EX-10.16 2 f10k2012ex10xvi_everglory.htm COUNTER GUARANTEE AGREEMENT f10k2012ex10xvi_everglory.htm
Exhibit 10.16
Counter Guarantee Agreement

Party A: Jiangsu Ever-Glory International Enterprises Group Co., Ltd.
Party B: Jiangsu Ever-Glory Apparel Co., Ltd.

Whereas Party A provides assets pledge and joint liability guarantee for Party B to finance with the banks, in order to ensure its legal rights and interests, Party A demands a counter guarantee from Party B.
Both Parties had reached a consensus through amicable negotiations on the above-mentioned counter guarantee and had signed the Agreement with the following contents:
第一条 担保债权
Article One         Rights Guaranteed

The creditor’s rights covered by the Agreement are those of Party A over Party B after the fulfillment of guarantee liability with the banks over principal and interest of the loan , penalty, damage, default interest, principal and interest and expenses in the realization of the creditor’s rights stipulated in all loan agreements and credit agreements signed between Party B and the banks using Party A’s assets pledge and guaranty.

第二条 担保形式
Article Two     Guarantee Form

Party B provides Party A the guarantee in the form of capital mortgage

第三条 担保履行期限
Article Three   Guarantee Fulfillment Term

Party B pays Party A a certain amount of capital mortgage as stipulated within 3 months after the assets being pledged with the banks or the loan / credit agreements being signed with the banks.


第四条  抵押资金金额
Article Four     Amount of Capital Mortgage

The amount of capital mortgage paid by Party B to Party A meets the following requirements:

No less than 70% of the credit line obtained with Party A’s assets pledge or Party A’s credit status.
第五条 担保范围
Article Five         Guarantee Coverage
The coverage of the guarantee by the capital mortgage provided to Party A by Party B is all payments including principal and interest of the loan, interests(including compound interests), default interest, penalty, damage and expenses for realizing the creditor’s rights, made when Party A provides Party B with the pledged assets and the guarantees.

第六条  甲方权利的权利与义务
Article Six        Rights and Liabilities of Party A

Party A enjoys the following rights:
Party A may fulfill its guarantee liability using Party B’s capital mortgage;

In the case Party A having used Party B’s capital mortgage but still could not fulfil its guarantee liability, after the fulfillment of the guarantee liability, Party A has the right to execute the right to subrogation on Party B;


Party A has the following liabilities:

(1)  甲方应为乙方融资提供一切必要的帮助,且不得收取任何额外费用;
Party A provides Party B with all necessary supports in the financing and no extra fees are allowed;

(2) 甲方不得与本合同项下债权分离而单独转让抵押权或以其为其他债权担保。
Party A is not able to be separated from the creditor’s rights under the Agreement and transfer the lien or use it for a guarantee for other creditor’s rights by its own.

(3) 甲方应确保反担保资金的安全,不得用于高风险的投资活动。
Party A ensures the security of the counter guarantee capital, and is not able to use it in any high-risk investments.
第七条  乙方的权利与义务
Article Seven                                Party B’s Rights and Liabilities

Party B enjoys the following rights:

Party B has the right at any time to stop using Party A’s assets pledge and guarantee according to the required financing size of itself, but subject to an advanced notification to Party A.

On confirmation of the formal termination or relief of the loan agreements, credit agreements signed between Party B and the banks taking advantage of Party A’s assets pledge and guarantee, Party A repays Party B in total the capital mortgage amount paid by Party B at the same time of the asset custody.

Party B has the following liabilities:

(1)  乙方应确认甲方的资产只能用于银行融资渠道,不得用于其他用途。
Party B affirms that Party A’s assets is solely used in financing with the banks with no other usage allowed.

(2)  乙方应定期向甲方报送财务报表,以便甲方了解乙方经营情况及资金使用情况。
 Party B produces financial statements to Party A at fixed intervals, in order for Party A to be informed with the operational situation and capital usage at Party B.


第八条 反担保资金利息承担
Article Eight                                Interest Born on Counter Guarantee Capital

In the light of the principle of he bears the interests who uses the capital, Party A pays Party B a interest calculated at the contemporary bank loan interest rate(annual rate 6%).

第九条 效力
Article Nine                                     Effect of the Agreement

The Agreement takes effect when being signed and put stamps on the papers by both Party A and Party B; any invalidation or loss of effectiveness of agreements between Party B and the banks does not affect the effect of the Agreement; any current of future invalidation of the Articles in the Agreement of any parts of the Articles does not affect the effect of remaining Articles or parts of the Articles.

第十条 其他事项
Article Ten Additional

Any matters no solved by the Agreement are to be solved through discussions between both Parties.  
The Agreement is in duplicate and each copy is held by either Party with equal legal effect
Party A: (Stamp)

法定代表人:(签字)/s/ Ruqin Wei                    
Legal Representative: (Signature)
2013          年____4____月____15____日
Year                      Month                    Date

Party B: (Stamp)

法定代表人:(签字)/s/ Jiajun Sun                     
Legal Representative: (Signature)

2013          年____4____月____15____日
Year                      Month                    Date