Exhibit
10.1





 


 


 


 




 





 


AGRICULTURAL
BANK OF CHINA


 


 


 


 


MAXIMUM
AMOUNT GUARANTEE CONTRACT


  


 


 


 


Contract
No. : 12100520140000177


 






    	 



    	 



    

 


MAXIMUM
AMOUNT GUARANTEE CONTRACT


 


Dear
clients, to protect your rights and interests, please read carefully the terms and conditions of this contract (especially the
terms and conditions in bold letters) before signing to understand your rights and obligations hereunder. If you have any doubt
or question, please consult your bank.


 





	Creditor (full name):	 Agricultural Bank of China Tianjin Heping Sub-branch



 


	Guarantor (full name): 	(1) Tianjin Classical Auto Sales Information Co., Ltd. 
	 	(2) Tianjin Shimao International Trade Co, Ltd. 
	 	(3) Tianjin Prominent Hero Import & Export Trading Co., Ltd.







 


Whereas
the Creditor and Tianjin Binhai Shisheng Trading Group Co., Ltd. (the “Debtor”) haveentered into a series
of business contracts (the “Master Contract”) as set forth in Article 1 of this Contract and the Guarantors agree
to provide maximum amount guarantee for the Creditor with respect to the creditor’s right under the Master Contract,
the Parties, through friendly negotiations and consultations, have entered into this Contract (the “Contract”) in
accordance with relevant laws and regulations of China.


 


Article
1 Principal Guaranteed and Maximum Amount


 


	1.	The Guarantor agrees to provide guarantee with respect to the following
creditor’s right formed by and between the Creditor and the Debtor, the maximum amount of which is Five Hundred and
Twenty Million Yuan Only (RMB). The foreign currency shall be converted into RMB at the selling rate of the date of the
business agreed in Article (1) below.




 


	 	(1)	The creditor’s right shall form in the course of the agreed types
of business by and between the Creditor and the Debtor during the period from September 29, 2014 to September
30, 2015. Such period shall be the period for determining the creditor’s right guaranteed by the maximum amount
guarantee. The types of business include: (marked with “√”)




 


	 	☐ Loan
    in RMB/foreign currency 	þ L/C
    Issuance Finance 	☐ Packing
    Loan for Exportation
	 	☐ Discounting
    of Commercial Bill of Exchange 	þ
Import Bill Advance 
	☐
Bank Guarantee

	 	☐ Acceptance
    of Commercial Bill of Exchange 	☐
Export Bill Purchase 
	
	 	 	 	 
	 	þ Other
    Business: import re-financing, cross-border financing, aval


 






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	 	(2)	The principal of the creditor’s right and its interest, penalty interest,
compound interest and relevant fees and expenses, which has not been repaid, under the following Master Contracts entered into
by and between the Creditor and the Debtor. Such interest, penalty interest, compound interest and relevant fees and expenses
shall be calculated till the date of actual payment:




 


	Contract
    Title	Contract
    No.	Principal
    not repaid	Currency
	See
    appendix	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


(In
case of insufficient volume in the above table, an additional table may be attached hereto as an integral part of this Contract.)


 


	2.	The category, amount, interest rate, term and other information concerning
each business guaranteed hereunder shall be specified in relevant legal documents or certificates. 




 


	3.	When, during the period agreed in this Contract, the Creditor releases
any loan agreed herein or grant any other bank credit to the extent not exceeding the maximum amount, no additional procedures
of guarantee need to be go through with respect to each such loan or bank credit.
	 	 




	4.	The Guarantor shall assume the guarantee liabilities in the original currency
with respect to the business in whatever currency conducted during the period agreed in this Contract to the extent of the maximum
amount.




 


Article
2 Scope of Guarantee


 


The
scope of the guarantee shall include the principal amount as well as the interests, penalty interests, compound interests, damages
for breach of the contract and indemnifications and any and all costs and expenses occurring to the Creditor in realizing its
creditor’s right, including with limitation those from litigation (arbitration) and legal counsel.


 


The
Guarantor agrees to assume guarantee liabilities with respect to the amount exceeding the maximum amount due to the fluctuation
of exchange rate. 


 


Article
3 Form of Guarantee


 


The
Contract is a joint and several liability guarantee Contract. In the event that there is more than one guarantor under this Contract,
each guarantor shall assume joint and several liabilities to the Creditor.


 






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Article
4 Guarantee Period


 


	1	The
    guarantee period for the Guarantors shall be two years commencing from the expiration date of the term for performing the
    obligations stipulated in the Master Contract.


 


	2	The
    guarantee period for the acceptance of commercial bill of exchange, the L/C issuance finance and the letter of guarantee shall
    be two years commencing from the date the Creditor advances relevant payment.


 


	3	The
    guarantee period for the discounting of commercial bill of exchange shall be two years commencing from the maturity date of
    the bill of exchange discounted.


