Contract of Guarantee with a Maximum
Amount


 


Contract No.: CX2012RB007


 


Guarantor A: Zhejiang Changxing Chisen
Xinguangyuan Co., Ltd.   


 


Business Lisence No. 330522000009387


 


Legal Representative: Xu Keyong


 


Domicile: Changxing


 


Domicile: Changxing  Tel.: 6029148
Zip Code: 313100


 


Financial institution account: Bank of
China : 374058357526


 


Facsimile: 6029148


 


Lender: Bank of China Ltd. Changxing County
Sub-branch


 


Legal Representative: HE Jie Qin


 


Domicile: Changxing Zip Code: 313100


 


Tel.: 6026438 Facsimile: 6026791


 


In order to guarantee the fulfillment of the
debt under the Master Contract as specified in Article 1 hereof, the Guarantor is willing to provide guarantee to Lender. Both
Parties hereby agree as follows through negotiations on the basis of equality. Unless otherwise stipulated herein, the terms herein
shall have the meanings as ascribed to them in the Master Contract.


 


Article 1 Master Contract 


 


The Master Contract of this Contract is:


 


The contracts signed by and between Lender
and Borrower Zhejiang Chisen Electric Co., Ltd. from Jan 11, 2012 to Jan 11, 2013 regarding the loan, trade
financing, letter of guarantee, capital business and other credit business contract (together “Single Contracts) and the
amendment or supplement thereto, which stipulate that they are the Master Contract under this Contract.


 


Article 2 Principal Lender’s Right
and Its Term


 


Unless the term is otherwise stipulated or
agreed in accordance with the law, during the following term, the debt actually occurred under the Master Contract constitutes
the principal Lender’s right hereunder:


 


Jan 11, 2012 to Jan 11, 2013
as stipulated in Article 1 hereof.


 


Article 3 The Maximum Amount under the
Guarantee 


 


1. The maximum amount of the principal under
the guarantee hereof is:


 


Currency: Renminbi


 


(In words): 100 Million Only


 



    	 



    	 



    

 


(In numbers): RMB100, 000,000


 


2. On the date of expiration of the term of
the principal Lender’s right as specified in Article 2 of this Contract, where it is determined to belong to the principal
Lender’s right guaranteed hereunder, the interest on the principal of such Lender’s right (including the statutory
interest, agreed interest, compound interest, penalty interest), liquidated damages, damage, the fees for the fulfillment of the
Lender’s right (including but not limited to litigation fees, attorney’s fees, arbitration fees, public notarization
fees), enforcement fees, appraisal fees, auction fees, service fees, public announcement fees), the losses caused to Lender due
to breach of Borrower and all the other payable fees shall also be the guaranteed Lender’s right. The specific amount shall
be determined when it is settled.


 


The sum of the Lender’s right amount
determined according to the two paragraphs above is the maximum Lender’s right amount guaranteed hereunder.


 


Article 4 Modes of Guarantee


 


The guarantee hereunder shall be the 1st
item.


 


		1.	Guarantee with the joint and several liabilities.



 


		2.	General guarantee liabilities.



 


Article 5 Occurrence of the Guarantee
Liability


 


In the event that Borrower fails to make
the settlement to Lender on any normal repayment date under the Master Contract or advance repayment date as agreed, Lender shall
be entitled to require the Guarantor to undertake the guarantee liability.


 


The normal repayment date referred to in
the previous paragraph refers to the date of principal repayment, interest payment as stipulated in the Master Contract, or the
date on which Lender shall pay any amount to Lender as agreed in the said contract. The advance repayment date referred to in the
previous paragraph refers to the date proposed by Borrower and as agreed by Lender to make the repayment in advance and the date
on which Lender makes a request to Borrower in order to collect the principal and interest of the Lender’s right and/or any
other amount in advance as per the contract.


 


Where there is any other real security
or guarantee for the principal debts, any right of the Lender under this Contract and the exercise thereof shall not be affected
and the Guarantor may not defense against the Lender for the existence of such other real security or guarantee.


 


Article 6 Term of Guarantee 


 


The Term of Guarantee hereunder shall be
two years as from the expiration of the term as specified in Article 2 of this Contract.


 


During the Term of Guarantee, Lender shall
be entitled to require the Guarantor to undertake the guarantee liability, together or separately, for the whole or partial, several
or single principal Lender’s right.


 


Article 7 Statute
of Limitation of Guarantee Liabilities 


 


If principal Lender’s right hasn’t
been settled, under the condition of joint and several liabilities, Lender requires that the guarantor undertakes the responsibility
before the expiration of the term as specified in Article 6 of this Contract. Guarantee liabilities and the statute of limitation
begins to run when the guarantor undertakes the guarantee liabilities as per lender’s requirement,


 


Under the circumstance of general guarantee,
lender applies to litigation or arbitration before before the expiration of the term as specified in Article 6 of this Contract,
Guarantee liabilities and the statute of limitation begins to run when the judgment or verdict comes into effect.


