Contract of Guaranty of Maximum Amount No. Ec1000010070700002
Exhibit
10.2
Ec1
Contract
of Guaranty of Maximum Amount
No.
Ec1000010070700002
Creditor
(Party A): Bank of Nanjing Co., Ltd.
Surety
(Party B): Jiangsu Ever-Glory International Group Corporation
In order
to ensure the performance of the Contract of Maximum Amount of Claim numbered
A04 000010070700005, which was concluded between Party A and Golden Way Nanjing
Garment Co., Ltd. (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 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
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1.1
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Party
B has the principal qualification of a surety, and is capable to provide
with a guaranty of suertyship, according to the laws of People’s Republic
of China.
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1.2
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Party
B is fully capable to undertake the guaranty liability, and such liability
may not be alleviated or exempted due to any instruction received,
financial situation changes, or any agreement reached with any
body.
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1.3
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Party
B has a full knowledge of the usage of the debt of the debtor under the
Principal Contract, and Party B provides the debtor a guaranty of guaranty
absolutely out of his own will while all of his declaration of will under
the Contract is true.
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1.4
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If
being a natural person, Party B confirms and assures that before providing
the guaranty of guaranty under the Contract, he has made proper
arrangement on the bare necessities of life for himself and his family
dependents; Party A requires that Party B’s assumption of the guaranty
liability shall not have any impact on the normal lives of Party B and his
family members.
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Article
2 The Principal Claim
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2.1
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The
Principal Claim secured under the Contract is the full value of the
Principal Claim, namely RMB50,000,000.00, said Fifty Million RMB Yuan,
formed by specific granting of credit (including but not limited to such
on-or-off balance sheet businesses as a loan, a commitment of loan, an
acceptance, a discount cash, a bond buy-back, a business financing, a
factor, a letter of credit, a letter of guarantee, an overdraft, an
inter-bank lending, a guaranty, etc.) conducted by Party A for the Debtor
from July 6, 2010 to July 6, 2012, on the basis of the Principal
Contract.
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2.2
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Party
B provides a guaranty of maximum amount for the above-mentioned Principal
Claim, irrespective of the times and the amount of each time, or whether
the expiry date of the time limit for the debtor to perform his obligation
overtop the foregoing time limit.
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Article
3 Mode of Guaranty
Party B
provides a guaranty 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
guaranty.
Article
4 The Scope of the Guaranty
The scope
of the guaranty of maximum amount provided by Party B includes the Principal
Claim 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 guaranty 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 or terminates this agreement 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 or termination date of the Principal
Contract.
Article
6 Conclusion and Alteration of the Principal Contract
Guaranteed
Particulars
related to specific amount, term, interest, usage, etc. of the Principal Claim,
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 guaranty 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 guaranty 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 or
termination has no impact on the Contract’s effectiveness. Where it is confirmed
that the Principal Contract was invalid or that it was revoked or it was
terminated, Party B undertakes further guaranty of joint and several liabilities
for the Debtor’s debts coming into being because he surrendered properties or
compensated losses.
Party B’s
guaranty 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
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9.1
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Party
B has the obligation to supervise the guarantee’s performance of all the
obligations under the Principal
Contract.
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9.2
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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.
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9.3
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Where
the liability under the Principal Contract is in a foreign currency, Party
B shall undertake the guaranty liability in the currency agreed in the
Principal Contract. If Party B does it in any other exchangeable currency
or RMB, it shall secure the agreement of Party A, and perform the guaranty
liability by converting such currency into the one agreed in the Principal
Contract at the foreign exchange rate quoted at Bank of Nanjing Co., Ltd.
on the day when the guaranty liability is
performed.
