Exhibit
      10.5(a)


    Guaranty
      Contract for Maximum Credit Line


     

    (Applicable
      as of the date of execution of the Credit Line Contract) 

    Contract
      Number: Shen Fa Ai Guo Lu Er Bao Zi, No. 816070618016


     

    Party
      A
      (Debtee in Master Contract): Shenzhen Development Bank: Shenzhen Aiguo Road
      Sub-branch

    Address:
      1st/F,
      Jintong Building, 1058 Aiguo Road, Shenzhen

    Tel:
      25409815 Fax: 25420425

    Principal:
      Fu Nannan Title: Head


     

    Party
      B
      (Guarantor): Pan Dangyu

    Type
      of
      Certificate: ID Card, No.

    (*
      Left
      blank if Party B is an institution) 

    Address:
      Room. 604, 2nd/F,
      34th
      Building, No.463 Da Yuan, Shougouling Road, Tianhe District,
      Guangzhou

    Tel:             Fax:


    Legal
      Representative*:             Title
      *:


    (*
      Left
      blank if Party B is an individual person) 

     

    To
      guarantee the performance of the “Contract for Line of Discount on Commercial
      Acceptance Bills” (Shen Fa Ai Guo Lu Shang No. 816070618014, hereinafter
      referred to as the “Master Contract”) signed by and between Party A and
Shenzhen
      Highpower Technology Company Limited.
      (“Debtor”), Party B hereby provides Party A with joint and several liability
      guaranty as the guarantor of the Debtor in the Master Contract. After reaching
      agreement through consultations, the parties hereto have entered into this
      contract (the “Contract”) as represented by the terms and conditions set out
      below: 

     

    Article
      1 Scope
      of
      Guaranty

     

    The
      scope
      of guaranty shall be as defined in Subsection 1 below:

     

    
      	
              1.

            	
              The
                principal, interest, compound interest and penalty interest of all
                the
                debts (including contingent debts) undertaken by the Debtor in the
                Master
                Contract as well as the expenses incurred by realization of creditor’s
                right. The maximum limit of debt principal is RMB 50
                million.

            


    

     

    
      	
              2.

            	
              In
                case the guaranty is provided according to a certain percentage share,
                the
                scope of guaranty is the debts (including contingent debts) that
                should be
                undertaken by the Debtor under the Master Contract, which amount
                to a
                principal of (converted to)
                / (in
                words)
                / and
                the related interest, compound interest, penalty interest and expenses
                incurred by realization of creditor’s right. So long as the debts under
                the Master Contract remain outstanding, Party A shall have the right
                to
                require Party B to bear guaranty responsibility to the extent of
                the
                balance of debts within the afore-mentioned scope of guaranty.
                

            


    

     

    
      	
              3.

            	
              _______________/___________________.
                

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    The
      expenses incurred by realization of creditor’s right include without limitation
      notification costs, fees of service, commission of survey, lawyer’s fee, legal
      cost, travel expenses, evaluation cost, auctioneer’s fee, attachment fee and
      enforcement charges. 

     

    Article
      2
      Guaranty
      Term. The guaranty term hereunder shall be from the effective date hereof to
      two
      years after expiration of the credit extension within the credit term under
      the
      Master Contract. During the guaranty term, if Party A transfers its creditor’s
      right to any third party de jure, Party B shall continue to bear guaranty
      liability within the original scope of guaranty. 

     

    Article
      3
      Guaranty
      Liability. Party B shall be jointly and severally liable for the repayment
      of
      all the debts that fall within the scope of guaranty. When the Debtor fails
      to
      fulfill its repayment obligations that have fallen due, Party A may claim
      against the Debtor or against Party B directly in its sole discretion. Party
      B
      hereby irrevocably authorizes Party A to deduct the amount of the creditor’s
      right that has fallen due directly from the bank account of Party B when and
      if
      the Debtor fails to fulfill its repayment obligations (at the expiration and
      earlier expiration of the contract).

