Unassociated Document


    EXHIBIT
      10.3

     

    


     

    


     

    Date:
      February 5, 2007

     

    


     

    Loan
      Contract 

     

    Between

     

    All
      Borrowers listed on Appendix 1 hereto (“Borrowers”)

     

    And
      

     

    Pan
      Dangyu (“Lender”)

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Contract is entered into on February 5, 2007 by and among: 

     

    
      	
              (1)

            	
              All
                Borrowers listed on Appendix 1 hereto (“Borrowers” ); and
                

            


    

     

    
      	
              (2)

            	
              Pan
                Dangyu, (“Lender”).

            


    

     

    Whereas:

     

    
      
        
          	(1)	
                  Hong
                    Kong Highpower Technology Company Limited (“HK Highpower”) is a company of
                    limited liability registered and incorporated under the laws
                    of Hong Kong.
                    On the date hereof, the authorized share capital of HK Highpower
                    is
                    HK$500,000 divided into 500,000 ordinary shares of HK$1 each,
                    of which,
                    the issued share capital is HK$500,000 divided into 500,000 ordinary
                    shares of HK$1 each; 

                


        

      

    

     

    
      
        
          	(2)	
                  The
                    Lender and other existing shareholders of HK Highpower intend
                    to launch
                    reverse merger with an OTCBB-listed American company. To motivate
                    the
                    employees of HK Highpower (i.e. the Borrowers) to keep on making
                    contributions to HK Highpower, the Lender and other shareholders,
                    i.e. Li
                    Wengliang and Ma Wenwei (“Transferor”) are willing to transfer a number of
                    the shares of HK Highpower to the Borrowers at the price of HK$80.00
                    per
                    share;

                


        

      

    

     

    
      
        
          	(3)	
                  To
                    complete the transfer of shares, the Lender is willing to provide
                    the
                    Borrowers with a total loan of six million Hong Kong Dollars
                    (HK$6,000,000,00) as prescribed herein (as per the amount of
                    loan for each
                    Borrower as listed in Appendix 1 hereto and the provisions on
                    the transfer
                    of shares specified in Appendix 2 hereto). NOW THEREFORE, the
                    parties have
                    entered into this Contract as
                    below:

                


        

      

    

     

    
      	
              1.

            	
              Definitions
                and Interpretation

            


    

     

    
      
        1.01
          Unless
          otherwise stipulated in the context hereof, the following terms shall have
          the
          following meanings: 

      

    

     

    “Loan
      Amount” means six million Hong Kong Dollars (HK$6,000,000,00) of loan provided
      by the Lender for the Borrowers under Article 2 hereof or the loan amount for
      each Borrower as listed in Appendix 1 hereto;

     

    “Events
      of Breach” means any event listed in Article 8.01 hereof; 

     

    “China”
      means the People’s Republic of China (excluding Hong Kong);

     

    “Hong
      Kong” means Hong Kong Special Administrative Region of the People’s Republic of
      China;

     

    “Disposal”
      includes any sale, transfer, donation, exchange, reduction, leasing out, waiver
      of leasing, license, preservation, abandonment, compromise, cancellation of
      mortgage, setup of mortgage, or transaction after giving any option or right
      or
      interest, or any agreement relating to any one of the above. The concept of
      “making disposal” shall be interpreted accordingly;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Debts”
      includes any obligation of paying or repaying the loan (whether present or
      future, actual or contingent debts, or the repayment obligation born in the
      capacity of debtor);

     

    “Laws”
      include common law or customary law and Constitution, treaty, convention,
      decree, law, verdict, regulations, temporary regulations and rules, judgment,
      detailed rules for implementation, orders, award, rules and regulations with
      legal effect, civil law and equity law rules. “Legal” and “illegal” shall also
      be interpreted accordingly; 

     

    “Hong
      Kong Dollars” and “HK$” mean the legal currency of Hong Kong that is in current
      circulation or will be issued at any time in the future;

     

    “American
      Company” means the OTCBB-listed American company that is the object of the
      reverse merger contemplated by the Lender and other HK Highpower shareholders
      through the transfer of HK Highpower shares; 

     

    “Shenzhen
      Highpower” means Shenzhen Highpower Technology Company Limited, a company wholly
      owned by HK Highpower and registered under the laws of China. 

