Contract of Guaranty No. Ec1 1101 0906 0100 031

Ec1
Contract
of Guaranty
No.
Ec1 1101 0906 0100 031

Creditor
(Party A): International Business Department, Bank of Nanjing Co.,
Ltd.
Surety
(Party B): Goldenway Nanjing Garment Co., Ltd.

In order
to ensure the performance of the Contract of Maximum Line of Credit numbered A04
1101 0906 0100 028, which was concluded between Party A and Ever-Glory
International Group Apparel Inc. (hereinafter called the Debtor), and all
specific business contracts, agreements, and applications under this contract
(hereinafter called the Principal Contract), Party B is willing to provide the
Debtor with a guaranty of joint and several liability of maximum amount. In
order to clarify their liabilities and keep to their credibility, Party A and
Party B have entered into the Contract for common observance and joint
performance, according to governing laws, regulations and rules, and through
negotiation and agreement.

Article
1  Statement and Assurance of Party B

                1.1 

                Party
      B has the principal qualification of a guarantor, and is capable to
      provide with a guaranty of suertyship, according to the laws of People’s
      Republic of China.

                1.2 

                Party
      B is fully capable to undertake the guarany liability, and such liability
      may not be alleviated or exempted due to any instruction received,
      financial situation changes, or any agreement reached with any
      body.

                1.3 

                Party
      B has a full knowledge of the usage of the debt of the debtor under the
      Principal Contract, and Party B provides the debtor a guaranty of
      guarantor absolutely out of his own will while all of his declaration of
      will under the Contract is true.

                1.4 

                If
      being a natural person, Party B confirms and assures that before providing
      the guaranty of guarantor under the Contract, he has made proper
      arrangement on the bare necessities of life for himself and his family
      dependents; Party A requires that Party B’s assumption of the guarantor
      liability shall not have any impact on the normal lives of Party B and his
      family members.

Article
2  The Principal Credit
 
            2.1 

            The Principal Credit
      secured under the Contract is the full value of the Principal Credit,
      namely RMB40,000,000.00, said Forty Million RMB Yuan, formed by specific
      granting of credit (including but not limited to such on-or-off balance
      sheet businesses as a loan, a commitment of loan, an acceptance, a
      discount cash, a bond buy-back, a business financing, a factor, a letter
      of credit, a letter of guarantee, an overdraft, an inter-bank lending, a
      guaranty, etc.) conducted by Party A for the Debtor from June 1, 2009 to
      June 1, 2010, on the basis of the Principal
  Contract.

              2.2 

              Party
      B provides a guarantor guaranty of maximum amount for the above-mentioned
      Principal Credit, irrespective of the times and the amount of each time,
      or whether the expiry date of the time limit for the debtor to perform his
      obligation overtop the foregoing time
limit.

Article
3  Mode of Guaranty

Party B
provides a guarantor of joint and several liabilities. Where the debtor either
wholly or partly defaults when the time limit for his performance of the
obligation of a single debt under the Principal Contract expires, Party A has
the right to directly demand Party B to perform his obligation of
guarantor.

Article
4  The Scope of the Guaranty

The scope
of the guaranty of maximum amount provided by Party B includes the Principal
Credit and the interest thereof (including compound interest and default
interest, similarly hereinafter), default fine, compensation for damage and
expenses of Party A for enforcing the claim (including but not limited to legal
cost, arbitration fee, property preservation charge, travel expense, notarial
fee, execution fee, attorney fee, eligibility fee, auctioneers fee, etc., and
the same below).
 
Party B
confirms and accepts out of his will, that when the Debtor fails to perform his
liability stipulated in the Principal Contract, Party A has the right to
directly demand Party B to undertake his guarantor liability within the scope of
his guaranty, whether or not the claim of Party A under the Principal Contract
is benefited with other guaranty (including but not limited to a guaranty with
real rights).
 
Article
5  Term of the Guaranty

The term
of the guaranty is the period of two years from the expiry date of the
performance term of the liability caused by each time’s usage by the Debtor of
the line of credit under the Principal Contract.
 
Where an
extension agreement was reached between Party A and the Debtor of the
performance term of each debt under the Principal Contract, the term of the
guaranty is the period of two years from the expiry date of the performance term
of a certain debt reappointed by the extension agreement; where Party A
withdraws its creditor’s rights ahead of time according to laws, regulations,
rules or stipulations in the Principal Contract, the term of the guaranty is the
period of two years from the advanced expiry date of the Principal
Liability.

