Exhibit 10.4(a)


 


Maximum Amount Guaranty Contract


 


(Apply to lines of credit)


 


Reference: Xing Yin Shen Longgang credit
(guarantee) zi (2015) No. 0431A


 


Creditor: Industrial Bank Co., Ltd. , Shenzhen
Longgang Branch


Address: parkland, longxiang road, longgang
town,shenzhen


Legal Representative / CEO: Xiaoxia Wen


Contact: Jinlong Huang


Address:


	Postal Code:	Fax :
	Tel: 0755-33837817	Fax:


Guarantor: Dangyu Pan


Address: Building A1, 68 Xinxia Street,
Pinghu, Longgang, Shenzhen, Guangdong, China


Legal Representative / CEO: Dangyu Pan


Contact:


Address:


	Postal Code:	Fax :
	Tel: 0755-89686939	Fax:


Contract Location: Industrial Bank Building,
Industrial Bank Co., Ltd. Shenzhen Branch


 


Important notes:


 


For protecting your rights and interests,
please read, check and confirm following items carefully before signing:


 


1. You have the right to sign this contract.
Or you have been given sufficient authority legally.


 


2. You have read and understood this contract
carefully and sufficiently, and have paid attention on assuming, exempting or limiting responsibilities of Industrial Bank Co.,
Ltd., and the content with bold font.


 


3. Your company and you have understood
the meaning of this contract and relevant legal consequence, and agree to accept these provisions.


 


4. The contract provided by Industrial
Bank Co., Ltd. is a model contract. There is space for modifying, supplement and deleting.


 


5. If you have further questions to this
contract, please consult Industrial Bank Co., Ltd.


 


The guarantor is voluntary as a financier
("creditor") to provide security for the line of credit of the applicant Springpower Technology (Shenzhen) Co., Ltd.
(or "debtor"). In order to clarify the rights and duties, abide by credit, the contracting parties signed this contract
in accordance with relevant laws and regulations to comply with.


 


Article 1 definition and interpretation


 


In addition to agreed in writing by both
parties, then:


 


1. The master contract (as defined below)
agreed definitions and interpretations applicable to this contract.


 




     


     


    

 


2. The "claims" or called the
principal debt, means the debt approval and provided by the creditor, including loans, lending, trade finance (including but not
limited to issuing letters of credit, trust receipts, packing loans, export financing, export collection bills and import bills,
etc.), bankers' acceptances, discounted bills , bills buyback, guarantees (including the Independent guarantees, see demand guarantees
and standby letters of credit, etc.) and other financing business (including principal, interest, penalty interest, compound interest,
liquidated damages, damages, cost of achieving the claim).


 


Under this contract, the claim of the financier
and the debt of the applicant mean the same content.


 


3. The "principal" refers to
the principal debt made by the business transacted by the financier, including but not limited to the principal loans, trade finance
capital, bankers' acceptances fare, bill discounting, money advanced for credit of letter, the principal part of guaranteed by
the creditor for the debtor.


 


4. The "guaranteed maximum principal"
means the amount agreed by both parties in order to clarify the scope of the claims guaranteed by the covenant. Regardless of times
and sum of the debt, the guarantor takes joint liability for all debt under the guaranteed maximum principal.


 


5. The "validity of guarantee"
refers to a continuous uninterrupted period agreed by both parties in order to clarify the scope of the claims by the covenant.
The debt happened during the period, whether the settlement deadline is over that period or not, the guarantor takes joint liability
for all debt under the guaranteed maximum principal.


 


6. "The cost of the claim for the
creditor" refers to the necessary fees of achieving the credit, including take litigation, arbitration and other ways to pay
litigation (arbitration) fees, legal fees, travel expenses, execution fees, security fees, and other expenses.


 


7. "Master Contract" means credit
contract (that is, "General Agreement") and all sub-contract signed by the financier and the applicant.


 


"Sub-contract" means based on the
basic or special contract, the contract signed by both parties after getting approval of the creditor, include the content of each
sum, the due date and other rights and obligations. The sub-contract is an integral part of the basic or special contract, with
the same legal effect. The forms of contract can be different according to business needs, as the application of L/C, bills or
other manner considered fit by the creditor. If the master contract and sub-contract has different part, the sub-contract will
be effective.


 


8. This "working day" refers
to the bank business day, If a withdrawal or repayment date is not a Business Day, delay to the next business day.


 


Article 2 the main credit contract of
guarantee


 


The master contract of guarantee is
Basic Credit Line Contract (No. XingYin ShenLonggang credit zi (2015) No. 0431), and its sub-contracts. The sum of credit is
RMB forty million only, credit period is from July 15th 2015 to July 15th 2016.