     

    
      
        1.02 
          Unless
          otherwise described in the context, the following term used herein shall
          have
          the following meanings: 

      

    

     

    This
      “Contract” or any other agreement mentioned herein includes any revision,
      supplementation or update made to this Contract and such other agreements from
      time to time;

     

    
      
        1.03 Headings
          are for convenience only and should be disregarded in the interpretation
          hereof.
          Unless otherwise indicated, the conditions and appendixes mentioned herein
          mean
          the conditions hereof and appendixes hereto. 

      

    

     

    
      
        1.04 A
          written
          law includes any revision thereof that will not increase the responsibilities
          of
          the parties to this Contract hereunder; 

      

    

     

    
      
        1.05
          Unless
          otherwise stipulated, time means Hong Kong time. 

      

    

     

    
      
        1.06 The
          signatories mentioned herein shall include (when appropriate) their respective
          inheritors or transferees (whether or not created due to any
          merger).

      

    

     

    
      	
              2.

            	
              Loan

            


    

     

    Subject
      to the terms and conditions hereof and the representations, warranties and
      covenants made by the Borrowers herein, the Lender agrees to provide a loan
      for
      the Borrowers as set forth in Appendix 1 hereof, which amounts to a total of
      six
      million Hong Kong Dollars (HK$6,000,000.00), while the Borrowers agree to accept
      the loan as per the terms and conditions hereof and fulfill their obligations
      and responsibilities stipulated hereunder. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              Purpose
                of Loan 

            


    

     

    The
      Borrowers hereby guarantee and undertake to the Lender that the
      entire loan will be used toward the purchase of the shares of HK Highpower
      as
      set forth in Appendix 2 hereto; the Borrowers agree that the Lender can pay
      the
      loan amount directly to the transferor.

     

    
      	
              4.

            	
              Interest

            


    

     

    The
      loan
      does not bear any interest. The Borrowers shall not pay any interest on the
      loan. 

     

    
      	
              5.

            	
              Repayment

            


    

     

    
      5.01 The
        Borrowers undertake to repay the loan to the Lender:

    

     

    
      	 	
              (a)

            	
              Within
                one month after expiration or termination of the labor contract between
                the Borrowers and HK Highpower;

            


    

     

    
      	 	
              (b)

            	
              When
                any Event of Breach takes place; and


            


    

     

    
      	 	
              (c)

            	
              Before
                the Borrowers transfer all or part of the shares of HK Highpower
                or the
                American company. 

            


    

     

    
      5.02 The
        Borrowers can also repay the loan, in part or in whole, to the Lender ahead
        of
        schedule at any time they see fit, provided that the other covenants (especially
        those in Article 6 hereof) made by the Borrowers herein shall remain valid
        and
        applicable.

    

     

    
      5.03 The
        Borrowers can repay the loan to the Lender in cash or by transferring to
        the
        Lender the shares of HK Highpower or the American Company in their possession
        that are of same amount in value as the loan amount. 

    

     

    
      	
              6.

            	
              Covenants
                of the Borrowers

            


    

     

    
      6.01
        The
        Borrowers hereby undertake to the Lender as follows:

    

     

    
      	 	
              (a)

            	
              Continued
                Implementation of Labor Contract

            


    

     

    The
      Borrowers undertake to continue to fulfill the responsibilities under the labor
      contract they have signed with Shenzhen Highpower and to serve Shenzhen
      Highpower for a minimum number of years as indicated in Appendix 3 hereto.
      The
      minimum number of years of service shall start on the day the loan takes effect.
      

     

    If
      the
      above-mentioned labor contract is terminated by the Borrowers or Shenzhen
      Highpower, the Borrowers undertake to repay the loan to the Lender in cash
      or by
      transferring to the Lender the shares of HK Highpower or the American Company
      in
      their possession that are of same amount in value as the loan amount (including
      the dividends accumulated and not yet distributed since the date of their
      purchase of the shares of HK Highpower). The Borrowers agree that the Lender
      can, at that time, use the part of loan still owed by the Borrowers to set
      off
      the price first and then pay off the balance. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Assistance
                Given to HK Highpower in the Reverse
                Merger

            


    

     

    For
      the
      purpose of completing the reverse merger with the American Company by HK
      Highpower, the Borrowers agree and undertake to transfer the shares of HK
      Highpower in their possession to the American Company pursuant to the provisions
      concluded by the Lender and the American Company for exchange of the shares
      of
      the American Company, to sign all relevant acquisition agreements and to
      transfer documents in a timely manner. 

