Respondent: Company A, domiciled at No. XXXXX, Luqiao District, Taizhou City.

Legal representative: XXX, General Manager.

The respondent hereby submits the following defense opinions in the case of a dispute over the right of recovery between the respondent B, C, and the original defendant D Company (hereinafter referred to as D Company):

1、 The delivery method adopted by the original trial court complies with the provisions of the law.

The respondent believes that the service method used by the original trial court during the trial process of the case is reasonable and legal. The Court of First Instance first used the method of mail service. The mail address was the registered residence of the two respondents. However, after multiple deliveries by the sending authority, the service could not be delivered normally. On this basis, after receiving the returned mail from the post office, the people's court can only use the method of public announcement service, which is in line with the provisions of the Civil Procedure Law on public announcement service and also in line with common sense.

2、 The respondent has the right to exercise the right of guarantee and recovery from Company D in accordance with the law, and the two defendants shall bear joint and several liability.

Company D has raised a total of 2.6 million yuan in external debt guaranteed by the respondent, which has been confirmed by multiple effective legal documents. The respondent will not elaborate further. At the same time, the evidence provided by the respondent and the proofs of various creditors are sufficient to confirm that the respondent has undertaken a guarantee liability of 2.118 million yuan for Company D. According to Article 31 of the Guarantee Law, the respondent has the right to exercise the right of recourse against Company D after assuming the guarantee liability.

The two defendants, as the controlling shareholders of Company D, failed to establish a liquidation team within the legally prescribed time limit after the company's business license was revoked due to legal reasons for dissolution, and have not yet carried out liquidation. They should bear joint and several liability for liquidated damages that cannot be liquidated in accordance with the law.

3、 The defendant's right to guarantee and recover has not exceeded the statute of limitations.

According to the General Principles of the Civil Law, the statute of limitations for litigation shall be calculated for two years from the date of knowing that the right has been infringed. At the same time, Article 42 (2) of the Interpretation of the Guarantee Law also stipulates that the statute of limitations for the guarantor to exercise the right of recourse against the debtor shall be calculated from the date when the guarantor assumes the guarantee responsibility to the creditor. The respondent believes that regardless of which clause to interpret, the respondent's right to guarantee and recover has not exceeded the statute of limitations.

1. Regarding the determination of the date when one's rights are infringed upon. The time span of this case is relatively large, but it also reflects from one aspect that the respondent is unable to determine whether their rights have been violated and the specific consequences of the infringement. The actual situation of this case is that Company D has not been liquidated, and the respondent cannot know whether Company D has the ability to pay the corresponding debts or whether there is property available for execution. On the basis of this understanding, the respondent adopted the method of continuous payment when assuming the guarantee responsibility, which was due to the consideration of not being able to determine the specific loss. Therefore, the respondent believes that the statute of limitations in this case should be calculated from the date of determining the specific losses. Until today, various creditors are still continuously demanding payment from the defendant in different ways, and the guarantee responsibility that the defendant will ultimately bear has not been determined. Obviously, the defendant's right to recover will not exceed the statute of limitations.

2. The understanding of "assuming warranty responsibility". The Interpretation of the Guarantee Law stipulates that the statute of limitations for the right of recourse shall be calculated from the date when the guarantor "assumes the guarantee responsibility" to the creditor. How to understand the expression "assuming guarantee responsibility" will directly affect the determination of the statute of limitations for litigation. The respondent believes that whether considered from the literal terms of the article or from the legislative spirit, practical operation, etc., this expression should be understood as "fully fulfilling all guarantee responsibilities".

First of all, literally, the "guarantee liability" in "undertaking guarantee liability" should itself include the principal and interest of the principal debt, as well as the agreed cost of realizing the creditor's rights, related litigation costs, execution costs and a series of liabilities that should be borne by the guarantor according to law. Until it is fully fulfilled, the guarantor cannot be deemed to have "assumed the guarantee responsibility".

Secondly, understand it from the perspective of legislative spirit. The guarantor's liability is based on the guarantee provided to the debtor, and the guarantor has only obligations and no rights in this legal relationship. Therefore, the respondent believes that the legislative intent of the relevant provisions on the right of recourse is to balance the rights and obligations of both parties and protect the rights of the guarantor. If the guarantee liability for installment and multiple performance is calculated from the date of performance, it is obviously not conducive to protecting the rights of the guarantor and goes against the original intention of legislation. At the same time, the "Provisions of the Supreme Court on Several Issues Concerning the Application of the Litigation Limitation System in the Trial of Civil Cases" also makes clear provisions for similar situations: "If the parties agree to perform the same debt in installments, the litigation limitation period shall be calculated from the date of the expiration of the last performance period." Although this provision has a prerequisite for "the parties agree to perform the same debt in installments, But its legislative spirit is consistent with the relevant provisions of the Interpretation of the Guarantee Law.

Finally, from the perspective of judicial practice, "assuming guarantee responsibility" should also be understood as "fully fulfilling all guarantee responsibilities". In real life, it is common for the guarantor to fulfill the guarantee responsibility in installments and multiple times. In such a situation, if the guarantor is required to calculate the statute of limitations separately based on the performance of each period, it will inevitably result in the guarantor having to file multiple lawsuits in order to sue within the statute of limitations. In this way, not only will it cause unnecessary litigation burden to the parties, but it will also cause unnecessary waste of judicial resources.

In summary, the respondent believes that the respondent has the right to exercise the right of recourse against Company D and that the respondent's right of recourse is still within the time limit. The two defendants should bear joint and several liability for repayment in accordance with the law, and requests the people's court to reject the respondent's request.

Defendant: Company A

September 2, 2013