify and hold the Bank harmless from all costs, penalties, damages and other losses incurred as a result of the Guarantor's breach of this Clause 16.03.

17.
Severability
Each of the provisions of this Guarantee is severable and distinct from the others and, if one or more of such provisions is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected in any way.

18.
Governing Law and Jurisdiction
 
18.01
This Guarantee is governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region ("Hong Kong").
 
18.02
The Guarantor submits to the non-exclusive jurisdiction of the Hong Kong courts but this Guarantee may be enforced in the courts of any competent jurisdiction.

19.
Governing Version
This Guarantee is executed in an English version or a Chinese version.  The English version is the governing version and shall prevail whenever there is any discrepancy between the English version and the Chinese version.

20.
Process Agent
If a Process Agent is specified in the Schedule, service of any legal process on the Process Agent shall constitute service on the Guarantor.

21.
Headings
In this Guarantee the headings are for guidance only and shall not affect the meaning of any clause.

22.
Execution
 
IN WITNESS whereof this Guarantee has been executed by the Guarantor as a deed on
 
 
 
Page 3/9

 
 
致: 汇丰银行(中国)有限公司
 
擔保書(設有限額)
 
1.      定義
「銀行」 指汇丰银行(中国)有限公司或於任何未來日期有權行使銀行在本擔保書下的全部或任何權利的人士;
「銀行信貸」 指銀行可能或繼續於銀行的任何分行或辦事處,不論現在或未來,向顧客或應其要求向任何其他人士提供的信貸;
「顧客」 指姓名及地址載列於附件中的全部或任何一名或多名人士;
「逾期利 指载列于附件中的该等利率;
「逾期未付利息」指銀行对于担保人在本 担保书 项下的任何 到期 未付款项按照逾期利率收取的利息,该等利息如未能按銀行規定的日期準時繳付,則須按月計算 复利 ;
「匯率」 指在有關時間將一種貨幣兌換成另一種貨幣時銀行認為是有關外匯市場當時適用的兌換率,以銀行的決定為準並對擔保人有約束力;
「擔保款項」 指(一)顧客於銀行的任何分行或辦事處,在任何時候(不論何時及如何產生、不論擔保人是否知悉或同意)欠負銀行的任何貨幣的全部款項及債項,不論是顧客單獨或與其他人共同、實際或者或有及不論是現時或日後以任何身分(包括以主事人或保證人的身分)欠負;(二)顧客按應付利率或原應支付但礙於任何限制或禁止支付的情況以致未付,而計算至銀行收到還款當日為止(包括作出任何即時還款要求或判決之前或之後)所產生的利息;(三)根據下文第 9 條及第 16.03 條所述的彌償保證的任何到期應付金額;及(四)銀行按全面彌償基準執行本擔保書時所產生或收取的所有開支及費用;
「擔保人」 指姓名及地址載列於附件中的全部或任何人士及其任何執行人、管理人、繼承人及轉讓人;
「最高債務」 指(一)指定金額;(二)該金額的逾期未付利息;及(三)銀行按全面彌償保證基準執行本擔保書所產生的開支;假如擔保款項下任何債項的貨幣與最高債務所列明的貨幣不同,而該債項按匯率計算最高債務所列貨幣的等值金額,自產生以來有所增加,則該增額將加入最高債務內;
「人」 包括個人、商號、公司、法團及不具法人資格的團體;
「接受法律令狀代理人」 指姓名及其香港地址載列於附件中的人士(如有);
「指定金額」 指在附件中指明的金額;及
 
2.      詮釋
 
2.01
假如「顧客」一詞包含兩名或以上人士,擔保款項將包括該等人士欠負銀行或所產生的全部款項及負債,不論是各別或與一名或以上的人士共同欠負及產生,而「顧客」一詞將按此詮釋。
 
2.02
假如「顧客」一詞所包含的人士,為在一家商號名稱下從事合夥業務的人士或為一項信託的信託人,擔保款項(不論該合夥關係的組成是否有任何轉變)將包括在該名稱或其任何替代名稱下從事合夥業務的該(等)人士於任何時候欠負銀行或所產生的款項及負債,亦包括作為該信託的信託人的所有人士不時欠負的款項及負債,而「顧客」一詞亦將按此詮釋。
 
2.03
假如「擔保人」一詞包含兩名或以上人士,作為擔保人的每名人士須共同及個別地承擔本擔保書的責任。
 
3.     擔保
 
3.01
因為銀行信貸的提供,擔保人在此擔保,在銀行提出要求時向銀行支付擔保款項。
 
3.02
擔保人在本擔保書下的債務將不會超過最高債務。
 
3.03
在第 3.02 條的規限下,擔保人須支付自銀行要求擔保人償還擔保款項之日起至銀行收到全部擔保款項為止(包括作出任何即時還款要求或判決之前或後,或發生限制顧客付款情況之前或後) 期間顧客未支付擔保款項的逾期未付利息。
 
3.04
由銀行任何正式授權職員簽署的結欠證明書,可作為擔保人於任何時候欠負的擔保款項金額的一項終局性證據。
 
3.05
銀行有權就擔保款項保存本擔保書及任何就擔保款項提供的保證及抵押品,直至其相信擔保款項的任何還款將不會因被視為不公平的優惠或其他原因而導致無效。
 
4.     持續性及額外保證
 
4.01
本擔保書是一項持續性保證,並作為全部擔保款項的償付保證,直至銀行收到擔保人或擔保人的清盤人、接管人或遺產代理人(如擔保人身故)的書面通知終止本擔保書後一個曆月為止。如擔保人身故,本擔保書將仍然作為一項對擔保人的繼承人、遺囑執行人、繼任人或遺產管理人具約束力的持續擔保,直至根據本條文發出的通知屆滿為止。雖然及儘管已發出該終止通知,本擔保書繼續適用於有關顧客現在或將會欠負的擔保款項(不論是實際或者或有的欠負,直至本擔保書終止,而擔保人保證一經要求即支付擔保款項給銀行,無論該項要求是在本擔保書終止之前、終止之時,或終止之後提出)。
 
4.02
如「擔保人」一詞包含多於一名人士,根據上文第 4.01 條發出的任何通知,可透過組成擔保人的任何一名人士發出。銀行將視任何該等通知為終止該擔保人在第 4.01 條項下的責任,而不會影響或終止組成擔保人的任何其他人士的責任或義務,本擔保書將繼續作為持續擔保並對該等人士具約束力。
 
4.03
雖然銀行持有任何其他擔保或抵押品,但本擔保書屬於額外擔保,不受銀行持有的任何其他擔保或抵押品所影響,並且可以執行。
 
4.04
如「擔保人」一詞包含多於一名人士,而本擔保書因任何原因對任何擔保人不具或停止具約束力,本擔保書將在第 3.01 條規限下仍然作為一項持續保證,並對組成擔保人的其餘人士具約束力。
 
4.05
擔保人在本擔保書下的責任不會因以下任何一項而受到影響:
 
(i)
由顧客或任何其他人士支付部分擔保款項;
 
(ii)
顧客、擔保人或銀行的名稱或組成部分有任何變動;
 