     

    
      	 	
              (c)

            	
              Lock-in
                Period

            


    

     

    Except
      for the exchange and transfer related to the American Company mentioned in
      above
      Article 6.1 (b), the Borrowers undertake not to transfer, donate, use as debts
      setoff, abandon or otherwise dispose of all or part of the shares of HK
      Highpower during the lock-in period. For the Borrowers, the locked-in period
      prescribed herein is from the date this Contract is executed until their
      repayment of the entire loan to the Lender and fulfill the minimum number of
      years of service for Shenzhen Highpower as specified in Appendix 3
      hereto.

     

    
      	 	
              (d)

            	
              Preemptive
                Right

            


    

     

    The
      Borrowers undertake that if they transfer, donate, use as debts setoff, abandon
      or otherwise dispose of all or part of the shares of HK Highpower or the
      American Company in their possession after the expiration of the locked-in
      period specified in Article 6.01 (c), the Lender shall enjoy preemptive right
      to
      buy such shares from the Borrowers under the same conditions. 

     

    The
      Borrowers undertake to send the Lender a written notice about their intention
      to
      transfer, donate, use as debts setoff, abandon or otherwise dispose of all
      or
      part of the shares of HK Highpower or the American Company in their possession.
      The Lender can exercise his preemptive right within seven days after receipt
      of
      the notice, during which period the Borrowers shall not make transfer or agree
      to transfer to any third party. 

     

    
      	 	
              (e)

            	
              Right
                to Dividends 

            


    

     

    The
      Borrowers agree that, while they still owe the Lender any loan, the Lender
      will
      receive on their behalf all the dividends and assets distributed to them by
      HK
      Highpower and the American Company and are vested with full power to use such
      dividends and assets against repayment of the loan and debts owed by the
      Borrowers to the Lender. The Borrowers undertake to sign all necessary documents
      and to take all necessary actions as reasonably required by the Lender so as
      to
      enable the Lender to directly collect related dividends and assets prescribed
      herein. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              Voting
                Right

            


    

     

    The
      Borrowers hereby irrevocably and unconditionally vest the Lender with the voting
      right of the shares of HK Highpower in their possession and undertake to vest
      him with the voting right of the shares of the American Company that they will
      have in the future for actual and unlimited exercise, as if the Lender were
      the
      holder of the shares of HK Highpower or the American Company and enjoyed all
      the
      powers, rights and interests relating to the exercise of voting right. The
      Borrowers undertake to sign all necessary documents and take all necessary
      actions as reasonably required by the Lender to authorize the Lender to exercise
      the voting right on behalf of the Borrowers as prescribed herein. 

     

    
      	
              7.

            	
              Representations
                and Warranties

            


    

     

    7.01
      The
      Borrowers represent and warrant that they will comply with the articles of
      association, the bylaws and assume other responsibilities relating to their
      shareholder status of HK Highpower and the American Company. 

     

    7.02
      The
      Borrowers understand that the Lender has entered into this Contract based on
      his
      trust in and reliance on the representations and warranties contained herein.
      

     

    
      	
              8.

            	
              Events
                of Breach

            


    

     

    
      8.01
        Any
        of
        the following events shall constitute an Event of Breach:

    

     

    
      	 	
              (a)

            	
              Ownership

            


    

     

    The
      Borrowers have transferred donated, use as debts setoff, abandoned or otherwise
      disposed of all or any part of the shares of HK Highpower or the American
      Company in their possession or the right to dividends or actual interests
      associated therewith without obtaining the prior written consent of Lender,
      unless prescribed herein. 

     

    
      	 	
              (b)

            	
              Breach
                of Contract

            


    

     

    The
      Borrowers have violated any covenant, any other obligations or responsibility
      hereunder. 

     

    
      	 	
              (c)

            	
              Material
                Adverse Changes

            


    

     

    The
      Lender has reasonable basis to believe that there is material adverse changes
      in
      the business operation and financial position of the Borrowers. 

     

    
      	 	
              (d)

            	
              Potential
                Event of Breach

            


    

     

    Any
      other
      event or circumstance that may become an Event of Breach because the Lender
      sends a notice, the Lender determines there is material adverse impact, or
      the
      grace period for rectification has expired. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      8.02Indemnification
        

    

     

    In
      addition to repayment of loan under Article 5.01, the Borrowers shall also
      indemnify the Lender for any expenses, losses, costs (including attorney fees
      and other legal expenses), liabilities or indemnities (including loss in
      interest difference) caused as a result of occurrence or the continued existence
      of any actual or potential Event of Breach.

