Exhibit 10.8(a)




 





Contract No.: 0400000928-2016 N.H.G.(D.)Z.
No. 0024


 


Maximum Mortgage Contract


 


Important hint: this Contract has been
concluded and enacted by and between the parties hereto on the basis of equality and willingness. All terms and conditions of this
Contract are the presentation of the parties’ true meaning. To protect the Mortgagor’s lawful rights and interests,
the Creditor hereby proposes the Mortgagor to pay full attention to the terms and conditions in bold.


 


Mortgagee: Industrial and Commercial
Bank of China Shenzhen Henggang Sub-branch (hereinafter referred to as Party B)


 


Person in Charge: Yang Duoping


 


Business Address: 132, 132A and 133,
Skirt Building, Dongcheng Central Park, Henggang Street, Longgang District, Shenzhen 


 


Tel. and Fax:


 


Mortgagor: Shenzhen Highpower Technology
Co., Ltd. (hereinafter referred to as Party A)


 


Legal Representative: Pan Dangyu


 


Business Address or Domicile: Bldg.
1, No. 68, Xinsha Road, Pinghu Street, Longgang District, Shenzhen


 


Tel. and Fax:


 


In order to ensure the realization of the
creditor’s right of Party A, Party B is willing to provide guaranty of mortgage (counter guarantee) for Party A. To specify
both parties’ rights and obligations, in accordance with this Contract Law, the Guarantee Law, the Property
Law and other relevant laws and regulations, Party A and Party B make and enter into this Contract through unanimity through
equal consultation.


 


Article 1 Principal Creditor’s Right
Guaranteed


 


1.1 The principal creditor’s right
guaranteed by Party B shall be the creditor’s right reserved by Party A on the Debtor in accordance with the domestic and
foreign currency loan contract, contract of transferring foreign exchange to loan, bank acceptance agreement, L/C issuing agreement/contract,
guarantee issuing agreement, international and domestic trade financing agreement, forward foreign exchange settlement and sales
agreement, and other financial derivative product agreements and documents (hereinafter referred to as the Main Contract) made
and entered into by and between Party A and Shupeng Technology (Shenzhen) Co., Ltd. (hereinafter referred to as the Debtor)
within the maximum balance of CNY25,000,000.00 (in words: CNY Twenty-Five Million Only (where the amount in words
is different from the amount in figures, the amount in words shall prevail) during the period from June 8, 2016 to June
8, 2021 (including the starting date and the date of expiry), no matter whether the creditor’s right is due prior to
the expiration of the aforesaid period or it has been established prior to the establishment of the maximum mortgage.


 


1.2 The term “maximum balance”
mentioned in the preceding paragraph means the sum of all CNY balances converted from creditor's right in different currencies
according to the middle rate of foreign exchanged issued by Party A on the date of establishment of the principal creditor’s
right that Party B bears liability of guarantee.


 


Article 2 Scope of Guaranty of Mortgage


 


The scope of guaranty of maximum mortgage
shall include the principal and interest of the principal creditor’s right, compound interest, default interest, penalty,
damages, exchange losses (losses arising from change of exchange rate) and expenses for realization of mortgage right (including
but not limited to legal cost, attorney fee, appraisal cost, auction cost and sales cost). However, the expenses for realization
of mortgage right shall be firstly deducted from the incomes from liquidation of the mortgaged property but shall not be included
in the maximum balance as set forth in sub-clause 1.1. 



     


     


    









Article 3 Mortgaged Property


 


3.1 Refer to the List of Mortgaged Property
for the mortgaged property. As an annex to this Contract, the List of Mortgaged Property shall be equally authentic with
this Contract.


 


3.2 The validity of Party A’s mortgage
right comes up to the ancillary component, accessory rights, appurtenance, additives, natural and legal fruits and subrogation
of the mortgaged property, as well as the insurance money, compensation and damages arising from damage to, loss of or requisition
of the mortgaged property.


 


3.3 In the event that the mortgaged property
is detained by the people’s court due to the Debtor’s failure to perform the debt due or due to occurrence of situations
where mortgage right may be realized as agreed herein, from the date of detaining, Party A shall have the right to charge natural
and legal fruits derived from the mortgaged property. The fruits shall be firstly used for deducting the expenses for charging
fruits.


 


3.4 Stipulations for the value of the mortgaged
property stipulated in the List of Mortgaged Property shall not be deemed as evaluation basis for the Lender to dispose
the mortgaged property nor restrict the Lender to exercise its mortgage.