(iii)
影響顧客、擔保人或銀行的任何合併、綜合、重整或重組;
 
(iv)
顧客或擔保人身故、精神失常、破產、無力償債、公司被清盤或被接管;及
 
(v)
任何其他行為、疏忽、事件或情況,以致在沒有本條文的情況下,任何擔保人將獲解除其在本擔保書下的責任。
 
5.      顧客戶口
銀行可以在任何時候以及即使本擔保書已經終止,繼續維持顧客已開立的任何戶口,並可以顧客名義開立任何新戶口。此類新戶口其後涉及的任何交易、收款或付款均不會影響擔保人的債務。
 
6.     付款
 
6.01
擔保人須按銀行規定向銀行作出付款,不得附帶任何種類的任何抵銷、反索、預扣、或條件,但如果擔保人因法律規定必須作出此類預扣,則擔保人的應付款額將會增加,以使銀行實際收到的款額相等於其在沒有預扣的情況下原應收到的款額。
 
6.02
擔保人向銀行作出的付款,所用貨幣須與有關債務所用的貨幣相同,如果經銀行書面同意,擔保人可用另一種貨幣付款;如使用另一種貨幣付款,須按匯率兌換該種貨幣。銀行將不會就匯率波動導致的損失對擔保人承擔任何責任。
 
6.03
除非及直至銀行按本擔保書規定的貨幣收妥全部應付款項,否則根據任何判決、法庭命令或其他原因向銀行支付本擔保書規定的任何款項均不能解除擔保人的付款責任,而在支付任何此類付款時,因按照匯率兌換該項責任所規定的貨幣款額出現缺額時,擔保人須負責補回缺額。
 
6.04
就擔保款項付給銀行的任何款額,可以按銀行認為適用或滿意的方式來清償擔保款項,或存入銀行認為合適的戶口(包括暫記戶口或非人名戶口)的貸方,存放時間由銀行決定,以待銀行不時動用該等存款來抵銷擔保款項。
 
6.05
就擔保款項付給銀行的任何款額,如因法律規定(關乎無償債能力、破產、清盤)或任何其他原因而須退還,銀行有權執行本擔保書,猶如此款額從未支付給銀行一樣。
 
 
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7.      抵銷
銀行可以在任何時候及毋須發出通知的情況下動用擔保人在銀行的任何戶口內的貸方結存清償擔保款項。為此,銀行獲授權動用此戶口貸方內的款項,按照匯率購買其他外幣(如有需要),以清償擔保款項。
 
8.      留置權
無論是為保管或任何其他原因,以及無論是否銀行業務的正常過程,銀行或會管有或控制擔保人的財產。銀行在此獲授權對該等財產施加留置權,並有權出售該等財產以清償擔保款項。
 
9.      擔保人作為主要債務人
作為一項獨立的責任,擔保人將以主要債務人身分承擔責任,包括但不限於倘顧客就任何擔保款項承擔的任何債務或責任,因任何原因屬於或成為不合法、無法收回、無效或不可依法執行,包括因任何法定限制、喪失資格或能力、或任何其他行為、疏忽或情況,如無本條文,則擔保人的責任(或任何部分)將被解除。因任何原因而可能無法向顧客收回的任何擔保款項,將由銀行透過根據本獨立責任下的彌償保證提出要求,向作為主要債務人的擔保人收回,並可收取按上文第 3.03 條計算的逾期未付利息。
 
10.   修訂條款及免除擔保
銀行可於任何時候及在不影響或不解除本擔保書或擔保人責任的情況下:
 
(i)
延展、增加、續新、替代或以其他方式修訂任何銀行信貸;
 
(ii)
修訂、交換、放棄執行或免除由銀行持有或將持有作為擔保款項的擔保的任何其他保證或抵押品;
 
(iii)
給予顧客或任何其他人士還款時間,或接納他們的任何債務重整計劃或與他們作出任何安排;
 
(iv)
免除任何擔保人在本擔保書或其他方面的責任,並給予任何擔保人還款時間、接納其債務重整計劃或與其作出任何安排;
 
(v)
根據本擔保書提出要求,並依法執行擔保人在本擔保書下的全部或任何部分責任,而毋須先執行或試圖執行銀行可能就擔保款項對顧客、任何其他保證人或任何其他保證及抵押品所擁有的任何權利或補救方法;或
 
(vi)
作出或遺漏作出任何事情,以致在沒有本條文的情況下,任何擔保人在本擔保書下的責任將被解除。
 
11.   擔保人作為受託人
 
11.01
直至銀行收到整筆擔保款項之前(及即使擔保人的最高債務可能已經設限),擔保人不得對顧客或任何其他擔保人或人士行使代位索償權、彌償權、抵銷權或反索權,或就銀行持有對擔保款項的保證及抵押品行使參與權,或者,除非銀行有此要求,不得在顧客或任何其他擔保人的破產或清盤中提供債權證明。擔保人因行使任何此類權利而收回的任何款項,應以信託形式代銀行保存,並在收到該等款項之後立即交付給銀行。
 
11.02
擔保人沒有收取顧客或任何其他擔保人任何保證及抵押品,並同意不會收取顧客的任何保證及抵押品直至銀行收到整筆擔保款項為止。如擔保人違反本條款而收取任何保證及抵押品,應以信託形式代銀行持有,作為擔保款項的保證,而在任何時候收到與保證及抵押品有關的所有款項,必須在收到之後立即交付給銀行。
 
12.   變現時的疏忽
銀行或銀行指定的任何代理或接管人就擔保款項而於現時或日後任何時候可能持有的任何其他保證及抵押品(不論是否透過按揭、擔保或其他形式)變現時有任何疏忽,均不會影響本擔保書作為擔保款項的保證。
 
13.   無豁免
銀行根據本擔保書作出或不作出的任何行為,均不會影響銀行在本文規定下的權利、權力及補救方法,亦不會影響銀行進一步或以其他方式行使此等權利、權力或補救方法。
 
14.   轉讓
擔保人不可轉讓或出讓其在本文規定的任何權利或責任。銀行可以轉讓其在本文規定下的任何權利給已作為銀行受益人而受讓全部或任何部分銀行信貸的人士。
 
15.   通訊
根據本擔保書發出的任何通知、要求或其他通訊,須按照擔保人的註冊辦事處地址或最後向銀行登記的地址以書面發送給擔保人;如發給銀行,則按附件載明的銀行辦事處或銀行為此目的而通知擔保人的其他地址發給銀行。該等通知可由專人遞送、按地址交付、郵寄、以圖文傳真或電傳發出。如由專人送遞或按地址交付,則於專人送達或交付至該地址之時被視為已向擔保人送達;如透過郵寄,則按正常郵遞過程寄發的時間被視為已送達擔保人;如用圖文傳真或電傳發出,則於發出當日被視為已向擔保人送達及如送交銀行時,則銀行實際收到當日被視為送達時間。
 
16.    追收債項及披露資料
 
16.01
銀行可委託收賬公司收取本擔保書項下的任何到期欠款。
 
16.02
擔保人向銀行表示同意,就銀行可能認為是合理適當的目的,在 中华人民共和国及其 香港特別行政區境內或境外,向或由以下人士(視乎情況而定)披露及/或取得有關擔保人(包括擔保人與銀行之間的所有或任何交易或買賣的詳情)及本擔保書的資料:
 
