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Guaranty Law of the People's Republic of China

  1995-06-30 Order of the President of the People's Republic of China No. 50

  The Guaranty Law of the People's Republic of China, adopted at the 14th Meeting of the Standing1 Committee of the Eighth National People's Congress of the People's Republic of China on June 30, 1995, is hereby promulgated2 and shall enter into force as of October 1, 1995.

  Jiang Zemin

  President of the People's Republic of China

  June 30, 1995

  Content

  Chapter 1 General Provisions

  Chapter 2 Suretyship

  Section 1 Suretyship and Surety

  Section 2 Suretyship Contract and Modes of Suretyship

  Section 3 Suretyship Liability

  Chapter 3 Mortgage

  Section 1 Mortgage and Mortgaged Property

  Section 2 Mortgage Contract and Registration3 of Mortgaged Property

  Section 3 Effect of Mortgage

  Section 4 Enforcement of Mortgage Right

  Section 5 Mortgage of Maximum Amount

  Chapter 4 Pledge

  Section 1 Pledge of Movables

  Section 2 Pledge of Rights

  Chapter 5 Lien4

  Chapter 6 Deposit

  Chapter 7 Supplementary5 Provisions

  Chapter 1 General Provisions

  Article 1

  This Law is enacted6 with a view to promoting the accommodation of funds and the circulation of commodities, ensuring the enforcement of creditor7's rights and developing the socialist8 market economy.

  Article 2

  This Law is enacted with a view to promoting the accommodation of funds and the circulation of commodities, ensuring the enforcement of creditor's rights and developing the socialist market economy.

  Article 3

  In guaranty activities, the principles of equality, voluntariness, fairness, honesty and credibility shall be observed.

  Article 4

  Where a third party provides a guaranty to creditor for a debtor9, the third party may require the debtor to provide him with a counter-guaranty. The provisions on guaranty in this Law shall apply to the counter-guaranty.

  Article 5

  A guaranty contract is an ancillary10 contract of the principal contract. If the principal contract is null and void, the guaranty contract shall be null and void, accordingly. Where it is otherwise agreed in the guaranty contract, such agreement shall prevail. If a guaranty contract is determined11 to be null and void, the debtor, the guarantor or the creditor who is in default shall bear civil liability according to their respective fault.

  Chapter 2 Suretyship

  Section 1 Suretyship and Surety

  Article 6

  Suretyship as used in this Law means an agreement pursuant to which a surety and a creditor agree that the surety shall perform the obligation or bear the liability according to the agreement, when the debtor fails to perform his obligation.

  Article 7

  A legal person, other organization or a citizen capable of assuming debts may act as a surety.

  Article 8

  No State organ may act as a surety, except in the case of securing loans, for onlending, from a foreign government or an international economic organization as is approved by the State Council.

  Article 9

  Institutions such as schools, kindergartens and hospitals established for purposes of public welfare, and public organizations may not act as a surety.

  Article 10

  Branches and functioning departments of an enterprise as a legal person may not act as a surety. If a branch of an enterprise as a legal person has a power of attorney from the legal person, it may provide a suretyship within the scope of authority.

  Article 11

  No organization or individual may compel a bank or another financial institution or an enterprise to provide a suretyship for another; a bank or another financial institution or an enterprise shall have the right to refuse to provide suretyship for another.

  Article 12

  Where there are two or more sureties for one obligation, the sureties shall undertake suretyship liability according to their proportion of suretyship agreed in the suretyship contract. In the absence of an agreement on the proportion of suretyship, the sureties shall be jointly13 and severally liable. The creditor may demand any one of the sureties to undertake all suretyship liability, and every surety shall have the obligation to ensure all of the creditor's rights. The surety who has undertaken the suretyship liability shall have the right of recourse against the debtor, or have the right to demand other sureties who are jointly and severally liable to discharge the proportion of obligations which they should respectively assume.

  Section 2 Suretyship Contract and Modes of Suretyship

  Article 13

  A surety and a creditor shall conclude a suretyship contract in writing.

  Article 14

  A surety and a creditor may conclude separate suretyship contracts for a single principal contract, or may reach an agreement to conclude, to the extent of the maximum amount of claim, a single suretyship contract for loan contracts or for certain commodities transaction contracts which successively occur in a given period of time.

  Article 15

  A suretyship contract shall contain the following particulars: (1) the kind and amount of the principal claim guaranteed; (2) the time limit for the debtor to perform the obligation; (3) the modes of suretyship; (4) the scope of the suretyship guaranty; (5) the term of the suretyship; and (6) other matters the parties deem appropriate. If a suretyship contract does not contain all the particulars specified14 in the preceding paragraph, the particulars omitted may be added by amendment15.

  Article 16

  The modes of suretyship include: (1) general suretyship; (2) suretyship of joint12 and several liability.

  Article 17

  A general suretyship refers to a suretyship contract wherein the parties agree that the surety shall undertake suretyship liability in case the debtor defaults. A general suretyship allows the surety to refuse to undertake suretyship liability towards the creditor before a dispute over the principal contract is tried or arbitrated and the obligations are not enforceable even after the debtor's assets have been seized according to law. A surety may not exercise the right provided in the preceding paragraph in any of the following circumstances: (1) The change of the debtor's domicile makes it extremely difficult for the creditor to have the debtor's obligation enforced; (2) A People's Court suspends the enforcement proceedings16 due to its acceptance of the debtor's bankruptcy17 case; or (3) The surety waives18 in writing the right provided in the preceding paragraph.

  Article 18

  A suretyship of joint and several liability refers to a suretyship contract wherein the parties agree that the surety and the debtor shall be jointly and severally liable. Where the debtor of a suretyship of joint and several liability defaults when the time limit for his performance of the obligation provided in the principal contract expires, the creditor may demand that the debtor perform his obligation, or demand that the surety undertake the suretyship liability within the scope of the suretyship agreement.

  Article 19

  In the absence of an agreed or explicitly19 agreed mode of suretyship, the parties shall bear the suretyship liability following the mode of a suretyship of joint and several liability.

  Article 20

  The surety of a general suretyship or a suretyship of joint and several liability shall enjoy the debtor's right of defense20. Where a debtor waives his right of defense against the obligation, the surety shall still enjoy a right of defense. The right of defense means a debtor's right to exercise his right of claim on legal basis against the creditor when the creditor seeks to enforce his rights.