 


The guarantor will be borne joint liability
for all debts under the master contract.


 


Article 3 Maximum guarantee principal


 


1. Under this contract, maximum guarantee
principal is RMB (in word) SIXTY MILLION YUAN ONLY.


 




     


     


    

 


2. Under the maximum guarantee principal,
the guarantor is borne joint liability for all debt balance (including principal, interest, penalty, compound interest, liquidated
damages, damages, realization of claims).


 


Article 4 validity of guarantee


 


1. Valid period is from July 15th
2015 to July 15th 2016.


 


2. The loan under the contract can be used
only when during the period of validity, but the guarantor is borne joint liability for each debt whether the debt is in or over
the validity of the guarantee contract.


 


Article 5 guarantee responsibility


 


1. The guarantor is borne joint liability
under this contract. For whatever reason, if the applicant fails to fulfill due debts under the master contract (including but
not limited to early recovery of debts because of the default of the applicant or the guarantor's request), the guarantor shall
perform the repayment obligation on behalf of the debtor.


 


2. If there are several guarantors under
this contract, all guarantors shall jointly bear joint responsibility.


 


3. Main debts expire, the debtor fails
to repay the debt and interest, the guarantor shall perform the repayment obligation.


 


4. Furthering the period of the main debt,
if the creditor recovers the debt in advance according to the master contract, the guarantor shall bear joint responsibility for
this and other debts under the guarantee contract.


 


Article 6 scope of guarantee


 


1. The financial claims under this contract
("the secured claims") refers to all debts provided by the creditor to the debtor, including but not limited to the principal
debt, interest (including default interest, compound interest), breach of contract , damages , expenses of claims.


 


2. On the due date, if the applicant refused
to repay the loan, which lead to the debt rights also in the range of the guarantee.


 


3. The principal , interest and other costs,
the time of performance, usage, rights and obligations of the parties as well as any other relevant matters under the contract
shall prevail by relevant agreements, contracts, application, notice , various certificates and other records, all kinds of certificates
and other relevant legal documents issued or signed without guarantor’s confirmation.


 


4. In order to avoid ambiguity, all fees
of prepare, improve, perform or enforce the contract (including, but not limited to attorney’s fees, litigation or arbitration
costs etc.) constitute a part of the secured debt.


 


Article 7 warranty period


 


The warranty period under the contract:


 


1. The warranty period under the contract
is calculated according to each financing applied by the applicant. For each financing, the warranty period is ended after two
years of the expiration.


 


2. If there are several financings in one
master contract, the warranty period of each financing is ended after two years of the expiration.


 




     


     


    

 


3. If the principal debt is repayable in installments,
there are several financings in one master contract, each warranty period is calculated in installments, and the guarantor shall
bear responsibility for two years from the date of expiry.


 


4. If any extension agreement is signed by
financier and debtor without agreed by the guarantor, the guarantor will still bear responsibility for all financing under the
contract within two years from the date of extension expiry.


 


5. If the financier decides to recover the
debts in advance, the warranty period is two years since the date of expiry noticed by the financier.


 


6. The warranty period of bankers' acceptances,
letters of credit and letters of guarantee is two years from the date of advance payments. If advance for several times, warranty
period is calculated from each advance payment.


 


7. The warranty period of commercial bills
is two years from the date of discount maturity.


 


Article 8 on demand


 


As long as financiers submitted notification
of debt collection to the guarantor with the contract number and the amount of debt, the guarantor shall immediately perform the
repayment and give up all reasons of defense.


 


Article 9 declaration and commitment of
guarantor


 


The guarantor voluntarily made the following
statement and commitment, and liable for its truthfulness:


 


1. The guarantor is established under the
laws and a validly existing legal company, with full civil capacity. The guarantor follows the creditor's request to provide relevant
evidence, permits, certificates and other documents required by the creditor.


 


2. The guarantor has sufficient capacity to
fulfill all the obligations and responsibility under the contract, not because of any instruction, financial conditions change,
or any agreement with any party to reduce or waive their commitment to settle the obligation.


 


3. The guarantor has sufficient power, authority
and legal right to sign this contract, the guarantor has obtained and fulfilled all necessary approvals and authorizations of its
internal or other relevant procedures to make the contract execution and performance, and has achieved and fulfilled any government
department or other authority's approval, registration, authorization, consent, license or other relevant procedures for this contract,
and signed this contract with all the necessary approvals, registrations, consents, licenses , authorizations and other related
procedures remain fully valid.