 


3.5 The ownership certificate and relevant
materials of the mortgaged property shall be kept by Party A upon common confirmation by Party A and Party B, except as otherwise
prescribed by laws and regulations.


 


3.6 During the duration of the mortgage
right, Party B shall maintain the mortgaged property under sound conditions but shall not use the mortgaged property unreasonably
to devalue the mortgaged property. Party A shall have the right to check the management and use status of the mortgaged property.


 


3.7 In the event that the mortgaged property
is damaged, lost or expropriated, Party B shall notify Party A immediately and provide Party A timely with the documents of proving
damage, loss or expropriation of the mortgaged property issued by the relevant competent authority or department.


 


3.8 In the event that the mortgaged property
is damaged, lost or expropriated, the insurance benefits, compensatory damages or compensation obtained by Party B shall be used
for prepaying the Debtor’s debt under the Main Contract, or upon Party A’s consent, be used for recovering the value
of the mortgaged property or being deposited in the account designated by Party A for guarantying the performance of the debt under
the Main Contract. The undiminished value of the mortgaged property shall be also guaranteed by the principal creditor’s
right.


 


3.9 Party B shall immediately stop its
behavior, which enables to reduce the value of the mortgaged property. In case of devaluation of the mortgaged property, Party
B shall timely recover the value of the mortgaged property or provide a guarantee equivalent to the value reduced.


 


Article 4 Mortgage Registration


 


Party A and Party B shall go through formalities
for mortgage registration with the relevant mortgage registration authority within 10 days after the signature of this Contract.
Should change of registration be handled by law where there is any change of the registered items, Party A and Party B shall go
through formalities for change of registration timely. The registration expenses shall be borne by Party B, except as otherwise
prescribed by laws and regulations.


 


Article 5 Insurance


 


5.1 Party B shall, within 15 days as of
the signature of this Contract, handle the insurance procedures of the mortgaged property at Party A’s request. In case that
insurance for the mortgaged property cannot be completed once due to reasons attributable to the insurance institution, Party B
shall timely handle renewal procedures to ensure the insurance for the mortgaged property not to be interrupted within the valid
term of this Contract.


 


5.2 The insurance policy shall indicate
that: in case of occurrence of any insured accident, Party A shall be the first payee (first beneficiary) and the insurer shall
directly pay Party A the insurance fund. No terms in the insurance policy may limit the rights and interests of Party A.


 


5.3 Within the valid term of this Contract,
Party B shall not suspend or cancel the said insurances by any reason. In case of suspension of the insurance, Party B shall have
the right to go through insurance formalities on behalf of Party A, and all the expenses arising therefrom shall be borne by Party
A.


 


5.4 Within the valid term of this
Contract, in case of occurrence of any insured accident against the mortgaged property, the insurance indemnities shall be disposed
in accordance with Sub-clause 3.8. 



     


     


    




Article 6 Determination of Principal Creditor’s
Right


 


The creditor’s right guaranteed with
maximum mortgage shall be determined under any one of the following circumstances:


 


A. the term specified in sub-clause 1.1
expires;


 


B. it is impossible to occur a new creditor’s
right;


 


C. the mortgaged property is sealed or
detained;


 


D the Debtor and Party B are announced
bankruptcy or cancelled;


 


E. other circumstances for determination
of creditor’s right as prescribed by law.


 


Article 7 Floating Mortgage


 


7.1 In the event that Party B mortgages
its current and future production equipment, raw materials, semi-finished products or finished products, the Mortgaged Property
shall be determined under any one of the following circumstances:


 


A. the debt performance period expires
and the creditor’s right of Party A is not realized;


 


B. Party B is announced bankruptcy or cancelled;


 


C. there is any circumstance for realization
of Party A’s mortgage right as set forth in sub-clause 8.1.


 


D. there is any other situation which serious
affects realization of the creditor’s right of Party A.


 


7.2 In the event that Party B provides
Party A with maximum mortgage guaranty with the foregoing property, other stipulations of this Contract, as well as the stipulations
of this Article, shall apply.


