Prepared under supervision of the headquarters
of Hua xia Bank


 


Maximum
Amount Guarantee Contract


 


HANGZHOU BRANCH of HUA XIA BANK CO.,
LTD.


 



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Maximum
Amount Guarantee Contract


 


No.:HZ07GB20110054


 


Party A (Guarantor): Zhejiang Chisen Glass
Company Limited


 


Address: Meishan Economic Development Zone
of Changxing County, Zhejiang Province


 


Zip Code: 313100


 


Legal Representative: Xu Keping


 


Tel: 0572-6709758


 


Fax: 0572-6709758


 


Bank of Basic Account: Meishan Sub-branch
of China Construction Bank


 


Account Number: 33001647240056008088


 


Party B (Creditor): Zhijiang Branch of
Hangzhou city of Hua Xia Bank Co., Ltd.


 


Address: No.218, Qingchun Road, Hangzhou


 


Zip Code: 310006


 


Legal Representative/Person in Charge:
Zhu Xiumin


 


Tel: 0571-87709288


 


Fax: 0571-87709279


 


In accordance with Security Law of the
People’s Republic of China and other relevant laws and regulations, Party B will, within the provided period hereby,
consecutively establish several credits under the Main Contract with the debtor, Zhejiang Chisen Electric Co., Ltd. (hereinafter
referred to as “Main Contract Debtor”), and Party A will provide guarantee to Party B as a security for the above credits
(hereinafter referred to as “Main Credit”) within the maximum amount of the credits. In this case, Party A and Party
B, on the basis of negotiation, hereby conclude this Contract.


 


Article 1.          Category
of the Secured Main Credit, Maximum Credit Amount and Occurrence Period of the Credits


 


1.1.          Form
of the Main Contract under this Contract. Please select the applicable one from the following options:


 


þ Party
B and Main Contract Debtor execute the Maximum Amount Financing Contract No. HZ07 (Financing) 20110011.
Such contract and specific business contract under it will be referred to as Main Contract in this Contract;


 


x Party
B and Main Contract Debtor, within the occurrence period of main credits as provided in the Article 1.4 of this Contract,
consecutively execute several_________, which are all Main Contracts mentioned in this Contract. 


 


1.2.          Category
of the business in connection with main credits secured by Party A is the same as provided in the Main Contract.


 


1.3.          The
maximum credit amount secured under this Contract is: sixty million only (capitalized amount) in RMB (currency) (if
the credit is in different currency, the amount shall be decided using exchange rate published by Party B on the date the credit
occurs).


 



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The maximum credit
amount means the balance of principal of the maximum main credit, in details as follows:


 


1.3.1.         The
entire principal amount under usage and not paid off by Main Contract Debtor at any time (if the business under the Main Contract
is Letter of Credit (L/C), Bank Acceptance Bill or Letter of Guarantee (LOG) and Shipping Guarantee,
the amount shall be the outstanding but not settled business balance) which does not exceed the above limit. However, within the
above limit, Main Contract Debtor may apply for circularly using the principal amount which has been paid off;


 


1.3.2.         The
maximum credit amount is the maximum limit of the main credit’ s principal, and Party A agrees to undertake the liability
arising out of the guarantee for the interest, penalty interest, expenses and other due payables within the scope provided in the
Article 2 of this Contract, on condition that the principal does not exceed the above limit.


 


1.4.       Occurrence
period of main credits under security of this Contract is from November 14, 2011 to November 14, 2012. Detailed meaning
of this Article is as follows:


 


1.4.1.         In
case that the provided business category in the Main Contract is borrowing, the date on which each borrowing is actually provided
shall not later than expiration date of such period;


 


1.4.2.         In
case that the provided business category in the Main Contract is bill acceptance/L/C /LOG (or shipping guarantee), the date on
which Party B accepts the draft/opens the L/C/opens the LOG (or shipping guarantee) is not later than the expiration date of such
period;


 


1.4.3.         The
due date of each credit shall be determined as per specific provisions of those business contracts, and not subject to whether
such period expires or not.


 


Article 2.          Scope
of Guarantee


 


2.1.       The
scope of guarantee provided by Party A covers the main credit’s principal, interest, overdue interest, penalty interest,
compound interest, liquidated damages, compensations, expenses incurred to Party B for realizing the credit (including but not
limited to litigation fee, arbitration fee, property preservation fee, announcement fee, evaluation fee, appraisal fee, auction
fee, business trip cost, communication cost, and lawyers’ fee, etc.) and other payables due to Main Contract Debtor.


 


2.2.       All
the expenses covered in the above scope, except for the principal, will be attributed to Party A’s guarantee liability, other
than the maximum credit amount secured under this Contract.