  Section 3 Suretyship Liability

  Article 21

  The scope of the suretyship guaranty includes the principal claim and the interest thereof, default fine, compensation for damage and expenses for enforcing the claim, unless the suretyship contract provides otherwise. In the absence of an agreed or explicitly agreed scope of the suretyship guaranty, the surety shall be liable for payment of all the above costs.

  Article 22

  If a creditor transfers, in accordance with law, his principal claim to a third party during the period of the suretyship, the surety shall continue to be bound by the suretyship contract within the scope of the original suretyship guaranty, unless the suretyship contract provides otherwise.

  Article 23

  Where a creditor permits a debtor to transfer his debts to a third party during the period of the suretyship, a consent in writing shall need to be obtained from the surety; the surety shall no longer be liable if the debts are transferred without his prior consent in writing.

  Article 24

  When a creditor and a debtor agree to alter the principal contract, they shall have to obtain the surety's consent in writing; the surety shall no longer be liable if the contract is altered without his prior consent in writing, unless the suretyship contract provides otherwise.

  Article 25

  If the surety of a general suretyship and the creditor have no agreement on the term of suretyship, the term of suretyship shall be six months from the date of maturity21 of the principal debts. Where the creditor neither files a lawsuit22 against the debtor nor applies for arbitration23 during the term of suretyship agreed in the contract or provided in the preceding paragraph, the surety shall be relieved of the suretyship liability; where the creditor has filed a lawsuit or applied24 for arbitration, the provisions on the interruption of prescription25 shall apply to the term of suretyship.

  Article 26

  Where the surety of a suretyship of joint and several liability and the creditor have no agreement on the term of suretyship, the creditor shall, within six months from the date of maturity of the principal debts, have the right to demand that the surety undertake suretyship liability. If the creditor does not demand that the surety undertake suretyship liability during the term of suretyship agreed in the contract or provided by the preceding paragraph, the surety shall be relieved of the suretyship liability.

  Article 27

  Where in accordance with the provisions of Article 14 of this Law, a surety provides a suretyship to a creditor's claims which successively occur but there is no agreement on the term of the suretyship, the surety may at any time notify in writing the creditor of termination of the suretyship contract, nevertheless, the surety shall be liable for the creditor's claims which vested before the creditor receives the notice.

  Article 28

  Where there are both suretyship and property security for the same claim, the surety shall be liable for the creditor's claim unsecured by the property security. If the creditor waives the property security, the surety shall be relieved of his suretyship liability to the extent of the creditor's waiver.

  Article 29

  If a branch of an enterprise as a legal person concludes a suretyship contract with a creditor without the written authorization26 of the enterprise or beyond the scope of the authorization, the suretyship contract shall be null and void or the part of the contract that is beyond the scope of the authorization shall be null and void . If the creditor and the enterprise as a legal person are both at fault, they shall bear their respective civil liabilities commensurate with their own fault; if the creditor is not at fault, the enterprise as a legal person shall be civilly liable.

  Article 30

  The surety shall not be civilly liable under any of the following circumstances: (1) the parties to the principal contract conspire27 to defraud28 the surety of a suretyship; and (2) the creditor to the principal contract resorts to deception29 or coercion30 to induce or cause the surety to provide a suretyship against its will.

  Article 31

  The surety, after his assumption of the suretyship liability, shall be entitled to recourse against the debtor.

  Article 32

  If the creditor does not seek to enforce his claim after a People's Court's acceptance of the debtor's bankruptcy case, the surety may participate in the distribution of the bankruptcy property and exercise his right of recourse in advance.

  Chapter 3 Mortgage

  Section 1 Mortgage and Mortgaged Property

  Article 33

  Mortgage as used in this Law means that the debtor or a third party secures the creditor's rights with property listed in Article 34 of this Law without transference of its possession. If the debtor defaults, the creditor shall be entitled to convert the property into money to offset31 the debts or have priority in satisfying his claim from the proceeds of auction32 or sale of the property in accordance with the provisions of this Law. The debtor or the third party specified in the preceding paragraph is the mortgagor, the creditor is the mortgagee, and the property provided as security is the mortgaged property.

  Article 34

  The following property may be mortgaged: (1) houses and other things firmly fixed33 on the land which are owned by the mortgagor; (2) machines, means of transport and other property owned by the mortgagor; (3) the land-use right to the State-owned land, State-owned houses and other things firmly fixed on the land which the mortgagor is entitled to dispose of according to law; (4) State-owned machines, means of transport and other property which the mortgagor is entitled to dispose of according to law; (5) the land-use right to barren hills, barren gullies, barren hillocks, waste flood land and other unreclaimed land contracted by the mortgagor according to law and consent for the mortgage of such right is obtained from the party granting the contract; and (6) other property that may be mortgaged according to law. A mortgagor may at the same time mortgage all the property listed in the preceding paragraph.

  Article 35

  The amount of a claim secured by a mortgagor shall not exceed the value of his mortgaged property. If the value of the mortgaged property exceeds that of the claim secured, the surplus may be mortgaged again, but not in excess of the surplus.

  Article 36

  Where houses on State-owned land acquired in accordance with law are mortgaged, the land-use right to the State-owned land occupied by the houses shall be mortgaged at the same time. Where the land-use right to State-owned land acquired by means of granting is mortgaged, the houses on the State-owned land shall be mortgaged at the same time. The land-use right to the land used by a township (town) or village enterprise may not be mortgaged separately. Where factories and other buildings of township (town) or village enterprises are mortgaged, the land-use right to the land occupied by such buildings shall be mortgaged at the same time.

  Article 37

  The following property may not be mortgaged: (1) ownership of the land; (2) the land-use right to the land owned by the collectives such as cultivated land, house sites, private plots and private hills, with the exception of those provided in sub-paragraph (5) of Article 34 and sub-paragraph (3) of Article 36 of this Law; (3) educational facilities, medical and health facilities of schools, kindergartens, hospitals and other institutions or public organizations established in the interest of the public and other facilities in the service of public welfare; (4) property in relation to which the ownership or the right of use is unknown or disputed; (5) property sealed up, distrained or placed under surveillance in accordance with law; or (6) other property which may not be mortgaged as prescribed by law.