     

    
      	
              9.

            	
              Transfer

            


    

     

    
      9.01
        Interests
        and Responsibilities

    

     

    This
      Contract shall secure the interests of any successor or transferee and they
      shall be bound by this Contract. The signatories mentioned herein include the
      relating successors and transferees. 

     

    
      9.02
        Borrowers
        

    

     

    The
      Borrowers shall not transfer any of their rights and obligations hereunder.
      

     

    
      9.03
        Lender
        

    

     

    The
      Lender may transfer all or part of his rights, interests or responsibilities
      hereunder to any third party at any time without obtaining the consent of the
      Borrowers. The transferee shall be deemed as a contracting party hereto and,
      as
      such, enjoy the same interests and bear the same responsibilities as those
      of
      the Lender provided hereunder. 

     

    
      9.04
        Transfer

    

     

    If
      required by the Lender, the Borrowers shall sign an agreement with the Lender
      and his transferee to transfer all or part of the rights, interests and
      responsibilities of the Lender hereunder. From the date said agreement is
      signed, the Borrowers shall relieve the Lender of his responsibilities
      transferred in part or in whole and shall seek from the transferee for
      performing relevant responsibilities. 

     

    
      9.05
        Third
        Party 

    

     

    Subject
      to Article 9.02, the Borrowers agree that the Lender may allow any third party
      at any time to get involved or take part in this Contract in any form to share
      and assume the Lender’s rights, interests and responsibilities hereunder.


     

    
      9.06
        Disclosure
        of Information

    

     

    The
      Lender may, at any time, provide any third party who has the potential to become
      a transferee, inheritor or participant with the data regarding the amount of
      the
      loan, the financial position of the Borrowers, the business status and assets,
      the content of this Contract and other credit files, relevant transactions
      and
      the loan conditions. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Revision,
                Waiver and Compensation

            


    

     

    Any
      revision or waiver of any provision hereof and any waiver statement made due
      to
      any breach hereunder are not valid until they are signed in written form by
      the
      authorized representatives of the signatories. 

     

    
      	
              11.

            	
              Notices
                and Communications

            


    

     

    11.01
      Address or Fax Number

     

    Unless
      otherwise stipulated, any notice, demand or other communication given to the
      Borrowers or the Lender hereunder shall be in written form and be sent via
      courier or mail, postage prepaid, to the address listed in Appendix 4 hereto
      (or
      to other address or fax number upon a specific three-day written prior notice
      to
      the recipient). 

     

    11.02
      Service of Communication

     

    Any
      notice, demand or other communication given to the Borrowers shall be deemed
      effectively given: (a) by courier; (b) three days after being sent by mail,
      subject to evidence showing that said notice, demand or other communications
      have been sent to the correct address postage prepaid; (c) when sent by fax
      (proven by complete record of transmission). But, any notice, demand or other
      communication sent by the Borrowers to the Lender shall be deemed effectively
      given only after they are actually received by the Lender. 

     

    
      	
              12.

            	
              Certificate
                of Liabilities

            


    

     

    The
      authorized employee of the Lender will sign a written certificate within the
      designated time limit concerning the liabilities of the Borrowers in this
      Contract and other credit files, which shall be absolutely binding upon the
      Borrowers (including use during legal procedures) and against which the
      Borrowers shall not raise any objections (except for any manifest errors
      contained herein). 

     

    
      	
              13.

            	
              Entire
                Contract

            


    

     

    The
      related documents described herein constitute the entire obligations of the
      Lender and the Borrowers and supersede any previous expressions of intent and
      understanding in respect of the transaction contemplated herein. 

     

    
      	
              14.

            	
              Severability
                and Conflict

            


    

     

    In
      accordance with the applicable laws, if any provision hereof is illegal, invalid
      or unenforceable or being declared as illegal, invalid or unenforceable by
      a
      court or arbitral tribunal, such provision shall be deleted from this Contract
      as far as possible within the scope allowed by the applicable laws so that
      the
      legality, validity and enforceability of other provisions hereof will not be
      prejudiced. After the deletion, all of the remaining provisions shall remain
      valid. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              Governing
                Laws and Jurisdiction

            


    

     

    15.01
      Jurisdiction

     

    This
      Contract and the rights and obligations of the parties hereto are governed
      by
      and interpreted in accordance with the laws of Hong Kong. The Borrowers agree
      that any and all law suits or proceedings arising from this Contract or in
      connection therewith shall be handled by a Hong Kong court. The Borrowers
      irrevocably agree to and accept the nonexclusive jurisdiction of Hong Kong
      courts over any legal actions or proceedings which arise from themselves or
      their properties; however,, the Borrowers agree that the Lender may file a
      law
      suit with the court where the Borrowers are located, which also has jurisdiction
      over this Contract. 