 


	4	If
    the Creditor and the Debtor reach a Contract for extension of the performance term of the obligations under the Master Contract,
    the Guarantor shall continue to assume guarantee liabilities and the guarantee period shall be two years commencing from the
    expiration date of the performance term of the obligations stipulated in such extension Contract.


 


	5	If,
    due to any event stipulated by laws and regulations or agreed in the Master Contract, the creditor’s right under the
    Master Contract is declared by the Creditor immediately due and payable ahead of the agreed time, the guarantee period shall
    be two years commencing from the due date of the creditor’s right under the Master Contract so declared by the Creditor.


 


Article
5 Undertakings of the Guarantor


 


	1	The
    Guarantor has obtained the authorization necessary for the guarantee under this Contract in accordance with relevant stipulations
    and procedures.


 






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	2	The
    Guarantor shall submit to the Creditor the required financial statements, articles of associations or other related materials
    and information which are true, accurate and valid and accept the supervision and inspection of the Creditor in respect of
    its production, operation and financial status.


 


	3	The
    Guarantor agrees to perform the guarantee liabilities if the Debtor fails to perform its obligations in accordance with the
    provisions of the Master Contract.


 


	4	If
    the Guarantor fails to perform the guarantee liabilities in accordance with this Contract, the Creditor shall be entitled
    to deduct relevant amount directly from the account opened by the Guarantor with the Creditor. 


 


	5	The
    Guarantor shall promptly notify the Creditor in writing of the occurrence of the following events:


 


	 	(1)	the
    change of its name, domicile, legal representative, contact information and other particulars;


 


	 	(2)	the
    change of its subordination relationship and senior officials as well as the amendment of its articles of association and
    the adjustment of its organization structure;


 


	 	(3)	worsening
    of its financial status, being into serious difficulties in its production and business operation, involving into material
    litigation or arbitration;


 


	 	(4)	shutdown,
    stoppage, winding up or being applied to bankrupt or restructure, etc.


 


	 	(5)	revocation
    or withdrawal of its business license or being ordered to close down, or occurring any other cause of dissolution;


 


	 	(6)	any
    other events occurring to the Guarantor which would adversely affect the Creditor realizing of its creditor’s right.


 


	6	The
    Guarantor shall notify the Creditor in writing and obtain its written consent fifteen days prior to the conducting of any
    of the following activities:


 


	 	(1)	The
    Guarantor changes its capital structure or operation system, including without limitation contracting, leasing, shareholding
    reform, joint operation, consolidation, division, joint venture, reduction of capital, transfer of assets as well as application
    for restructuring, settlement or bankruptcy;


 


	 	(2)	The
    Guarantor provides guarantee with respect to the liabilities of any third party or mortgage or pledge its assets to provide
    guarantee with respect to the liabilities of its own or any third party and might affect the performance of its guarantee
    liabilities hereunder.


 


Article
6 Determination of the Creditor’s Right Guaranteed


 


The
creditor’s right guaranteed by the maximum amount guarantee hereunder shall be determined in any of the following events:


 


	1	The
    expiration of the creditor’s right determination period. The “expiration of the creditor’s right determination
    period” shall include the expiration of the creditor’s right determination period defined in Article 1 hereof
    as well as the early expiration of the creditor’s right determination period declared by the Creditor in accordance
    with relevant laws and regulations and the stipulations of this Contract. If the Debtor fails to perform its obligations under
    the Master Contract or the Guarantor fails to perform its obligations hereunder, the Creditor shall have the right to declare
    the early expiration of the creditor’s right determination period.


 


	2	The
    new creditor’s rights are impossible to occur.


 


	3	The
    Debtor or the Guarantor being declared bankruptcy or revoked.


 


	4	Any
    other events stipulated by laws which may result in the determination of the creditor’s right.


 






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Article
7 Discharging of Guarantee Liabilities


 


	1	The
    Creditor shall have the right to request the Guarantor to discharge its guarantee liabilities in any of the following events.If
    the amount paid by the Guarantor is not sufficient to discharge the creditor’s right guaranteed hereunder, the Creditor
    may choose to apply such amount to repay the principal, interests, penalty interests, compound interests or relevant fees
    and expenses, etc. 


 


	 	(1)	The
    creditor’s right of the Creditor has not been discharged upon the expiration of the performance period of the obligations
    under any of the Master Contract. “Expiration of the performance period” shall include the expiration of the performance
    period agreed in the Master Contract as well as the early expiration of the performance period declared by the Creditor in
    accordance with relevant laws and regulations and the stipulations of the Master Contract;


 


	 	(2)	The
    people’s court accepts the application of bankruptcy filed against the Debtor or the Guarantor or judge the Debtor or
    the Guarantor to settle with its creditor;
	 	 	 


	 	(3)	The Debtor or the Guarantor is revoked or withdrawn of its business license
or is ordered to close down, or any other cause of dissolution occurs to the Debtor or the Guarantor;
	 	 	 




	 	(4)	The
    Debtor or the Guarantor dies or has been declared missing or death;


 


	 	(5)	The
    Guarantor fails to perform its obligations hereunder;


 


	 	(6)	Any
    other events which might materially affect the realization of the creditor’s rights.


