EX-10.12 14 rc019_ex10-12.htm EXHIBIT 10.12

 

Exhibit 10.12

 

Security Guaranty Agreement

 

Contract No.: Guarantee 20180207001

 

Guarantor (Party A): Qingdao Tungray Science & Technology Development Co. Ltd

 

Address: North North, West End of Binhe North Road, Cross-strait Agricultural Cooperation Pilot Zone, Pingdu City, Qingdao

 

Postal code: 266700

 

Legal representative (responsible person): Yao Wanjun

 

Fax: 0532-86637997 Tel.: 0532-86637997

 

Creditors (Party B): Pingdu Branch of China Construction Bank Co., Ltd.

 

Address: No.187 Renmin Road, Pingdu postcode: 266700

 

Person in charge: Lin Yuzhong

 

Fax: (0532) 87360057 Tel.: (0532) 8816422

 

  

 

 

 

Since Party A is Qingdao Tungray Science & Technology Development Co. Ltd (the “Debtor”)

 

Continuous handling of the following first (1 ) (2) (3) (4) the credit business and / or have with the debtor on February 7,2018 to February 7,2023 (hereinafter referred to as "claims period") signed the RMB funds loan contract, foreign exchange funds loan, contract, bank acceptance agreement, credit contract, issue of guarantee agreement and / or other legal documents (all documents are collectively hereinafter referred to as the "Master Contract"):

 

(1)     Issuing RMB / foreign currency loans;

 

(2)     Accept a commercial draft;

 

(3)     opening a letter of credit;

 

(4)     issuing a letter of guarantee;

 

(5)     Other credit granting services: this column is intentionally left blank

 

Party A is willing to provide the maximum guarantee for the debtor on a series of debts under the main contract. In accordance with relevant laws, regulations and rules, party A and Party B have reached this agreement through consultation Contract for mutual compliance.

 

Article 1 Scope of guarantee and the maximum limit of claims

 

1.       The guarantee scope of the maximum guarantee all debts under the main contract, including but not limited to all the principal, interest (including compound interest and penalty interest), liquidated damages, compensation, other payments that the debtor shall pay to party b (including but not limited to the fees, telecommunications, miscellaneous, the letter of credit beneficiary refused to bear the bank expenses, etc.), the realization of security rights and security (including but not limited to the litigation costs, arbitration fees, property, preservation, travel expenses, execution, evaluation fee, auction fee, notary fee, service fee, announcement fee, attorney fee, etc.).

 

  

 

 

2.       The maximum amount of guarantee liability under this maximum guarantee is (currency) RMB (amount in words) 25 million yuan only. If Party A performs the security obligations in accordance with this Contract

 

In case, the maximum amount shall decrease according to the amount of performance.

 

3.       The actual formation time of the loan, advances, interest, fees or any other claims of Party B under the main Contract is still the highest even beyond the determination period of the claims the guarantee scope of the amount guarantee. The date of expiration of the term shall not be limited under the master contract limitation on the expiration date of the fixed period.

 

Article 2. Method of guarantee

 

The guarantee provided by Party A under this Contract shall be the joint and several liability guarantee.

 

Article 3. Guarantee Period

 

1.       The guarantee period under this contract shall be a single credit granted by Party B for the debtor. The business is calculated separately, that is, from the date of signing of the main contract of a single credit granting business to the debtor at three years after the expiration of the obligations under the master contract.

 

2.       Party B and the debtor shall reach an extension agreement on the performance period of the debt under the main contract. The guarantee period shall be the date of expiration of the debt performance period agreed in the renewal agreement End of the year. The extension does not require the consent of the guarantor, and the guarantor shall still bear joint and several liability.

 

  

 

 

3.       In case of matters stipulated by laws and regulations or the main contract, Party B shall declare the debt with early maturity, so the guarantee period shall not expire until three years after the early maturity date of the debt.

 

Article 4. Guarantee the independence of the contract

 

The validity of this contract is independent of the master contract. If the master contract is not established, effective and invalid, partially invalid, canceled or termination, it shall not affect the validity of this Contract. If the principal contract is not valid, not effective, invalid, partially invalid, or revoked or dissolved, then Party A shall also bear the debts caused by the debtor's return of property or compensation for losses.

 

Article 5 Modification of the master contract

 

1.       Party A agrees that Party B and the debtor shall sign the master contract or take office in the master contract What changes (including but not limited to extending the term of debt performance or increasing the principal amount of the debt), there is no need to notify Party A, and party A shall still pay the maximum amount and guarantee scope agreed herein

 

To undertake the guarantee liability within.