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9.4
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Party
B shall fulfill the following obligation of
notifications:
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9.4.1
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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:
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9.4.1.1
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Party
B meets with grave financial losses, which affects or possibly affects its
repaying ability;
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9.4.1.2
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Party
B involves or will involve in major lawsuits, arbitrations or other legal
disputes;
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9.4.1.3
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Any
change in Party B’s name, legal representative (responsible officer),
address, telephone numbers, etc.;
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9.4.1.4
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Other
events occurred on the side of Party B which affect or may affect its
repaying ability.
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9.4.2
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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:
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9.4.2.1
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Separation,
transformation, merger, termination, joint venture, etc. on the side of
Party B;
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9.4.2.2
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Changes
in the business scope or of the registered capital of Party
B;
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9.4.2.3
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Changes
in the top-five investors or
shareholders.
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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.
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9.5
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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:
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9.5.1
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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;
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9.5.2
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Party
B changed his occupation;
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9.5.3
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Party
B meets with such events as unemployment, divorce, or serious
diseases;
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9.5.4
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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.
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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.
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9.6
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Party
B shall not refuse to fulfill the obligations under the Contract on the
excuse of any dispute with a third
party.
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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
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10.1
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Party
A has the right to directly demand Party B to undertake the guaranty
liability for the unsatisfied claim of Party A under the
Contract.
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10.2
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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.
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10.3
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In
terms of all the receivables from Party B within the scope of the
guaranty, Party A has the right to deduct its receivables directly from
any account opened by Party B at the side of Party A (including but not
limited to current account, savings account, national debt account, etc.),
and Party B bears by itself any interest, handling charge, loss from
exchange rate fluctuation, etc. caused by the
deduction.
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10.4
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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.
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10.5
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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.
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Article
11 Default Liability
If the
Party B violates any law, rule, regulation or any term stipulated in this
contract, the Party A has the right to demand the Party B rectify such
violation within a limited period of time, further provide
relevant guarantee, compensate the loss sustained by the Party A and bear
all charges and expenditures made by the Party A (including but
not limited to a retaining fee, any legal cost, arbitration charge,
appraisal charge, damage provention, enforcement cost, notarization
fee, assessment fee, auction cost) for the purpose of realizing a
guaranty; and the Party A also has the right to take back the
creditor's rights under the terms of the Main Contract, and demand the Party B
to assume the responsibility of guarnaty in an immediate way.
Article
12 Applicable Laws and Settlement of Disputes
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12.1
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The
Contract is concluded in accordance to the laws of People’s Republic of
China, which are applicable to the
Contract.
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12.2
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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:
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(Type 1)
Bring a lawsuit to the People’s Court at the locality of Party A.
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(Type 2)
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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.
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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
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13.1
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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.
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13.2
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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.
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Article
14 Other Stipulations
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14.1
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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.
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14.2
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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.
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14.3
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Article
15 Supplementary Provisions
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15.1
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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.
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15.2
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Any
matters not covered by the Contract shall be handled in compliance with
relevant national laws, regulations and
rules.
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Article
16 Declaration Provisions
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16.1
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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.
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16.2
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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.
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16.3
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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.
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16.4
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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.
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16.5
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Party
A is a legally established bank, and is qualified to operate the business
under the Contract.
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Party B
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Party A
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Legal Person or other
Organization
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Natural Person
(Void)
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Bank of Nanjing Co.,
Ltd. (Seal)
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Jiangsu
Ever-Glory International Group Corporation
(Seal)
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Signature:
(or Authorized Agent):
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Legal
Representative (Principle or Authorized
Agent):
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Legal
Representative or Authorized Agent):
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Kind
of Identity Document:
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(Signature)
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(Name
Seal)
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No.
of Identity Document:
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Xxx
Xxxxx (name seal)
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Xxx
Xxxxx (name seal)
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Address:
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Address:
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Address:
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Post
Code:
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Post
Code:
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Post
Code:
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Contact
No.:
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Contact
No.:
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Contact
No.:
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Date
of Signing: 2010/8/2
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Date
of Signing: 2010/8/2
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Date
of Signing:
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