  Section 2 Mortgage Contract and Registration of Mortgaged Property

  Article 38

  A mortgagor and a mortgagee shall conclude a mortgage contract in writing.

  Article 39

  A mortgage contract shall include the following particulars: (1) the kind and amount of the principal claim secured; (2) the term in which the debtor performs his obligation; (3) the name, quantity, quality, condition, location, ownership or ownership of the right to the use of the mortgaged property; (4) the scope of the guaranty of mortgage; and (5) other matters the parties deem necessary to include in the contract. If a mortgage contract does not include all the particulars specified in the preceding paragraph, the omissions34 may be added by amendment.

  Article 40

  In concluding a mortgage contract, the mortgagor and the mortgagee may not stipulate35 that the ownership of the mortgaged property shall be transferred to the creditor in case the mortgagee's claim is not satisfied after maturity of the debt.

  Article 41

  Where a party mortgages property provided for in Article 42 of this Law, he shall register the mortgaged property, and the mortgage contract shall become effective as of the date of registration.

  Article 42

  The departments responsible for the registration of mortgaged property are as follows: (1) the land administration departments which verify and issue certificates evidencing the land-use right if the land-use right to the land to which nothing is firmly attached is mortgaged; (2) the departments designated by local people's governments at or above the county level, if urban real estates or factories and other buildings of township (town) or village enterprises are mortgaged; (3) the forestry36 administration departments at or above the county level, if forest trees are mortgaged; (4) the registration departments for means of transport, if aircraft, ships and vehicles are mortgaged; or (5) the administrative37 departments of industry and commerce in the place where the property is located, if the equipment and other movables of enterprises are mortgaged.

  Article 43

  Where a party mortgages other property, he may, of his own will, register the mortgaged property, and the mortgage contract shall become effective as of the date of execution. If a party does not register the mortgaged property, he may not defend against the claims of third party. If a party intends to register the mortgaged property, the notary38 department in the place where the mortgagor resides shall be the registration department.

  Article 44

  To register the mortgaged property, a party shall submit to the registration department the following documents or their duplicates: (1) the principal contract and the mortgage contract; and (2) the certificates evidencing the ownership of or the use right to the mortgaged property.

  Article 45

  Consulting, transcribing39 or duplicating the materials registered with the registration departments shall be permitted.

  Section 3 Effect of Mortgage

  Article 46

  The scope of guaranty of mortgage includes the principal debt and the interest thereof, default fine, compensation for damage and expenses for enforcing the mortgage, unless otherwise provided in the mortgage contract.

  Article 47

  If the mortgaged property is seized by a People's Court because of the debtor's failure to perform his obligation prior to the maturity of the debt, the mortgagee shall, from the date of seizure40, be entitled to collect the natural fruits severed41 from the mortgaged property and the legal fruits which the mortgagor may collect from the mortgaged property. If the mortgagee fails to notify the person who has the obligation to pay legal fruits of the fact that the mortgaged property is seized, the mortgagee's right shall not extend to such fruits. The fruits provided for in the preceding paragraph shall first be used to offset the expenses for collecting the fruits.

  Article 48

  If a mortgagor mortgages leased property, he shall notify the lessee42 of the fact in writing, and the original contract of lease continues in effect.

  Article 49

  If a mortgagor transfers mortgaged property already registered during the period of mortgage, he shall notify the mortgagee and inform the transferee that the transferred property is mortgaged; if the mortgagor fails to notify the mortgagee or inform the transferee of the fact, the transfer shall be null and void. If the proceeds expected from the transfer of the mortgaged property are evidently less than its value, the mortgagee may demand that the mortgagor provide an additional guaranty; if the mortgagor fails to provide the additional guaranty, then he may not transfer the mortgaged property. The proceeds which the mortgagor obtains from the transfer of the mortgaged property shall first be used to liquidate43 the claim secured by the mortgage or it shall be deposited with a third party agreed upon by the mortgagor and the mortgagee. If the proceeds exceed the claim, the balance shall belong to the mortgagor; if the proceeds do not cover the claim, the difference shall be paid by the debtor.

  Article 50

  The right of mortgage may not be separated from the creditor's rights and transferred singly, nor used to secure other creditors44' rights.

  Article 51

  Where a mortgagor's acts are likely to cause the value of the mortgaged property to decline, the mortgagee shall be entitled to demand that the mortgagor cease and deist from such acts. Where the value of the mortgaged property has declined, the mortgagee shall be entitled to demand that the mortgagor restore the original value of the mortgaged property or provide security corresponding to the amount of the lost value. If the mortgagor is not responsible for the decline in the value of the mortgaged property, the mortgagee may only demand that the mortgagor provide security to cover the loss resulting from the decline in value. The part of the mortgaged property whose value has not declined shall continue to serve as guaranty for the creditor's right.

  Article 52

  The right of mortgage shall co-exist with the creditor's right secured. If the creditor's right lapses46, the right of mortgage shall also lapse45.

  Section 4 Enforcement of Mortgage Right

  Article 53

  The mortgagee, who is not paid at the maturity of the obligation, may, through agreement with the mortgagor, be paid out of the proceeds from the conversion47 of the mortgaged property or from the auction or sale of the mortgaged property; if they fail to reach an agreement, the mortgagee may bring a lawsuit in a People's Court. If the proceeds from the conversion of the mortgaged property or the proceeds from the auction or sale thereof exceed the claim, the balance shall be returned to the mortgagor; if the proceeds do not cover the claim, the difference shall be paid by the debtor.

  Article 54

  Where the same property is mortgaged to two or more creditors, the proceeds from the auction or sale of the mortgaged property shall be used for liquidation48 according to the following provisions: (1) Where a mortgage contract takes effect with its registration, the liquidation shall be made in the order of the time of registration of the mortgaged property; if the registration is in the same order, the liquidation shall be made according to the respective proportions of the claims; (2) Where a mortgage contract takes effect on the date of its execution and the mortgaged property is registered, the liquidation shall be made according to the provisions of sub-paragraph (1) of this Article; if the mortgaged property is not registered, the liquidation shall be made in the order of the effective dates of the contracts; if the order of the effective dates is the same, the liquidation shall be made according to the respective proportions of the claims. The claim secured by registered mortgage shall be satisfied prior to the claim secured by unregistered mortgage.