 

2.       Party A's guarantee liability shall not be waived due to any of the following circumstances:

 

(I)       Party B or the debtor has restructuring, merger, merger, division, increase or decrease

 

This, joint venture, joint venture, name change, etc.;

 

(II)       Party B entrusts a third party to perform its obligations under the master Contract.

 

  

 

 

3.       Where the claims under the Master Contract are transferred, the warranty under this Contract shall be transferred accordingly. Iv. The transfer of creditor's rights or debts under the main contract is not effective, invalid or withdrawn

 

Upon the cancellation or termination, Party A shall still bear the joint and several liability to Party B in accordance with this Contract.

 

Article 6 Warranty liability

 

1.       If the debt under the main contract is due or Party B announces that the debt is due in advance according to the provisions of the main contract or the law, the debtor fails to perform the debt on time, or the debt

 

If the person violates other provisions of the master contract, Party A shall assume the guarantee liability within the scope of the guarantee.

 

If Party A fails to pay the full payable within the period required by Party B, it shall stop from the overdue date to the date when Party A pays the full payable to Party B, according to the delay in payment

 

The amount shall be paid to Party B at the standard of 5% per day. In this case,

 

The sum of party A and the above liquidated damages shall not be the highest as agreed herein

 

The liability limit is limited to.

 

2.       Regardless of whether party b to the claims under the main contract has other guarantees (including but not limited to guarantee, mortgage, pledge, guarantee, standby letter of credit, etc), regardless of when the other guarantee is established, effective, whether party b claims to other guarantor, regardless of whether a third party has agreed to undertake all under the main contract, or part of the debt, regardless of whether other guarantees provided by the debtor, party a in, guarantee liability under this contract are not therefore relief, party b can directly require party a, according to the contract in the guarantee of the guarantee liability, party a will not propose any objection.

 

  

 

 

3.       If the maximum limit of guaranty liability agreed in this Contract is lower than the actual balance of creditor's rights under the master Contract and the claims of the master Contract under the master Contract are not fully repaid after Party A assumes the guarantee liability, Party A promises that the right of subrogation or recourse to the debtor or other guarantor, which shall not cause any damage to Party B's interests and agrees that the repayment of the debts under the master Contract shall have precedence over Party A's right of subrogation or the right of recourse present.

 

Specifically speaking, before party B's creditor's rights are fully repaid,

 

(I)      Party A agrees not to claim the right of subrogation or recovery against the debtor or other guarantor; if Party A realizes the above rights for any reason, it shall give priority to the proceeds

 

To pay off the outstanding creditor's rights of Party B;

 

(II)     Party A agrees not to exercise the debts under the master Contract

 

The proceeds of the security or the right of subrogation or for any other reason

 

For the claim, the above security and the proceeds shall be used to pay off party B has not obtained

 

The creditor's right to pay;

 

(III)   If the debtor or any other guarantor provides a counter-guarantee for Party A, then Party A shall

 

  

 

 

The amount obtained based on the above counter-guarantee shall be used to pay off party B which has not been paid

 

creditor's rights.

 

4.       Party A is fully aware of the interest rate risk. If Party B according to the contract of the master contract

 

Adjust the interest rate level, interest rate or interest settlement method,

 

For the increase in the interest, penalty interest or compound interest payable by the debtor, the added part shall be a

 

Party A also assumes joint and several guaranty liability.

 

5.       In addition to the debt under the main Contract, the debtor shall also have other debts owed to Party B

 

For the due debt, Party B has the right to transfer the account opened by the debtor in the China Construction Bank system

 

The yuan or other currency is first used to pay off any debt due,

 

Party A's guarantee liability shall not be waived accordingly.

 

Article 7 Other obligations of Party A

 

1.       Party A shall supervise the use of the loan (including purpose), accept the supervision of Party B over Party A's capital, property and business condition, provide financial statements, documents and materials, and guarantee the accuracy, authenticity, completeness and effectiveness; Without the written consent of Party B, Party A shall not provide such information to any third party

 

  

 

 

Guarantee of its own affordability;

 

2.       Contracting, trusteeship (take-over), leasing, shareholding reform, reduction of registered capital, investment, joint venture, merger, merger, acquisition and reorganization, division, joint venture, shall occur (Be) apply for suspension, apply for dissolution, cancellation, (be) apply for bankruptcy, control, shareholders / actual controllers change or material assets transfer, production, closure, be entitled, high fines, cancellation registration, business license revoked, involving major laws, disputes, legal serious difficulties or financial deterioration, legal representative or, principal cannot normally perform their duties, or for any reason loss or may lose, guarantee ability, party a shall immediately notify party b in writing, and in accordance with the requirements of party b to implement the joint

 

Acceptance, transfer or succession of the warranty liability under the same term, or provision for the performance of the principal contract

 

New guarantee approved by Party B

 

III.     If Party A changes its name, legal representative (responsible person), domicile, business scope, registered capital or articles of association of the company (enterprise), it shall

 

Party B shall be notified in writing within 3 working days after the change, and the relevant materials shall be attached.

