最高额保证担保书

本人___________，身份证号码：_______________________，现为_____________________公司的法定代表人。对_____________________公司于_______年____月____日至_______年____月____日期间向江门市朗达集团有限公司购买款，本人愿意为_____________________公司拖欠的货款提供最高额保证担保，对此期间内发生的所有货款承担连带责任，担保期间至合同期满后两年，即_______年____月____日止，最高额保证担保的额度为____________万元。

本人承诺本保证为不可撤消之保证。如主合同（买卖合同）无效不影响本保证合同的效力。

附本人身份证复印件一份（签字）

担保人（签字按印）：

（公司公章）：

20 年 月 日

 

第二篇：最高额不可撤销担保书 英文版

English translation for reference only. Should there be any inconsistency between the Chinese and English versions, the Chinese version shall prevail.

Irrevocable Guarantee of Maximum amount

Number:

To: China Merchants Bank Co.,Ltd (Hereinafter referred to as Party A)

Whereas

Party A company (hereinafter referred to as the “Credit Applicant”) signed No. Credit Awarding Agreement (hereinafter referred to as “Agreement”) (YY/MM/DD). According to the Agreement, between (YY/MM/DD) and (YY/MM/DD) the credit awarding period (hereinafter referred to as “Credit awarding Period”), your bank shall provide the credit line of total amount 50 mm RMB (including the equivalent of other currency) (hereinafter referred to as “Credit Line”).

Upon request of the Credit Applicant, we, as being guarantor, agree to issue this guarantee letter in favor of the beneficiary for the Credit Applicant willing to undertake any jointly liabilities of debts in your bank under the following terms and conditions:

Article 1 Guarantee of Maximum Amount

1.1 In the period of credit awarding, Party A shall have to right to provide Credit Applicant loan or other credit warding by several times; Credit Applicant shall have the right to reuse the revolving line of credit by category of line, but not applicable for the One-time line of credit. The amount, duration and concrete uses of per loan or other credit awarding can be stipulated by specific contracts.

Due date of specific business can be later than the due date of credit awarding agreement.

1.2 When the credit period is expired, if there is still balance of provided bank loan, advanced pay or other credit amount, Guarantor shall bear the warranty liability within the stipulated range of guarantee in article 2 of this agreement; If Party A claims for the recourse in according with the provisions under the Agreement or other specific contracts before the maturity of

credit, the guarantor shall bear the warranty liability within stipulated article 2 of this agreement.

1.3 Bank credit business provided by Party A to Credit Applicant during the period of credit awarding, such as trade acceptance, establishment of a letter of credit (including overriding letter of credit, the same below), L/G, letter of shipping guarantee etc. Even though external advances of Party A may not occur before, but indeed happened after the maturity of credit, Credit Applicant shall bear the warranty liability within the stipulated range of security guarantee in Article 2 of this agreement.

1.4 For the renewal agreement or alteration of valid provision upon the duration, interest and amount of specific business during the performance of specific business under Credit Awarding Agreement, or the adjustment of interest rate on the basis of Credit Awarding Agreement and/or specific contracts during the guarantee period. The Credit Applicant shall accept all this with no necessary to obtain the approval of Credit Applicant or notify Credit Applicant, and no effect to the guarantee responsibility of Credit Applicant stipulated by the contract as well.

1.5 If Party A’s received documents in letter of credit operation under Agreement be found to have discrepancy through Party A’s audit , but credit applicant accepted with the discrepancy, Credit Applicant shall also assume the guarantee responsibility with guarantee property for principle and interest of credit in Party A’s external acceptance or payment. Credit Applicant shall not propose the defense, not because of accepting with the discrepancy but without the approval of Credit Applicant or notify Credit Applicant.

1.6 The modification of L/C, L/G (or standby letter of credit), acceptance of letter of credit and extension of time for promised payment at maturity etc. Credit Applicant shall accept all this with no necessary to obtain the approval of Credit Applicant or notify Credit Applicant, and no effect to the guarantee responsibility of Credit Applicant stipulated by the contract as well.

Article 2 Scope of Guarantee

2.1 The security guarantee scope of this Agreement is sum of loan within the line of credit provided to Credit Applicant according to stipulation of Agreement and principal balance of other credit (maximum limit is ). And interest, default interest,

compound interest, penalty, fees to realize creditor’s right and other involved expenses include as well including but not limited to:

2.1.1 The released balance of loan amount and corresponding interest, default interest, compound interest, penalty, and other involved expenses by Party A on the basis of specific contracts under Agreement;

2.1.2 The balance of principle, interest, default interest, compound interest, penalty, and other involved expenses, which has been pay advanced for Credit Applicant in the cause of the performance of Party A’s obligation of payment of Commercial Draft, L/C, L/G and letter of shipping guarantee under Agreement.

