EXHIBIT 10.7
[ENGLISH TRANSLATION]
No: Daibaozi 4070202
GUARANTEE CONTRACT
(For legal entity or other organization guarantor)
Bank of Communications
No: Daibaozi 4070202
GUARANTEE CONTRACT
Important Notice
Guarantor please read this contract carefully, especially provisions with In
case of any uncertainty, please ask the creditor for clarification.
Guarantor: Baoding Tianwei Baobian Electric Co., Ltd.
Legal Representative (responsible person): Ding Qiang
Registered Address: No. 28 Jingxiu Street, Baoding National High-tech Technology
Industry Development District
Mail Address: No. 28 Jingxiu Street, Baoding National High-tech Technology
Industry Development District
Creditor: Bank of Communications, Shijiazhuang Branch
Responsible person: Wu Chunjie
Mail Address: No. 22 Ziqiang Road, Shijiazhuang
Whereas: Baoding Tianwei Yingli New Energy Resource Co., Ltd. (hereinafter
referred to as the "Debtor") and the Creditor have entered into a Loan Contract
with No. Daizi 4070202 (hereinafter the "Principal Contract"), and the Guarantor
is willing to guarantee for the fulfillment of credit under the Principal
Contract.
To clarify rights and obligations of both parties, upon discussion, the
Guarantor and the Creditor hereby agree to enter into this Contract.
ARTICLE 1 SECURED CREDIT CLAIM
The credit claim secured by the Guarantor is the principal in the Principal
Contract: Currency Renminbi (amount in character) fifty million yuan; interest
rate: 6.12%; expiry date: January 25, 2008.
ARTICLE 2 GUARANTEE LIABILITY
2.1 Guarantee under this Contract is joint-liability guarantee.
2.2 The scope of guarantee includes principal and interest thereof,
compound interest, penalty interest, liquidated damage, compensation for damage
and expenses for enforcement of credit right
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under the Principal Contract. The expenses caused in enforcement of credit right
includes but not limited expense to press for payment, litigation fee (or
arbitration fee), conservation fee, publication fee, enforcement fee, lawyer
fee, travel expense and other expenses.
2.3 The guarantee period is two years from the date when the debt is
mature.
If the Principal Contract provides that the Debtor may pay its debt by
installments, the guarantee period shall commence from the date when each
installment's debt paying deadline expires until two years after the date when
the last installment's debt paying deadline expires.
The date of maturity of the debt under issuance of bank acceptance, letter
of credit or security bond shall be the date when the creditor makes advance
disbursement.
If the Creditor declares earlier expiry of all debt under the Principal
Contract, such earlier expiry date declared shall be the date when the debt
paying deadline expiries.
2.4 In accordance with provisions of Article five of Security Law of
People's Republic of China, both parties of this Contract specifically agree
that: the effect of this Contract shall be independent from that of the
Principal Contract; the nullification of the Principal Contract or relevant
provisions thereof may not affect the effect of this Contract. The Guarantor
shall bear joint liability for returning liability or compensation liability to
be born by the Debtor after the Principal Contract is invalid.
ARTICLE 3 REPRESENTATION AND WARRANTY OF THE GUARANTOR
3.1 The Guarantor is an independent civil entity organized in accordance
with law and existing legally, has all necessary capability and may perform
obligations under this Contract in its own name and bear civil liability.
3.2 Execution and implementation of this Contract is out of real intent of
the Guarantor and has all required consent, approval and authorization without
any legal defect.
3.3 All documents, materials and information provided by the Guarantor to
the Creditor during execution and implementation of this Contract are true,
proper, complete and valid.
ARTICLE 4 OBLIGATION OF THE GUARANTOR
4.1 In any of the following events on the part of the Debtor, the Guarantor
shall unconditionally and immediately pay to the Creditor all mature and payable
amounts of the Debtor:
a. failure to timely and fully repay the loan or financing principal and
interest thereof under various loans or import bill advance, export bill
advance, export collection financing, pack loans and other trade financing
businesses;
b. failure to timely and fully repay the advance disbursement of the
Creditor under issuance of letter of credit, bank acceptance or security bond.
4.2 The Guarantor shall cooperate with the Creditor to supervise and
inspect its operation and financial condition, provide all financial statements,
other materials and information required by the Creditor on a timely basis and
warrant all documents, materials and information provided to be true, complete
and proper..
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4.3 To take any of the following action, the Guarantor shall notify the
Creditor in writing at least thirty days in advance and shall not take such
action until the credit claims under the Principal Contract have been repaid or
unless agreed by the Creditor in writing:
a. to sell, donate, lease, lend, move, mortgage, pledge or otherwise
dispose substantial assets or all or part of assets;
b. to make material change to its operation structure or property
organization, including but not limited to conduct contract, lease, corporation
restructure, joint stock cooperative system restructure, sale of enterprise,
merger (acquisition), co-investment (cooperation), split-up, establishment of
subsidiaries, transfer of property and decrease of registered capital.
