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*(This is a summary translation to beused for reference only)*

 

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**Exhibit 10.21**

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**Accounts Receivable Maximum Amount PledgeContract**

 

(To be used when the Pledgor is a corporation)

 

S/N: 99062011Z97190

 

 

 

 

Pledgor:	Trunkbow Asia Pacific (Shandong) Company Limited(“Party A”)

Legal Representative: HOU Wanchun

Telephone:	0531-89706000 x 6020

 

 

 

 

Pledgee:	China Minsheng Banking Corp., Ltd., Dalian Division(“Party B”)

Legal Representative: ZHAO Hui

Telephone:	0411-82808234

 

 

 

To ensure the performance by Trunkbow AsiaPacific (Shandong) Company Limited (hereinafter, the “Master Contract Debtor”) of the debt obligations under the MasterContract entered into with Party B, Party A is willing to pledge its accounts receivable to Party B as guarantee on all the debtobligations under the Master Contract and has entered into the following agreement with Party B.

 

 

 

 

 

I.	Definitions

 

Article 1	Unless otherwise defined in the context herein,the following terms used herein shall have the definition below:

 

1.1	“Accounts Receivable”means the right to demand payment from those to who Party A has provided certain goods and services, including current and futuremonetary debt and the associated proceeds but excluding any claims generated from any banknotes or other marketable securities.

 

 

 

1.2	The “Base Contract” meanscollectively all the contracts mentioned in Article 9 herein, under which the accounts receivable are generated.

 

 

 

1.3	“Accounts Receivable Debtor”means those parties and their legal successors and assignees that have the obligation to make payment to Party A under the baseContract.

 

 

 

1.4	“Accounts Receivable RegistrationAgency” means People’s Bank of China Credit Information Center and/or its branches.

 

 

 

II.	Type and Maximum Amount of the Master Claim under theGuarantee

 

Article 2	The Master Contract hereunder is Medium-to-SmallSized Enterprise Financing Service Contract (S/N: 99062011297190) between Party B and the Master Contract Debtor; the Master Contractis composed of the specific service contracts, application for the use of the loan and other IOU’s and electronic data thereunder.

 

Article 3	The maximum amount guaranteed by Party A is RMB50,000,000.00 (Fifty Million).

 

 

 

III.	Period during Which the Master Claim Is Generated

 

Article 4	The period during which the master claim is generatedhas November 9, 2011 as the beginning date and November 8, 2012 as the end date. This provision has the following meaning:

 

4.1	If the service type is loan serviceunder the Master Contract, then date of release of each of the loan amount shall not be later than the end date above.

 

4.2	If the service type is the issuanceof bank acceptance notes/discounted commercial bills/letters of guarantee under the Master Contract, the dates of issuance of suchbank acceptance notes/discounted commercial bills/letters of guarantee shall not be later than the end date above.

 

 

 

 

 

4.3	If the Master Contract Debtor isa natural person, no expiration date of the period of performance of the debt obligations guaranteed hereunder shall be later thanthe end date; if the Master Contract Debtor is a corporate legal or non-legal person, the period of performance of the debt obligationsguaranteed hereunder will not be limited by the end date.

 

 

 

IV.	Term of Performance of the Debt Obligations by the MasterContract Debtor

 

Article 5	The term of performance of the debt obligationsby the Master Contract Debtor is provided in the specific service contracts under the Master Contract.

 

 

 

V.	Scope of the Pledge Guarantee

 

Article 6	The scope of the pledge guarantee is loan principaldue, interest, penalty interest, compound interest, default damages, loss compensation, custodian fees for the pledged items andall other fees incurred during the course of realizing Party B’s claims and pledgee rights (including but not limited tolitigation fee, arbitration fee, appraisal fee, registration fee, insurance fee, assessment fee, certification fee, legal fee andtraveling expenses). All the fees mentioned above shall be included in the scope of the guarantee but not added to the loan principalguarantee hereunder.

