**Exhibit4.49*(HK-law-governed Version)*To : **HSBC Bank (China) Company Limited Shenzhen Branch****GUARANTEE BY LIMITED COMPANY (Limited Amount — Under Common/Corporate Seal)****1.** **Definitions**   “**Bank**” means HSBC Bank (China) Company Limited Shenzhen Branch and its successors andassigns;   “**Banking Facilities**” means such facilities as the Bank may make or continue to make availableto the Customer or to any other person at the request of the Customer;   “**Customer**” means the person whose name and address are specified in the Schedule;   “**Default Interest**” means interest at such rate as the Bank may specify, compounded monthly ifnot paid on the dates specified by the Bank;   “**Exchange Rate**” means the rate for converting one currency into another currency which theBank determines to be prevailing in the relevant foreign exchange market at the relevant time,such determination to be conclusive and binding on the Guarantor;   “**Guaranteed Moneys**” means (i) all moneys in any currency owing by the Customer to the Bank atany time, actually or contingently, in any capacity, alone or jointly with any other person,(ii) interest on such moneys (both before and after any demand or judgment), to the date onwhich the Bank receives payment, at the rates payable by the Customer or which would have beenpayable but for any circumstance which restricts payment and (iii) expenses of the Bank inenforcing this Guarantee on a full indemnity basis;   “**Guarantor**” means the person whose name and address are specified in the Schedule;   “**Maximum Liability**” means the sum specified in the Schedule plus Default Interest on that sumor part thereof (to the extent that it is not paid by the Guarantor on demand by the Bank) andexpenses of the Bank in enforcing this Guarantee on a full indemnity basis; where a liabilityfor Guaranteed Moneys is incurred in a currency different from the currency in which theMaximum Liability is stated and the equivalent of that liability in the currency in which theMaximum Liability is stated, calculated at the Exchange Rate, has increased since it wasincurred, that increase shall be added to the Maximum Liability;   “**person**” includes an individual, firm, company, corporation and an unincorporated body ofpersons; and   “**Process Agent**” means the person, if any, whose name and Hong Kong address are specified inthe Schedule. **2.** **Guarantee**     In consideration of the Banking Facilities, the Guarantor guarantees to pay the GuaranteedMoneys to the Bank on demand.     The liability of the Guarantor shall not exceed the Maximum Liability.     The Guarantor shall pay Default Interest (to the extent that it is not paid by the Customer)on the Guaranteed Moneys from the date of demand by the Bank on the Guarantor until the Bankreceives payment of the whole of the Guaranteed Moneys (both before and after any demand orjudgment or any circumstance which restricts payment by the Customer).     A certificate of balance signed by any duly authorized officer of the Bank shall be conclusiveevidence against the Guarantor of the amount of the Guaranteed Moneys owing at any time.     The Bank shall be entitled to retain this Guarantee and any security it has in respect of theGuaranteed Moneys for such period as the Bank may certify to the Guarantor to be appropriate inorder to protect the interests of the Bank in respect of the Guaranteed Moneys.**3.** **Continuing and Additional Security**     This Guarantee is a continuing security and shall secure the whole of the Guaranteed Moneys untilone calendar month after receipt by the Bank of notice in writing by the Guarantor or a liquidatoror receiver of the Guarantor to terminate it. Nevertheless and despite the giving of such notice,this Guarantee shall continue to apply to the Guaranteed Moneys in respect of which the Customeris or becomes actually or contingently liable up to such termination and the Guarantor guaranteesto pay such Guaranteed Moneys to the Bank on demand whether that demand is made before, at the timeof or after such termination.     This Guarantee is in addition to, shall not be affected by and may be enforced despite theexistence of any other guarantee or security held by the Bank.**4.** **Customer’s Accounts**   The Bank may, at any time and despite the termination of this Guarantee, continue any existingaccount and open any new account in the name of the Customer and no subsequent transactions,receipts or payments involving such new accounts shall affect the liability of the Guarantor.
