2. Address: xxxxx

3. The respondent's reply to the execution objection of XX Co., Ltd. (hereinafter referred to as the company) is as follows:

4. The guarantee provided by the company for XX is valid. According to the agreement in the letter of commitment, the company is willing to bear the debt of XX, which has constituted a debt commitment.

5. First of all, the official seal on the guarantee is stamped by the legal representative of the company, XX. Relative to XX, the respondent is an outsider of the company, and the generation process of the letter of guarantee is an internal behavior of the company. Obviously, it is impossible for the respondent to know whether the guarantee has been approved by the company's general meeting of shareholders.

Article 16 of the Company Law stipulates: "The guarantee provided by a company to other enterprises shall be decided by the board of directors, shareholders' meeting or shareholders' meeting in accordance with the provisions of the company's articles of association. Where the articles of association have limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, they shall not exceed the prescribed limits.

6. Where the company provides guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting. However, the provisions in 16 are internal requirements of the company, and it is hoped that the company will be particularly cautious when providing guarantees for others to avoid losses to the company due to careless guarantees.

It is far-fetched to interpret the provisions of article 16 as mandatory provisions on the effectiveness of the guarantee. In fact, the provision of 16 is not to standardize the company's external guarantee behavior, but to standardize the company's internal decision-making procedures on guarantee. Therefore, from the perspective of legislative purposes, the provisions of article 16 belong to administrative provisions, not mandatory provisions.

7. To say the least, even if the guarantee is invalid as said by XX Company, the respondent cannot know whether the general meeting of shareholders participated in the guarantee generation process. When obtaining the letter of guarantee, the legal representative of the company stamped the letter of guarantee and the major shareholder XX, who accounts for 80% of the company's shares, signed it. Therefore, in terms of form, the respondent can completely confirm that the guarantee provided by XX is qualified.

8. According to Article 7 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Guarantee Law of People's Republic of China (PRC), "If the main contract is valid, the guarantee contract is invalid, and the creditor is not at fault, the guarantor and the debtor shall be jointly and severally liable for the economic losses of the creditor of the main contract; If the creditor or the guarantor is at fault, the part that the guarantor bears civil liability shall not exceed half of the part that the debtor cannot pay off. "

Accordingly, based on the fact that it is impossible for the respondent to know the generation process of the letter of guarantee, and the respondent has witnessed the seal of the legal representative of the company and the signature of Jiang Wei, the respondent has always played the role of a bona fide third party to the internal behavior of the company, and there is no fault. Therefore, even if the guarantee is invalid, the respondent is not at fault as a bona fide third party. According to the aforementioned legal provisions, the guarantor (company) and the debtor (XX) are jointly and severally liable for the economic losses of the creditors of the main contract, that is, the ineffectiveness of the guarantee emphasizes the internal invalidity and does not affect the effectiveness of the company's external guarantee.

9. Secondly, the letter of commitment (201210/0/20 October) was formed after the letter of guarantee (2012 September). From the time point of view, the letter of commitment is the follow-up of the letter of guarantee. As a responsible company, even if it is found that the guarantee has not been passed by the shareholders' meeting, it should be confirmed by the shareholders' meeting in time that the guarantee is invalid.

However, the company did not confirm that the guarantee was invalid, but ratified it in the form of a letter of commitment. At the same time, the company clearly expressed its willingness to bear Jiang X's debt in the commitment letter, so it can be concluded that the company has borne Jiang X's debt through the commitment letter, that is, the debt commitment. As for the company's claim that the guarantee is invalid, it just shirks the responsibility of repayment. Therefore, the respondent believes that the ratification of the letter of commitment once again proves that the letter of guarantee previously made by the company is effective.

10, respondent: xxx.

1 1, x year x month x day