2.1.3 Party A’s account receivable creditor's rights transferred from Credit Applicant, and corresponding overdue penalty (late fee) under factoring business. and/or the basic payment for purchase (basic purchasing funds) and relevant expenses of factoring paid by Party A to Credit Applicant;

2.1.4 The balance of principle, interest, default interest, compound interest, penalty, and other involved expenses, which has been pay advanced for Credit Applicant in the cause of the performance of Party A’s obligation of payment of trade financing business under Agreement.

2.1.5 After the establishment of a letter of credit interest requested by Credit Applicant, Party A authorizes the branch of CMB bank to open the covering L/C for beneficiary. Balance of debt principle of import documents advance and shipping guarantee and expenses of default interest, compound interest, penalty and other involved expenses for the opening of L/C;

□2.1.6 The original credit awarding agreement No. ( ) signed by and between Party A and Credit Applicant. The part of the unpaid balance in the specific business carried out under the original credit awarding agreement since the execution of this contract. (Tick the box□ in case the provision herein applies.);

2.1.7 Expenses for the enforcement recovery of the Credit Applicant’s debt（including but not limited to attorneys' fees，legal fees, advertising fees, delivery fee and travel expenses etc.）.

2.2 As for revolving line of credit, if the provided loan or other balance of credit exceeds the amount, Credit Applicant shall not bear the warranty liability for the part in excess of the amount, but liability for the loan not yet exceeds credit amount or other balance of credit and interest, default interest, compound interest, penalty and other involved expenses.

Notwithstanding the foregoing, Credit Applicant is clear and definite that: Even though the loan or other balance of credit exceeds the credit amount at a point in time during the credit awarding, but all kinds of balance of credit no yet exceed the sum of credit amount when Party A requires Credit Applicant to assume the warranty liability. Credit Applicant shall not propose the defense with aforesaid provisions, but bear the jointly liability for all balance of credit and interest, default interest, compound interest, penalty and other relevant expenses etc.（subject to the clause of Art.2.1）

Article 3 Method of Guarantee

The Guarantor shall bear economical and legal liabilities of credit applicant in the range of guarantee stipulated in Article 2. Party A shall have the right to claim to the guarantor directly with no necessary of prior of claim or make lawsuit to credit applicant, if the credit applicant fails to repay all the loans, advanced pay and the involved interest and relevant expenses according to Agreement and/or specific contract stipulations, or when occurs any breach cases under Agreement and/or any specific contracts.

Even though the credit applicant has already paid the debts under this Agreement while still has mortgage, pledge or other guarantees, Party A still shall enjoy the right to claim for all the debts to guarantor under this Agreement with no necessary of prior disposal of mortgage, pledge or the goods, documents under trading financing and no need claim to the other guarantors first.

The notice of claim from the bank is summative, and the Guarantor has no objections to this. Guarantor agrees to pay all the debts under this Agreement in five days after receiving claim notice from Party A, with no request of any certificates or other documents from Party A. Except otherwise when there happens obvious and major mistake, guarantor accepts that the

claim amount from Party A is correct.

Party A has the right to adopt any manner it considers appropriate, including but no limited to fax, mail, personal delivery, publications on the media etc for the collections from Guarantor.

Article 4 Guarantee Period

Guarantee period means the period from the date of execution of this agreement to expiration time of lawsuit of each credit debt or other financing or the due date of the accounts receivable rights which the bank gives or each advance payment date plus two years under Agreement. For each specific awarded credit extend, guarantee period shall be extended by two more years from expiration date.

Article 5 Independence of Guarantee Letter

The guarantee letter is independent, continuous valid, irrevocable and unconditional without the influence of Agreement; nor any agreement/document signed between Credit Applicant and any person/organization; nor change due to cheat, reorganization, closing, dismission, bankruptcy, audit, consolidation, separation, reform of a company of Credit Applicant; nor the tolerance, grace or postponement in performance of the creditor’s rights and interests of Credit Applicant under Agreement.

Even though, mortgage or guarantor at the same time, thus Party A waives the sequence of mortgages, waives, alters or annuls other mortgage, alters, annuls the liability of guarantor, or Party A requires Credit Applicant to assume the warranty liability first.

Article 6 Guarantor hereby declares and guarantees:

6.1 Guarantor is a lawful established legal person or other organization which has warranty qualifications, or the guarantor is a natural person who has full capacity of civil conduct (ID No.: ), willing to undertake warranty liabilities under Agreement with all what he has or what he has the right to dispose.

6.2 Presented letter of guarantee has been authorized or approved by competent authority such as upper level management /board etc.

6.3 Issuing this letter of guarantee is a true intention of guarantor without any fraud or threat.

6.4 Before expiration date of this guarantee, the guarantor shall undertake the total amount (including translation of foreign currency) no exceeding to owner’s equity of guarantor.