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**5.** **Payments**     Payments by the Guarantor shall be made to the Bank as specified by the Bank without anyset-off, counterclaim, withholding or condition of any kind except that, if the Guarantor iscompelled by law to make such withholding, the sum payable by the Guarantor shall be increased sothat the amount actually received by the Bank is the amount it would have received if there hadbeen no withholding.     Payment by the Guarantor to the Bank shall be in the currency of the relevant liability or, ifthe Bank so agrees in writing, in a different currency, in which case the conversion to thatdifferent currency shall be made at the Exchange Rate.     No payment to the Bank under this Guarantee pursuant to any judgment, court order or otherwiseshall discharge the obligation of the Guarantor in respect of which it was made unless and untilpayment in full has been received in the currency in which it is payable under this Guarantee and,to the extent that the amount of any such payment shall, on actual conversion into such currency,at the Exchange Rate, fall short of the amount of the obligation, expressed in that currency, theGuarantor shall be liable for the shortfall.     Any moneys paid to the Bank in respect of the Guaranteed Moneys may be applied in or towardssatisfaction of the same or placed to the credit of such account as the Bank may determine with aview to preserving its rights to prove for the whole of the Guaranteed Moneys.     If any moneys paid to the Bank in respect of the Guaranteed Moneys are require dto be repaidby vitue of any law relating to insolvency, bankruptcy or liquidation or for any other reason, theBank shall be entitled to enforce this Guarantee as if such moneys had not been paid.**6.** **Set-off**   The Bank may, at any time and without notice, apply any credit balance to which the Guarantoris entitled on any account with the Bank in or towards satisfaction of the Guaranteed Moneys.For this purpose, the Bank is authorized to purchase, at the Exchange Rate, such othercurrencies as may be necessary to effect such application with the moneys standing to thecredit of such account.**7.** **Lien**   The Bank is authorized to exercise a lien over all property of the Guarantor coming into thepossession or control of the Bank, for custody or any other reason and whether or not in theordinary course of banking business, with power for the Bank to sell such property to satisfythe Guaranteed Moneys. **8.** **Guarantor as Principal Debtor**   The liability of the Guarantor under this Guarantee shall not be discharged or otherwiseaffected by reason of the Bank entering into any agreement or arrangement with the Customer orany other person or by reason of any legal limitation, disability or incapacity or any otheract, omission or circumstance which, but for this provision, would discharge the Guarantor toany extent. Any Guaranteed Moneys which may not be recoverable from the Customer for any suchreason shall be recoverable by the Bank from the Guarantor as principal debtor by way ofindemnity, on demand, together with Default Interest thereon in accordance with Clause 2.03. **9.** **Guarantor as Trustee**     The Guarantor shall not, until the whole of the Guaranteed Moneys have been received by the Bank,exercise its rights of subrogation, indemnity, set-off counterclaim against the Customer or itsrights to participate in any security the Bank has in respect of the Guaranteed Moneys, or ,unless required by the Bank to do so, to prove in the bankruptcy or liquidation of the Customer.The Guarantor shall hold any amount recovered, as a result of the exercise of any of such rights,on trust for the Bank and shall pay the same to the Bank immediately on receipt.     The Guarantor has not taken any security from the Customer and agrees not to do so until theBank has received the whole of the Guaranteed Moneys. Any security taken by the Guarantor in breachof this provision shall be held in trust for the Bank as security for the Guaranteed Moneys and allmoneys at any time received in respect thereof shall be paid to the Bank immediately on receipt.**10.** **No Waiver**   No act or omission by the Bank pursuant to his Guarantee shall affect its rights, powers andremedies hereunder or any further or other exercise of such rights, powers or remedies. **11.** **Consent**
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The Guarantor agrees that the Bank may, for such purposes as the Bank may consider reasonablyappropriate, disclose and/or obtain information concerning the Guarantor (including details ofand relating to all or any transactions or dealings between the Guarantor and the Bank) to orfrom: (a) any agent, contractor or third party service provider (whether situated within oroutside Hong Kong) which provides administrative, telecommunications, computer, payment,processing or other services to the Bank in connection with the operation of itsbusiness;  (b) credit reference agencies;  (c) any person to whom the Bank is under an obligation to make disclosure under therequirements of any applicable laws, regulations or judicial process; and  (d) any actual or proposed participant or sub-participant of the Banking Facilities (orany part thereof).In the event that such information includes the personal or other data of any third party orindividual, the Guarantor confirms and warrants that it has obtained the consent of such thirdparty or individual to the provision of such data to the Bank for such purposes and fordisclosure to such persons as referred to in this Clause. The Guarantor will indemnify andhold the Bank harmless from all costs, penalties, damages and other losses incurred as theresult of any breach of the terms of this Clause.**12.** **Assignment**     The Guarantor may not assign or transfer any of its rights or obligations hereunder. The Bankmay assign any of its rights hereunder to a person in whose favour its has made an assignment ofall or any of the Banking Facilities.     Without prejudice to the foregoing and any right of assignment enjoyed by the Bank under anyapplicable law or any other documents, the Bank may, without the Guarantor’s consent, assign anyand/or all of its rights and obligations hereunder to any HSBC Group member(s) that are/is morethan 50% owned or controlled by HSBC Group or to any branch or sub-branch of the Bank.**13.** **Communications**   Any notice, demand or other communication under this Guarantee shall be in writing addressedto the Guarantor at its registered office address or at the last address registered with theBank and addressed to the Bank at its office specified in the Schedule or such other addressas the Bank may notify to the Guarantor for this purpose any may be delivered personally, byleaving it at such address, by post, facsimile transmission or telex and shall be deemed tohave been delivered to the Guarantor at the time of personal delivery or on leaving it at suchaddress or on the second day following the day of posting or on the day of dispatch, if sentby facsimile transmission or telex, and to the Bank on the day of actual receipt.**14.** **Severability**   Each of the provisions of this Guarantee is severable and distinct from the others and, if oneor more of such provisions is or becomes illegal, invalid or unenforceable, the remainingprovisions shall not be affected in any way. **15.** **Governing Law and Jurisdiction**     The Guarantee is governed by and shall be construed in accordance with the laws of the HongKong Special Administrative Region (“Hong Kong”).     The Guarantor submits to the non-exclusive jurisdiction of the Hong Kong courts but thisGuarantee may be enforced in the courts of any competent jurisdiction.**16. Governing Version**  This Guarantee is executed in an English version and/or a Chinese version. In case bothversions are executed, the English version is the governing version and shall prevailwhenever there is any discrepancy between the English version and the Chinese version. **17.** **Process Agent**   If a Process Agent is specified in the Schedule, service of any legal process on the ProcessAgent shall constitute service on the Guarantor. 18. **Execution**   This Guarantee has been entered into by the Guarantor under its common corporate seal,whichever may be affixed below, on**