Article
6  Conclusion and Alteration of the Principal Contract
Guaranteed

Particulars
related to specific amount, term, interest, usage, etc. of the Principal Credit,
shall be stipulated by Party A and the Debtor in the Principal
Contract.
 
Party B
confirms that, except for the increase of line of credit and the extension of
term of guaranty, the conclusion of the Principal Contract or the alteration of
the Principal Contract through agreement by Party A and the Debtor, are deemed
as being agreed in advance by Party B, and need not to be notified to Party B,
while the guarantor liability on the part of Party B shall not be
alleviated.
 
Where
Party A and the Debtor alter the interest rates in the light of stipulations of
the Principal Contract, such alteration shall also be deemed as being agreed in
advance by Party B, and needs not to be notified to Party B, while Party B is
still obliged to undertake the guarantor liability.

Article
7  Independent Effectiveness of the Contract

The
effectiveness of the Contract is independent of the Principal Contract, complete
or incomplete invalidity of the Principal Contract or its likely revocation has
no impact on the Contract’s effectiveness. Where it is confirmed that the
Principal Contract was invalid or that it was revoked, Party B undertakes
further guarantor of joint and several liabilities for the Debtor’s debts coming
into being because he surrendered properties or compensated losses.
 
Party B’s
guarantor liability under the Contract shall not change to any extent because of
merger, separation, changes of shareholdings, the lapse of capacity of civil
acts, disappearance, death or the declaration of disappearance or death of the
Debtor, or any other causes.

Article
8  Advanced Enforcement of Guaranty Liability

Where
Party A declares an advanced expiration of the liability under the Principal
Contract according to laws, regulations, rules etc. or stipulations in the
Principal Contract, Party A has the right to immediately demand Party B to
perform the liability of the guaranty.

Article
9  Rights and Obligations of Party B
 
            9.1

            Party
      B has the obligation to supervise the guarantee’s performance of all the
      obligations under the Principal
Contract.

              9.2 

              Party
      B shall actively cooperate with Party A and consciously subject itself to
      Party A’s inspection and supervision over its business operation and
      financial activities, and provide Party A every month, as required by
      Party A, documentation and information concerning its financing and
      accounting status and its production and operation situations, including
      but not limited to the provision within 10 working days in the first month
      of every quarter of the Balance Sheet, Income Sheet (Statement of Income
      and Expenditure for any public institution), and the provision at the end
      of each year of a Statement of Cash Flow, etc., and a timely provision of
      financial statement audited by any auditing body recognized by Party A,
      and at the same time ensure the facticity, legality, integrality, validity
      of the documentations
provided.

              9.3 

              Where
      the liability under the Principal Contract is in a foreign currency, Party
      B shall undertake the guarantor liability in the currency agreed in the
      Principal Contract. If Party B does it in any other exchangeable currency
      or RMB, it shall secure the agreement of Party A, and perform the
      guarantor liability by converting such currency into the one agreed in the
      Principal Contract at the foreign exchange rate quoted at Bank of Nanjing
      Co., Ltd. on the day when the guarantor liability is
      performed.

              9.4

              Party
      B shall fulfill the following obligation of
  notifications:

              9.4.1 

              Party
      B shall notify Party A in writing within 3 days of the occurring of the
      following events or of the founding of possibility of such occurrence on
      the side of Party B:

              9.4.1.1 

              Party
      B meets with grave financial losses, which affects or possibly affects its
      repaying ability;

            9.4.1.2 

            Party
      B involves or will involve in major lawsuits, arbitrations or other legal
      disputes;

              9.4.1.3 

              Any
      change in Party B’s name, legal representative (responsible officer),
      address, telephone numbers,
etc.;

              9.4.1.4 

              Other
      events occurred on the side of Party B which affect or may affect its
      repaying ability.

            9.4.2 

            Party
      B shall notify Party A in writing 30 days before the occurring or a
      possible occurrence of following events on the side of Party
      B:

            9.4.2.1 

            Separation,
      transformation, merger, termination, joint venture, etc. on the side of
      Party B;

            9.4.2.2 

            Changes
      in the business scope or of the registered capital of Party
    B;

            9.4.2.3 

            Changes
      in the top-five investors or
shareholders.

In case
of any occurrence of the above-mentioned events, which impacts or possibly
impacts Party B in terms of its undertaking of the guaranty liability, Party B
shall, as required by Party A, further provide other guaranty recognized by
Party A.