(i)
任何代理、承包商或第三方服務供應者,他們向銀行提供有關業務營運的服務(包括但不限於行政、電訊、電腦、付款或加工服務);
 
(ii)
信貸資料庫;
 
(iii)
銀行建議向其出售、轉讓或出讓或已向其出售、轉讓或出讓與本擔保書或銀行信貸有關的所有或任何權利的人士;
 
(iv)
滙豐集團旗下的任何公司,即滙豐控股有限公司及其不時的聯營公司及附屬公司或其任何代理;或
 
(v)
任何其他人士,如適用的法律、規例、監管者或其他政府部門的指引或司法程序要求或容許他們這樣做。
 
16.03
如擔保人向銀行披露的任何資料包括任何第三方的資料,擔保人確認及保證已取得該第三方同意,是為向第 16.02 條所指的該等人士及所述目的而向銀行提供該等資料。擔保人同意向銀行作出彌償保證,因擔保人違反本第 16.03 條而產生的所有費用、刑罰、損害及其他損失。
 
17.   可分割性
本擔保書的每一條款是獨立並可分割;如果有一條或多條條款成為不合法、無效或無法執行,其餘條款不會因此而受影響。
 
18.   管轄法律及管轄權
18.01       本擔保書受香港特別行政區(「香港」)法律管轄並按香港法律詮釋。
18.02          擔保人服從香港法院的非專屬性司法管轄權,但本擔保書可以由任何具有司法管轄權的主管法庭執行。
 
19.   擔保書正本
擔保人可簽署本擔保書的英文本或中文本。英文本為正本,中英文本如有歧異,概以英文本為準。
 
20.   接受法律令狀代理人
如附件中載明一位接受法律令狀代理人,則向該代理人送交任何法律訴訟令狀,將構成對擔保人送達該法律令狀。
 
21.   標題
於本擔保書內的標題僅供參考,並不影響任何條文的涵義。
 
22.   簽署
 
茲見證本擔保書已於
 
經擔保人簽署成為一項契約。


 
Page 5/9

 
Schedule 附件
Details of Customer 顧客資料
 
1.
Name (in Block Letters) 姓名(以英文正楷填寫): Ever-Glory International Group Apparel Inc. 江苏华瑞服装有限公司
*Address 地址:
2.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
3.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
4.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
 
Details of Guarantor 擔保人資料
 
1.
Name (in Block Letters) 姓名(以英文正楷填寫): Ever-Glory International Group Inc.
*Address 地址:
Identification Document Type and Number 身分證明文件種類及 號碼
Name of Process Agent 接受法律令狀代理人姓名:
*Address of Process Agent 接受法律令狀代理人地址:                                                                                                                 , the # HKSAR 香港特別行政區
2.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
Identification Document Type and Number 身分證明文件種類及 號碼
Name of Process Agent 接受法律令狀代理人姓名:
*Address of Process Agent 接受法律令狀代理人地址:                                                                                                                 , the # HKSAR 香港特別行政區
3.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
Identification Document Type and Number 身分證明文件種類及 號碼
Name of Process Agent 接受法律令狀代理人姓名:
*Address of Process Agent 接受法律令狀代理人地址:                                                                                                                 , the # HKSAR 香港特別行政區
4.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
Identification Document Type and Number 身分證明文件種類及 號碼
Name of Process Agent 接受法律令狀代理人姓名:
*Address of Process Agent 接受法律令狀代理人地址:                                                                                                                 , the # HKSAR 香港特別行政區
 
Specified Sum (in relation to the definition of Maximum Liability) 指定款額 (與最高債務的定義有關 )
 
Amount   金額:USD6,600,000.00
 
Default Interest Rate (in relation to the overdue and unpaid amount of the Guarantors hereunder ) 逾期利率(與担保人在本担保书下的逾期未付款项有关)
 
[the rate to be provided here can be different from that against the Borrower under the Facility Offer Letter esp. when the denominated currency of Maximum Liability is different from that of the guaranteed money. 本栏规定的逾期利率可以有别于授信函项下针对借款人的逾期利率,在最高债务币种不同于担保款项币种的情况下尤其如此 ]
 
Address of Bank's Office (for the purpose of Clause 15 only) 銀行辦事處地址 (見第十五條條款 )
 
 
Execution by Individual 個人簽署
 
Signed, Sealed and Delivered by the Guarantor   擔保人在此簽署、蓋章及交付:                      Witnessed by 見證人:
 
Signature of Guarantor 擔保人簽署                                
  1    
 
 
L.S.    
 
 
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼

Signature of Guarantor 擔保人簽署  
2    
 
 
 
L.S.    
 
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
 
 
Page 6/9

 
 
*P O Box is not acceptable.   此欄不可填寫郵政信箱。                                                                                                  # HKSAR - Hong Kong Special Administrative Region
 
GUARANTEE (Limited Amount)   擔保書(設有限額)
Signature of Guarantor 擔保人簽署  
3    
 
 
  L.S.    
 
 
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼

Signature of Guarantor 擔保人簽署  
4    
 
  L.S .    
 
 
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
 
Execution by Limited Company 有限公司簽署
 
Executed under the Seal of the Guarantor in the presence of the following Director(s) and/or Secretary 在下列董事及/或秘書前蓋上擔保人公章或公司印章:
 
Name of Guarantor   擔保人名稱:
Signature of Director/Secretary 董事/秘書簽署
/s/ Yihua Kang
Signature of Director/Secretary 董事/秘書簽署
 
Common/
Corporate Seal
公章/
公司印章
 
Full Name (in Block Letters) 全名(以英文正楷填寫)
Yihua Kang
Full Name (in Block Letters) 全名(以英文正楷填寫)
Address 地址
Xuanwuwei Street 16-102 Nanjing
Address 地址
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
Witnessed by 見證人:
 
Signature of Witness 見證人簽署
/s/Aivin Hu
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Aivin Hu
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
HSBC Nanjing
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
 
Page 7/9

 
 
Name of Guarantor   擔保人名稱:
Signature of Director/Secretary 董事/秘書簽署
Signature of Director/Secretary 董事/秘書簽署
 
Common/
Corporate Seal
公章/
公司印章
 
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Address 地址
Address 地址
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
Witnessed by 見證人:
Signature of Witness 見證人簽署
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼

Name of Guarantor   擔保人名稱:
Signature of Director/Secretary 董事/秘書簽署
Signature of Director/Secretary 董事/秘書簽署
 
Common/
Corporate Seal
公章/
公司印章
 
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Address 地址
Address 地址
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
Witnessed by 見證人:
 
Signature of Witness 見證人簽署
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼

Name of Guarantor   擔保人名稱:
Signature of Director/Secretary 董事/秘書簽署
Signature of Director/Secretary 董事/秘書簽署
 
Common/
Corporate Seal
公章/
公司印章
 
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Address 地址
Address 地址
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
 
 
Page 8/9

 
 
Witnessed by 見證人:
 
Signature of Witness 見證人簽署
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
 
Page  9/9


Exhibit 10.5
To:       HSBC Bank (China) Company Limited
 
GUARANTEE (Limited Amount)