 


	2	If
    the creditor’s right guaranteed hereunder is guaranteed by the Guarantor and the property of the Debtor simultaneously,
    the Creditor shall have the right to request the Guarantor to assume the guarantee liabilities in priority over the guarantee
    by the property. 


 


	3	If
    the Debtor provides guarantee with its property and the Creditor waives its right by way of security or the order of such
    real right or make any alteration to such real right, the Guarantor agrees to continue to, in accordance with the stipulations
    of this Contract, provide the guarantee in the form of joint and several liabilities with respect to the creditor’s
    right under the Master Contract. Such “real right by way of security” shall mean the real right by way of
    security created result from the Debtor providing guarantee with its property with respect to the creditor’s right under
    the Master Contract.


 


	4.	The guarantor shall guarantee the debts between the debtor and the creditor,
including but not limited to the debts under this contract. If the payment of the guarantor is not sufficient to cover all due
debts, the creditor shall determine the debts to be settled and the debt settlement order.




 


	5.	If the creditor exercises its right of offset against the guarantor
in accordance with the law or the contract, the creditor shall determine the debts to be offset and the debt offset order. If
the creditor exercises its right of subrogation in accordance with the law, the creditor shall determine the debts to be settled
between the secondary debtor and the creditor and the debt settlement order. 




 






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Article
8 Liabilities for Breach of the Contract


 


	1	If,
    after the Contract takes effect, the Creditor fails to perform the agreed obligations, it shall indemnify the Guarantor from
    any losses arise therefrom.


 


	2	The
    Guarantor shall pay the liquidated damages amounting to percent 10of the maximum amount of the balance of the creditor’s
    right guaranteed hereunder and indemnify the Creditor from any and all losses if the Guarantor:


 


	 	(1)	fails
    to obtain the lawful and valid authorization necessary for the guarantee hereunder;


 


	 	(2)	fails
    to submit, in accordance with the stipulations of this Contract, the financial statements, articles of association or other
    relevant materials or information which are true, complete and valid;


 


	 	(3)	fails
    to promptly notify the Creditor upon the occurrence of events set forth in Article 5.5;


 


	 	(4)	fails
    to obtain the consent of the Creditor prior to the conduction of the activities set forth in Article 5.6;


 


	 	(5)	conducts
    any other activities breaching the stipulations of this Contract or affecting the realization of the creditor’s right
    by the Creditor.


 


Article
9 Period of objection against the right of offset and the right of termination


 


If
the creditor exercises its right of offset or the right of termination in accordance with the law or the contract, the guarantor
may raise objection within seven working days after the creditor notifies the guarantor in written, oral or other forms.


 


Article
10 Dispute settlement


 


Any
dispute arising out of the performance of this Contract may be settled through consultation or through the following method (1):


 


	1.	Litigation, shall be governed by the people’s court at the domicile
of the Creditor.
	 	 




	2.	Arbitration. A request may be filed with _____ (full name of the arbitration
institution) for arbitration in accordance with the then effective arbitration rules.




 


The
performance of the remaining provisions herein not involving the dispute shall continue during arbitration or litigation.


 


Article
11 Miscellaneous


 


	1.	The Guarantor shall actively be aware of the operation of the Debtor and
the occurrence and conduction of the business hereunder. The Master Contract in relation to the business hereunder and relevant
legal documents or certificates is not to be delivered to the Guarantor.







 








 



 





 



 





 



 





 



 






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Article
12 Effectiveness of the Contract


 


This
Contract shall come into effect when duly signed or sealed by the Parties.


 


Article
13 This Contract is made in five copies with equal validity. Each of the Creditor, the three Guarantors
and the Debtor shall hold one copy.


 


Guarantor’s
statement: the creditor has legally brought the relevant articles to our attention, especially those in bold, and has explained
the concepts, contents and legal effects of the relevant articles as required by us. We have been aware of and understood the
above articles.


 





	Creditor
    (signature and seal) Guarantor	(signature and seal)
	 	 
		


 


	Responsible Person or Authorized Agent:	Legal Representative or Authorized Agent:
	 	 
		
	Guarantor (signature and seal)	Legal
Representative or Authorized Agent:


 






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	Legal Representative or Authorized Agent:	Legal Representative or Authorized Agent:
	 	 
		
	 	 


 





 



 





	 	Signing Date: September 29, 2014
	 	Signed at: No.54, Machang Road, Heping District, Tianjin




 




No text below.


 


 






 


The
Debtor acknowledges the receipt of the above Maximum Amount Guarantee Contract and raises no objection to any of the
provisions of the Contract.


 


Debtor
(signature and seal): Tianjin BinhaiShimao Business and Trade Group Co., Ltd.


 


 


 


Legal Representative or Authorized
Agent:


 


 


 


Date: September 29, 2014


 


 


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