Exhibit 10.5(d)


 


Maximum Amount Guaranty Contract


 


Reference No. : 2018zhenzhongyinbubaoezi
No.00030


 


Guarantor: Shenzhen Highpower Technology
Co., Ltd


Business License: ***


Legal Representative: Dangyu Pan


Address: Building 1, NO 68, Xinxia Road,
Pinghu street, Longgang district, Shenzhen;


Postal code: 518000


Deposit A/C and Financial Institutions:
Bank of China, Pinghu Sub-branch, Shenzhen


Telephone: 0755-89686236; Facsimile: 0755-89686298


 


Creditor: Bank of China, Buji Sub-branch.


Legal Representative: Xiaochuan Zheng


Address: 108, Buji Road, Buji Town, Longgang
District, Shenzhen; Postal code: 518000


Telephone: 0755-22337156 ; Facsimile: 0755-28772290


 


In order to guarantee specified in Article
1 of this contract under the main contract, the payment of the debt guarantor willing to provide guarantee to the creditor. The
both parties signed this contract through equal consultation. Except as otherwise agreed in this contract, the words of the contract
in explanation are based on the main contract.


 


Clause 1 Principle Contract


 


1. The
principle contract is “Comprehensive credit contract (2018zhenzhongyinbuexiezi No 00030)” and its supplements signed
between Creditor and Debtor, Icon Energy System (Shenzhen) Co., Ltd.


 


Clause 2 Principle Creditor’s Rights
and the Period


 


Unless otherwise agreed, the creditor’s
rights under the following contracts and the creditor’s rights occurred before the engagement of this contract constitutes
the principle creditor’s rights of this contract.


 


The creditor’s right occurred under
comprehensive contract starting from the date of effectiveness, and ends upon the expiration of all the specific creditor’s
rights.


 


Clause 3 The Maximum Amount Guaranteed


 


1. The maximum amount assumed
guaranteed is:


 


Currency: Renminbi


Amount (Capital letter): Seventy Million
Only


Amount (in numbers): 70,000,000.00


 


2. The principle creditor’s rights
under the principle contract constitute the principle creditor’s rights under this contract, which includes: loan principle,
interest, compound interest, punitive interest, liquidated damage, the cost for realization of the creditor’s right (includes
but not limited to the announcement fee, delivery fees, appraisal fees, legal fees, travel expenses, assessment fees, auction
fees, the property preservation fee, compulsory execution fee and etc.), as well as the Pledgee’s loss due to the breach
of covenants.




 




     


     


    

 


The sum of the above terms constitutes
the maximum amount of guaranteed for this contract.


 


Clause 4 Types of Guaranty


 


Joint responsibility guaranty.


 


Clause 5 The Guarantee Responsibilities


 


Under the circumstance that, the debtor
of principle contract failed to pay off the creditor’s rights when due (on due date or early termination date), the guaranty
is assumed to be responsible in accordance with this contract.


 


The due date in the previous sentence means
the repayment date agreed in the principle contract. The early termination date is the termination date request by creditor per
law or per agreements under the principle contracts.


 


Creditor’s rights on other guarantee
contracts or collateral contracts should not have an impact on the performing of this contract. Guarantor should assume responsibility
under this contract rather than plea with the execution in order.


 


Clause 6 The Responsible Period


 


The responsible period for this contract
is two years after the establishment of the creditor’s rights under Clause 2.


 


During the period, Creditor is entitled
to the right to request the assumption of responsibility from Guarantor in full or in part on one or on all creditor rights.


 


Clause 7 The Duration of Action


 


During the period that the creditor’s
rights have not been paid off when due, Guarantor is assumed responsible under the joint responsibility guarantee. Creditor is
entitled to claim the rights within the responsible period defined in Clause 6, the duration of action started upon the request.


 


Clause 8 The Relationship between this
Contract and the Principle Contract


 


Upon the termination or early termination
of the principle contract, Guarantor assumes guarantee responsibility on occurred debt.


 


The change of principle contract will not
be informed to the Guarantor unless under the following circumstances, change of currency, interest rate, amount, period, or other
terms which might affect the increase of the amount of the principle creditor’s rights or extend the effective period of
the principle contract. Guarantor remains obligated to assume the guarantee responsibility to the changed principle contract.


 




     


     


    

 


Under the previous stated circumstance
which Guarantor‘s consent is required, Pledgor Guarantor is entitled to the right to reject to assume the guarantee responsibility
on the incremental portion.


 


Under the circumstances that, Creditor
provide the letter of credit, trade financing services to debtor under the principle contract, Guarantor won’t be notified
but assumed guarantee responsibility. It is the Creditor’s responsibility to registry for the incremental business contract.


 


Clause 9 Statements and Commitments


 


Guarantor’s Statement:


 


1. Guarantor is legally registered and
operating, and owns the full civil rights required by this contract.


 


2. Signing and performing the contract
is the true will of Guarantor, Guarantor has been granted all necessary authorizations in effect before signing the contract. The
contract does not form a default for other contracts signed and performed by Guarantor. It is Guarantor’s responsibility
to complete all required approvals, registrations, permits and filings.