                9.5 

                In
      case of being a natural person, Party B shall notify Party A in writing
      within 3 days after the occurrence or a possible occurrence of the
      following events, in addition to observing all the stipulations under the
      Contract:

                9.5.1

                Major
      casualty occurred to Party B himself or his family or its income has
      changed greatly, in which case the economic conditions worsens and impact
      or possibly impact his capability of
guaranty;

            9.5.2 

            Party
      B changed his occupation;

            9.5.3 

            Party
      B meets with such events as unemployment, divorce, or serious
      diseases;

              9.5.4 

              Party
      B meets with other events which cause Party B to lose or possibly lose his
      capability of guaranty, or impact his undertaking guaranty
      liability.

In case
of any occurrence of the above-mentioned events, which impacts or possibly
impacts Party B in terms of its undertaking guaranty liability, Party B shall,
as required by Party A, further provide other guaranty recognized by Party
A.
 
            9.6 

            Party
      B shall not refuse to fulfill the obligations under the Contract on the
      excuse of any dispute with a third
party.

            9.7

            Party
      B enjoys the rights and assumes the responsibilities in accordance with
      the laws, regulations, rules, etc. and the terms and conditions of the
      Contract.

Article
10  Rights and Obligations of Party A

              10.1

              Party
      A has the right to directly demand Party B to undertake the guarantor
      liability for the unsatisfied claim of Party A under the
      Contract.

              10.2

              Party
      A has the right to supervise the status of fund, properties, economy, etc.
      of Party B, and has the right to demand Party B to present related
      documentation as it is.

              10.3

              In
      terms of all the receivables from Party B within the scope of the
      guaranty, Party A has the right to deduct its receivables directly from
      any settlement account opened by Party B at the side of Party A (including
      but not limited to current account, savings account, national debt
      account, etc.), and Party B bears by itself any interest, handling charge,
      loss from exchange rate fluctuation, etc. caused by the
      deduction.

              10.4

              Upon
      performance by Party B of his guaranty liability, Party A may provide
      Party B, as required by Party B, relevant evidence of such
      performance.

              10.5

              Party
      A enjoys the rights and takes the responsibilities in accordance with the
      laws, regulations, rules, etc. and the terms and conditions of the
      Contract.

Article
11  Default

In case
of Party B’s violation of any laws, regulations, rules, etc. or any stipulations
of the Contract, Party A has the right to demand Party B to rectify its
violation within a definite time, and to further provide relevant guaranty, or
whatever.

Article
12  Applicable Laws and Settlement of Disputes
 
            12.1

            The
      Contract is concluded in accordance to the laws of People’s Republic of
      China, which are applicable to the Contract.

              12.2 

              Any
      dispute occurred in the course of the execution of the Contract shall be
      settled through negotiations. In case of no settlement is reached, Type 1
      shall be chosen from the following settling
  manners:

                    (Type1)

                     Bring
      a lawsuit to the People’s Court at the locality of Party
  A.

                    (Type
      2)

                    Apply
      to / Arbitration Commission for arbitration (the locality is / ) with the
      arbitration rules active and effective at the time the application is
      made. The arbitration decision is final and binding on both
    parties.
                  
                    In
      the course of lawsuit or arbitration, terms and conditions under the
      Contract which are not involved in the dispute shall still be performed or
      fulfilled.
                  
Article
13  Effectiveness, Alteration and Termination of the
Contract
 
            13.1 

            Where
      Party B is a legal person or any organization, the Contract shall enter
      into effect on the day when it is signed by or sealed with the name stamp
      of the legal representative, principle, or accredited representative of
      Party A and sealed with the Corporate Seal or Special Contract Seal of
      Party A, and signed by or sealed with the name stamp of the legal
      representative or accredited representative of Party B and sealed with the
      Corporate Seal or Special Contract Seal of Party B; where Party B is a
      natural person, the Contract shall enter into effect on the day when
      signed by or sealed with the name stamp of the legal representative,
      principle, or accredited representative of Party A and sealed with the
      Corporate Seal or Special Contract Seal of Party A, and signed by Party B
      or his accredited representative.

                13.2

                After
      the Contract enters into effect, neither Party A nor Party B shall
      arbitrarily alter or terminate it unless further stipulated by the
      Contract; in the case of needy alteration or termination, a written
      agreement should be reached by both parties through negotiation. All terms
      and conditions of the Contract remain effective before such written
      agreement is reached.

Article
14  Other Stipulations
 
            14.1 

            Party
      B has fully acknowledged the risk of exchange rate fluctuation. If the
      Principal Contract adopts floating interest rate, Party B undertakes, out
      of his will, the guaranty liability increased because of such
      fluctuations.