 


Article 3.          Determination
of the Secured Credit and the Guarantee Method


 


3.1.       The
credit secured under this Contract may be determined upon any one of the following circumstances:


 


3.1.1.         The
occurrence period as provided in the Article 1.4 of this Contract expires;


 


3.1.2.         The
creditor under the Main Contract announces, in accordance with laws and regulations, or provisions in the Main Contract, that all
the credits under the Main Contract become mature ahead of schedule;


 


3.1.3.         Other
circumstances stipulated by laws and regulations under which the secured credit can be determined.


 


3.2.       Determination
of credit secured under this Contract will bring out the following effects:


 


3.2.1.         Upon
determination of credit secured under this Contract, all the credits under the Main Contract which have not been paid off, whether
such credits are due or not, or subject to additional precondition or not, shall be attributed to the scope of secured credit;


 


3.2.2.         Upon
determination of credit secured under this Contract, all the amount other than the principal, provided in the Article 2 of this
Contract, whether it occurs or not, shall be attributed to the scope of secured credit;


 



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3.3.       Party
A’s guarantee shall be joint and several. From the date on which the secured credits are determined until all the secured
credits are paid off, Party B is entitled to directly claim to Party A, and Party A shall immediately liquidate the due debt in
case Main Contract Debtor fails to pay off the debt as provided.


 


3.4.       If
besides the security under this Contract, there is any other kind of security under the Main Contract (including but not limited
to the property security provided by Main Contract Debtor to Party B), Party B is entitled to the priority to exercise the right
hereunder by claiming the joint and several liability of Party A; the guarantee liability undertaken by Party A to Party B will
neither be affected by any other security, nor be subject to Party B claiming to any other guarantors or filing the case to litigation/arbitration/statutory
enforcement. In the event that Party B, due to any reason, abandons or changes the property security provided by Main Contract
Debtor or changes the sequence of such several securities which results in release or reduction of priority of compensation under
the above property security, Party A agrees that its guarantee liability under this Contract will not be released or reduced along
with that.


 


3.5.       If
Party A provides security for only part of the credit under the Main Contract, liquidation of part of the main credit will not
reduce or release Party A’s security liability accordingly, and Party A shall still guaranty balance of the debt under the
Main Contract within the secured amount limit which it is committed to under this Contract.


 


Article 4.          Duration
of Guarantee


 


4.1.       Duration
of guarantee by Party A is two years, with the commencement date determined as follows:


 


4.1.1.         If
the date on which any debt’s liquidation period expires is earlier than or the same as that when the secured credit is determined,
the commencement date of duration of guarantee by Party A for such debt shall be the date on which the secured credit is determined.


 


4.1.2.         If
the date on which any debt’s liquidation period expires is later than that when the secured credit is determined, the commencement
date of duration of guarantee by Party A for such debt shall be the date on which such debt’s liquidation period expires.


 


4.2.       “The
date on which the debt’s liquidation period expires” in the above paragraph means the maturity date for each debt in
case Main Contract debt pays off the debt on account, and the maturity date ahead of schedule announced by the creditor as provided
in the Main Contract.


 


4.3.       As
for L/C, bank acceptance bill, LOG and shipping guarantee under the Main contract, the date on which Party B pays the amount thereunder
shall be considered as the debt’s maturity date.


 


Article 5.          Party
A’s Rights and Obligations


 


5.1.       Party
A warrants that it was legally incorporated and is duly existing, and has the legal qualification and liquidation capacity to act
as guarantor as required by laws, and is willing to provide and undertake guarantee liability with assets it owns or it has right
to dispose.


 


5.2.       Party
A warrants that it has been approved by its superior competent authorities, or its power organs such as board of directors, board
of shareholders, general meeting of shareholders and obtained necessary authorization to execute this Contract, as required by
laws and its Articles of Association.


 


5.3.       Party
A warrants that executing and performing this Contract will violate neither provisions or agreements which Party A and its assets
are subject to, nor security agreements or other agreements signed by Party A with others, nor any other documents, arrangements
and commitments which Party A is subject to.


 


5.4.       All
the documents and materials provided by Party A to Party B are of authenticity, accuracy, legality and validity.


 


5.5.       Party
A understands and agrees all provisions in the Main Contract, on the basis of which it is willing to provide guarantee to Main
Contract Debtor and liquidate the debt instead of Main Contract Debtor as provided herein.


 



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5.6.       In
case the Main Contract mentioned in this Contract is Bank Acceptance Agreement, Party A warrants that any bill or non-bill
dispute arising between Main Contract Debtor and holder, endorser of acceptance draft or other involved parties will not affect
guarantee liabilities of Party A to Party B under this Contract.


 


5.7.       Party
A warrants that within the term of this Contract, it will not provide any other security which is beyond its security capacity
to any third party.


 


5.8.       Party
A warrants that within the term of this Contract, it will offer financial statements such as balance sheet, income statement and
cash flow statement, upon request of Party B, and accept Party B’s inspection and supervision to its production and operation
activities and financial position.