 


Article 8 Realization of Mortgage Right


 


8.1 Under any one of the following circumstances,
Party A shall have the right to realize the mortgage right:


 


A. the principal creditor’s right
of Party A is mature (including acceleration of maturity) but is not repaid by the Debtor;


 


B. Party B fails to timely recover the
value of the mortgaged property or fails to provide a guarantee equivalent to the value reduced under the circumstances specified
in sub-clause 3.9;


 


C. Party B or the Debtor goes into bankruptcy,
winding-up, dissolution, and liquidation, or ceases its operation for reorganization, or its business license is suspended or canceled;


 


D. Party B fails to follow the principle
of fair transaction and disposes the mortgaged property for which floating mortgage has been set during the production and operation
processes;


 


E. Other circumstances specified by laws
and regulations under which Party A can realize the mortgage right.


 


8.2 When exercising the mortgage right,
Party A may, through consultation with Party B, sell by auction or sell off the mortgaged property and gain compensation firstly
from the funds obtained therefrom, or discount the mortgaged property to repay the debt owed by the Debtor. In the event that Party
A and Party B fail to reach an agreement on the method of realization of the mortgage right, Party A may directly apply to the
people’s court to sell by auction or sell off the mortgaged property.


 


8.3 If the currency of the money obtained
from disposal of the mortgaged property is different from that under the Main Contract, Party B shall repay Party A the creditor’s
right after translating the foreign currency to the currency under the Main Contract according to the applicable exchange rate
announced by Party A.


 


Article 9 Party B’s Representations
and Warranties


 


Party B gives to Party A the following
representations and warranties:


 



     


     


    




9.1 Party B is the owner of the mortgaged
property or the manager authorized by the State and has full right to dispose the mortgaged property. There is no dispute about
the ownership, use right or business management right of the mortgaged property. To provide the guaranty of mortgage for Party
A, all necessary authorizations or approvals have been approved in accordance with the procedures and authorities specified in
the articles of association of the Company, all not in violation of laws, regulations and other relevant provisions.


 


9.2 If Party B is a listed company or a
branch controlled by a listed company, Party B ensures to timely perform information disclosure obligations for the guaranty items
in accordance with the Securities Law, the Share Listing Rules of Stock Exchange, and requirements of relevant laws,
regulations and provisions.


 


9.3 Party B is completely voluntary to
provide the guaranty of mortgage for the Debtor. Representation of Party B’s meaning under this Contract is true. For international
and domestic trade finance, Party B accepts that the basic transaction based on which financing is made is true with no fraud.


 


9.4 The mortgaged property under this Contract
may be mortgaged by law and there shall be no limitation.


 


9.5 Full and reasonable explanation has
been made for flaw of the mortgaged property, if any.


 


9.6 The mortgaged property is not sealed,
detained or supervised by law.


 


9.7 If the mortgaged property is partly
or wholly leased, the fact of mortgage of the mortgaged property shall have been notified to the lessee and the lease of the mortgaged
property shall be notified to Party A in written form.


 


9.8 The mortgaged property is not mortgaged
for any other creditor, or it is mortgaged for other creditor but the establishment of mortgage has been notified to Party A in
written form.


 


9.9 The mortgaged property is not a public
property, or it is a public property but the co-owner’s written consent on matters concerning mortgage has been obtained.


 


9.10 If the principal creditor’s
right guaranteed under this Contract is the international trade financing that Party A provides the Debtor, Party B shall accept
and recognize the relevant international common practice of the relevant business.


 


Article 10 Commitments of Party B


 


Party B makes the following commitments
to Party A:


 


10.1 Under any one of the following circumstances,
Party B shall, unnecessary to obtain Party B’s consent, continue to perform its liability to guarantee under this Contract:


 


A. the Main Contract is modified through
consultation by Party A and the Main Debtor, and the Debtor’s debt is not added or the debt performance term is postponed;


 


B. under international and domestic trade
finance, Party A and the Debtor changes the letter of credit related to the Main Contract, without adding the Debtor’s payment
obligations under the letter of credit, or extending the payment term;


 


C. Party A transfers the principal creditor’s
right and maximum mortgage right.


 


10.2 Without Party A’s written consent,
Party B may not re-establish any form of mortgage and pledge for the mortgaged property hereunder, nor lease, transfer or present
the mortgaged property to any a third person. Party B shall protect the mortgaged property against damage.


 


10.3 Party B shall bear all expenses of
Party A for realizing the mortgaged property under this Contract, including but not limited to legal cost, attorney fee, appraisal
cost, auction cost and sales cost.


 


10.4 Party A’s mortgage right is
or may be infringed by a third party, Party B shall timely give a written notice to Party A and assist Party A against infringement.


 



     


     


    




10.5 Party B shall give positive coordination
to Party A when Party A exercises the mortgage right. There is no barrier to restrict Party A to exercise the mortgage right.


 


10.6 In case of any one of the following
circumstances, Party B shall timely notify Party A:


 


A. where its articles of association, business
scope, registered capital or legal representative is changed, or its equity is changed;


 


B. where it goes into winding-up, dissolution
and liquidation, or its business license is suspended or canceled, or it goes into bankruptcy;


 


C. where there is or may be major economic
dispute, litigation or arbitration; or its property is closed down, detained or supervised lawfully;


 


D. where Party B is a natural person, and
his address, working unit or contact way is changed.


 


10.7 Party B shall timely receive and sign
the written notice given by Party A.


 


10.8 If Party A’s principal creditor’s
right has other guaranty, either provided by the Debtor or a third party, Party A shall be entitled to make a decision on the order
to realize guaranty by itself. Party B commits no to rise a plead. Where Party A waives, changes or loses other guaranty interests
under the Main Contract, Party B’s liability to guarantee shall remain in effect but shall not be invalid or exempted therefrom.


 


10.9 Purchaser’s financing under
the domestic letter of credit, under import letter of credit and import bill advance/import payment for another, in case of any
one of the following circumstances, Party B shall have the obligation of incontestable guaranty of mortgage. Party B shall not,
for any payment obligation under the letter of credit specified by judicial authority or administrative authority, issue stop payment
order or restraining order, or take measures to seal, detain and freeze relevant property of the letter of credit or take other
similar measures to present exemption or defense:


 


A. the designated personnel or the authorized
personnel of Party A has favorably paid according to Party A’s order;


 


B. Party A or its designated personnel
or its authorized personnel has favorably issued a due payment confirmation for the loan under the domestic letter of credit or
has favorably accepted the documents under the import letter of credit;


 


C. the confirming bank of the letter of
credit has favorably performed the payment obligation;


 


D. the negotiation bank of the letter of
credit has favorably made negotiation.


 


10.10 Under shipping guarantee, endorsement
of bill of lading and authorized withdrawal, Party B shall not present exemption or defense due to the Debtor’s rejection
on payment of relevant letter of credit.


 


Article 11 Commitments of Party A


 


Party A makes the following commitments
to Party B:


 


11.1 Party A shall keep confidential the
undisclosed information in the relevant documents, financial data and other relevant materials provided by Party B when performing
obligations under this Contract, except otherwise stipulated by relevant laws and regulations or specified in this Contract.


 


11.2 The incomes from disposal of the mortgaged
property shall be firstly used to pay all debts within the scope of the guaranty of maximum mortgage and the reaming part shall
be timely returned to Party B.


 


Article 12 Breach of Contract


 


12.1 Upon effectiveness of this Contract,
either party’s failure to perform any obligation under this Contract or either party’s violation of any representation,
assurance and promise under this Contract shall constitute a breach of contract. The default party shall compensate the other party
for losses to the other party arising therefrom.


 


12.2 In case that one party violates
this Contract, the other party shall be entitled to take any measures prescribed in the Law of the People’s Republic of
China, and relevant laws and regulations. 



     


     


    




Article 13 Effectiveness, Change and Cancellation


 


13.1 This Contract shall come into force
as of the date of the signature of this Contract and shall expire when the principal creditor’s right of Party A is paid
off.


 


13.2 In case of any change to this Contract,
a written form shall be concluded by and between the parties hereto upon unanimity through consultation. The provisions or agreement
changed shall be deemed as a part of this Contract and shall be equally authentic with this Contract. The terms and conditions
except those changed shall remain in effect. The original terms and conditions shall remain in effect before the effectiveness
of those changed.


 


13.3 The invalidity or enforceability of
any provision of this Contract shall neither affect the validity or enforceability of any other provision hereof nor affect the
validity of the entire Contract.


 


13.4 Change and cancellation of this Contract
shall not affect this Contracting parties’ right to claim for compensation for the losses. Cancellation of this Contract
shall not affect the validity of the provisions concerning settlement of dispute.


 


Article 14 Dispute Settlement


 


The formation, validity, interpretation,
execution and settlement of disputes in respect of this Contract shall be governed by the relevant laws of the People's Republic
of China. Any dispute arising from and in connection with this Contract shall be settled by Party A and Party B through friendly
consultation. If a dispute cannot be settled through consultation, the following B shall be adopted for settlement:


 


A. Any and all disputes arising from and
in connection with the execution of this Contract shall be submitted to the Arbitration Committee of Shenzhen for arbitration in
accordance with the current arbitration rules of the Committee. The award of the arbitration shall be final and binding upon the
parties.