4.4 In case that any of the following event occurs or may occur, the
Guarantor shall notify the Creditor in seven days:
a. the amendment of articles of association, change of name, legal
representative, registered address, mail address, business scope or other
registered matters, decision that has material effect on finance or human
resource;
b. the plan to apply for bankruptcy or the possibility or the fact on the
part of the creditors to apply for its bankruptcy;
c. involvement in great litigation or property conservation or other
judicial force enforcement upon its major assets;
d. extension guarantee to any third party which thereby has material
negative effect on its financial condition or its ability to perform its
obligation under this Contract;
e. execution of contracts that have material effect on its operation and
financial condition;
f. cease of production, cease of business, dissolution, suspension of
business for rectification, forced dissolution or revocation of business
license;
g. involvement of legal representative (responsible person) or major
officer in illegal activities; or
h. occurrence of serious difficulty in operation or financial condition, or
other matters that have negative effect on the Guarantor's normal operation,
financial condition or liquidity.
4.5 Before the Debtor repay to the Creditor all debts under the Principal
Contract, the Guarantor may not exercise its right to recourse arising under
this Contract against the Debtor or other guarantors.
4.6 If the Creditor and the Debtor make amendment to the Principal
Contract, the Guarantor shall still have joint liability of guarantee. However,
In case of increase of contract amount, change of currency, increase of interest
rate without statute reasons or extension of repayment time limit without
written consent of the Guarantor, the Guarantor may bear liability of guarantee
in accordance with such amount, currency, interest rate and time limit as
provided by this Contract.
ARTICLE 5 AGREEMENT ABOUT DEBIT
5.1 The Guarantor authorizes the Creditor to debit from any of its accounts
with Bank of
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Communications certain amount to repay for its mature debt payable.
5.2 After such debit, the Creditor shall notify the Guarantor account
involved, serial number of the principal contract, serial number of the
guarantee contract, the amount debited and the balance of the debt.
5.3 If the debited amount is not sufficient to offset all debt of the
Guarantor, such debited amount shall be used in accordance with the following
agreement after offsetting expenses unpaid: a. under loan or import bill
advance, export bill advance, export collection financing, export check
financing, pack loans and other trade financing businesses, if payment of
principal and interest has been delayed for less than 90 days, the balance after
offsetting expenses shall be firstly used to offset unpaid interest or penalty
interest, compound interest and then be used to offset un-repaid principal; if
payment of principal and interest has been delayed for more than 90 days, the
balance after offsetting expenses shall be firstly used to offset un-repaid
principal and then be used to offset unpaid interest or penalty interest,
compound interest; b. under issuance of bank acceptance, letter of credit,
security bond or export factoring, the balance after offsetting expenses shall
be firstly used to offset un-repaid principal and then be used to offset unpaid
interest or penalty interest, compound interest.
5.4 In case that the currency of debited amount is different from that of
the debt to be repaid, such amount shall be converted into the debt to be repaid
on the basis exchange rate announced by the Bank of Communication on debit date.
Article 6 Settlement of Disputes
Any dispute under this Contract shall be settled in the first way of the
following. During such dispute, each party shall continue to implement
provisions that are not involved in dispute.
a. to go to court for the place of the Creditor's domicile that has
jurisdiction;
b. to apply for arbitration of ____________ arbitration commission in
accordance then valid arbitration rules of such commission whose decision shall
be final and binding on both parties.
ARTICLE 7 MISCELLANEOUS
7.1 If the Guarantor has any action to avoid supervision of the Creditor,
delay in performance of guarantee obligation or refuse repay in bad faith, the
Creditor shall have the right to report such action to relevant authorities and
make it public on news media.
7.2 The Guarantor has read the Principal Contract carefully and has
confirmed all provisions thereof.
7.3 This Contract has been signed (or stamped) by legal representative
(responsible person) or authorized representative of the Guarantor and legal
representative (responsible person) or authorized representative of the Creditor
and attached with official chops and has come into effect.
7.4 This Contract is executed with four originals. Each of the Guarantor,
Creditor and Debtor keeps one copy respectively.
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ARTICLE 8 OTHER MATTERS AGREED
When executing this Contract, the Borrower is not a shareholder or actual
controller as defined by the Company Law of the Guarantor.
The Guarantor has read all above provisions and the Creditor has made
corresponding explanation upon request by the Guarantor. The Guarantor has not
disagreement upon above contents.
Guarantor (official chop): Baoding Tianwei Baobian Electric Co., Ltd.
Legal representative (responsible person)
or authorized representative: /s/ Ding Qiang
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(signature or stamp)
Execution Date: February 6, 2007
Creditor (chop): Bank of Communications, Shijiazhuang Branch
Responsible person or authorized representative: /s/ Shen Guodong
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(signature or stamp)
Execution Date: February 6, 2007
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