 



    	 



    	 



    

 


Article 8 Relationship between this
Contract and the Master Contract


 


Provided that the Master Contract contains
the Credit Line Agreement/the Credit Master Agreement, where the term for using the credit line/the term of business cooperation
therein is extended, it shall be subject to the written consent of Guarantor. Without the consent of Guarantor or provided that
Guarantor refuses it, Guarantor shall only undertake the guarantee liability within the maximum amount of the guaranteed Lender’s
right as stipulated in Article 3 hereof for the principal Lender’s right occurred during the original term for using the
credit line/the term of business cooperation and the term of guarantee is still the original term.


 


Change to another content or issues of
the Credit Line Agreement/the Credit Master Agreement, and to other single agreement thereunder, or to the single Master Contract
has not to be subject to the consent of Guarantor, who shall still undertake the guarantee liability for the changed Master Contract
within the maximum amount of the guaranteed Lender’s right as stipulated in Article 3 hereof.


 


Subject to the agreement between Lender
and Guarantor through negotiations, the maximum amount of the guaranteed Lender’s right as stipulated in Article 3 hereof
may be changed in writing.


 


Where Lender entrusts the whole or partial
rights and obligations hereunder to other agency of the Bank of China Limited to fulfill or transfer the principal Lender’s
right to a third party, it has not to obtain the consent of Guarantor and the guarantee liability of Guarantor shall not be mitigated
or exempted thereby.


 


Article 9 Representation and Warranty


 


Guarantor A makes the following representation
and warranty:


 


1. Guarantor has the full civil legal capacity
and civil conduct capacity;


 


2. Guarantor fully understands the contents
of the Master Contract, and execution and performance of this Contract is based on the true meaning of Guarantor and has obtained
legal and effective authorization as per the requirements of by-laws or other legal documents that is binding upon Guarantor;


 


In case the company acts as the guarantor,
please provide with the guarantee which has been approved by Board’s meeting or shareholder’s meeting as per the memorandum
of the company; the memorandum sets limitation on the total guarantee amount and single guarantee amount, the guarantee amount
in this Contract hasn’t exceed the limitation.


 


3. Any and all the documents and materials
provided by Guarantor A to Lender are accurate, authentic, complete and valid;


 


4. Guarantor accepts the supervision and
examination of Lender on the operating condition, financial status of Guarantor and provides assistance and cooperation;


 


5. Guarantor fails to conceal the major
liability it has undertaken until the date of execution of this Contract to Lender;


 


6. In the event that a situation happens
that may probably affect the financial status of Guarantor and the ability of performing the Contract, including but not limited
to division, consolidation, joint operation, Chinese-foreign joint venture, cooperation, contracting,
restructuring, system transformation, plan to go public, decrease of registered capital, transfer of major assets or share transfer,
assumption of major liabilities, applying for dissolution, being revoked, applying for or being applied for bankruptcy, involvement
in material litigation or arbitration, Guarantor shall promptly notify Lender.


 


Article 9 Authorization of Personal
Credit Information


 


Guarantor hereby authorizes: Lender may
inquire about the personal credit report of Guarantor in the personal credit information basic database of the People’s Bank
of China in the occurrence of any of the following circumstances in relation to Guarantor.


 



    	 



    	 



    

 


1. To review the personal loan application
of Guarantor;


 


2. To review the personal guarantee application
of Guarantor;


 


3. To conduct after-loan management of
the personal loan or guarantee under the name of Guarantor;


 


4. In order to accept and handle the loan
application of a legal person or other entity or the legal person or other entity as a guarantor, it is required to inquire about
the credit status of Guarantor as a legal representative or contributor.


 


Meanwhile, Guarantor authorizes Lender
to submit its personal credit information to the personal credit information basic database of the People’s Bank of China.


 


Article 10 Disclosure of Related Party
in Guarantor’s Group and Related Party Transaction


 


Both Parties apply to the 1st
item hereunder:


 


		1.	Guarantor is not belong to the group client indentified by the lender in accordance with Commercial
Bank Credit Business Risk Management Guide to Group Client (“Guide” for short).



 


		2.	Guarantor belongs to the group client identified by the lender. Guarantor should report to the
lender the related party transactions involving over 10% net assets, including the relationship among the transaction parties,
transaction item and nature, transaction amount or the proportion accordingly, pricing policies( transactions without amount or
only with symbolic amount included) as per the terms specified in Article 17 of this “Guide”.



 


Article 11 Default Events and Handling


 


The occurrence of any of the following
situations shall constitute, or be deemed as, breach of contract by Guarantor under this Contract:


 


1. failure to fulfill the guarantee responsibility
on time pursuant to this Contract;


 


2. the statement made herein is untrue
or violation of the commitments made herein;


 


3. occurrence of the event as specified
in paragraph 6 of Article 8 hereof, which seriously affects Guarantor’s financial status and the ability to perform this
Contract;


 


4. Guarantor becoming a person with the
restricted civil conduct capacity or without the civil conduct capacity;


 


5. violation of other provisions in relation
to the rights and obligations of the Parties herein;


 


6. occurrence of a default event under
other contract between Guarantor and Lender or other agency of the Bank of China Limited.