6.5 As per request of Party A, provide timely financial report and with timely manner report to Party A about the guarantor’s major resolution and changes regarding with production, operation and management.

6.6 All the financial reports and documents provided to Party A shall be genuine and legal. The legal representatives of guarantor or other responsible have obligatory duties on this.

6.7 As per request of Party A, issue “ “

6.8 Any commercial registration, organization structure, share holding structure, operation method or financial status changes or debts restructuring, major related transactions shall not affect the legal effects to Guarantor under this agreement. In case it occurs the above mentioned cases which may affect the capabilities of performance of Guarantor, the Guarantor is under obligation to inform Party A immediately.

6.9 Both successor of guarantor or transferee shall be obliged by this Agreement. The guarantor shall not transfer the above obligation without consent of Party A.

6.10 The guarantor fails to repay all the debts under stipulations, Party A has the right to deduct from the bank account which opened at Party A’s bank or entrust other financial institution to deduct from Warrantor’s bank account opened at their institution until all the delayed debts of credit applicant under this Credit Awarding Agreement are settled up.

Article 7 Not deemed to be waiver of the right

The tolerance, grace or postponement in performance of the rights and interests Party A shall enjoy during Credit Awarding Agreement toward any breach of agreement or delay on the part

of Credit Applicant during the validity period of the Agreement shall not damage, influence or restrict all the rights and interests. Party A shall enjoy as the creditor according to the relevant legal provisions, and shall not deemed to be waiver of the right to take action against the existing or future breach of Agreement.

Article 8 Dispute resolution

This Agreement shall be governed under the laws of People's Republic of China.

The disputes arising from the performance of the agreement shall be settled according to the agreed resolution rules of Agreement.

Article 9 Terms

The terms in this Agreement have the same meanings with the stipulation in Agreement, except the clearly dictates otherwise.

Article 10 Notice

The notice and requests etc related to this agreement between Party A and Credit Applicant shall be sent by writing. If delivered by a dedicated person, the relevant documents shall be deemed to have been served upon signing for receipt (in case the addressee refuses to receive the documents, such documents shall be deemed to have served on the date of refusal); if delivered by mail, shall be deemed to have been served seven days after sent out, if delivered by fax, shall be deemed to have been served on the fax machine receiving for receipt.

If Party A requests collections through mass media publics, it shall be deemed to have been served on the date of publication.

Credit Applicant address:

Credit Applicant shall inform the bank in case of changing the contact address, otherwise, it shall undertake all the possible losses incurred thereby.

Article 11 Effectiveness

The agreement shall take effect since the legal representatives/principals or their authorized person sign (or affix seal) and affix the common seal/contract seal.

If the guarantor is a natural person, thus the agreement shall take effect since the sign of the guarantor.

Article 12 Creditor’s right and transfer of accessory right of guarantee

12.1 When Party A transfers all the creditor’s rights to third party under Credit Awarding Agreement, the accessory right of maximum guarantee shall also transferred to the assignee, no matter whether the creditor’s rights to the maximum guarantee are confirmed.

12.2 When Party A transfers part of the creditor’s rights, the right of guarantee transfers partly with it, as the creditor's rights to guarantee in this agreement has been confirmed. Party A shall share the right of guarantee with the assignee (who has been transferred part of the creditor’s rights) by the creditor’s rights that have not yet to be transferred, according to the percentage of amount of the creditor’s rights. When Party A transfers part of the creditor’s rights, the Party A’s right of guarantee transfers partly with it and the maximum amount of Party A’s principal claim secured by original maximum guarantee increases correspondingly (mean the maximum amount of Party A’s principal claim secured by original maximum guarantee deduct the amount of transferred party of creditor’s rights) before the creditor's rights to guarantee in this agreement confirmed. After the part of the principle creditor’s rights that have not yet to be transferred be confirmed. Party A shall share the right of guarantee with the assignee (who has been transferred part of the creditor’s rights) by the creditor’s rights that have not yet to be transferred, according to the percentage of amount of the creditor’s rights.

Article 13 Supplementary Provisions

The agreement comes into three copies, Party A, Credit Applicant and Guarantor hold one copy each, which shall have the same legal effect.

Special tips

All the provisions of the guarantee letter have been explained by Party A. Credit Applicant confirmed to have completely unanimous understanding of provisions with Party A for all the terms and conditions. The bank has proposed Credit Applicant to pay special attention to the relevant provisions on exemption or restriction of the responsibilities of the bank, the rights of the bank enjoys unilaterally, and increase of the responsibility or restriction of rights of Credit Applicant thereof, and obtain comprehensive and accurate understanding thereof.

Guarantor is a legal person or other organization, sign in this section: Credit Applicant:

Legal representative of entrusted agent (sign and seal) Legal address:

Guarantor is a natural person, sign in this section:

Credit Applicant:

Address: