Exhibit 10.33
Translation
Personal Guaranty Contract of Maximum Amount
No. Shen Shangyin (Shuibei) Shouxin Gebao Zi (2005) A110020500006
Creditor: Shuibei Division, Shenzhen Commercial Bank
Address: 0000, Xxxxxx Xxx Xx, Xxxxxxxx
Xxxxxxxxx: Li Xiangqian
I.D number: 620105196808081078
Address: Dormitory Building, BAK Company, Kuichong Town, Longgang, Shenzhen
Post Code: 518119 Telephone: 0000-00000000
The Creditor and the Guarantor have reached the following agreement in
accordance with the Guarantee Law of People's Republic of China and other
relevant laws and regulations:
Article I. Guaranty
1.1 Shenzhen BAK Battery Co., Ltd. (hereinafter referred to as "Obligor") and
the Creditor have entered into the Comprehensive Credit Facilities
Agreement (reference no.: Shen Shangyin (Shuibei) Shouxin Zi (2005)
A11002050006, hereinafter referred to as "Master Agreement"). As requested
by the Obligor, the Guarantor undertakes to provide guaranty for the
indebtedness of the Obligor under the Master Agreement based upon all
personal assets, interests and rights, current and future income etc. which
are independently owned or jointly owned by the Guarantor. The guaranty
shall cover all of the loan principal, interest, penalty interest, breach
of contract compensation, damages, undertaking fee, advances paid by the
Creditor and all the expenses such as litigation cost, lawyer's fee,
notification cost and public notice cost etc. which is incurred to the
Creditor in realizing its creditor's right. The maximum loan principal
shall be XXX 00 xxxxxxx xxxx.
1.2 The guaranty under this Contract shall be guaranty with joint and several
liability.
1.3 The guaranty period is from the effective date of this Contract to two
years after the expiry of the term of the Master Agreement and relevant
agreement entered into under the Master Agreement.
1.4 The guaranty under this Contract is independent. In case that any third
party provide guaranty to the Creditor, the Guarantor shall continue to
assume the full obligation of guaranty for all indebtedness as stated in
clause 1.1 of this Contract.
1.5 This Contract is irrevocable. This Contract shall remain valid in case of
invalidity of the Master Agreement or relevant agreements entered into
under the Master Agreement. This Contract shall not be influenced by any
documentation or agreement entered into by the Obligor and any party, and
shall not be influenced by the misuse of the credit facilities, insolvency,
bankruptcy, loss of legal person status, amendment of articles of
association, cease of business operation, acquisition, division and merger
etc. of the Obligor, nor any change of the profession, position or
financial capacity of the Guarantor.
Article II. Undertakings and Representations of the Guarantor
2.1 The Guarantor has read the Master Agreement carefully and accepts all
clauses of the Master Agreement. The relevant agreements entered into by
the Creditor and the Obligor under the Master Agreement do not need the
confirmation of the Guarantor.
2.2 The Creditor is entitled to examine the Guarantor's financial capacity
during the term of this Contract and the Guarantor shall give necessary
assistance.
2.3 The Guarantor undertakes that the Guarantor shall continue to assume the
obligation of guaranty in case of the amendment of the Master Agreement by
the Creditor and the Obligor and such amendment does not need the consent
of the Guarantor. Without prejudice to the above, the Guarantor shall
assume the obligation of guaranty for the indebtedness under the Master
Agreement before the amendment if such amendment increases the indebtedness
of the Obligor and such amendment has not been approved by the Guarantor in
writing.
Article III. Performance of Guaranty
3.1 In case of default by the Obligor upon the expiry of the term under the
Master Agreement (or expiry date as declared by the Creditor), the
Guarantor shall unconditionally pay the relevant amount to the Creditor
after the Creditor has notified the Guarantor in writing to do so. Any
statement signed by the authorized representative of the Creditor which can
prove the default of the Obligor (unless otherwise proved to be obviously
wrong) shall be deemed as the notification of the Creditor demanding the
Guarantor to pay the relevant amount.
3.2 The Guarantor irrevocably authorizes the Creditor to transfer directly any
defaulting amount of money from the bank account of the Guarantor to the
account of Creditor. The Creditor shall notify the Guarantor in writing of
such transfer and is entitled to demand the Guarantor to pay for the
unsettled indebtedness.
Article IV. Other Issues Agreed by Both Parties
N/A
Article V Miscellaneous
5.1 This Contract is the subsidiary agreement and an integral part to the
Master Agreement (reference no.: Shen Shangyin (Shuibei) Shouxin Zi (2005)
A11002050006).
5.2 Any dispute arising from this Contract shall be submitted to the People's
Court of the place of the Creditor and the laws of People's Republic of
China shall be the governing law.
5.3 This Contract shall come into effect once it is signed by the Guarantor and
the legal representative/authorized representative of the Creditor and
stamped with the company chop of the Guarantor.
5.4 This Contract has four originals, the Creditor shall retain two originals,
the Obligor shall retain one original and the Guarantor shall retain one
original.
Guarantor (Signature):_______________
Date: 19 April 2005
Venue: Shenzhen
Creditor (Company Chop):____________
Legal Representative/Authorized Representative:___________
Date: 20 April 2005
Venue: Shenzhen