     

    15.02
      Non-exclusivity of Lawsuits

     

    This
      Contract shall not restrict the Lender from initiating any law suits or
      proceedings against the Borrowers or their property in other national or
      regional courts with jurisdiction, nor shall it restrict any process of service
      allowed by the applicable laws. Lender’s initiating or carrying out a lawsuit in
      one or more than one national or regional court with jurisdiction does not
      exclude an action being brought with another national or regional court, whether
      or not the two are simultaneous.

     

    15.03
      Acceptance of Judgment

     

    For
      law
      suit arising from this Contract or in connection therewith, the Borrowers hereby
      irrevocably and unconditionally waive any objection in this regard if they
      choose to initiate law suit in Hong Kong now or in the future.. The Borrowers
      also agree that the final judgment from such law suit has conclusive effect
      and
      can be enforced in other countries or regions with jurisdiction. The
      authenticated counterpart of the judgment shall be deemed as the final evidence
      of the facts and amounts of the debts. 

     

    
      	
              16.

            	
              Agent

            


    

     

    The
      Borrowers hereby irrevocably appoint Mr. Chen Jinfu (address: Room 2105,
      21st/F,
      Langham Office Tower, 8 Argyle Street, Mong Kok, Hong Kong) as their agent
      to
      collect and acknowledge any writ, subpoena, judgment or other notices in Hong
      Kong on their behalf. If for any reason, said agent (or his successor) refuses
      to act or no longer acts as the agent of the Borrowers for purpose hereof,
      the
      Borrowers shall immediately appoint a succeeding agent that is satisfactory
      to
      the Lender, notify the Lender of the new appointment, and send the Lender a
      copy
      of the power of attorney which authorizes the new agent to accept documents
      from
      the legal proceedings. However, prior to receipt of such notice, the Lender
      has
      the right to deem the above agent (or his successor) as the agent of the
      Borrowers for the purpose of this clause. The Borrowers agree that any document
      of the above legal proceedings shall be deemed to be sufficiently delivered
      if
      it is sent to the service agent to his address then in Hong Kong, whether or
      not
      the service agent forwards the document to the Borrowers.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Appendix
      1

    List
      of
      Borrowers

    


    
      	
              Borrowers

            	
              Loan
                Amount (HKD)

            	
              Loan
                Amount Transferee

            
	
              QIU
                Yuzhi

            	
              948,000

            	
              LI
                Wenliang

            
	
              XIAO
                Wenjia

            	
              720,000

            	
              LI
                Wenliang

            
	
              ZhONG
                Cheng

            	
              140,000

            	
              LI
                Wenliang

            
	
              GONG
                Haiguan

            	
              64,000

            	
              LI
                Wenliang

            
	
              WANG
                Yuanfei

            	
              64,000

            	
              LI
                Wenliang

            
	
              ChEN
                Dong

            	
              64,000

            	
              LI
                Wenliang

            
	
              QIU
                Yu

            	
              240,000

            	
              MA
                Wenwei

            
	
              LIU
                Wenxin

            	
              200,000

            	
              MA
                Wenwei

            
	
              KONG
                Lingkun

            	
              400,000

            	
              MA
                Wenwei

            
	
              LIAO
                Xingqun

            	
              200,000

            	
              MA
                Wenwei

            
	
              WEN
                Heng

            	
              200,000

            	
              MA
                Wenwei

            
	
              GUO
                Yujie

            	
              200,000

            	
              MA
                Wenwei

            
	
              SU
                Yangxiang

            	
              40,000

            	
              MA
                Wenwei

            
	
              HAN
                Xiaohui

            	
              40,000

            	
              MA
                Wenwei

            
	
              ZHANG
                Dehui

            	
              200,000

            	
              MA
                Wenwei

            
	
              GAN
                Yongzhong

            	
              140,000

            	
              MA
                Wenwei

            
	
              ZHUO
                Dagao

            	
              76,000

            	
              MA
                Wenwei

            
	