 


4. The guarantor signed the contract in full
compliance with the relevant Articles of the guarantor, the internal decisions, shareholders and board resolution. The contract
does not conflict with any charter, internal decisions, shareholders resolutions, board resolution and the guarantor's policies.


 


5. The execution and performance of this contract
is based on the guarantor's true intention. Loan facility is compliance with legal and regulatory requirements, execution and performance
of this contract does not violate any binding law, regulation, ordinance or the contract. This contract is valid and enforceable,
as a result of the guarantor’s defects in the execution and performance of this contract to result in the contract is invalid,
the guarantor will immediately and unconditionally make compensation for all losses to the creditor.


 




     


     


    

 


6. Under this contract, all the documents,
financial statements and other information provided by the guarantor is true, complete, accurate and effective, and continue to
fulfill the creditor’s request of the financial indicators.


 


7. Such as a change in ownership structure
or key management personnel or other significant events and significant transactions, the guarantor shall require the prior written
consent of the financer.


 


8. If the guarantor fails to fulfill the contract
obligations, the guarantor hereby authorizes the creditor recover the funds from all branches accounts of the guarantor without
going through the judicial process.


 


9. When the guarantor has fulfilled the guarantee
responsibilities, the guarantor has the right to recover the money from the applicant without prejudice the repayment in the future.
However, if the applicant has the claim of the guarantor and the requirement of repayment from the financier at the same time,
the guarantor agreed the applicant to repay the debt of the financier first.


 


10. If the applicant and the guarantor have
or will sign a counter- guarantee contract in respect of the obligations under the contract, the counter-guarantee contract shall
not prejudice any rights of the financier in law or in fact under the contract.


 


11. Before pay off the debts, regardless of
any reason lead to reduce the guarantee ability of guarantor, the financier has the right to require the guarantor to provide a
new full and effective guarantee.


 


12. When he applicant fails to fulfill obligations,
regardless of the financier has other guarantee right of the debts, (including, but not limited to warranties, mortgage, pledge,
guarantees, standby letters of credit and any other form of guarantee), the guarantor shall bear full responsibility to ensure
the security and waive all defenses on law and property law.


 


13. There was no any litigation, arbitration
or administrative proceedings for the guarantor’s outstanding or known to occur on the guarantor, and there was no events
of liquidation or other similar proceedings whether it comes forward by the guarantor or by a third party.


 


14. If the creditor is forced into disputes
between the guarantor and any other party because of fulfilling the obligations under the contract, the guarantor should pay litigation
or arbitration costs, legal costs and other expenses.


 


15. During warranty period, the guarantor
undertakes not to transfer, conceal property, or give up, passive exercise claims in any way.


 


Article 10 Obligations of disclosing important
transactions and events


 


1.Guarantor should inform financer of significant transactions and events of guarantor in written timely.


 


2. During valid period of this contract, stock
transfer, reorganization, merger, discrete, shareholding reform, joint venture, cooperation, joint operation, contract, lease,
business scope, change of registered capital, major asset transfer, contingent liability, or anything which may affect guarantor’s
ability of assuming responsibility should be notified to financer in writing 30 days in advance.


 


3. Termination of business, going out of business,
bankruptcy, dissolution, cancellation of business license, deterioration of financial situation or involving in major business
dispute, or anything may affect guarantor’s ability to assume responsibility should be noticed to financer in 7 days by written
since the date above things take place.


 




     


     


    

 


4. When guarantor involves in major litigation
or arbitration with any third party, or other significant thing which may affect guarantor’s ability to assume responsibility,
financer should be notified by written in 7 days since the date guarantor receives relevant notice.


 


5. The guarantor promises that it will not
use its legal dispute with third party to damage financer’s right.


 


Article 11 events of default and breach
of contract


 


1. Since this contract comes into force, the
financer and the guarantor shall perform the obligations as agreed in the contract, any one party fails to perform or not completely
fulfill the obligation of this contract, shall bear the corresponding liability for breach of contract.


 


2. One of the following circumstances occurs,
the financier has the right to require the guarantor immediately to fulfill the repayment obligations:


 


(1) Any information provided by guarantor
and the statements and commitments stated in Article 9 of this contract are false, inaccurate, incomplete and misunderstood.


 


(2) Deterioration of guarantor’s credit
status and obvious weakening of repayment ability (including contingent liability);


 


(3) the guarantor violates of the foregoing
provisions of Article 10, not disclose the significant transactions and events;


 


(4) Stopping doing business, going out of
business, being announced bankruptcy, dissolution, cancellation of business license, involving in major business dispute, and deterioration
of finance condition and so on;


 


(5) Other thing which may damage financer’s
right.