1.
Definitions
"Bank" means HSBC Bank (China) Company Limited or any person who is entitled at any future date to exercise all or any of the Bank's rights under this Guarantee;
"Banking Facilities" means such facilities as the Bank may make or continue to make available to the Customer or to any other person at the request of the Customer at any branch or office of the Bank and whether now or in the future;
"Customer" means all or any one or more persons whose names and addresses are specified in the Schedule;
" Default Interest Rate " means the rate specified as such in the schedule ;
" Default Interest " means interest to be collected by the Bank against the Guarantor in respect of any overdue and unpaid amount hereunder at such rate as specified in the Schedule of Default Interest Rate, compounded monthly if not paid on the dates specified by the Bank;
"Exchange Rate" means the rate for converting one currency into another currency which the Bank determines to be prevailing in the relevant foreign exchange market at the relevant time, such determination to be conclusive and binding on the Guarantor;
"Guaranteed Monies" means (i) all monies and liabilities in any currency whenever and however incurred, whether with or without the Guarantor's knowledge or consent and owing by the Customer to the Bank at any branch or office at any time, whether separately or jointly with any other person, actually or contingently whether presently or in future in any capacity including as principal or as surety; (ii) interest on such monies (both before and after any demand or judgment), to the date on which the Bank receives payment, at the rates payable by the Customer or which would have been payable but for any circumstance which restricts or prohibits payment; (iii) any amount due under the indemnity in Clauses 9 and 16.03 below; and (iv) all expenses and fees incurred or charged by the Bank in enforcing this Guarantee on a full indemnity basis;
"Guarantor" means all or any persons whose names and addresses are specified in the Schedule together with their executors, administrators, successors and assigns;
"Maximum Liability" means (i) the Specified Sum; (ii) Default Interest on that sum; and (iii) expenses of the Bank in enforcing this Guarantee on a full indemnity basis; where a liability for Guaranteed Monies is incurred in a currency different from the currency in which the Maximum Liability is stated and the equivalent of that liability in the currency in which the Maximum Liability is stated, calculated at the Exchange Rate, has increased since it was incurred, that increase shall be added to the Maximum Liability;
"person" includes an individual, firm, company, corporation and an unincorporated body of persons;
"Process Agent" means the person, if any, whose name and Hong Kong address are specified in the Schedule;
"Specified Sum" means the sum specified as such in the Schedule; and

2.
Interpretation
 
2.01
Where there are two or more persons comprised in the expression "the Customer" the Guaranteed Monies shall include all monies and liabilities due owing or incurred to the Bank by such persons whether solely or jointly with one or more of the others or any other person(s) and the expression "the Customer" will be construed accordingly.
 
2.02
Where the persons comprised in the expression "the Customer" are carrying on business in partnership under a firm name or are trustees of a trust the Guaranteed Monies (notwithstanding any change in the composition of that partnership) shall include the monies and liabilities which shall at any time be due owing or incurred to the Bank by the person(s) from time to time carrying on the partnership business under that name or under any name in succession thereto and includes those due from all persons from time to time being trustees of that trust and the expression "the Customer" shall be construed accordingly.
 
2.03
Where there are two or more persons comprised in the expression "the Guarantor" the obligations of each such person as Guarantor under this Guarantee shall be joint and several.

3.
Guarantee
 
3.01
In consideration of the Banking Facilities, the Guarantor guarantees to pay the Guaranteed Monies to the Bank on demand.
 
3.02
The liability of the Guarantor under this Guarantee shall not exceed the Maximum Liability.
 
3.03
The Guarantor shall, subject to Clause 3.02, pay Default Interest (to the extent that it is not paid by the Customer) on the Guaranteed Monies from the date of demand by the Bank on the Guarantor until the Bank receives payment of the whole of the Guaranteed Monies (both before and after any demand or judgment or any circumstances which restrict payment by the Customer).
 
3.04
A certificate of balance signed by any duly authorised officer of the Bank shall be conclusive evidence against the Guarantor of the amount of the Guaranteed Monies owing at any time.
 
3.05
The Bank shall be entitled to retain this Guarantee and any security it has in respect of the Guaranteed Monies until it is satisfied that any repayment of the Guaranteed Monies will not be avoided whether as a preference or otherwise.

4.
Continuing and Additional Security
 
4.01
This Guarantee is a continuing security and shall secure the whole of the Guaranteed Monies until one calendar month after receipt by the Bank of notice in writing by the Guarantor or a liquidator, receiver or personal representative of the Guarantor (in the event of the death of the Guarantor) to terminate it.  In the case of the Guarantor's death, this Guarantee shall remain binding as a continuing guarantee on that Guarantor's heirs, executors, successors or administrators until the expiry of notice given in accordance with this Clause.  Nevertheless and despite the giving of such notice, this Guarantee shall continue to apply to the Guaranteed Monies in respect of which the Customer is or becomes actually or contingently liable up to such termination and the Guarantor guarantees to pay such Guaranteed Monies to the Bank on demand whether that demand is made before, at the time of or after such termination.
 
4.02
Where there is more than one person comprised in the expression the "Guarantor", any notice under Clause 4.01 above may be given by any one of the persons comprising the Guarantor.  The Bank will treat any such notice as terminating that Guarantor's liability to the extent provided in Clause 4.01 without affecting or terminating the obligations or liability of any other person comprising the Guarantor and this Guarantee shall continue to bind those persons as a continuing guarantee.
 
4.03
This Guarantee is in addition to, shall not be affected by and may be enforced despite the existence of any other guarantee or security held by the Bank.
 
4.04
Where there is more than one person comprised in the expression "the Guarantor", if for any reason this Guarantee is not or ceases to be binding on any Guarantor, it shall subject to Clause 3.01 remain binding as a continuing security on the remaining person(s) comprising the Guarantor.
 
 
Page 1/9

 
 
 
4.05
The obligations of the Guarantor under this Guarantee shall not be affected by any of the following:
 
(i)
any part payment of the Guaranteed Monies by the Customer or any other person;
 
(ii)
any change in the name or constitution of the Customer, the Guarantor or the Bank;
 
(iii)
any merger, amalgamation, reconstruction or reorganisation affecting the Customer, the Guarantor or the Bank;
 
(iv)
the death, mental incapacity, bankruptcy, insolvency, liquidation or administration of the Customer or the Guarantor; and
 
(v)
any other act, omission, event or circumstance which but for this provision would discharge any Guarantor from liability under this Guarantee.

5.
Customer's Accounts
The Bank may, at any time and despite the termination of this Guarantee, continue any existing account and open any new account in the name of the Customer and no subsequent transactions, receipts or payments involving such new accounts shall affect the liability of the Guarantor.
 
6.
Payments
 
6.01
Payments by the Guarantor shall be made to the Bank as specified by the Bank without any set-off, counterclaim, withholding or condition of any kind except that, if the Guarantor is compelled by law to make such withholding, the sum payable by the Guarantor shall be increased so that the amount actually received by the Bank is the amount it would have received if there had been no withholding.
 