              PU
                Lixiang

            	
              140,000

            	
              MA
                Wenwei

            
	
              HUANG
                Renhua

            	
              60,000

            	
              MA
                Wenwei

            
	
              GUO
                Yongqiang

            	
              60,000

            	
              MA
                Wenwei

            
	
              PAN
                Xiaoling

            	
              400,000

            	
              MA
                Wenwei

            
	
              TANG
                Dongfang

            	
              400,000

            	
              MA
                Wenwei

            
	
              YIN
                Zhouhao

            	
              400,000

            	
              MA
                Wenwei

            
	
              LI
                Xiangli

            	
              200,000

            	
              MA
                Wenwei

            
	
              WU
                Yue

            	
              64,000

            	
              MA
                Wenwei

            
	
              CHEN
                Jiang

            	
              140,000

            	
              MA
                Wenwei

            
	
              TANG
                Suiming

            	
              200,000

            	
              MA
                Wenwei

            
	
              Total

            	
              6,000,000

            	 


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Appendix
      2

    Share
      Transfer of HK Highpower

    


    
      	
              Borrower

            	
              Transferor

            	
              Shares
                Transferred by HK Highpower

            
	
              QIU
                Yuzhi

            	
              LI
                Wenliang

            	
              11,850

            
	
              XIAO
                Wenjia

            	
              LI
                Wenliang

            	
              9,000

            
	
              ZhONG
                Cheng

            	
              LI
                Wenliang

            	
              1,750

            
	
              GONG
                Haiguan

            	
              LI
                Wenliang

            	
              800

            
	
              WANG
                Yuanfei

            	
              LI
                Wenliang

            	
              800

            
	
              ChEN
                Dong

            	
              LI
                Wenliang

            	
              800

            
	
              QIU
                Yu

            	
              MA
                Wenwei

            	
              3,000

            
	
              LIU
                Wenxin

            	
              MA
                Wenwei

            	
              2,500

            
	
              KONG
                Lingkun

            	
              MA
                Wenwei

            	
              5,000

            
	
              LIAO
                Xingqun

            	
              MA
                Wenwei

            	
              2,500

            
	
              WEN
                Heng

            	
              MA
                Wenwei

            	
              2,500

            
	
              GUO
                Yujie

            	
              MA
                Wenwei

            	
              2,500

            
	
              SU
                Yangxiang

            	
              MA
                Wenwei

            	
              500

            
	
              HAN
                Xiaohui

            	
              MA
                Wenwei

            	
              500

            
	
              ZHANG
                Dehui

            	
              MA
                Wenwei

            	
              2,500

            
	
              GAN
                Yongzhong

            	
              MA
                Wenwei

            	
              1,750

            
	
              ZHUO
                Dagao

            	
              MA
                Wenwei

            	
              950

            
	
              PU
                Lixiang

            	
              MA
                Wenwei

            	
              1,750

            
	
              HUANG
                Renhua

            	
              MA
                Wenwei

            	
              750

            
	
              GUO
                Yongqiang

            	
              MA
                Wenwei

            	
              750

            
	
              PAN
                Xiaoling

            	
              MA
                Wenwei

            	
              5,000

            
	
              TANG
                Dongfang

            	
              MA
                Wenwei

            	
              5,000

            
	
              YIN
                Zhouhao

            	
              MA
                Wenwei

            	
              5,000

            
	
              LI
                Xiangli

            	
              MA
                Wenwei

            	
              2,500

            
	
              WU
                Yue

            	
              MA
                Wenwei

            	
              800

            
	
              CHEN
                Jiang

            	
              MA
                Wenwei

            	
              1,750

            
	
              TANG
                Suiming

            	
              MA
                Wenwei

            	
              2,500

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Appendix
      3

    Minimum
      Year of Service Undertaken by Borrowers with HK Highpower

    


    
      	
              Borrowers

            	
              Minimum
                Year of Service Undertaken with HK Highpower

            
	
              QIU
                Yuzhi

            	
              Three
                Years

            
	
              XIAO
                Wenjia

            	
              Three
                Years

            
	
              ZhONG
                Cheng

            	
              Three
                Years

            
	
              GONG
                Haiguan

            	
              Five
                Years

            
	
              WANG
                Yuanfei

            	
              Three
                Years

            
	
              ChEN
                Dong

            	
              Three
                Years

            
	
              QIU
                Yu

            	
              Three
                Years

            
	