 


5.9.       During
the term of this Contract, Party A shall, thirty days before occurrence of events including but not limited to contracting, lease,
trusteeship, asset reorganization, debt reorganization, shareholding reform, affiliating with others, consolidation (or merger),
separation, assignment of ownership with consideration, join venture (or cooperation), decreasing registered capital, or applying
for suspending operation, dissolution (or cancellation), restructure, or reconciliation, bankruptcy, or any change on its own system
or legal status, notice Party B in written and implement all the guarantee liabilities under this Contract.


 


5.10.     During
the term of this Contract, Party A shall, within three days after occurrence of events including being announced as subject to
suspending operation, closing business, dissolution (or cancellation), reorganization, or bankruptcy or be other changes on its
own system and legal status, or other circumstances which are sufficient to threaten its own normal operation, or have itself lose
security capacity, notice Party B in written.


 


5.11.     In
case of any change on its address, name and legal representative, Party A shall notice Party B within seven days in written upon
such changes.


 


5.12.     If
purpose of the borrowing under the Main Contract is to liquidate the previous borrowings, Party A shall still oblige itself to
undertake the guarantee liability.


 


Article 6.          Party
B’s Rights and Obligations


 


6.1.       Party
B may at any time require Party A to provide financial reports, statements and other materials which may reflect Party A’s
operation and credit status.


 


6.2.       If
Party A fails to perform obligations herein, Party B may directly deduct amount from Party A’s account in any business organs
of Hua Xia Bank, which is equal to due amount Party A shall pay. In case the amount Party B will deduct is in different currency
from that of Party A’s bank account, the amount to be deducted shall be calculated at the exchange rate published by Party
B on the date when the amount is deducted.


 


6.3.       Party
B may execute specific business contract (or agreement) with Main Contract Debt without additional notice to Party A.


 


Article 7.          Liability
of Default


 


7.1.       After
this Contract comes into force, both Party A and Party B shall perform obligations herein, any party’s failure to perform
all or part of which will result in according liability of default, and the violating party shall indemnify the other party all
the loss arising thereout.


 


Article 8.          Effectiveness
of Contract


 


8.1.       This
Contract shall come into effect upon execution of both parties.


 



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8.2.       Effectiveness
of this Contract is separate from that of the Main Contract and will not become invalid upon the Main Contract’s invalidity.
If the Main Contract is decided to be invalid, Party A shall undertake joint and several guarantee liability to the debt which
arises due to Main Contract Debt’s liability to return assets or compensate the loss.


 


Article 9.          Amendment
and Termination of Contract


 


9.1.       Upon
effectiveness of this Contract, any party herein shall not amend or terminate this Contract without the other party’s consent.


 


9.2.       If
the main debt under this Contract is payment under L/C, Party A confirms that, when the applicant of opening L/C and Party B agrees
on amendment of L/C, and if amount under the amended L/C (excluding interest, liquidated damages, compensation and other relevant
expense) does not exceed maximum credit amount secured under this Contract, the above amendment can be deemed as agreed by Party
A in advance no matter how the amount of L/C and other clauses are changed, and this guarantee contract will be continuously valid
and Party A will continue to undertake joint and several guarantee liability accordingly.


 


Article 10.         Resolution
of Dispute


 


10.1.         Any
dispute arising out of performance of this Contract shall be resolved by negotiation and if failing to resolve by negotiation,
both parties may select one of the following methods:


 


S To file the case to people’s court where Party B is domiciled;


 


þ To file the case
to people’s court where this Contract is executed;


 


S To
submit the dispute to______________arbitration commission for arbitration.


 


10.2.         If
the above selected dispute resolution method is different from what is provided in the Main Contract, that provided in the Main
Contract shall prevail.


 


Article 11.         Supplementary
Articles


 


11.1.         During
the term of this Contract, in case Party A’s name, legal representative and address change without sending written notice
to Party B, all the instruments sending from Party B to Party A, required in this Contract are deemed to be delivered upon they
are sent as indicated in this Contract.


 


11.2.         Other
provisions agreed by both parties


 


 


 


 


 


 


 


11.3.         When
making options in certain provisions of this Contract, please mark “ü”
in the “o”
which indicates that this option is applicable, and marking “X” in the “o”
which indicates that this option is not applicable.


 


11.4.         One
counterpart of this Contract shall be hold by Party A, two counterparts of this Contract shall be hold by Party B and Party
 shall hold      , all the counterparts have the same legal effect.


 


11.5.         Appendixes
attached hereto are integral part of and with the same legal effect with this Contract.


 



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11.6.         Party
B has taken reasonable measures to invite Party A’s attention to provisions hereunder which release or restrict Party B’s
liability and make clarification to certain provisions upon request of Party A; Party A and Party B have no conflict on understanding
to all provisions herein.


 





	
        Party A:

         


 

        Legal Representative:

        (Or Authorized Agent)

         


/s/ Authorized Person          


 

        Date: November 14, 2011
	




 








	
        Party A:

         


 


 


 

        Legal Representative/ Person in Charge:

        (Or Authorized agent)

         


/s/ Authorized Person          


 

        Date: November 14, 2011
	







 


Location of Execution: No. 73, Qingchun
Road, Hangzhou


 



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