6.02
Payment by the Guarantor to the Bank shall be in the currency of the relevant liability or, if the Bank so agrees in writing, in a different currency, in which case the conversion to that different currency shall be made at the Exchange Rate.  The Bank shall not be liable to the Guarantor for any loss resulting from any fluctuation in the Exchange Rate.
 
6.03
No payment to the Bank under this Guarantee pursuant to any judgment, court order or otherwise shall discharge the obligation of the Guarantor in respect of which it was made unless and until payment in full has been received in the currency in which it is payable under this Guarantee and, to the extent that the amount of any such payment shall, on actual conversion into such currency, at the Exchange Rate, fall short of the amount of the obligation, expressed in that currency, the Guarantor shall be liable for the shortfall.
 
6.04
Any monies paid to the Bank in respect of the Guaranteed Monies may be applied in or towards satisfaction of the same in such manner as determined by the Bank or placed to the credit of such account (including a suspense or impersonal account) and for so long as the Bank may determine pending the application from time to time of such monies in or towards the discharge of the Guaranteed Monies.
 
6.05
If any monies paid to the Bank in respect of the Guaranteed Monies are required to be repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, the Bank shall be entitled to enforce this Guarantee as if such monies had not been paid.

7.
Set-off
The Bank may, at any time and without notice, apply any credit balance to which the Guarantor is entitled on any account with the Bank in or towards satisfaction of the Guaranteed Monies.  For this purpose, the Bank is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the monies standing to the credit of such account.

8.
Lien
The Bank is authorised to exercise a lien over all property of the Guarantor coming into the possession or control of the Bank, for custody or any other reason and whether or not in the ordinary course of banking business, with power for the Bank to sell such property to satisfy the Guaranteed Monies.

9.
Guarantor as Principal Debtor
As a separate obligation, the Guarantor shall be liable as a principal debtor including, but not limited to, where any liability or obligation of the Customer for any of the Guaranteed Monies is or becomes unlawful, irrecoverable, invalid or unenforceable for any reason including by reason of any legal limitation, disability or incapacity or any other act, omission or circumstance which, but for this provision, would discharge the Guarantor to any extent.  Any Guaranteed Monies which may not be recoverable from the Customer for any reason whatsoever shall be recoverable by the Bank from the Guarantor as principal debtor by way of indemnity under this separate obligation, on demand, together with Default Interest thereon in accordance with Clause 3.03 above.

10.
Variation of Terms and Release of Security
The Bank may at any time and without affecting or discharging this Guarantee or the obligations of the Guarantor:
 
(i)
extend, increase, renew, replace or otherwise vary any of the Banking Facilities;
 
(ii)
vary, exchange, abstain from perfecting or release any other security or guarantee held or to be held by the Bank as security for the Guaranteed Monies;
 
(iii)
give time for payment or accept any composition from and make any arrangement with the Customer or any other person;
 
(iv)
release any Guarantor from that Guarantor's obligation under this Guarantee or otherwise and give any time for payment, accept any composition from or make any arrangement with any Guarantor;
 
(v)
make demand under this Guarantee and enforce all or any of the Guarantor's obligation under this Guarantee without having enforced or sought to enforce any rights or remedies which the Bank may have in respect of the Guaranteed Monies against the Customer, any other surety or in relation to any other security; or
 
(vi)
do or omit to do any thing which but for this provision would discharge any Guarantor from liability under this Guarantee.

11.
Guarantor as Trustee
 
11.01
The Guarantor shall not, until the whole of the Guaranteed Monies have been received by the Bank (and even though the Maximum Liability of the Guarantor may be limited), exercise any right of subrogation, indemnity, set-off or counterclaim against the Customer or any other Guarantor or person or any right to participate in any security the Bank has in respect of the Guaranteed Monies or, unless required by the Bank to do so, to prove in the bankruptcy or liquidation of the Customer or any other Guarantor.  The Guarantor shall hold any amount recovered, as a result of the exercise of any of such right, on trust for the Bank and shall pay the same to the Bank immediately on receipt.
 
11.02
The Guarantor has not taken any security from the Customer or any other Guarantor and agrees not to do so until the Bank has received the whole of the Guaranteed Monies.  Any security taken by the Guarantor in breach of this provision shall be held in trust for the Bank as security for the Guaranteed Monies and all monies at any time received in respect thereof shall be paid to the Bank immediately on receipt.

12.   Negligence in Realisations
This Guarantee shall not be affected as security for the Guaranteed Monies by any neglect by the Bank, or by any agent or receiver appointed by the Bank, in connection with the realisation of any other security (whether by way of mortgage guarantee or otherwise) which the Bank may hold now, or at any time in the future, for the Guaranteed Monies.
 
 
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13.   No Waiver
No act or omission by the Bank pursuant to this Guarantee shall affect its rights, powers and remedies hereunder or any further or other exercise of such rights, powers or remedies.

14.
Assignment
The Guarantor may not assign or transfer any of its rights or obligations hereunder.  The Bank may assign any of its rights hereunder to a person in whose favour it has made an assignment of all or any of the Banking Facilities.

15.
Communications
Any notice, demand or other communication under this Guarantee shall be in writing addressed to the Guarantor at its registered office address or at the last address registered with the Bank and if addressed to the Bank at its office specified in the Schedule or such other address as the Bank may notify to the Guarantor for this purpose and may be delivered personally, by leaving it at such address, by post, facsimile transmission or telex and shall be deemed to have been delivered to the Guarantor at the time of personal delivery or on leaving it at such address if sent by post at the time it would, in the ordinary course of post, be delivered, if sent by facsimile transmission or telex on the date of despatch, and to the Bank on the day of actual receipt.

16.
Debt Collection and Disclosure of Information
 
16.01
The Bank may employ debt collecting agent(s) to collect any sum due under this Guarantee.
 
16.02
The Guarantor consents to the Bank, for such purposes as the Bank may consider reasonably appropriate, disclosing and/or obtaining information about the Guarantor (including details of all or any transactions or dealings between the Guarantor and the Bank) and this Guarantee, both within and outside People’s Republic of China and its Hong Kong Special Administrative Region, to or from (as the case may be):
(i)  
any agent, contractor or third party service provider which provides services to the Bank in relation to the operation of its business (including without limitation administrative, telecommunications, computer, payment or processing services);
(ii)  
credit reference agencies;
(iii)  
any person to whom the Bank proposes to sell, assign or transfer, or has sold, assigned or transferred, all or any of its rights in relation to this Guarantee or the Banking Facilities;
(iv)  
any company within the HSBC Group, being HSBC Holdings plc and its associated and subsidiary companies from time to time or any of its or their agents; or
(v)  
any other person, if required or permitted by applicable laws, regulations, regulators' or other authorities' guidelines or judicial process to do so.
 
16.03
If any information disclosed by the Guarantor to the Bank includes information of any third party, the Guarantor confirms and warrants that it has obtained the consent of such third party to the provision of such information to the Bank for such purposes and for disclosure to such persons as referred to in Clause 16.02.  The Guarantor agrees to indemnify and hold the Bank harmless from all costs, penalties, damages and other losses incurred as a result of the Guarantor's breach of this Clause 16.03.

17.
Severability
Each of the provisions of this Guarantee is severable and distinct from the others and, if one or more of such provisions is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected in any way.