  Article 55

  After the execution of a contract in which urban real estate is mortgaged , the newly-built houses on the land shall not be included in the mortgaged property. Where it is necessary to auction the mortgaged real estate, the newly-built houses on the land may be auctioned49, according to law, together with the mortgaged property, but the mortgagee shall have no right to enjoy the priority of having his claim satisfied with the proceeds from auction of the newly-built houses. Where the land-use right to contracted barren hills is mortgaged or the land-use right to the land occupied by the factories and other buildings of a township (town) or village enterprise is mortgaged in accordance with the provisions of this Law, the collective ownership and the uses of the land may not be altered without following the legal procedure after enforcement of the right of mortgage.

  Article 56

  The mortgagee shall be entitled to the priority of having his claim satisfied with the proceeds from auction of the land-use right to the allocated50 State-owned land after payment of the granting fees for the land-use right.

  Article 57

  The third party who provides guaranty of mortgage for the debtor shall have the right of recourse against the debtor after enforcement of the right of mortgage by the mortgagee.

  Article 58

  The right of mortgage shall lapse due to loss or destruction of the mortgaged property. The compensation obtained for the loss or destruction shall be used as the mortgaged property.

  Section 5 Mortgage of Maximum Amount

  Article 59

  A mortgage of maximum amount as used in this Law means that the mortgaged property shall be used to secure the creditor's claims which occur successively during a given period of time and to the extent of the total amount of the claims, as agreed upon between a mortgagor and a mortgagee.

  Article 60

  A loan contract may be accompanied by a contract of mortgage of maximum amount. The contract executed by a creditor and a debtor for the continuous transaction of a specific commodity in a given period of time may be accompanied by a contract of mortgage of maximum amount.

  Article 61

  The creditor's right to the principal contract secured by a mortgage of maximum amount may not be transferred.

  Article 62

  The provisions of this section plus other provisions of this Chapter shall apply to mortgage of maximum amount.

  Chapter 4 Pledge

  Section 1 Pledge of Movables

  Article 63

  Pledge of movables as used in this Law means that the debtor or a third party transfers the possession of his movables to the creditor as a security for debt. If the debtor defaults, the creditor shall, in accordance with the provisions of this Law, be entitled to convert the property into money as payment of the debt or enjoy priority of having his claim satisfied with the proceeds of auction or sale of the pledged property. The debtor or the third party mentioned in the preceding paragraph shall be the pledgor, the creditor shall be the pledgee, and the movables transferred shall be the pledged property.

  Article 64

  A pledgor and a pledgee shall conclude a pledge contract in writing. A pledge contract shall become effective upon the delivery of the pledged property to the possession of the pledgee.

  Article 65

  A pledge contract shall include the following particulars: (1) the kind and amount of the principal debt secured; (2) the time limit for the debtor to perform his obligation; (3) the name, quantity, quality and condition of the pledged property; (4) the scope of the guaranty of pledge; (5) the time for delivering the pledged property; and (6) other matters the parties deem necessary to include in the contract. If a pledge contract does not contain all the particulars specified in the preceding paragraph, the omissions may be added by amendment.

  Article 66

  A pledgor and a pledgee may not stipulate in the contract that ownership of the pledged property shall be transferred to the pledgee if the obligation is not discharged at its maturity.

  Article 67

  The scope of guaranty of pledge includes the principal claim and the interest thereof, default fine, the compensation for damage, the storage charges and the cost of enforcing the right of the pledge. If otherwise provided for in the pledge contract, the provisions there shall apply.

  Article 68

  The pledgee shall be entitled to collect the fruits derived51 from the pledged property. If otherwise provided for in the pledge contract, the provisions there shall apply. The fruits mentioned in the preceding paragraph shall first be used to pay the expenses for collecting the fruits.

  Article 69

  The pledgee shall have the obligation to maintain the pledged property in good condition. The pledgee shall be civilly liable for the loss or destruction of or damage to the pledged property resulting from his negligence52 in storage. Where the pledgee is unable to maintain the pledged property in good condition and may thus cause loss or destruction of or damage to the pledged property, the pledgor may demand that the pledgee have the pledged property deposited, or demand that his obligation be discharged in advance and the pledged property returned.

  Article 70

  Where there is a possibility for the pledged property to perish or for its value to obviously decline to a point sufficient to impair53 the rights of the pledgee, the pledgee may demand that the pledgor provide additional security in like amount. If the pledgor refuses to provide the additional security, the pledgee may auction or sell the pledged property, and conclude an agreement with the pledgor that the proceeds from the auction or sale shall be used to pay in advance the debt secured or be deposited with a third party as agreed upon with the pledgor.

  Article 71

  Where the debtor performs his obligation at its maturity, or where the pledgor pays, prior to maturity, the debt secured, the pledgee shall return the pledged property. If the pledgee is not paid at the maturity of the obligation, he may conclude an agreement with the pledgor that the pledged property be converted into money in order to pay the debt, or he may auction or sell the said property according to law. Where the money converted from the pledged property or the proceeds from auction or sale exceed the debt secured, the balance shall be paid to the pledgor. Where the money or the proceeds do not cover the whole debt secured, the difference shall be paid by the debtor.

  Article 72

  The third party who secures the obligation of the debtor shall have the right of recourse against the debtor after the pledgee's enforcement of the right of the pledge.

  Article 73

  The right of pledge shall lapse due to loss or destruction of the pledged property. The compensation obtained for the loss or destruction shall be used as the pledged property.

  Article 74

  The right of pledge shall co-exist with the creditor's right secured. When the creditor's right lapses, the right of pledge shall also lapse.

  Section 2 Pledge of Rights

  Article 75

  The following rights may be pledged: (1) bills of exchange, cheques, promissory notes, bonds, certificates of deposit, warehouse54 receipts, bills of lading; (2) shares of stocks or certificates of stocks which are transferable according to law; (3) the rights to exclusive use of trademarks55, the property right among patent rights and copyrights which are transferable according to law; and (4) other rights which may be pledged according to law.

  Article 76

  Where a bill of exchange, cheque, promissory note, bond, certificate of deposit, warehouse receipt or bill of lading is pledged, the document of title shall be delivered to the pledgee within the time limit specified in the pledge contract. The pledge contract shall become effective upon the delivery of the document of title.