 

 

 

VI.	Determination of the Claim under the Guarantee

 

Article 7	Determination of the claim guaranteed hereunderupon the occurrence of any of the following:

 

7.1	The period during which the masterclaim is generated set for in Article 4 herein has expired;

 

7.2	The creditor under the Master Contractdeclares all the debt obligations under the Master Contract immediately due in accordance with the law or provision therein;

 

7.3	Party B exercises its pledgee rightin advance pursuant to the provisions in Article 20 herein;

 

7.4	Other situation regarding the claimunder the guarantee as required by law.

 

 

 

 

 

Article 8	The determination of the claim guaranteed hereunderwill have the following effect:

 

8.1	All the outstanding loan obligationunder the Master Contract at the time of determination of the claim guaranteed hereunder will be included in the scope of the pledgeguarantee;

 

8.2	All other amounts in addition tothe principal set forth in Article 6 herein at the time of determination of the claim guaranteed hereunder will be included inthe scope of the pledge guarantee;

 

8.3	Starting from the date of determinationof the claim guaranteed hereunder to the time of full repayment of the claim under the guarantee, if there is any occurrence offailure by the Master Contract Debtor to perform its debt obligations, Party B shall have the right to dispose of the pledged itemshereunder.

 

 

 

VII.	Pledged Items

 

Article 9	Party A will provide the accounts receivable describedin summary as follows as the pledge guarantee: All the qualified accounts receivable generated from April 1, 2010 to December 30,2013 from contracts of the nature of purchasing contract entered into by Party A with its downstream customers.

 

Article 10	Party A must set up a special accounts receivablepledge amount return account with Party B (with its account No. being 160701418000184) to be used exclusively for collecting theaccounts receivable paid to Party A, and Party A agrees to use the funds therein as pledge guarantee; Party A shall have no rightto use any amount therein without Party B’s consent.

 

Article 11	All yields on the pledged items during the periodof pledge guarantee shall be part of the pledged items.

 

 

 

VIII.	Delivery and Safekeeping of the Pledge Items

 

Article 12	All executed Base Contract hereunder and otherrelated documents (if any) must be delivered to Party B within 2 business days upon execution of this contract. Party A promisesto deliver all other Base Contract executed in the future within 5 business days upon its execution.

 

Article 13	Before the delivery of all the documents regardingthe accounts receivable hereunder, if Party B expressly requests, Party A must assist Party B in obtaining the Confirmation Letter(see Attachment 1 for its format) from the accounts receivable debtor.

 

 

 

Article 14	The original copies of all the valid documentsand information regarding the accounts receivable hereunder, after they are acknowledged by both Party A and Party B, must be providedby Party A to Party B for safekeeping.

 

Article 15	If, after the accounts receivable debtors havepaid such amount into the special accounts receivable pledge amount return account, Party A applies for withdrawal of the fundstherein, Party A must provide documents of evidence approved by Party B and add corresponding accounts receivable amount into suchaccount; otherwise Party B shall have the right to deny Party A’s application.

 

 

 

IX.	Realization of the Pledgee Right

 

Article 16	After the claim under the guarantee is determined,Party B shall have the right to exercise its pledgee right at any time and dispose of the pledged items hereunder if there is anyoccurrence of failure to perform debt obligations by the Master Contract Debtor.

 

Article 17	If there are other guarantees under the MasterContract in addition to the guarantee hereunder, Party A’s responsibility to provide guarantee hereunder shall not be affectedor reduced by other guarantees. Party B shall have the right to opt for the exercise of the pledgee right hereunder.

 

Article 18	Party B shall have the right to dispose of thepledged items unilaterally in the following manner:

 

Transfer the accounts receivable under thepledge, use the amount paid by the accounts receivable debtors, demand through negotiation with Party A the transfer of the accountsreceivable hereunder to Party B for disposition and use the proceeds as repayment, and resort to legal proceedings as exerciseof the pledgee right.

 

Article 19	Party A must provide assistance to Party B inits disposition of the pledged items and must not establish any obstacles.

 

Article 20	Upon occurrence of any of the following, PartyB may opt for early exercise of the pledgee right:

 

20.1	Party A’s violation of theprovisions herein, refusal to perform the obligations hereunder, or endangerment of Party B’s pledgee right;

 

20.2	Party A’s involvement in litigation,arbitration, administrative sanction, thus having adverse effect on the pledged items;

 

20.3	Party A’s bankruptcy, goingout of business, filing for reorganization; or revocation or suspension of Party A’s business license;

 

 

 

 

 

20.4	Any change in the pledged itemsthat is adverse to Party B, including but not limited to the loss of the accounts receivable debtors ability to perform the BaseContract;

 

20.5	Other situations that render itdifficult or impossible for Party B to realize its claims under the Master Contract.

 

Article 21	Party B will use any proceeds through the exerciseof its pledgee right for repayment in the following order: (1) fees incurred from the realization and exercising of its claimsand rights; (2) damage and loss compensation; (3) default damages; (4) compound and penalty interests; (5) past-due interest; (6)interest; (7) principal; (8) other amounts payable. And Party B shall have the right to change the aforementioned order.