18.
Governing Law and Jurisdiction
 
18.01
This Guarantee is governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region ("Hong Kong").
 
18.02
The Guarantor submits to the non-exclusive jurisdiction of the Hong Kong courts but this Guarantee may be enforced in the courts of any competent jurisdiction.

19.
Governing Version
This Guarantee is executed in an English version or a Chinese version.  The English version is the governing version and shall prevail whenever there is any discrepancy between the English version and the Chinese version.

20.
Process Agent
If a Process Agent is specified in the Schedule, service of any legal process on the Process Agent shall constitute service on the Guarantor.

21.
Headings
In this Guarantee the headings are for guidance only and shall not affect the meaning of any clause.

22.
Execution
 
IN WITNESS whereof this Guarantee has been executed by the Guarantor as a deed on
 
.
 

 
Page 3/9

 

致: 汇丰银行(中国)有限公司
 
擔保書(設有限額)
 
1.      定義
「銀行」 指汇丰银行(中国)有限公司或於任何未來日期有權行使銀行在本擔保書下的全部或任何權利的人士;
「銀行信貸」 指銀行可能或繼續於銀行的任何分行或辦事處,不論現在或未來,向顧客或應其要求向任何其他人士提供的信貸;
「顧客」 指姓名及地址載列於附件中的全部或任何一名或多名人士;
「逾期利 指载列于附件中的该等利率;
「逾期未付利息」指銀行对于担保人在本 担保书 项下的任何 到期 未付款项按照逾期利率收取的利息,该等利息如未能按銀行規定的日期準時繳付,則須按月計算 复利 ;
「匯率」 指在有關時間將一種貨幣兌換成另一種貨幣時銀行認為是有關外匯市場當時適用的兌換率,以銀行的決定為準並對擔保人有約束力;
「擔保款項」 指(一)顧客於銀行的任何分行或辦事處,在任何時候(不論何時及如何產生、不論擔保人是否知悉或同意)欠負銀行的任何貨幣的全部款項及債項,不論是顧客單獨或與其他人共同、實際或者或有及不論是現時或日後以任何身分(包括以主事人或保證人的身分)欠負;(二)顧客按應付利率或原應支付但礙於任何限制或禁止支付的情況以致未付,而計算至銀行收到還款當日為止(包括作出任何即時還款要求或判決之前或之後)所產生的利息;(三)根據下文第 9 條及第 16.03 條所述的彌償保證的任何到期應付金額;及(四)銀行按全面彌償基準執行本擔保書時所產生或收取的所有開支及費用;
「擔保人」 指姓名及地址載列於附件中的全部或任何人士及其任何執行人、管理人、繼承人及轉讓人;
「最高債務」 指(一)指定金額;(二)該金額的逾期未付利息;及(三)銀行按全面彌償保證基準執行本擔保書所產生的開支;假如擔保款項下任何債項的貨幣與最高債務所列明的貨幣不同,而該債項按匯率計算最高債務所列貨幣的等值金額,自產生以來有所增加,則該增額將加入最高債務內;
「人」 包括個人、商號、公司、法團及不具法人資格的團體;
「接受法律令狀代理人」 指姓名及其香港地址載列於附件中的人士(如有);
「指定金額」 指在附件中指明的金額;及
 
2.     詮釋
 
2.01
假如「顧客」一詞包含兩名或以上人士,擔保款項將包括該等人士欠負銀行或所產生的全部款項及負債,不論是各別或與一名或以上的人士共同欠負及產生,而「顧客」一詞將按此詮釋。
 
2.02
假如「顧客」一詞所包含的人士,為在一家商號名稱下從事合夥業務的人士或為一項信託的信託人,擔保款項(不論該合夥關係的組成是否有任何轉變)將包括在該名稱或其任何替代名稱下從事合夥業務的該(等)人士於任何時候欠負銀行或所產生的款項及負債,亦包括作為該信託的信託人的所有人士不時欠負的款項及負債,而「顧客」一詞亦將按此詮釋。
 
2.03
假如「擔保人」一詞包含兩名或以上人士,作為擔保人的每名人士須共同及個別地承擔本擔保書的責任。
 
3.      擔保
 
3.01
因為銀行信貸的提供,擔保人在此擔保,在銀行提出要求時向銀行支付擔保款項。
 
3.02
擔保人在本擔保書下的債務將不會超過最高債務。
 
3.03
在第 3.02 條的規限下,擔保人須支付自銀行要求擔保人償還擔保款項之日起至銀行收到全部擔保款項為止(包括作出任何即時還款要求或判決之前或後,或發生限制顧客付款情況之前或後) 期間顧客未支付擔保款項的逾期未付利息。
 
3.04
由銀行任何正式授權職員簽署的結欠證明書,可作為擔保人於任何時候欠負的擔保款項金額的一項終局性證據。
 
3.05
銀行有權就擔保款項保存本擔保書及任何就擔保款項提供的保證及抵押品,直至其相信擔保款項的任何還款將不會因被視為不公平的優惠或其他原因而導致無效。
 
4.      持續性及額外保證
 
 
4.01
本擔保書是一項持續性保證,並作為全部擔保款項的償付保證,直至銀行收到擔保人或擔保人的清盤人、接管人或遺產代理人(如擔保人身故)的書面通知終止本擔保書後一個曆月為止。如擔保人身故,本擔保書將仍然作為一項對擔保人的繼承人、遺囑執行人、繼任人或遺產管理人具約束力的持續擔保,直至根據本條文發出的通知屆滿為止。雖然及儘管已發出該終止通知,本擔保書繼續適用於有關顧客現在或將會欠負的擔保款項(不論是實際或者或有的欠負,直至本擔保書終止,而擔保人保證一經要求即支付擔保款項給銀行,無論該項要求是在本擔保書終止之前、終止之時,或終止之後提出)。
 
4.02
如「擔保人」一詞包含多於一名人士,根據上文第 4.01 條發出的任何通知,可透過組成擔保人的任何一名人士發出。銀行將視任何該等通知為終止該擔保人在第 4.01 條項下的責任,而不會影響或終止組成擔保人的任何其他人士的責任或義務,本擔保書將繼續作為持續擔保並對該等人士具約束力。
 
4.03
雖然銀行持有任何其他擔保或抵押品,但本擔保書屬於額外擔保,不受銀行持有的任何其他擔保或抵押品所影響,並且可以執行。
 
4.04
如「擔保人」一詞包含多於一名人士,而本擔保書因任何原因對任何擔保人不具或停止具約束力,本擔保書將在第 3.01 條規限下仍然作為一項持續保證,並對組成擔保人的其餘人士具約束力。
 
4.05
擔保人在本擔保書下的責任不會因以下任何一項而受到影響:
 
(i)
由顧客或任何其他人士支付部分擔保款項;
 
(ii)
顧客、擔保人或銀行的名稱或組成部分有任何變動;
 
(iii)
影響顧客、擔保人或銀行的任何合併、綜合、重整或重組;
 