 


B. Any and all disputes arising from and
in connection with the execution of this Contract shall be submitted to Shenzhen Court of International Arbitration (South China
International Economic and Trade Arbitration Commission) for arbitration. Arbitration shall be carried out in the Financial Arbitration
Center, Free Trade Zone of South China International Economic and Trade Arbitration Commission. The award of the arbitration shall
be final and binding upon the parties.


 


C. Settlement shall be made by means of
litigation with the local court of Party A.


 


Article 15 Miscellaneous


 


15.1 Without Party A’s written consent,
Party B shall not transfer all or any of its rights and obligations under the Contract.


 


15.2 No failure to exercise or partially
exercise or delay in exercising any right hereunder by Party A shall be deemed as a waiver or change of the right or any other
right or affect Party B to further exercise the right or other rights.


 


15.3 Party B shall be entitled to, in accordance
with relevant laws and regulations, or other regulatory documents or requirements of financial regulators, provide the relevant
information of the Contract and other relevant information for the credit information basic database of the People’s Bank
of China or other credit database established by law for the qualified institutions or individuals to search and use. Party A shall
also have the right to, for the purpose of the conclusion and performance of the Contract, search Party B’s relevant information
through the credit information basic database of the People’s Bank of China or other credit database established by law.


 


15.4 This Contract is made out in three
originals for Party A, Party B and the relevant registration authority each holding one, which shall be equally authentic.


 


Article 16 Other Provisions Agreed by both
Parties


 


16.1 Prior confirmation of address for
service


 


1. Party A and Party B confirm the following
mailing address and method indicated in this Contract as the effective address and method for service of various notices, letters,
and legal documents of the people’s court or arbitration institutions (including but not limited to summons, notice of trial,
written judgment, order, mediation agreement and notice for performance within a time limit, etc.).


 



     


     


    




Party B’s effective address and method
for service:


 


Address for Service:


 


(1) Zip Code: 518000; Legal Domicile:
Bldg. 1, No. 68, Xinsha Road, Pinghu Street, Longgang District, Shenzhen


 


Legal Representative (Principal) or Designated
Recipient: Pan Dangyu


 


Tel. (Office/Residential/Mobile): 13510066248


 


Other methods:       /
                             


 


2. Party B ensures that the address for
service given above is accurate and effective. In case of change of the address for service given above, the Borrower ensures to
notify Party A in written form within 15 working days after the change, or the service given according to the address given
above shall remain effective and Party B shall bear all legal consequences arising therefrom.


 


3. In the event that a document cannot
be served but is returned because Party B’s address for service is incorrect or is changed without timely notifying Party
A in written form and the document is not signed or is rejected, Party B shall agree the date of return as the date of service
(if different mails to different addresses are returned on different dates, the date which is later shall be adopted).


 


16.2       /
                                        


 


 


 


Annex: List of Mortgaged Property


  


 


Party A (Seal): Industrial and Commercial
Bank of China Limited Shenzhen Henggang Sub-branch

Industrial and Commercial Bank of China Limited Shenzhen Henggang Sub-branch (Seal)


 


Authorized Signatory: /s/ Yang Duoping
(Seal)


  


 


Party B (Seal): Shenzhen Highpower Technology
Co., Ltd.


 


Shenzhen Highpower Technology Co., Ltd.
(Seal)


 


Legal Representative (Authorized Agent):
/s/ Pan Dangyu (Seal)


 


 


 


Co-owner of the Mortgaged Property:       
                      /        


 


 


 


Date of Signature: June 8, 2016


 



     


     


    




 


Annex:


 


List of Mortgaged Property


 


	Name 	Ownership Certificate	Location 	Status 	Appraisal Value	Others  
	Room 2402, Unit 3, Bldg. 3, Phase II, Dongfang Qinyuan	S.F.D.Z. No. 6000554903	Room 2402, Unit 3, Bldg. 3, Phase II, Dongfang Qinyuan, Longgang District, Shenzhen	Good 	CNY7,109,646.00	Shenzhen Highpower Technology Co. Ltd. (100%) 
	 	 	 	 	 	 
	 	 	 	 	 	 


  


 


Mortgagor: Shenzhen Highpower Technology
Co. Ltd.


 


Shenzhen Highpower Technology Co. Ltd.
(Seal)


 


Co-owner of the Mortgaged Property (if
any):                         /
                             


 


 


 


Mortgagee: Industrial and Commercial
Bank of China Limited Shenzhen Henggang Sub-branch


 


Industrial and Commercial Bank of China
Limited Shenzhen Henggang Sub-branch (Seal)