 


In the occurrence of the default event
as listed in the above paragraph, Lender shall be entitled to take the following measures, separately or simultaneously, as the
case may be:


 


1. to require Guarantor to correct its
breach of contract within the specified time limit;


 


2.to decrease, suspend or terminate the
credit line to Guarantor, wholly or partially;


 


3.to suspend or terminate the acceptance
and handling the business application of Guarantor under other contracts, wholly or partially; to suspend or terminate the grant
and handling of the loan, wholly or partially, that has not been granted;


 


4. to announce the whole or partial principal
and interest of Guarantor’s loan under other contract and other payables mature immediately;


 


5. to terminate and rescind this Contract,
and other contract, wholly or partially, between Guarantor and Lender;


 



    	 



    	 



    

 


6. to require Guarantor to compensate the
loss caused to Lender due to its breach of contract;


 


7. subject to prior or post notice, to
deduce and allocate the amount in the account opened by Guarantor with Lender to settle the whole or partial debt that Guarantor
owes to Lender. The outstanding amount in the account shall be deemed mature in advance. Provided that the currency in the account
is different from that used in the business of Lender, the amount shall be calculated by the settlement and sale listed foreign
exchange rate that Lender applies in the deduction and collection;


 


8. other measures as considered necessary
by Lender.


 


Article 12 Reservations of Rights


 


Either Party’s failure to exercise
partial or whole right, or failure to require the other Party to fulfill and undertake partial or whole obligation hereunder shall
not constitute the Party’s waiver of such right or exemption of such obligation and liability.


 


Any tolerance, extension or delay of either
Party in exercising the rights hereunder to the other Party shall not affect any right it shall be entitled in accordance with
the law and regulation, nor shall it be deemed as the waiver of such right.


 


Article 13 Modification, Amendment and
Termination


 


This Contract may be modified or amended
in writing subject to the agreement of both Parties through negotiation. Any modification or amendment shall constitute integral
part of this Contract.


 


Unless otherwise stipulated in the law
and regulation agreed between the Parties concerned, this Contract shall not be terminated before the rights and obligations hereunder
are fully implemented.


 


Unless otherwise stipulated in the law
and regulation agreed between the Parties concerned, invalidity of any clause of this Contract shall not affect the legal force
of other clauses hereof.


 


Article 14 Applicable Law and Settlement
of Dispute 


 


This Contract shall be governed by and
construed in accordance with the law of the People’s Republic of China.


 


Any dispute and controversy arising from
the performance of this Contract may be first settled through negotiations, failing which, the Parties agree to resolve it in the
same way identical to the way of settlement of disputes as stipulated in the Master Contract.


 


During the period of settling the dispute,
provided that such dispute will not affect the performance of other provisions hereof, such other provisions shall continue to
be performed.


 


Article 15 Fees


 


Unless otherwise determined in accordance
with the law or agreed by the Parties concerned, any fees arising from the conclusion, performance of this Contract and the settlement
of disputes (including the attorney’s fees) shall be undertaken by Guarantor.


 


Article 16 Appendix


 


The appendix subject to the mutual confirmation
of both Parties is integral part of this Contract and has the equal legal force to this Contract.


 



    	 



    	 



    

 


Article 17 Miscellaneous 


 


1. Without the consent of Lender in writing,
Guarantor shall not transfer any right or obligation hereunder to a third party.


 


2. Provided that Lender needs to entrust other
agency of the Bank of China Limited to fulfill the right and obligation hereunder as required for the business needs, Guarantor
shall accept it. The said agency of the Bank of China Limited entrusted by Lender shall be entitled to exercise all the rights
hereunder and bring a lawsuit to the court with respect to any dispute hereunder or submit it to the arbitration commission for
an arbitral award.


 


3. Provided that other provisions hereof will
not be affected, this Contract is legally binding upon the Parties or successor and assignee generated in accordance with the law.


 


4. Unless otherwise agreed, both Parties designate
the domiciles as specified herein as the correspondence and contact addresses and undertakes to promptly notify the other Party
in writing where the correspondence and contact address is changed.


 


5. The headings and name of the business herein
are used for the convenience of reference only and shall not be used to interpret the contents of the clauses and the rights and
obligations of the party concerned.


 


Article 18 Effectiveness of Contract


 


This Contract shall come into effective when
it is signed by Guarantor, responsible person of Lender or its authorized signatory together with the company’s seal being
affixed onto it.


 


This Contract is in triplicate, with each
Party and Borrower holding One copy, all of which shall have the equal legal force.





 


	Guarantor:	Zhejiang Changxing Chisen Xinguangyuan Co., Ltd.     	 





	 





	Authorized Signatory: 	  
    /s/ Authorized Person      	 





	 





	Date: Jan 11, 2012 	 	 





	 





	Lender: Bank of China Ltd.	Changxing County Sub-branch (seal)	 





	 





	Authorized Signatory:	 
     /s/ Authorized Person      	 


 


	Date: Jan 11, 2012