 

Article 22	If the master claim is in a foreign currency,the proceeds through the exercise of its pledgee right for repayment will be converted at the time of such exercise.

 

 

 

X.	Escrow

 

Article 23	If the due dates for the accounts receivable debtorsobligations are early than the expiration of the term of the debt obligation performance under the Master Contract, Party B mayuse the amount paid by the accounts receivable debtors for early repayment toward the master claim guaranteed hereunder, continueto keep such amount in the special accounts receivable pledge amount return account, or provide it to a third party for escrow.

 

Article 24	If Party B agrees to Party A’s transferof the pledged items hereunder, Party A must use the consideration from such transfer to repay the master claim guaranteed hereunderor deposit such consideration into the special accounts receivable pledge amount return account, or provide it to a third partyfor escrow.

 

 

 

XI.	Rights and Responsibilities of Both Parties

 

Article 25	Party A’s Rights and Responsibilities

 

25.1	Party A is a legal person establishedin accordance with the law of the PRC and has the capacity and power to conduct civil activities and to bear civil responsibilityfor its actions. Party A has obtained all permits, approval and registration necessary for the execution of this contract.

 

25.2	Party A has completed all internalprocedures and obtained authorization necessary for the execution and performance of this contract. The execution of this Contractand the performance of the obligations hereunder will not violate Party A’s current Articles of Incorporation and internalpolicies or any other binding contracts to which Party A is a party.

 

 

 

25.3	Party A warrants that all the documentsand certification provided in connection with the pledged items are true, valid and legal.

 

25.4	Party A will be responsible forall fees in connection with this contract, including but not limited to legal service fee, registration fee, insurance fee, assessmentfee, certification fee, transfer fee and custodian fee;

 

25.5	Party A warrants that Party A isthe legal creditor to the accounts receivable and has the ownership to the pledged items;

 

25.6	Party A warrants that there is nodispute regarding to the ownership to the pledged items;

 

25.7	Party A warrants that the accountsreceivable pledged to Party B are all within the statute of limitation.

 

25.8	Party A warrants that there is nolimitation on the pledged items hereunder;

 

25.9	Party A warrants that Party A hasnot conducted any disposition of any of the pledged items and has not established any encumbrances on the pledged items; priorto the dissolution of this guarantee contract, Party A will not gift, transfer or re-pledge, or dispose of in any other form, thepledged items before obtaining Party B’s written approval;

 

25.10 	Party A warrants that Party Ahas not engaged, and will not engage, in any activity that will cause the reduction of the value of the pledged items or any lossto Party B;

 

25.11	Party A has voluntarily executedthis contract and has obtained all the rights and authorization necessary for the execution and performance of this contract;

 

25.12	Party A has the obligation to takeaction to protect Party B’s interest if Party B’s pledgee right is, or will potentially be, harmed by a third party;

 

25.13	If the Master Contract Debtor changesthe purpose of the loan, Party A will be responsible for all the resulting penalty interest and default damages;

 

25.14	Party A shall have the right torequest the dissolution of the pledge guarantee after the Master Contract Debtor repays all the debts under the Master Contract;

 

25.15	During the effective period ofthe guarantee, if Party A engages in any merger, spin-off, dissolution or suspension of business, Party A must notify Party B 30days prior to such activity; if there is any change in Party A’s address, name or legal representative, Party A must notifyParty B within 7 days of such change;

 

25.16	Party A must first obtain PartyB’s written consent to any change to, revision of or supplement to the Base Contract already executed;

 

 

25.17	At the time of execution of thiscontract, if Party B explicitly requests, Party A and Party B must issue Payment Notice (see Attachment 2 for its format) to theaccounts receivable debtors and request such debtors to provide Confirmation Letter as written acknowledgement of such PaymentNotice;

 

25.18	Party A promises to execute anaccounts receivable pledge registration agreement with Party B before Party B’s registration of the accounts receivable pledged;

 

25.19	Party A warrants that the basicinformation and the description of the accounts receivable provided to Party A are true and accurate;

 

25.10	Party A promises to execute necessaryagreements with Party B at the time when Party B is processing the extension or change registration of the accounts receivablepledge.