  Article 77

  Where a bill of exchange, cheque, promissory note, bond, certificate of deposit warehouse receipt or bill of lading, which carries the date of payment or the date of delivery of goods, is pledged and if the date of its payment or delivery of goods is prior to the time limit for the performance of the obligation, the pledgee may be paid or accept the delivery of the goods before the expiration56 of the time limit for the performance of the obligation, and conclude an agreement with the pledgor that the payment or the goods accepted shall be used to pay in advance the debt secured or be deposited with a third party as agreed upon with the pledgor.

  Article 78

  Where certificates of stock transferable according to law are pledged, the pledgor and the pledgee shall conclude a contract in writing and register the pledge contract with the securities registration authorities. The pledge contract shall become effective on the date of the registration. The certificates of stocks pledged may not be transferred, unless agreed between the pledgor and the pledgee. The proceeds the pledgor obtained from the transfer of the certificates of stocks shall be used to pay in advance the pledgee's claims secured, or be deposited with a third party as agreed upon with the pledgor. Where shares of stocks of a limited liability company are pledged, the relevant provisions of the Company Law governing the transfer of shares shall apply. The pledge contract shall become effective on the date on which the pledge of shares is written into the shareholders57' name-list.

  Article 79

  Where the right to exclusive use of trademarks, the property rights among patent rights and copyrights transferable according to law are pledged, the pledgor and the pledgee shall conclude a contract in writing and register the pledge contract with the administrative department in charge. The pledge contract shall become effective upon registration.

  Article 80

  If a right mentioned in Article 79 of this Law is pledged, the pledgor may not transfer or permit the right to be used by another , unless agreed between the pledgee and the pledgor. The proceeds from the transfer or the use obtained by the pledgor shall be used to pay in advance the pledgee's claims secured or be deposited with a third party as agreed between the pledgor and the pledgee.

  Article 81

  The pledge of rights is governed not only by the provisions of this Section, but also by the provisions of Section 1 of this Chapter.

  Chapter 5 Lien

  Article 82

  "Lien" as used in this Law means that the creditor shall possess the debtor's movables according to the terms of the contract as provided by Article 84 of this Law. If the debtor defaults on his debt, the creditor shall be entitled to retain the property in accordance with the provisions of this Law and to the priority of having the debt paid with the money converted from the property or proceeds from sale or auction of the property.

  Article 83

  The scope of guaranty of lien covers the principal claim and the interest thereof, default fine, compensation for damage, cost of preservation59 of the retained property and expenses for enforcing the lien.

  Article 84

  In the event of any costs arising from a storage, transportation or processing contract, if the debtor defaults, the creditor shall have the right to retain the property. The provisions of the preceding paragraph shall be applicable to other contracts whereby the creditor has the right of retention60 as provided by law. The parties may specify61 in the contract the property that may not be retained.

  Article 85

  Where the retained property can be divided, the value of the part retained shall be equal to the sum of the debt.

  Article 86

  The lien holder58 shall have the obligation to maintain the retained property in good condition. The lien holder shall be civilly liable for loss or destruction of or damage to the retained property resulting from his negligence.

  Article 87

  The creditor and the debtor shall stipulate in the contract that the debtor shall perform his obligation within not less than two months after the creditor takes possession of the debtor's property. If the creditor and the debtor fail to stipulate the same in the contract, the creditor shall, after taking possession of the debtor's property, fix a time limit of two months or more and notify the debtor to perform his obligation within such time limit . If the debtor defaults within the specified time limit, the creditor may convert the retained property into money upon agreement with the debtor, or may auction or sell the retained property according to law. Where the money converted from the retained property or the proceeds from auction or sale exceed the debt secured, their balance shall be paid to the debtor; where the money or proceeds do not cover the entire secured debt; the difference shall be paid by the debtor.

  Article 88

  The right of retention shall lapse due to the following reasons: (1) the creditor's right lapses; or (2) the debtor gives other security which is accepted by the creditor.

  Chapter 6 Deposit

  Article 89

  The parties may agree that one party shall pay a deposit to the other for the security of a debt. After the debtor performs his obligation, the deposit shall either be retained as partial payment or be returned. If the party paying the deposit defaults, he shall have no right to demand the return of the deposit; if the party accepting the deposit defaults, he shall return twice the amount of the deposit.

  Article 90

  The deposit shall be executed in written form. The parties shall specify the time limit for the delivery of the deposit in the deposit contract . The deposit contract shall become effective on the date of the actual delivery of the deposit.

  Article 91

  The amount of the deposit shall be stipulated62 by the parties, but it shall not exceed 20 percent of the amount of the principal contract.

  Chapter 7 Supplementary Provisions

  Article 92

  The "immovables" as used in this Law means land, and houses, forest, tress and other things firmly fixed on the land. The "movables" as used in this Law means things other than the immovables.

  Article 93

  "Suretyship contract", "mortgage contract", "pledge contract" or "deposit contract" as used in this Law may be contract concluded separately in writing that includes the letters and telex63 in the nature of guaranty between the parties, or the guaranty clauses in the principal contract.

  Article 94

  Where the mortgaged property, the pledged property or the retained property is converted into money or sold, the price shall be fixed with reference to the market price.

  Article 95

  Where the Maritime64 Code and other laws have special provisions on guaranty, such provisions shall apply.

  Article 96

  This Law shall be implemented65 as of October 1, 1995.



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1 standing 2hCzgo     
n.持续,地位;adj.永久的,不动的,直立的,不流动的
参考例句:
  • After the earthquake only a few houses were left standing.地震过后只有几幢房屋还立着。
  • They're standing out against any change in the law.他们坚决反对对法律做任何修改。
2 promulgated a4e9ce715ee72e022795b8072a6e618f     
v.宣扬(某事物)( promulgate的过去式和过去分词 );传播;公布;颁布(法令、新法律等)
参考例句:
  • Hence China has promulgated more than 30 relevant laws, statutes and regulations. 中国为此颁布的法律、法规和规章多达30余项。 来自汉英非文学 - 白皮书
  • The shipping industry promulgated a voluntary code. 航运业对自律守则进行了宣传。 来自辞典例句
3 registration ASKzO     
n.登记,注册,挂号
参考例句:
  • Marriage without registration is not recognized by law.法律不承认未登记的婚姻。
  • What's your registration number?你挂的是几号?
4 lien 91lxQ     
n.扣押权,留置权
参考例句:
  • A lien is a type of security over property.留置是一种财产担保。
  • The court granted me a lien on my debtor's property.法庭授予我对我债务人财产的留置权。
5 supplementary 0r6ws     
adj.补充的,附加的
参考例句:
  • There is a supplementary water supply in case the rain supply fails.万一主水源断了,我们另外有供水的地方。
  • A supplementary volume has been published containing the index.附有索引的增补卷已经出版。
6 enacted b0a10ad8fca50ba4217bccb35bc0f2a1     
制定(法律),通过(法案)( enact的过去式和过去分词 )
参考例句:
  • legislation enacted by parliament 由议会通过的法律
  • Outside in the little lobby another scene was begin enacted. 外面的小休息室里又是另一番景象。 来自英汉文学 - 嘉莉妹妹
7 creditor tOkzI     
n.债仅人,债主,贷方
参考例句:
  • The boss assigned his car to his creditor.那工头把自己的小汽车让与了债权人。
  • I had to run away from my creditor whom I made a usurious loan.我借了高利贷不得不四处躲债。
8 socialist jwcws     
n.社会主义者;adj.社会主义的
参考例句:
  • China is a socialist country,and a developing country as well.中国是一个社会主义国家,也是一个发展中国家。
  • His father was an ardent socialist.他父亲是一个热情的社会主义者。
9 debtor bxfxy     
n.借方,债务人
参考例句:
  • He crowded the debtor for payment.他催逼负债人还债。
  • The court granted me a lien on my debtor's property.法庭授予我对我债务人财产的留置权。
10 ancillary EwCzg     
adj.附属的,从属的
参考例句:
  • The transport corps is ancillary to the infantry.运输队是步兵的辅助部队。
  • This is just an ancillary business.这仅仅是一项辅助业务。
11 determined duszmP     
adj.坚定的;有决心的
参考例句:
  • I have determined on going to Tibet after graduation.我已决定毕业后去西藏。
  • He determined to view the rooms behind the office.他决定查看一下办公室后面的房间。
12 joint m3lx4     
adj.联合的,共同的;n.关节,接合处;v.连接,贴合
参考例句:
  • I had a bad fall,which put my shoulder out of joint.我重重地摔了一跤,肩膀脫臼了。
  • We wrote a letter in joint names.我们联名写了封信。
13 jointly jp9zvS     
ad.联合地,共同地
参考例句:
  • Tenants are jointly and severally liable for payment of the rent. 租金由承租人共同且分别承担。
  • She owns the house jointly with her husband. 她和丈夫共同拥有这所房子。
14 specified ZhezwZ     
adj.特定的
参考例句:
  • The architect specified oak for the wood trim. 那位建筑师指定用橡木做木饰条。
  • It is generated by some specified means. 这是由某些未加说明的方法产生的。
15 amendment Mx8zY     
n.改正,修正,改善,修正案
参考例句:
  • The amendment was rejected by 207 voters to 143.这项修正案以207票对143票被否决。
  • The Opposition has tabled an amendment to the bill.反对党已经就该议案提交了一项修正条款。
16 proceedings Wk2zvX     
n.进程,过程,议程;诉讼(程序);公报
参考例句:
  • He was released on bail pending committal proceedings. 他交保获释正在候审。
  • to initiate legal proceedings against sb 对某人提起诉讼
17 bankruptcy fPoyJ     
n.破产;无偿付能力
参考例句:
  • You will have to pull in if you want to escape bankruptcy.如果你想避免破产,就必须节省开支。
  • His firm is just on thin ice of bankruptcy.他的商号正面临破产的危险。
18 waives 3dc42ba6619cb696796fac2e888582eb     
v.宣布放弃( waive的第三人称单数 );搁置;推迟;放弃(权利、要求等)
参考例句:
  • The surety waives in writing the right provided in the preceding paragraph. (三)保证人以书面形式放弃前款规定的权利的。 来自互联网
  • In exchange, the tribe waives claim to similar water rights on non federal and private lands. 作为交换,部落放弃非联邦河私人土地上的类似水权。 来自互联网
19 explicitly JtZz2H     
ad.明确地,显然地
参考例句:
  • The plan does not explicitly endorse the private ownership of land. 该计划没有明确地支持土地私有制。
  • SARA amended section 113 to provide explicitly for a right to contribution. 《最高基金修正与再授权法案》修正了第123条,清楚地规定了分配权。 来自英汉非文学 - 环境法 - 环境法
20 defense AxbxB     
n.防御,保卫;[pl.]防务工事;辩护,答辩
参考例句:
  • The accused has the right to defense.被告人有权获得辩护。
  • The war has impacted the area with military and defense workers.战争使那个地区挤满了军队和防御工程人员。
21 maturity 47nzh     
n.成熟;完成;(支票、债券等)到期
参考例句:
  • These plants ought to reach maturity after five years.这些植物五年后就该长成了。
  • This is the period at which the body attains maturity.这是身体发育成熟的时期。
22 lawsuit A14xy     
n.诉讼,控诉
参考例句:
  • They threatened him with a lawsuit.他们以诉讼威逼他。
  • He was perpetually involving himself in this long lawsuit.他使自己无休止地卷入这场长时间的诉讼。
23 arbitration hNgyh     
n.调停,仲裁
参考例句:
  • The wage disagreement is under arbitration.工资纠纷正在仲裁中。
  • Both sides have agreed that the arbitration will be binding.双方都赞同仲裁具有约束力。