 


3. All document and information provided
by Guarantor to Creditor are true, complete, accurate and effective.


 


4. Guarantor is willing to cooperate in
the check and inspection on its financial conditions performed by Creditor.


 


5. Guarantor did not conceal any existing
liability upon the signing of the contract.


 


6. Inform the Creditor in time for any
issues might affect Guarantor’s performing capability, which including but not limited to business splitting, merger and
termination, disposal of major assets, restructuring, reorganization, joint venture arrangement with foreign capitals, changing
of controlling shareholders or de facto control of Party A, capital reduction, liquidation, re-pledge the encumbered assets, withdrawal,
bankruptcy, dissolution and involved in significant law suits.


 


Clause 10 Breach of Covenants


 


Any of the following situations would be
considered as breach of contract covenant:


 


1. Guarantor is in violation with the previous
terms of the contract.


 


2. The statements of the Guarantor is untrue
or in violation with its commitments


 


3. The occurrence of issues defined under
the point 6 of clause 9 which might affect the Guarantor’s financial position and performing capability.


 


4. Experiencing the termination of operation
or bankruptcy.


 


5. In violation with other rights and obligations
agreed in this contract.


 


6. Guarantor breaches the covenants on
other credit line contracts with Party B or other affiliated institutions of Bank of China.


 




     


     


    

 


When any of the above mentioned situations
noticed, Creditor will perform the following in separate or all at the same time:


 


1) Request Guarantor to rectify within
a definite time.


 


2) Reduce, temporarily pause or permanently
terminate Guarantor’s Credit limit in part or in all.


 


3) Temporarily pause or permanently terminate
in part or in all of Guarantor’s application on specific credit line under this contract.


 


4) Announce the immediate expiration on
all the credit lines granted under this contract and affiliated specific credit line contracts.


 


5) Terminate or release this contract,
terminate or release in part or in all of the affiliated specific credit line contracts as well as the other contracts signed between
Guarantor and Creditor.


 


6) Request compensation from Guarantor
on the losses thereafter caused.


 


7) Assume the guarantee responsibility
on Guarantors.


 


8) Other necessary procedures on Party
B’s concern.


 


Clause 11 Rights Reserved


 


Either party might reserve part of or all
of the rights under this contract and the affiliated specific credit line contracts, this does not imply the party has surrendered
or remitted the unperformed rights and obligations.


 


Either party might sometimes tolerate,
extend or delay the execution of certain rights, this does not deem as the party has surrendered or remitted the rights.


 


Clause 12 Change, Modification, Termination
and Partial Invalidity


 


Upon negotiation and agreed by both parties,
this contract can be changed and modified, the written record of the changes and modifications should form the inseparable part
of this contract.


 


Unless ruled by law or both parties formed
a separate agreement, the contract would not be terminated prior to all the rights and obligations defined are fulfilled.


 


Unless ruled by law or both parties formed
a separate agreement, the void of single terms under this contract should no invalid other contract under this contract.


 


Clause 13 Applicable Law and Resolution
for Dispute


 


This contract is entered into according
with the People’s Republic of China, and applicable to the law of the People’s Republic of China.


 


The resolution of dispute should be appealed
in Party B or other Bank of China subsidiaries defined in this contract or other affiliated contracts


 


Clause 14 Attachments


 


After both sides confirmed the annex shall
form an integral part of this contract, have the same legal effect with this contract.


 




     


     


    

 


Clause 15 Other terms and conditions


 


1. Without Creditor’s prior written
approval, Guarantor is not allowed to transfer the rights and obligations under this contract to 3rd Parties.


 


2. Guarantor should give the consent that,
Creditor might somehow authorize other affiliated institution of Bank of China to perform the obligation. The performing party
entitles all the rights and obligations under this contract and the affiliated credit line contracts, the performing party reserves
the rights to appeal a resolution of dispute if necessary.


 


3. The contract has equivalent restrictions
to the successors or inherits of both parties.


 


4. Unless otherwise agreed, the domicile
addresses stated in this contract are for corresponding use; both parties should notify each other in writing about any changes
of its domicile addresses.


 


5. The title and name of business product
is for business purposes, will not used for interpretation of the contract terms and the rights and obligations.


 


Clause 16 Effectiveness of the Contract


 


This contract is established and enters
into effective upon signing or sealing by the legal representatives (or person-in-charge) of Guarantor and Creditor or their duly
authorized agents, together with sealing by the company chop.


 


The pledge is established upon the effectiveness
of this contract.


 


This contract will be printed and signed
in four copies, Creditor holds two copies, Guarantor and the debtor hold one copy each; each copy has the same legal effect


 


	[COMPANY SEAL]	 
	Stamp of Guarantor (if Guarantor is a corporation)	 
	Signature of Authorized Representative	 
	 	 
	 	 
	/s/ [COMPANY SEAL]	 
	Stamp of Creditor (if Creditor is a corporation)	 
	Signature of legal representative or authorized representative