 

Article 26	Party B’s Rights and Responsibilities

 

26.1	Party B will return all the remainingamount of the proceeds from the disposition of the pledged items after all the debt claims have been satisfied;

 

26.2	Party B shall be entitled to theyield on the pledged items;

 

26.3	After all the debt obligations inthe scope of the pledge guarantee hereunder have been repaid, Party B must assist Party A in the procedures of cancelling the pledgeregistration. And Party B will return all the Base Contract and other claim documents and certificates to Party A.

 

 

 

XII.	Liability for Breach

 

Article 27	After this contract has become effective, eitherparty hereto that fails to perform its obligations hereunder shall bear the corresponding liability for breach and compensate theother party for any resulting loss.

 

Article 28	After this contract has become effective, if PartyA refuses to assist Party B in the procedures of registration of the pledged items hereunder, thus causing it impossible to performthe Master Contract, Party A must pay default damages in the amount equal to ___% of the amount of the master claim under the guarantee.

 

Article 29	Party A must compensate Party B for any loss resultingfrom any failure to provide complete and accurate documents regarding the pledged items, any omission of joint ownership to, disputeabout, freeze and seizure of the pledged items.

 

 

 

 

XIII.	Force Majeure

 

Article 30	If the occurrence of any event of Force Majeurerenders it impossible for either party to perform this contract, the affected party must notify the other party within 10 daysof such occurrence and provide written certification issued by the local certification agency.

 

 

 

XIV.	Registration of the Pledge

 

Article 31	Party A agrees that Party B will have the pledgeregistered and agrees to provide assistance to Party B.

 

If there is any change to be made to thecontents under the registration due to omission or error, Party A agrees to allow Party B to process such change registration basedon the actual situation after such omission or error have been discovered.

 

If any change in its legal name, legal representativeand his/her valid personal ID, Party A must notify Party B within 5 days in writing after obtaining new official documents andcertification.

 

If there are other pledged items hereunderand such pledged items must be registered pursuant to the law, Party A must process the registration of such pledged items within15 days of the execution of this contract.

 

 

 

XV.	Resolution of Dispute

 

Article 32	All disputes in connection with this Contractmust be resolved through consultation; if such consultation fails, the dispute shall be submitted to the people’s court atParty B’s location for resolution.

 

 

 

XVI.	Contract Effectuation, Amendment and Dissolution

 

Article 33	This contract becomes effective upon executionby both parties.

 

Article 34	Party A and Party B must enter into written agreementregarding the amendment to and the dissolution of this contract.

 

 

 

 

XVII.	Attachments

 

Article 35	Other matters not covered herein may be providedseparately in written agreement, as an attachment hereto, between Party A and Party B. All attachments to this contract are componentparts and shall have the same legal effect.

 

 

 

XVIII.	Rider

 

Article 36	Notices and Delivery of Notices

 

36.1	All notices sent by one party to the other must be deliveredto the addresses indicated on the first page of this contract.

 

36.2	If such notice is sent by registered mail, it will beconsidered received 4 days after it is posted; if by telex or fax, it will be considered received after transmission success acknowledgementis received; if by courier, it will be considered received at the time of delivery by the courier.

 

Article 37	This contract is in duplicates, with one to eachparty.

 

Article 38	*Party B has provided detailed explanation ofall provisions herein to Party A at the time of execution of This Contract and there is no inconsistence in the understanding ofthe provisions herein between the parties hereto.*

 

Article 38	Other Matters Stipulated between the Party A andParty B

 

	[None]

 

 

This contract is executed in Dalian.

 

Party A:	/company seal/ Trunkbow Asia Pacific (Shandong)Company Limited

Legal Representative: /personal seal/ HOU Wanchun

November 9, 2011

 

Party B:	/company seal/ China Minsheng Banking Corp., Ltd.,Dalian Division

Legal Representative: /personal seal/ XU Yongli

November 9, 2011

 

 

Attachment 1	Accounts Receivable Debtor Confirmation Letter[not translated]

Attachment 2	Payment Notice [not translated]

[Translator’s note: in the originalcontract in Chinese, the section numbers, rendered in this summary translation in Roman numerals, are out of sequence from SectionV to Section X]