Guarantee Contract


S/N: 37100120120053712-2


(This is a summary translation to be
used for reference only)


 


 


	Creditor:	Agricultural Bank of China, Jinan Hi-Tech Development Zone Branch
	 	 
	Guarantor:	HOU Wanchun


 


 


To ensure the performance of Domestic Factoring
Contract (with Recourse) (Contract No. 37062020120000222) (“Master Contract”) between the Creditor and Trunkbow Asia
Pacific (Shandong) Co. Limited (the “Debtor”), the Guarantor is willing to provide the following guarantee.


 


 


 


Article 1Master Debt under the Guarantee and Amount of the
Principal


 


The type of master debt under the guarantee
is factoring with recourse, the principal amount of which is RMB 2,750,000.00 even


 


Article 2Scope of the Guarantee


 


The scope of this pledge guarantee includes
the loan principal hereunder and interest, penalty interest, compound interest, default damages and other fees incurred by the
creditor to realize the creditor claims.


 


Article 3Guarantee Method


 


The guarantee method hereunder is joint
and several liability guarantee. If there are more than one guarantors, each guarantor will bear joint and several liabilities
with respect to the Creditor.


 


Article 4Term of the Guarantee


 


1.The term of the guarantee provided by the Guarantor
is 2 years starting from the expiration of the performance period under the Master Contract.



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2.The term of the guarantee under acceptance of commercial
bills and issuance of relief margin and letter of credit is 2 years starting from the date on which the Creditor makes such advance
payment.


 


3.The term of the guarantee under discounted commercial
bills is 2 years starting from the due date of such bills.


 


4.If the Creditor and the Debtor extend the performance
period of the Master Contract and the Guarantor continues its guarantee, the term of the guarantee is 2 years starting from the
expiration of such extension.


 


5.If the debt under the Master Contract is declared
due in advance by the Creditor in accordance with the Master Contract, the term of the guarantee is 2 years starting from such
earlier due date.


 


Article 5The Guarantor’s Warranties


 


1.The Guarantor has obtained all authorization
necessary for the guarantee.


 


2.The Guarantor has provided true, complete
and effective financial statements, company charter or other relevant documents to the Creditor and will accept the Creditor’s
supervision in its operation and financial condition.


 


3.If the Debtor fails to perform its
debt obligations, the Guarantor will perform its guarantee responsibility.


 


4.If the Guarantor fails to perform
its guarantee responsibility, the Creditor has the right to make deductions of such amount directly from the Guarantor’s
account with the Creditor.


5.During the period of the guarantee,
the Guarantor will notify the Creditor immediately in writing upon the occurrence of any of the following:


 


		(1)	Change in the name, address, contact information and legal representative of the Guarantor;
	 	 	 



		(2)	Change in the affiliate relationship, senior management, company charter and organization of the Guarantor;
	 	 	 
	 	(3)	Experience of material difficulty
in the operations and financial condition;
	 	 	 






		(4)	The Guarantor files, or is forced to file, for bankruptcy, restructuring;
	 	 	 



		(5)	The Guarantor is dissolved, having its license cancelled or is ordered to shut down;
	 	 	 



		(6)	Other situations that will affect the realization of the creditor’s right;



 






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6.Before undertaking any of the following,
the Guarantor must notify the Creditor in writing within 15 days and obtain the Creditor’s approval:


 


		(1)	The Guarantor changes its capital or business structure, including but not limited to contracting, lease, merger, spin-off,
reorganization, joint venture or joint capital, transfer of assets and filing for reorganization, settlement or bankruptcy;
	 	 	 



		(2)	The Guarantor provides guarantee to a third party or any other guarantee for its other debts.



 


Article 6Assumption of the Responsibility for Guarantee


 


1.Upon the occurrence of any of the following, the Creditor
has the right to demand the Guarantor to assume its responsibility for guarantee:


 


		(1)	The debt under the Master Contract is due and the Creditor has not been fully repaid;
	 	 	 



		(2)	The Debtor or the Guarantor is involved in the bankruptcy or settlement proceedings ordered by a court;
	 	 	 



		(3)	The Debtor’s, or the Guarantor’s, license is revoked, or the Debtor or the Guarantor is ordered to shut down or
dissolved;
	 	 	 



		(4)	The Debtor or the Guarantor is dead or declared missing or dead;
	 	 	 



		(5)	The Guarantor violates its obligations hereunder;
	 	 	 



		(6)	Other situations that will adversely affect the realization of the Creditor’s right.
	 	 	 



2.If the claims under the guarantee are also guaranteed
by using property as security, the Creditor may use such property to realize its claim and may also ask such guarantor to assume
responsibility.


 


3.If the Debtor has provided guarantee by using property
as security and the Creditor waives such guarantee, the Guarantor agrees to continue to bear joint and several liability for guarantee.


 


4.If the Guarantor has provided guarantee for multiple debts
(including the debt under the Master Contract) and the payment from the Guarantor is insufficient to repay all the debts due, the
Creditor has the right to decide the order of applying such payment with regard to the debts.


 


5.The Creditor has the right to decide the order when exercising
its right to offset or its right of subrogation



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Article 7Liability for Breach


 


1.If the Debtor fails to repay the Creditor, the Guarantor
must be responsible for all the resulting loss suffered by the Creditor.


 


2.Upon the occurrence of any of the following on the part
of the Guarantor, the Guarantor must pay default damages and compensate the Creditor for any resulting loss:


 


		(1)	Failure to obtain valid authorization necessary for the pledge guarantee;
	 	 	 



		(2)	Failure to provide true, complete and effective financial statements, company charter or other relevant information;
	 	 	 



		(3)	Failure to notify the Creditor of the situation set forth in Section 5.5 herein;
	 	 	 



		(4)	Engaging in activities in Section 5.6 herein without obtaining the Creditor’s prior approval;
	 	 	 



		(5)	Other acts in violation of the provisions herein.



 


Article 8Offset Right and the Dissolution Right Objection
Period


 


If the Creditor exercises its offset right
or dissolution right in accordance with the law or with the provisions herein, the Guarantor has 7 days (starting from the day
when the Creditor notifies the Guarantor either orally or in writing) to raise objections.


 


 


Article 9Dispute Resolution


 


Any dispute arising from this contract must
be resolved through consultation; if such consultation fails, the dispute may be submitted to the local people’s court.


 


During the period of the legal proceedings,
the obligations hereunder not in dispute must continue to be carried out.


 


 


Article 10Other Matters


 


The Guarantor has already received and read
the Master Contract under the guarantee.


 


 


Article 11Contract Effectiveness


 


This contract becomes effective upon execution.


 


 


Article 12This contract is in duplicates, with one to each
party.



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	Creditor:	/seal/ Agricultural Bank of China, Jinan Hi-Tech Development Zone
	Legal Representative:	ZHANF Guiying
	 	 
	Guarantor:	/s/ HOU Wanchun
	 	 
	 	 
	June 15, 2012	 


 






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