     

    Article
      4
      The
      guaranty hereunder is an independent guaranty and shall remain immune to the
      guaranty provided by any other guarantor, if any. 

     

    Article
      5
      The
      guaranty hereunder is an irrevocable guaranty and shall remain immune to any
      agreement or document signed by and between the Debtor and any institution.
      It
      also shall remain unchanged in any circumstance, including but not limited
      to
      Debtor’s bankruptcy, insolvency, loss of corporate status or revision of its
      articles of association. 

     

    Article
      6
      In the
      event that the Master Contract and/or any specific business contract thereunder
      becomes invalid or partially invalid in law due to whatever reasons, the Debtor
      in the Master Contract shall still discharge all repayment obligations and
      Party
      B shall still bear guaranty responsibility for the repayment obligations of
      the
      Debtor in the Master Contract.

     

    Article
      7
      Representations and Warranties of Party B

     

    Party
      B
      is legally qualified to enter into and perform this Contract. The signing and
      performance hereof have been fully authorized by the board of directors or
      other
      competent authorities (if such authorization is needed). 

     

    Party
      B
      represents and warrants that all the application information made available
      to
      Party A is true, legal, valid and free of any major error that deviates from
      facts or omission of any major fact.

     

    In
      case
      of any change to its domicile, mailing address, telephone number, scope of
      business or legal representative, Party B represents and warrants to give a
      written notice to Party A within ten (10) days after making such change. If
      Party B fails to fulfill the above notification obligation, all the notices
      and
      documents sent by Party A to the original address shall be deemed as having
      been
      effectively delivered to Party B.

     

    Party
      B
      is fully aware of and understands the content of all provisions hereof and
      has
signed
      this Contract as an expression of its true intention. 

     

    Article
      8
      Revision
      of Contract

     

    
      	
              1.

            	
              Either
                party that needs to change or terminate this Contract shall give
                a written
                notice to and sign a written agreement with the other party first.
                Before
                a written agreement is reached on the change or termination hereof,
                this
                Contract shall remain valid. 

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
              2.

            	
              Party
                A’s tolerance of Party B shall not be deemed a change or termination
                hereof, unless a written agreement of change is reached as described
                above. 

            


    

     

    
      	
              3.

            	
              Before
                revising the Master Contract, Party A shall seek the consent of Party
                B in
                writing and in a timely manner. After granting consent, Party B shall
                continue to bear joint and several guaranty liability for the debts
                under
                the revised Master Contract, except that the revision of the Master
                Contract has reduced the debts of the
                Debtor.

            


    

     

    Article
      9
      Governing Laws and Settlement of Disputes

     

    
      	
              1.

            	
              This
                Contract is concluded in accordance with and governed by the laws
                of the
                People’s Republic of China. 

            


    

     

    
      	
              2.

            	
              All
                disputes arising out of this Contract or in connection therewith
                shall be
                settled as agreed in the Master
                Contract.

            


    

     

    Article
      10
      Other
      mutually agreed matters:

     

    _____________________________________/_________________________________________________________________________________

    _______________________________________________________________________________________________________________________

    _______________________________________________________________________________________________________________________

    _______________________________________________________________________________________________________________________

    _______________________________________________________________________________________________________________________

    ___________________________________

     

    Article
      11
      This
      Contract shall take effect after it is signed and sealed (seal inapplicable
      to a
      party that is a person) by both parties. This Contract is made out in four
      originals, with two being held by Party A, one by Party B and one by the Debtor,
      all having equal force and effect. 

     

    Seal
      of
      Party A: 

    Signature
      of Principal or Authorized Agent: 

    Shenzhen
      Development Bank: Shenzhen Aiguo Road Sub-branch 

    /s/
      Fu
      Nannan

    June
      18,
      2007


     

    Seal
      of
      Party B (an institution):

    Signature
      of Legal Representative or Authorized Agent: 

    Date:


     

    Signature
      of Party B (a person)

    Signature
      by itself or by its Authorized Agent:

    /s/
      Pan
      Dangyu

    June
      18,
      2007

     

    
      
        
        

      

      
        3