24 applied Tz2zXA     
adj.应用的;v.应用,适用
参考例句:
  • She plans to take a course in applied linguistics.她打算学习应用语言学课程。
  • This cream is best applied to the face at night.这种乳霜最好晚上擦脸用。
25 prescription u1vzA     
n.处方,开药;指示,规定
参考例句:
  • The physician made a prescription against sea- sickness for him.医生给他开了个治晕船的药方。
  • The drug is available on prescription only.这种药只能凭处方购买。
26 authorization wOxyV     
n.授权,委任状
参考例句:
  • Anglers are required to obtain prior authorization from the park keeper.垂钓者必须事先得到公园管理者的许可。
  • You cannot take a day off without authorization.未经批准你不得休假。
27 conspire 8pXzF     
v.密谋,(事件等)巧合,共同导致
参考例句:
  • They'd conspired to overthrow the government.他们曾经密谋推翻政府。
  • History and geography have conspired to bring Greece to a moment of decision.历史和地理因素共同将希腊推至作出抉择的紧要关头。
28 defraud Em9zu     
vt.欺骗,欺诈
参考例句:
  • He passed himself off as the managing director to defraud the bank.他假冒总经理的名义诈骗银行。
  • He is implicated in the scheme to defraud the government.他卷入了这起欺骗政府的阴谋。
29 deception vnWzO     
n.欺骗,欺诈;骗局,诡计
参考例句:
  • He admitted conspiring to obtain property by deception.他承认曾与人合谋骗取财产。
  • He was jailed for two years for fraud and deception.他因为诈骗和欺诈入狱服刑两年。
30 coercion aOdzd     
n.强制,高压统治
参考例句:
  • Neither trickery nor coercion is used to secure confessions.既不诱供也不逼供。
  • He paid the money under coercion.他被迫付钱。
31 offset mIZx8     
n.分支,补偿;v.抵消,补偿
参考例句:
  • Their wage increases would be offset by higher prices.他们增加的工资会被物价上涨所抵消。
  • He put up his prices to offset the increased cost of materials.他提高了售价以补偿材料成本的增加。
32 auction 3uVzy     
n.拍卖;拍卖会;vt.拍卖
参考例句:
  • They've put the contents of their house up for auction.他们把房子里的东西全都拿去拍卖了。
  • They bought a new minibus with the proceeds from the auction.他们用拍卖得来的钱买了一辆新面包车。
33 fixed JsKzzj     
adj.固定的,不变的,准备好的;(计算机)固定的
参考例句:
  • Have you two fixed on a date for the wedding yet?你们俩选定婚期了吗?
  • Once the aim is fixed,we should not change it arbitrarily.目标一旦确定,我们就不应该随意改变。
34 omissions 1022349b4bcb447934fb49084c887af2     
n.省略( omission的名词复数 );删节;遗漏;略去或漏掉的事(或人)
参考例句:
  • In spite of careful checking, there are still omissions. 饶这么细心核对,还是有遗漏。 来自《现代汉英综合大词典》
  • It has many omissions; even so, it is quite a useful reference book. 那本书有许多遗漏之处,即使如此,尚不失为一本有用的参考书。 来自《现代汉英综合大词典》
35 stipulate shhyP     
vt.规定,(作为条件)讲定,保证
参考例句:
  • International rules stipulate the number of foreign entrants.国际规则规定了外国参赛者的人数。
  • Some manufacturers stipulate the price at which their goods are to be sold.有些制造商规定出售他们生产的商品的价格。
36 forestry 8iBxk     
n.森林学;林业
参考例句:
  • At present, the Chinese forestry is being at a significant transforming period. 当前, 我国的林业正处于一个重大的转折时期。
  • Anhua is one of the key forestry counties in Hunan province. 安化县是湖南省重点林区县之一。
37 administrative fzDzkc     
adj.行政的,管理的
参考例句:
  • The administrative burden must be lifted from local government.必须解除地方政府的行政负担。
  • He regarded all these administrative details as beneath his notice.他认为行政管理上的这些琐事都不值一顾。
38 notary svnyj     
n.公证人,公证员
参考例句:
  • She is the town clerk and a certified public accountant and notary public.她身兼城镇文书、执业会计师和公证人数职。
  • That notary is authorised to perform the certain legal functions.公证人被授权执行某些法律职能。
39 transcribing 9e8eef96caa991ed909d7b3157447fe1     
(用不同的录音手段)转录( transcribe的现在分词 ); 改编(乐曲)(以适应他种乐器或声部); 抄写; 用音标标出(声音)
参考例句:
  • They continue to remove molecules until the cell stops transcribing the gene. 他们继续除去分子,直到细胞不再转录基因为止。
  • Q: Can I use Voice-to-Text software to help with the transcribing? 问:我能使用声音-到-本文的软件帮助转换吗?
40 seizure FsSyO     
n.没收;占有;抵押
参考例句:
  • The seizure of contraband is made by customs.那些走私品是被海关没收的。
  • The courts ordered the seizure of all her property.法院下令查封她所有的财产。
41 severed 832a75b146a8d9eacac9030fd16c0222     
v.切断,断绝( sever的过去式和过去分词 );断,裂
参考例句:
  • The doctor said I'd severed a vessel in my leg. 医生说我割断了腿上的一根血管。 来自《简明英汉词典》
  • We have severed diplomatic relations with that country. 我们与那个国家断绝了外交关系。 来自《简明英汉词典》
42 lessee H9szP     
n.(房地产的)租户
参考例句:
  • The lessor can evict the lessee for failure to pay rent.出租人可驱逐不付租金的承租人。
  • The lessee will be asked to fill in a leasing application.租赁人要求填写一张租赁申请。
43 liquidate I3OyM     
v.偿付,清算,扫除;整理,破产
参考例句:
  • A unanimous vote was taken to liquidate the company.全体投票一致通过停业清理公司。
  • They have not hesitated in the past to liquidate their rivals.过去他们曾毫不犹豫地铲除对手。
44 creditors 6cb54c34971e9a505f7a0572f600684b     
n.债权人,债主( creditor的名词复数 )
参考例句:
  • They agreed to repay their creditors over a period of three years. 他们同意3年内向债主还清欠款。 来自《简明英汉词典》
  • Creditors could obtain a writ for the arrest of their debtors. 债权人可以获得逮捕债务人的令状。 来自《简明英汉词典》
45 lapse t2lxL     
n.过失,流逝,失效,抛弃信仰,间隔;vi.堕落,停止,失效,流逝;vt.使失效
参考例句:
  • The incident was being seen as a serious security lapse.这一事故被看作是一次严重的安全疏忽。
  • I had a lapse of memory.我记错了。
46 lapses 43ecf1ab71734d38301e2287a6e458dc     
n.失误,过失( lapse的名词复数 );小毛病;行为失检;偏离正道v.退步( lapse的第三人称单数 );陷入;倒退;丧失
参考例句:
  • He sometimes lapses from good behavior. 他有时行为失检。 来自辞典例句
  • He could forgive attacks of nerves, panic, bad unexplainable actions, all sorts of lapses. 他可以宽恕突然发作的歇斯底里,惊慌失措,恶劣的莫名其妙的动作,各种各样的失误。 来自辞典例句
47 conversion UZPyI     
n.转化,转换,转变
参考例句:
  • He underwent quite a conversion.他彻底变了。
  • Waste conversion is a part of the production process.废物处理是生产过程的一个组成部分。
48 liquidation E0bxf     
n.清算,停止营业
参考例句:
  • The bankrupt company went into liquidation.这家破产公司停业清盘。
  • He lost all he possessed when his company was put into liquidation.当公司被清算结业时他失去了拥有的一切。
49 auctioned 1a9ab53832945db108ff2919e21fccc6     
v.拍卖( auction的过去式和过去分词 )
参考例句:
  • It was sad to see all grandmother's lovely things being auctioned off. 眼看着祖母那些可爱的东西全都被拍卖掉,心里真不好受。 来自《简明英汉词典》
  • TV franchises will be auctioned to the highest bidder. 电视特许经营权将拍卖给出价最高的投标人。 来自《简明英汉词典》
50 allocated 01868918c8cec5bc8773e98ae11a0f54     
adj. 分配的 动词allocate的过去式和过去分词
参考例句:
  • The Ford Foundation allocated millions of dollars for cancer research. 福特基金会拨款数百万美元用于癌症研究。
  • More funds will now be allocated to charitable organizations. 现在会拨更多的资金给慈善组织。
51 derived 6cddb7353e699051a384686b6b3ff1e2     
vi.起源;由来;衍生;导出v.得到( derive的过去式和过去分词 );(从…中)得到获得;源于;(从…中)提取
参考例句:
  • Many English words are derived from Latin and Greek. 英语很多词源出于拉丁文和希腊文。 来自《简明英汉词典》
  • He derived his enthusiasm for literature from his father. 他对文学的爱好是受他父亲的影响。 来自《简明英汉词典》
52 negligence IjQyI     
n.疏忽,玩忽,粗心大意
参考例句:
  • They charged him with negligence of duty.他们指责他玩忽职守。
  • The traffic accident was allegedly due to negligence.这次车祸据说是由于疏忽造成的。
53 impair Ia4x2     
v.损害,损伤;削弱,减少
参考例句:
  • Loud noise can impair your hearing.巨大的噪音有损听觉。
  • It can not impair the intellectual vigor of the young.这不能磨灭青年人思想活力。
54 warehouse 6h7wZ     
n.仓库;vt.存入仓库
参考例句:
  • We freighted the goods to the warehouse by truck.我们用卡车把货物运到仓库。
  • The manager wants to clear off the old stocks in the warehouse.经理想把仓库里积压的存货处理掉。
55 trademarks 3d5cfd3d5e627e33b27fadb6b405a1dd     
n.(注册)商标( trademark的名词复数 );(人的行为或衣着的)特征,标记
参考例句:
  • Motrin and Nuprin are trademarks of brands of ibuprofen tablets. Nuprin和Motrin均是布洛芬的商标。 来自《简明英汉词典》
  • Many goods in China have the trademarks of a panda. 中国的许多商品都带有熊猫的商标。 来自《简明英汉词典》
56 expiration bmSxA     
n.终结,期满,呼气,呼出物
参考例句:
  • Can I have your credit card number followed by the expiration date?能告诉我你的信用卡号码和它的到期日吗?
  • This contract shall be terminated on the expiration date.劳动合同期满,即行终止。
57 shareholders 7d3b0484233cf39bc3f4e3ebf97e69fe     
n.股东( shareholder的名词复数 )
参考例句:
  • The meeting was attended by 90% of shareholders. 90%的股东出席了会议。
  • the company's fiduciary duty to its shareholders 公司对股东负有的受托责任
58 holder wc4xq     
n.持有者,占有者;(台,架等)支持物
参考例句:
  • The holder of the office of chairman is reponsible for arranging meetings.担任主席职位的人负责安排会议。
  • That runner is the holder of the world record for the hundred-yard dash.那位运动员是一百码赛跑世界纪录的保持者。
59 preservation glnzYU     
n.保护,维护,保存,保留,保持
参考例句:
  • The police are responsible for the preservation of law and order.警察负责维持法律与秩序。
  • The picture is in an excellent state of preservation.这幅画保存得极为完好。
60 retention HBazK     
n.保留,保持,保持力,记忆力
参考例句:
  • They advocate the retention of our nuclear power plants.他们主张保留我们的核电厂。
  • His retention of energy at this hour is really surprising.人们惊叹他在这个时候还能保持如此旺盛的精力。
61 specify evTwm     
vt.指定,详细说明
参考例句:
  • We should specify a time and a place for the meeting.我们应指定会议的时间和地点。
  • Please specify what you will do.请你详述一下你将做什么。
62 stipulated 5203a115be4ee8baf068f04729d1e207     
vt.& vi.规定;约定adj.[法]合同规定的
参考例句:
  • A delivery date is stipulated in the contract. 合同中规定了交货日期。
  • Yes, I think that's what we stipulated. 对呀,我想那是我们所订定的。 来自辞典例句
63 telex kpHwn     
n.用户电报,直通专用电传
参考例句:
  • I shall send you the information by telex.我将用电传把这一信息给你传来。
  • He rushed in with an urgent telex from Hong Kong.他手里拿着一份香港发来的紧急电传冲了进来。
64 maritime 62yyA     
adj.海的,海事的,航海的,近海的,沿海的
参考例句:
  • Many maritime people are fishermen.许多居于海滨的人是渔夫。
  • The temperature change in winter is less in maritime areas.冬季沿海的温差较小。
65 implemented a0211e5272f6fc75ac06e2d62558aff0     
v.实现( implement的过去式和过去分词 );执行;贯彻;使生效
参考例句:
  • This agreement, if not implemented, is a mere scrap of paper. 这个协定如不执行只不过是一纸空文。 来自《现代汉英综合大词典》
  • The economy is in danger of collapse unless far-reaching reforms are implemented. 如果不实施影响深远的改革,经济就面临崩溃的危险。 来自辞典例句
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