              14.2 

              All
      attachment to the Contract, and all the legal documents related to the
      execution of the Contract are the component part of the Contract, and have
      equal legal force as the
Contract.

Article
15  Supplementary Provisions
 
            15.1

            The
      Contract is made in two copies, one is held by Party B, and one is held by
      Party A, and each copy has the equal legal
  force.

              15.2

              Any
      matters not covered by the Contract shall be handled in compliance with
      relevant national laws, regulations and
rules.

Article
16  Declaration Provisions
 
            16.1

            In
      signing and exercising the Contract, both parties have been approved by
      law or have been given the approval by the competent decision-maker
      stipulated in their respective articles of corporation or by government
      supervision department, and obtained the necessary, sufficient and legal
      authorization.

              16.2

              In
      signing the Contract, the parties expressed their true intentions, the
      signatures and seals were genuine, the signing representatives are
      authorized, and the Contract has legally binding on both
      parties.

              16.3

              Party
      B has the right to own its whole property, and all the documentation it
      produced to Party A is true, legal and effective, and contains neither
      mistake nor omission of facts which disagrees with the
    truth.

              16.4

              Party
      B has read all the content of the Contract. As requested by Party B, Party
      A has made relevant explanation on the terms and conditions of the
      Contract. Party B has got a full knowledge and understanding of the
      significations and legal consequences of the stipulations of the
      Contract.

              16.5

              Party
      A is a legally established bank, and is qualified to operate the business
      under the Contract.

            Party
      A

            Party
      B

            Legal
      Person or other Organization

            Natural
      Person
(Void)

Bank
      of Nanjing Co., Ltd.
(Seal)
 
Legal
      Representative
(Principle or
      Authorized
 Agent):
(Signature)
/s/
      Xxx Xxxxx
Address:
Post
      Code:
Contact
      No.:
Date
      of Signing: July 3, 2009
 
Goldenway
      Nanjing Garment Co., Ltd.
(Seal)
 
Legal
      Representative
or
      Authorized Agent):
(Name
      Seal)
 
/s/
      Jiajun Sun
Address:
Post
      Code:
Contact
      No.:
Date
      of Signing: July 3, 2009
 
Signature:
(or
      Authorized Agent):
 
Kind
      of Identity Document:
No.
      of Identity Document:
 
Address:
Post
      Code:
Contact
      No.:
Date
      of Signing:

Document Metadata

Table of Contents

Contract of Guaranty No. Ec1 1101 0906 0100 031

Document Metadata

1.1	Party B has the principal qualification of a guarantor, and is capable to provide with a guaranty of suertyship, according to the laws of People’s Republic of China.

1.2	Party B is fully capable to undertake the guarany liability, and such liability may not be alleviated or exempted due to any instruction received, financial situation changes, or any agreement reached with any body.

1.3	Party B has a full knowledge of the usage of the debt of the debtor under the Principal Contract, and Party B provides the debtor a guaranty of guarantor absolutely out of his own will while all of his declaration of will under the Contract is true.

1.4	If being a natural person, Party B confirms and assures that before providing the guaranty of guarantor under the Contract, he has made proper arrangement on the bare necessities of life for himself and his family dependents; Party A requires that Party B’s assumption of the guarantor liability shall not have any impact on the normal lives of Party B and his family members.

12.1	The Contract is concluded in accordance to the laws of People’s Republic of China, which are applicable to the Contract.

(Type1)	Bring a lawsuit to the People’s Court at the locality of Party A.

(Type 2)	Apply to / Arbitration Commission for arbitration (the locality is / ) with the arbitration rules active and effective at the time the application is made. The arbitration decision is final and binding on both parties.

	In the course of lawsuit or arbitration, terms and conditions under the Contract which are not involved in the dispute shall still be performed or fulfilled.

Party A	Party B
Party A	Legal Person or other Organization	Natural Person (Void)
Bank of Nanjing Co., Ltd. (Seal) Legal Representative (Principle or Authorized Agent): (Signature) /s/ Xxx Xxxxx Address: Post Code: Contact No.: Date of Signing: July 3, 2009	Goldenway Nanjing Garment Co., Ltd. (Seal) Legal Representative or Authorized Agent): (Name Seal) /s/ Jiajun Sun Address: Post Code: Contact No.: Date of Signing: July 3, 2009	Signature: (or Authorized Agent): Kind of Identity Document: No. of Identity Document: Address: Post Code: Contact No.: Date of Signing: