Guarantor: AAA Corporation.
Address: _________.
Postal Code: _________.
Legal Representative: _________.
Correspondent Bank: Bank of _________.
Account No: _________.
Guarantee: BBB Limited.
Address: _________.
Legal Representative: _________.
Telephone No.: _________.
Correspondent Bank: Bank of _________.
Account No: _________.
WHEREAS:
1. In accordance with the "Administrative Regulations for Corporate Bonds", and approved by the State Planning and Development Commission (Approval No. _________), the bond issuer, CCC Company Limited (the "Issuer"), issued _________ of "AAA Bond, _________(YEAR)" due in _________(YEAR) (the "Bonds");
2. The aforesaid bond issue is guaranteed by BBB Limited, a company and subsisting legal entity established in accordance with relevant laws of Hong Kong Special Administrative Region of the People's Republic of China ("China, Hong Kong"), which has the legal right to provide guarantee for the Bonds issued in accordance with "Administrative Regulations for Corporate Bonds" and "Guarantee Law of the People's Republic of China" and other relevant laws and regulations, and issued a joint and irrevocable guarantee for the performance of the Bonds (the "Guarantee Letter from BBB Limited for CCC Company Limited");
3. AAA Corporation is a legal entity under the laws of the People's Republic of China, which has the legal right to provide guarantee in accordance with "Guarantee Law of the People's Republic of China" and other relevant laws and regulations;
4. Upon the issuance of this Letter of Guarantee, AAA Corporation has undergone fair disclosure of relevant information in accordance with laws of the People's Republic of China, and has the ability to fulfill the obligations of this Letter of Guarantee.
In accordance with obligations set in the "Guarantee Letter from BBB Limited for CCC Company Limited", AAA Corporation hereby undertakes an unconditional and irrevocable guarantee for the due performance of the Bonds:
1. Scope of Guarantee
The scope of guarantee of AAA Corporation is: obligations undertook by BBB Limited for the issuance and repayment of the Bonds in accordance with the "Guarantee Letter from BBB Limited for CCC Company Limited".
2. Way of Guarantee
AAA Corporation undertakes a joint guarantee for the performance of the Bonds.
3. Undertaking of Obligations of Guarantee
Within the period of guarantee set in article 4 hereunder, if the Issuer, CCC Company Limited, is unable to pay the principal and any interest of the Bonds that are due and payable in accordance with the issue terms and conditions of the "Articles of Issuance of AAA Bond, _________(YEAR)" set for the issuance of the Bonds and approved by the State Planning and Development Commission; and BBB Limited is unable to perform its guaranteed obligations for the Bonds, AAA Corporation shall undertake the obligations in accordance with relevant laws, regulations and articles of this Letter of Guarantee.
After AAA Corporation performed its obligations as set in this Letter of Guarantee, BBB Limited shall recourse the Issuer by all necessary means, AAA Corporation has the right of priority for repayment over amount of money recourse by BBB Limited from the Issuer or other assets.
AAA Corporation has the right to recourse directly from BBB Limited and the Issuer whenever deems fit.
4. Period of Guarantee
The period of guarantee of AAA Corporation is the same as the period of guarantee of BBB Limited as set in the "Guarantee Letter from BBB Limited for CCC Company Limited", i.e., from the first interest payment date of the Bonds to one day before the expiry date of the Bonds in the next calendar year. Not asking AAA Corporation to perform its obligations during this period by BBB Limited will deem as waiver of the obligations of AAA Corporation.
5. Disclosure of Information
AAA Corporation shall disclose related information in accordance with legal requirements of the People's Republic of China.
6. Governing Law
AAA Corporation hereby confirms, this Letter of Guarantee shall be governed by, and construed in accordance with, the laws of the People's Republic of China.
7. Amendment of Issuing Terms of the Bonds
Application for amendments of interest rate, period, payments for principal and interest of the Bonds from the Issuer must have prior written approval from AAA Corporation. Upon approval of amendments by related state authorities, AAA Corporation will continue to undertake the obligations of this Letter of Guarantee.
8. Commencement Date of this Letter of Guarantee
Upon approval from related regulatory authorities, this Letter of Guarantee will be effective from the date of issuance of the Bonds. If the Bonds are not issued within six months after the execution of this Letter of Guarantee, this Letter of Guarantee will automatically be revoked. Unless expressly aforementioned in this article, this Letter of Guarantee shall not be amended or revoked during the period of guarantee specified in article 4 herein.
Guarantor: _________ AAA Corporation
Legal Representative
Or Authorized Representative: _________
_________,_________,_________(M,D,Y).
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