(iv)
顧客或擔保人身故、精神失常、破產、無力償債、公司被清盤或被接管;及
 
(v)
任何其他行為、疏忽、事件或情況,以致在沒有本條文的情況下,任何擔保人將獲解除其在本擔保書下的責任。
 
5.      顧客戶口
銀行可以在任何時候以及即使本擔保書已經終止,繼續維持顧客已開立的任何戶口,並可以顧客名義開立任何新戶口。此類新戶口其後涉及的任何交易、收款或付款均不會影響擔保人的債務。
 
6.      付款
 
6.01
擔保人須按銀行規定向銀行作出付款,不得附帶任何種類的任何抵銷、反索、預扣、或條件,但如果擔保人因法律規定必須作出此類預扣,則擔保人的應付款額將會增加,以使銀行實際收到的款額相等於其在沒有預扣的情況下原應收到的款額。
 
6.02
擔保人向銀行作出的付款,所用貨幣須與有關債務所用的貨幣相同,如果經銀行書面同意,擔保人可用另一種貨幣付款;如使用另一種貨幣付款,須按匯率兌換該種貨幣。銀行將不會就匯率波動導致的損失對擔保人承擔任何責任。
 
6.03
除非及直至銀行按本擔保書規定的貨幣收妥全部應付款項,否則根據任何判決、法庭命令或其他原因向銀行支付本擔保書規定的任何款項均不能解除擔保人的付款責任,而在支付任何此類付款時,因按照匯率兌換該項責任所規定的貨幣款額出現缺額時,擔保人須負責補回缺額。
 
6.04
就擔保款項付給銀行的任何款額,可以按銀行認為適用或滿意的方式來清償擔保款項,或存入銀行認為合適的戶口(包括暫記戶口或非人名戶口)的貸方,存放時間由銀行決定,以待銀行不時動用該等存款來抵銷擔保款項。
 
6.05
就擔保款項付給銀行的任何款額,如因法律規定(關乎無償債能力、破產、清盤)或任何其他原因而須退還,銀行有權執行本擔保書,猶如此款額從未支付給銀行一樣。
 
 
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7.      抵銷
銀行可以在任何時候及毋須發出通知的情況下動用擔保人在銀行的任何戶口內的貸方結存清償擔保款項。為此,銀行獲授權動用此戶口貸方內的款項,按照匯率購買其他外幣(如有需要),以清償擔保款項。
 
8.      留置權
無論是為保管或任何其他原因,以及無論是否銀行業務的正常過程,銀行或會管有或控制擔保人的財產。銀行在此獲授權對該等財產施加留置權,並有權出售該等財產以清償擔保款項。
 
9.      擔保人作為主要債務人
作為一項獨立的責任,擔保人將以主要債務人身分承擔責任,包括但不限於倘顧客就任何擔保款項承擔的任何債務或責任,因任何原因屬於或成為不合法、無法收回、無效或不可依法執行,包括因任何法定限制、喪失資格或能力、或任何其他行為、疏忽或情況,如無本條文,則擔保人的責任(或任何部分)將被解除。因任何原因而可能無法向顧客收回的任何擔保款項,將由銀行透過根據本獨立責任下的彌償保證提出要求,向作為主要債務人的擔保人收回,並可收取按上文第 3.03 條計算的逾期未付利息。
 
10.    修訂條款及免除擔保
銀行可於任何時候及在不影響或不解除本擔保書或擔保人責任的情況下:
 
(i)
延展、增加、續新、替代或以其他方式修訂任何銀行信貸;
 
(ii)
修訂、交換、放棄執行或免除由銀行持有或將持有作為擔保款項的擔保的任何其他保證或抵押品;
 
(iii)
給予顧客或任何其他人士還款時間,或接納他們的任何債務重整計劃或與他們作出任何安排;
 
(iv)
免除任何擔保人在本擔保書或其他方面的責任,並給予任何擔保人還款時間、接納其債務重整計劃或與其作出任何安排;
 
(v)
根據本擔保書提出要求,並依法執行擔保人在本擔保書下的全部或任何部分責任,而毋須先執行或試圖執行銀行可能就擔保款項對顧客、任何其他保證人或任何其他保證及抵押品所擁有的任何權利或補救方法;或
 
(vi)
作出或遺漏作出任何事情,以致在沒有本條文的情況下,任何擔保人在本擔保書下的責任將被解除。
 
11.    擔保人作為受託人
 
11.01
直至銀行收到整筆擔保款項之前(及即使擔保人的最高債務可能已經設限),擔保人不得對顧客或任何其他擔保人或人士行使代位索償權、彌償權、抵銷權或反索權,或就銀行持有對擔保款項的保證及抵押品行使參與權,或者,除非銀行有此要求,不得在顧客或任何其他擔保人的破產或清盤中提供債權證明。擔保人因行使任何此類權利而收回的任何款項,應以信託形式代銀行保存,並在收到該等款項之後立即交付給銀行。
 
11.02
擔保人沒有收取顧客或任何其他擔保人任何保證及抵押品,並同意不會收取顧客的任何保證及抵押品直至銀行收到整筆擔保款項為止。如擔保人違反本條款而收取任何保證及抵押品,應以信託形式代銀行持有,作為擔保款項的保證,而在任何時候收到與保證及抵押品有關的所有款項,必須在收到之後立即交付給銀行。
 
12.   變現時的疏忽
銀行或銀行指定的任何代理或接管人就擔保款項而於現時或日後任何時候可能持有的任何其他保證及抵押品(不論是否透過按揭、擔保或其他形式)變現時有任何疏忽,均不會影響本擔保書作為擔保款項的保證。
 
13.    無豁免
銀行根據本擔保書作出或不作出的任何行為,均不會影響銀行在本文規定下的權利、權力及補救方法,亦不會影響銀行進一步或以其他方式行使此等權利、權力或補救方法。
 
14.   轉讓
擔保人不可轉讓或出讓其在本文規定的任何權利或責任。銀行可以轉讓其在本文規定下的任何權利給已作為銀行受益人而受讓全部或任何部分銀行信貸的人士。
 
15.   通訊
根據本擔保書發出的任何通知、要求或其他通訊,須按照擔保人的註冊辦事處地址或最後向銀行登記的地址以書面發送給擔保人;如發給銀行,則按附件載明的銀行辦事處或銀行為此目的而通知擔保人的其他地址發給銀行。該等通知可由專人遞送、按地址交付、郵寄、以圖文傳真或電傳發出。如由專人送遞或按地址交付,則於專人送達或交付至該地址之時被視為已向擔保人送達;如透過郵寄,則按正常郵遞過程寄發的時間被視為已送達擔保人;如用圖文傳真或電傳發出,則於發出當日被視為已向擔保人送達及如送交銀行時,則銀行實際收到當日被視為送達時間。
 
16.  追收債項及披露資料
 
16.01
銀行可委託收賬公司收取本擔保書項下的任何到期欠款。
 
16.02
擔保人向銀行表示同意,就銀行可能認為是合理適當的目的,在 中华人民共和国及其 香港特別行政區境內或境外,向或由以下人士(視乎情況而定)披露及/或取得有關擔保人(包括擔保人與銀行之間的所有或任何交易或買賣的詳情)及本擔保書的資料:
 