 


3. If the guarantor defaults, financer has
the right to take one or more following measures:


 


(1) require the guarantor to remedy;


 


(2) require the guarantor to provide a new
full and effective guarantee;


 


(3) require the guarantor to perform guarantee
obligation in advance;


 


(4) require the guarantor to repay all direct
or indirect losses for breach of contract.


 


The guarantor shall make the implementation
of the above measures and waive all defenses.


 


Article 12 the independence of the guarantor’s
obligations


 


1. The guarantor's obligations under this
contract have independence with no effect of the relationship between any party and the third party, except there are stipulates.


 


2. The guarantee contract has independence,
regardless of any conditions; the guarantee contract is effective even if the master contract is not effective. If the master contract
is confirmed as invalid, then the guarantor still bear the joint liability for the debtor’s debts.


 


3. If the applicant violates the master contract
(including but not limited to the applicant fails to use the loan under the sub-contract) , shall not affect the liability of guarantee,
the guarantor cannot require to reduce or waive the responsibility of guarantee.


 


4. The main creditor under the contract expires
or the guarantor fails to perform under this contract, the financier has the right to directly deduct the funds from any account
of the guarantor.


 


5. As under the master contract , there are
other guarantees ( including but not limited to guarantee , mortgage , pledge, standby and any other form of security ) , the guarantor
agrees that one can give up part of security interest or security interest subordinated ( including the collateral is based on
the collateral provided by the debtor) , financier and any mortgagor / pledgor (including the mortgagor / pledgor artificially
is the debtor himself) can be varied by agreement and subordinated security interest, the amount of the secured creditor and other
content, even if financiers made the above act, the guarantor is still voluntary to bear all responsibility of this contract.


 




     


     


    

 


6. The guarantor agrees and acknowledges:
the financer and the applicant agree to alter the master contract are deemed to have the prior consent of the guarantor, the guarantor
cannot reduce the responsibility because of this.


 


7. Before the maximum guarantee claims determined,
the financer has the right to transfer part or all guarantee rights without the prior consent of the guarantor.


 


Article 13 the continuity of obligation


 


1. All the guarantor's obligations under this
contract have continuity, for his heir apparent, agent, receiver, the assignee and the main company after merger, reorganization,
change the name is completely and equally binding.


 


2. The guarantor hereby acknowledges, financiers
can continuously and cyclically to provide financing to the applicant under the contract, the guarantor has joint for liability
of all claims, regardless of the times and sum of each financing.


 


3. The contract is a continuing guarantee,
the guarantor shall bear responsibility of guarantee until the debts is paid off.


 


4. All or part of the release or discharge
of the secured creditor based on any payments, guarantees or other disposition which have been declared invalid or must be repaid,
the guarantor’s responsibility will be remain in force.


 


Article 14 priority subrogation arrangements


 


The guarantor states that, once the guarantor
cannot assume security responsibility, and the guarantor itself has not sufficient property to be repaid, the financier has priority
right of any claims against third parties, accounts receivable and other property interests. The guarantor will voluntarily relinquish
the defenses against the financier under Article 28 of "security law".


 


Article 15 offsetting arrangements


 


The right of the financier under the contract
cannot offsetting by the guarantor’s or any other party’s right of offsetting.


 


Article 16 Applicable Law, Jurisdiction
and Dispute Resolution


 


1. Effective performance, termination, interpretation
and dispute settlement etc. of this contract is applicable for china laws.


 


2. For any dispute about this contract, guarantors
and creditors should resolve through friendly consultations; If friendly negotiation fails, the both parties agree to solve by
the following section (2) : (2) To Shenzhen Arbitration Commission for arbitration, to resolve the dispute by the rules of the
Arbitration Commission, that the arbitration award is final and binding on both parties. The site selection is in Shenzhen.


 


3. at the disputed period, the part of not
involved has still to be carried out.


 




     


     


    

 


Article 17 Files, Communications and Notifications


 


1. Any documents, communication and notification
under this contract shall be sent to the other party by the way of address, phone number or other contact methods listed in the
cover of this contract.


 


2. If any above contact method of any party
changed, one should notice the other party by any quick way immediately. If one does not notice, one should be borne for the documents,
communication and notification sent through old address, phone number or other contact methods listed in the cover of this contract.


 


3. Any documents, communications and notifications
sent by the way of the above address, shall be deemed to arrive on the following dates:


 


(1) by post (including speed post, ordinary
letter, registered mail), it will be deemed to arrive on the day after five working day;


 


(2) by facsimile or other electronic means
of communication, it will be deemed to arrive on day;


 


(3) by personal delivery, the date of recipient
is deemed to be arriving date.


 


Notifications by the way of website, online
banking, telephone banking or business outlets announcement should be deemed to arrive on day. The creditor does not need to borne
any responsibility for any transmission errors, omissions, or delays of mail, fax, telephone or any other communication system.


 


4. The two sides agreed that the seal of the
office seal, financial seal, contract seal, receive seal and credit seal is the effective seal for the documents, communications
and notifications. All staves of the debtor have right to receive files, communications and notifications.


 


Article 18 the contract effectiveness and
other matters


 


1. The contract shall take effect from the
date of signature or stamp of both parties..


 


2. Any modification and supplement to this
contract is effective, through the guarantor and financiers made mutual consent in writing by the legal representative / responsible
person or his authorized representative signature and official seal.


 


3. After the effective of this contract, the
master contract signed by the financier and the applicant does not need to be confirmed by the guarantor.


 


4. During the effective period of this contract,
the creditor gives to the debtor and the guarantor any tolerance, forgiveness, or delay to use the rights and interests, shall
not damage, impact or limit the creditor to share the rights and interests in accordance with relevant laws and regulations and
this contract, or to be deemed giving up the rights and interests, also do not affect the guarantor to borne any obligation under
this contract.


 


5. The creditor shall have the right to authorize
or entrust other branch of industrial bank to perform rights and obligations under this contract (including but not limited to
authorized or entrusted bank branches of other related contracts, etc.) according to the debtor’s operation and management,
or the loan under this contract as other branch’s to undertake, without prior consent of the guarantor, and the guarantor
still bear the responsibility of guarantee.


 


6. The attachment is an integral part of this
contract, and the attachment of this contract is equally valid.


 


7. During the period of the line of credit,
if the series of contracts, agreements and other legal documents are not explicitly for the contract of guarantee, that shall be
deemed as a guarantee by the guarantee contract.


 


8. This contract is triplet, the creditor
holds two copies, the guarantor holds one copy, with equal legal effect.


 




     


     


    

 


Article 19 the notarization and voluntarily
to accept compulsory execution


 


1. The contract should be in the provisions
of the state notary office for notarization if any party request notarization.


 


2. The notarized contract have the enforcement
effect, if the debtor fails to perform the debt or the creditor shall realize creditor's rights according to laws and regulations
and this contract, the creditor shall have the right to directly apply the people's court with jurisdiction for enforcement.


 


Article 20 supplement:


 


1. The parties of this Contract hereby confirm
that their domiciles and service methods given herein are their service addresses and methods of relevant legal documents (including
but not limited arbitration application, arbitration notice, case filing notice or acceptance notice, statement of defense, written
counterclaim, evidence, notice of court session, award, mediation document, execution notice, notice of performance within a time
limit, and other legal documents during hearing and execution of arbitration).


 


Recipient: Pan Dangyu


 


Detailed Address: Workshop Building A, Shunchao
Industrial Zone, Renmin Road, Danhu Community, Guanlan Street, Bao’an District, Shenzhen City


 


	Zip Code: 518111	Tel.: 13510066248
	 	 
	Designated Agent (if any):	Detailed Address:
	 	 
	Zip Code:	Tel.:


 


The parties of this Contract hereby confirm
and agree to send legal documents by personal delivery or by the following methods:


 


 ̈
Post;  ̈ Fax, No.                     ;
    ̈
E-mail, Address:                         ;


 


 ̈
SMS, Receiving No.:                      .


 


The foregoing legal documents shall be deemed
as having been served (to the principal if having been served to the designated agent) once they are sent by any means to the address
given above. In case of change of any party’s service address and service method, the other party shall be timely notified
in written form. If the other party is not timely notified, such change shall be deemed invalid and the party of change shall assume
relevant responsibilities arising therefrom.


 


If the Surety agrees the Discount Applicant
to handle discount business (including rediscount business) with the Financer for the commercial bill issued, accepted or endorsed
by the Applicant, the Discount Contract between the Discount Applicant and the Financer shall be a subcontract of the Credit Contract
secured with this Contract. The discount amount shall be included in the credit line and belong to the scope of guarantee hereunder.
The Surety agrees to assume joint and several liability of guarantee pursuant to this Contract.


 


The creditor (official seal): /s/ [COMPANY
SEAL]


the legal representative (signature):


 


The guarantor (official seal): /s/ [COMPANY
SEAL]


the legal representative (signature):