 

Article 8 Other provisions

 

1.       Collection of the amounts payable

 

For all the amounts payable by Party A under this Contract, Party B shall have the right to transfer RMB or other currencies from the account opened by Party A in the China Construction Bank system without notifying Party A in advance. Where it is necessary to go through the formalities of foreign exchange settlement or sale or foreign exchange sale,

 

  

 

 

Party A is obliged to assist Party B in handling, and the exchange rate risk shall be borne by Party A.

 

2.       The Use of Party A's information

 

Party A agrees that Party B shall inquire Party A's credit status with the credit database approved by the People's Bank of China and the credit credit authority, and agrees that Party B shall provide Party A's information to the People's Bank of China and the credit database established by the credit credit authority approved. Party A also agrees that Party B can also make reasonable use for business needs

 

Use and disclose party A's information.

 

3.       Announcement for collection

 

Party B shall have the right to notify the relevant departments or units of any breach of contract,

 

Have the right to make announcements through the news media to collect.

 

4.       Effectiveness of evidence recorded by Party B

 

Unless there are reliable, determine the contrary evidence, party b internal accounts of the principal, interest, expenses and repayment records, party b make or keep the debtor to handle withdrawal, repayment, interest occurred in the process of business documents, vouchers and party b loan records, vouchers, constitute effective proof of the creditor's rights relationship under the main contract. Party A shall not submit the documents to Party B only for the above records, records, documents and vouchers

 

Make or retain it, and raise objections.

 

  

 

 

5.       reservation of right

 

Party B's rights under this Contract shall not affect and exclude it according to laws and regulations

 

Any rights enjoyed under other contracts. Any breach or delay

 

Tolerance, grace, preference or postponement of any right under this Contract shall not be deemed

 

For the waiver of rights and interests under this Contract or for any breach of this Contract

 

It may, or approve, shall not affect, prevent or hinder the continued exercise or office of such right

 

The exercise of any other rights shall not cause Party B to assume obligations and responsibilities to Party A.

 

If Party B does not exercise or delay the exercise of any rights under the Master Contract or unused

 

For any remedy under the Master Contract, Party A's warranty liability under this Contract shall not be caused

 

This reduction, but if Party B reduces the debt under the main contract, Party A is under this contract

 

Guarantee liability shall be reduced accordingly.

 

6.       The debtor is dissolved or goes bankrupt

 

Party A shall immediately notify Party B when it is aware that the debtor enters into the dissolution or bankruptcy proceedings

 

  

 

 

To declare the creditor's rights, and at the same time, they shall participate in the dissolution or bankruptcy proceedings in time, and exercise the recovery in advance

 

counterpoise. Party A knows or should know that the debtor enters into the dissolution or bankruptcy proceedings, but fails to

 

If the right of recourse in advance, party A shall bear the losses.

 

Notwithstanding the provisions of paragraph 5 of this article, in the bankruptcy proceedings of the debtor, such as

 

If Party B reaches a settlement agreement with the debtor, or agrees to the reorganization plan, under this contract

 

Party B's rights shall not be damaged by the settlement agreement or reorganization plan, and Party A shall be responsible for guarantee

 

No exemption or exemption will be granted. Party A shall not confront with the conditions stipulated in the settlement agreement and reorganization plan

 

Party B's right claim. Party B shall grant concessions to the debtor in the settlement agreement and restructuring plan

 

If the claim fails to be paid off, party B shall still have the right to ask Party A to continue to pay off.

 

VII.    Party A is dissolved or goes bankrupt

 

If Party A is dissolved or bankrupt, even if Party B's claims under the main contract have not yet reached

 

Period, Party B also has the right to participate in party A's liquidation or bankruptcy procedures and declare the right.

 

  

 

 

VIII.   If party A's mailing address or contact information changes, party A shall immediately communicate in writing

 

Knowing Party B, Party A shall bear the losses caused by failure to timely notice.

 

IX.      Dispute resolution methods

 

Any dispute arising from the performance of this Contract may be settled through negotiation

 

Yes, press the following first. 1 How to solve:

 

1.       Bring a lawsuit with the people's court where Party B is located.

 

2.       Submit. this fence empty white Arbitration commission (the place of arbitration is. this fence empty

 

white ), Arbitration shall be conducted in accordance with the arbitration rules currently in effect at the time of applying for arbitration. middle

 

The award shall be final and binding on both parties.

 

During the litigation or arbitration, the provisions of this contract that do not involve the disputed part shall still be fulfilled

 

Line.

 

X.      Effective conditions of the contract

 

This contract shall be signed or added by Party A's legal representative (person in charge) or authorized agent

 

It shall take effect after the signature or official seal of the person in charge or authorized agent of Party B.

 

  

 

 

XI.     This contract is in formula three portion.

 

XII.    Other agreed matters

 

The parties designate the following addresses as the various documents (such as notice, letter of collection, etc.) under this Contract and the litigation and arbitration documents (including but not limited to summons, notice of hearing, judgment, order, conciliation statement, notice of deadline performance, evaluation report, etc.) involved in the event of any dispute

 

Valid delivery address:

 

Party A: Qingdao Tungray Science & Technology Development Co. Ltd

 

Address: West End Road, Binhe North Road, Cross-strait Agricultural Cooperation Pilot Zone, Pingdu City, Qingdao north

 

Party B: China Construction Bank Co. Ltd. Pingdu Branch

 

Address: No.187, Renmin Road, Pingdu City

 

The above service address is applicable to all litigation stages of first instance, second instance, retrial and execution. If the relevant litigation / arbitration documents shall be served at the above address, and are returned due to no receipt or rejection, etc., the date of return shall be the date of service. If there is any change in the above service address, the changing party must notify the other parties in writing within 5 days after the change, otherwise, the delivery at the above address shall still be valid, and the party that fails to timely notify the change shall bear the law arising therefrom fruit

 

(III) 1. The price and the cost under this contract are including VAT Price, unless otherwise agreed upon by the parties.

 

  

 

 

2.       Invoice

 

2.1     Party B shall issue invoices in accordance with Item (1) below:

 

(1)           If Party A requests for invoicing, Party B shall receive the payment from Party A according to law

 

Issue a VAT invoice for the current amount paid.

 

(2)           Other agreements: none

 

2.2     Invoice information provided by Party A

 

Company name (full name): China Construction Bank Co. Ltd. Pingdu Branch

 

Taxpayer identification number: 913702830690827452

 

Bank account: 802590200526382 Bank: Pingdu Branch, Bank of Qingdao

 

Address: No.28, Binhe North Road, Nancun Town, Pingdu City, Qingdao Tel: 86637998

 

2.3    In case of the need to become invalid invoices or issue red-letter invoices, Party A shall follow

 

Party B requires timely assistance. Due to party A, the invoice cannot be cancelled or the red letters can be issued

 

In case of invoice, Party A shall compensate Party B for all losses, including but not limited to taxes and attachments

 

Add taxes, fines, and late fees.

 

3.       If Party A is an overseas institution of the People's Republic of China, and the price and price under this contract

 

  

 

 

External expenses shall be subject to tax preferences according to laws, regulations, rules or relevant provisions of relevant departments

 

In case of tax filing, Party A shall provide Party B with full and accurate information in time as required by Party B

 

To assist Party B to complete the tax filing and other work."auxiliary word for ordinal numbers

 

Article 9. Statement and warranty of Party A

 

1.       Party A is clearly aware of party B's business scope and authorization authority.

 

2.       Party A has read all the terms of this Contract and the Master Contract. At the request of Party A, Party B

 

Party A has made the corresponding terms of this Contract and the main Contract. Party A to this contract and

 

The meaning of the master contract terms and the corresponding legal consequences are fully understood and fully understood.

 

3.       Party A has the legal qualification to act as a guarantor, and Party A is under this contract

 

The guarantee behavior shall comply with laws, administrative regulations, rules and party A's articles of association or internal organization documents

 

And has been approved by the company's internal authority and / or national authority.

 

All responsibilities arising from Party A's right to sign this Contract shall be borne by Party A, including that

 

  

 

 

Not limited to fully compensating Party B for the losses incurred thereby.

 

4.       Party A confirms the debtor's assets, debts, operation, credit and reputation, whether it has the subject qualification and authority to sign the main contract and the main contract

 

Everything is fully understood.

 

5.       If party a or the debtor does not comply with the relevant environmental and social risk management laws, regulations or rules, or in the construction, production, business activities may bring harm to the environment and society and related risks (including but not limited to and energy consumption, pollution, land,, health, safety, resettlement, ecological protection, energy conservation, emissions reduction, climate change and other related environmental and social issues), party b has the right to exercise the guarantee rights under this contract,

 

And take other remedies as agreed herein or permitted by law.

 

Party A (official seal): Qingdao Day Science and Technology Development Co., LTD

 

Legal representative (person in charge) or authorized agent (signature): /s/  

 

February 7, 2018

 

Party B (official seal): Pingdu Sub-branch of China Construction Bank Co., Ltd

 

Principal or an authorized agent. (sign): /s/  

 

February 7, 2018