(i)
任何代理、承包商或第三方服務供應者,他們向銀行提供有關業務營運的服務(包括但不限於行政、電訊、電腦、付款或加工服務);
 
(ii)
信貸資料庫;
 
(iii)
銀行建議向其出售、轉讓或出讓或已向其出售、轉讓或出讓與本擔保書或銀行信貸有關的所有或任何權利的人士;
 
(iv)
滙豐集團旗下的任何公司,即滙豐控股有限公司及其不時的聯營公司及附屬公司或其任何代理;或
 
(v)
任何其他人士,如適用的法律、規例、監管者或其他政府部門的指引或司法程序要求或容許他們這樣做。
 
16.03
如擔保人向銀行披露的任何資料包括任何第三方的資料,擔保人確認及保證已取得該第三方同意,是為向第 16.02 條所指的該等人士及所述目的而向銀行提供該等資料。擔保人同意向銀行作出彌償保證,因擔保人違反本第 16.03 條而產生的所有費用、刑罰、損害及其他損失。
 
17.   可分割性
本擔保書的每一條款是獨立並可分割;如果有一條或多條條款成為不合法、無效或無法執行,其餘條款不會因此而受影響。
 
18.   管轄法律及管轄權
18.01       本擔保書受香港特別行政區(「香港」)法律管轄並按香港法律詮釋。
18.02      擔保人服從香港法院的非專屬性司法管轄權,但本擔保書可以由任何具有司法管轄權的主管法庭執行。
 
19.   擔保書正本
擔保人可簽署本擔保書的英文本或中文本。英文本為正本,中英文本如有歧異,概以英文本為準。
 
20.   接受法律令狀代理人
如附件中載明一位接受法律令狀代理人,則向該代理人送交任何法律訴訟令狀,將構成對擔保人送達該法律令狀。
 
21.    標題
於本擔保書內的標題僅供參考,並不影響任何條文的涵義。
 
22.    簽署
 
茲見證本擔保書已於
 
經擔保人簽署成為一項契約。
 
 
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Schedule 附件
Details of Customer 顧客資料
 
1.
Name (in Block Letters) 姓名(以英文正楷填寫): Perfect Dream Limited
*Address 地址:
2.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
3.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
4.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
 
Details of Guarantor 擔保人資料
 
1.
Name (in Block Letters) 姓名(以英文正楷填寫): Ever-Glory International Group Inc.
*Address 地址:
Identification Document Type and Number 身分證明文件種類及 號碼
Name of Process Agent 接受法律令狀代理人姓名:
*Address of Process Agent 接受法律令狀代理人地址:                                                                                                                 , the # HKSAR 香港特別行政區
2.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
Identification Document Type and Number 身分證明文件種類及 號碼
Name of Process Agent 接受法律令狀代理人姓名:
*Address of Process Agent 接受法律令狀代理人地址:                                                                                                                 , the # HKSAR 香港特別行政區
3.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
Identification Document Type and Number 身分證明文件種類及 號碼
Name of Process Agent 接受法律令狀代理人姓名:
*Address of Process Agent 接受法律令狀代理人地址:                                                                                                                 , the # HKSAR 香港特別行政區
4.
Name (in Block Letters) 姓名(以英文正楷填寫):
*Address 地址:
Identification Document Type and Number 身分證明文件種類及 號碼
Name of Process Agent 接受法律令狀代理人姓名:
*Address of Process Agent 接受法律令狀代理人地址:                                                                                                                 , the # HKSAR 香港特別行政區
 
Specified Sum (in relation to the definition of Maximum Liability) 指定款額 (與最高債務的定義有關 )
 
Amount   金額:USD1,100,000.00
 
Default Interest Rate (in relation to the overdue and unpaid amount of the Guarantors hereunder ) 逾期利率(與担保人在本担保书下的逾期未付款项有关)
 
[the rate to be provided here can be different from that against the Borrower under the Facility Offer Letter esp. when the denominated currency of Maximum Liability is different from that of the guaranteed money. 本栏规定的逾期利率可以有别于授信函项下针对借款人的逾期利率,在最高债务币种不同于担保款项币种的情况下尤其如此 ]
 
Address of Bank's Office (for the purpose of Clause 15 only) 銀行辦事處地址 (見第十五條條款 )
 
 
Execution by Individual 個人簽署
Signed, Sealed and Delivered by the Guarantor   擔保人在此簽署、蓋章及交付:                                                                     Witnessed by 見證人:
 
Signature of Guarantor 擔保人簽署  
1    
 
 
 
  L.S.    
 
 
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼

Signature of Guarantor 擔保人簽署  
2    
 
 
  L.S      .
 
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
 
 
 
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*P O Box is not acceptable.   此欄不可填寫郵政信箱。                                                  # HKSAR - Hong Kong Special Administrative Region
 
GUARANTEE (Limited Amount)   擔保書(設有限額)
Signature of Guarantor 擔保人簽署  
3    
 
 
  L.S.    
 
   
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼

Signature of Guarantor 擔保人簽署  
4    
 
 
  L.S .    
 
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
 
Execution by Limited Company 有限公司簽署
 
Executed under the Seal of the Guarantor in the presence of the following Director(s) and/or Secretary 在下列董事及/或秘書前蓋上擔保人公章或公司印章:
 
Name of Guarantor   擔保人名稱:
Signature of Director/Secretary 董事/秘書簽署
/s/ Yihua Kang
Signature of Director/Secretary 董事/秘書簽署
 
Common/
Corporate Seal
公章/
公司印章
 
Full Name (in Block Letters) 全名(以英文正楷填寫)
Yihua Kang
Full Name (in Block Letters) 全名(以英文正楷填寫)
Address 地址
Xuanwuwei Street 16-102 Nanjing
Address 地址
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
Witnessed by 見證人:
 
Signature of Witness 見證人簽署
/s/ Aivin Hu
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Aivin Hu
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
HSBC Nanjing
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
 
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Name of Guarantor   擔保人名稱:
Signature of Director/Secretary 董事/秘書簽署
Signature of Director/Secretary 董事/秘書簽署
 
Common/
Corporate Seal
公章/
公司印章
 
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Address 地址
Address 地址
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
Witnessed by 見證人:
Signature of Witness 見證人簽署
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼

Name of Guarantor   擔保人名稱:
Signature of Director/Secretary 董事/秘書簽署
Signature of Director/Secretary 董事/秘書簽署
 
Common/
Corporate Seal
公章/
公司印章
 
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Address 地址
Address 地址
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
Witnessed by 見證人:
 
Signature of Witness 見證人簽署
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼

Name of Guarantor   擔保人名稱:
Signature of Director/Secretary 董事/秘書簽署
Signature of Director/Secretary 董事/秘書簽署
 
Common/
Corporate Seal
公章/
公司印章
 
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Address 地址
Address 地址
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
 
 
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Witnessed by 見證人:
 
Signature of Witness 見證人簽署
Signature of Witness 見證人簽署
Full Name (in Block Letters) 全名(以英文正楷填寫)
Full Name (in Block Letters) 全名(以英文正楷填寫)
Office 辦事處
Office 辦事處
Identification Document Type and Number 身分證明文件種類及 號碼
Identification Document Type and Number 身分證明文件種類及 號碼
 
 
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