              LIU
                Wenxin

            	
              Five
                Years

            
	
              KONG
                Lingkun

            	
              Five
                Years

            
	
              LIAO
                Xingqun

            	
              Five
                Years

            
	
              WEN
                Heng

            	
              Five
                Years

            
	
              GUO
                Yujie

            	
              Five
                Years

            
	
              SU
                Yangxiang

            	
              Three
                Years

            
	
              HAN
                Xiaohui

            	
              Three
                Years

            
	
              ZHANG
                Dehui

            	
              Five
                Years

            
	
              GAN
                Yongzhong

            	
              Five
                Years

            
	
              ZHUO
                Dagao

            	
              Three
                Years

            
	
              PU
                Lixiang

            	
              Three
                Years

            
	
              HUANG
                Renhua

            	
              Three
                Years

            
	
              GUO
                Yongqiang

            	
              Three
                Years

            
	
              PAN
                Xiaoling

            	
              Five
                Years

            
	
              TANG
                Dongfang

            	
              Five
                Years

            
	
              YIN
                Zhouhao

            	
              Three
                Years

            
	
              LI
                Xiangli

            	
              Three
                Years

            
	
              WU
                Yue

            	
              Three
                Years

            
	
              CHEN
                Jiang

            	
              Three
                Years

            
	
              TANG
                Suiming

            	
              Three
                Years

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Agreement is executed as of the date first indicated
      above.

     

    
      Lender

    

    
      
        	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  PAN Dangyu

              	
                /s/
                  Pan Dang Yu

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                住址:

              	 
	 	 
	
                Borrower

              	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  QIU
                  Yuzhi

              	
                /s/
                  Qiu Yuzhi

              
	 	 
	
                Witness:
                  LIU
                  Jingli 

              	/s/
                Liu Jingli
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  XIAO
                  Wenjia

              	
                /s/
                  Xiao Wenjia

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  ZHONG
                  Cheng

              	
                /s/
                  Zhong Cheng

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	/s/ Liu
                Jingli
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  GONG
                  Haiguan

              	
                /s/
                  Gong Haiguan

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  WANG
                  Yuanfei

              	
                /s/
                  Wang Yuanfei

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  CHEN
                  Dong

              	
                /s/
                  Chen Dong

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  QIU
                  Yu

              	
                /s/
                  Qiu Yu

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  LIU
                  Wenxin

              	
                /s/
                  Liu Wenxin

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  KONG
                  Lingkun

              	
                /s/
                  Kong Lingkun

              
	 	 
	
                Witness:
                  LIU
                  Jingli 

              	/s/ Liu
                Jingli
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  LIAO
                  Xingqun

              	
                /s/
                  Liao Xingqun

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              	 
	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  WEN
                  Heng

              	
                /s/
                  Wen Heng

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  GUO
                  Yujie

              	
                /s/
                  Guo Yujie

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  SU
                  Yangxiang

              	
                /s/
                  Su Yangxiang

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  HAN
                  Xiaohui

              	
                /s/
                  Han Xiaohui

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  ZHANG
                  Dehui

              	
                /s/
                  Zhang Dehui

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  GAN
                  Yongzhong

              	
                /s/
                  Gan Yongzhong

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  ZHUO
                  Dagao

              	
                /s/
                  Zhuo Dagao

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  PU
                  Lixiang

              	
                /s/
                  Pu Lixiang

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  HUANG
                  Renhua

              	
                /s/
                  Huang Renhua

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  GUO
                  Yongqiang

              	
                /s/
                  Guo Yongqiang

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  PAN
                  Xiaoling

              	
                /s/
                  Pan Xiaoling

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  TANG
                  Dongfang

              	
                /s/
                  Tang Dongfang

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  YIN
                  Zhouhao

              	
                /s/
                  Yin Zhouhao

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  LI
                  Xiangli

              	
                /s/
                  Li Xiangli

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  WU
                  Yue

              	
                /s/
                  Wu Yue

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  CHEN
                  Jiang

              	
                /s/
                  Chen Jiang

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              
	 	 
	
                this
                  Agreement executed, sealed and delivered)

              
	
                By:
                  TANG
                  Suiming

              	
                /s/
                  Tang Suiming

              
	 	 
	
                Witness:
                  LIU
                  Jingli

              	
                /s/
                  Liu Jingli

              
	
                Personal
                  ID:

              


      

    

     

    
      
        
        

      

      
        16