Exhibit 10.5(b)


 


REF:GB78191612003-2


 


Guaranteed Maximum Contract


 


CHINA EVERBRIGHT BANK


 




     

     


    

 


Directory


 


	Chapter one	General
	Chapter two	Definition
	Chapter three	The principal debt secured by
	Chapter four	Guaranteed way
	Chapter five	Warranty
	Chapter six	Warranty period
	Chapter seven  	The documents the guarantor shoud submit
	Chapter eight	Representations and Warranties of guarantor
	Chapter nine	Guarantor’s commitment
	Chapter ten	The nature and effectiveness of security
	Chapter eleven  	Events of default
	Chapter twelve  	others
	Chapter thirteen 	Applicable Law and Dispute Resolution
	Chapter fourteen	Effectiveness ,change and release of the contract
	Chapter fifteen	Attachment
	Chapter sixteen  	Supplementary


 




     

     


    

 


Guaranteed Maximum Contract


 


Guarantor: HUIZHOU HIGHPOWER TECHNOLOGY
CO., LTD.


Address: Xinhu industrial zone; MaAn
town, Huicheng District, Huizhou


	Zip code:	518000
	Legal representative:	PanDangyu


Attorney:


	Managers: 	SunXun
	TEL:	0755-89686236
	FAX:	0755-89686819
	Bank:	China everbright bank LongHua Branch
	A/C NO. 	


 


	Creditor:	China everbright bank CO.,LTD Shenzhen Branch
	Address: 	No.26 of 7th zizhu road Zhuzilin, Futian district, shenzhen, guangdong


518000


Legal representative/Person in charge:
Peng Jianping,


	Managers:	Yang Xiaolin
	TEL:	0755-81483044
	FAX:	0755-28138641


 


Chapter one          
General


 


To ensure the fulfillment that, 28th Dec,
2016 SPRINGPOWER TECHNOLOGY (SHENZHEN) CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered
ZH78191612003"Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement ")
,guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire
debt under its "comprehensive credit agreement" timely and fully.


 


After reviewing , the creditor agreed to
accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and


 


obligations We formulated this contract
guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and


regulations.


 


Chapter two     
Definition


 


Article 1 Unless the context requires or
the Contract requires , in this Contract:


 


Master contract: refers to creditor and
fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit
business contract or agreement under "comprehensive credit agreement" for each credit business.


 




     

     


    

 


Specific credit business contract or agreement
refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract
or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans,
trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment
form (collectively, "specific credit business").


 


Chapter three     
The principal debt secured by


 


Article 2 The principal debt secured by
the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based
on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit
Agreement" is RMB twenty million.


 


Of the following cases, the main contract
claims to determine:


(One) identify expiry of the period of
the main contract;


(Two) the new creditor can not happen;


(Three) the creditor and the fiduciary
terminate the contract or the creditor and the guarantor terminate the contract;


(Four) the fiduciary or the guarantor is
declared bankrupt or is revoked, suspended, canceled or dissolution;


(Five ) other cases law claimed.


 


Chapter four     Guaranteed
way


 


Article 3 Guarantor provided the joint
and several liability guarantee under the contract


 


Chapter five     
Warranty


 


Article 4 Guaranteed under this contract
include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory
interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim,
(including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees
payable (above together referred to as "collateralized debt obligations").


 


Article 5 Creditor used to indicate any
credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive
evidence of the relationship between credit and debt and is binding on the guarantor.


 


Chapter six     Warranty
period


 


Article 6 each specific credit business
guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary
obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract
or agreement early maturity, compared with earlier due date) two years.


 




     

     


    

 


Chapter seven       
The documents the guarantor shoud submit


 


Article 7 Guarantor shall ensure that a
fiduciary who first used the credit provided under the main contract specific credit business before the credit has been received,
guarantor submitted the following documents:


 


1. The legal representative or agent effective
guarantor signature or seal and affix the official seal of the original contract;


 


2. Guarantor's articles of association
or approve the establishment of documentation and sponsorship by the latest annual inspection business license or certificate of
legal institutions, or other legal existence can prove guarantor state documents;


 


3. Prove creditworthiness of the guarantor's
financial statements or other information;


 


4. Guarantor's board of directors or the
right to decide matters of this warranty other guarantor guarantor internal agencies agreed to provide guarantee for this contract
in accordance with a resolution;


 


5. Guarantor reasonably required to provide
credit and other documents.


For a copy of the above documents, are
subject to confirmation that the guarantor stamped copy is true, complete, valid file.


 


Chapter eight         
Representations and Warranties of guarantor


 


Article 8 Guarantor make the following
representations and warranties to the creditor here :


 


1. The guarantor and validly existing legal
entity / other organization in accordance with Chinese laws established, with independent civil capacity, and enjoy the full power,
authority and rights of all of its assets and business activities of civil liability.


 


2. Guarantor has sufficient power, authority
and rights to sign this contract and conduct transactions under this contract and has taken or obtained all necessary legal actions
and other actions and agreed to authorize the execution and performance of this contract. The contract is guaranteed by a legal
representative or agent valid signature.


 


3. Guarantor has carefully read and fully
understood the contract and t accept the Lord contents and guarantor execution and performance of this contract is voluntary, under
this contract in the full meaning of true representation.


 


4. Guarantor provide all the
documents, data, reports, and documents to the creditor are accurate, true, complete and effective, and a copy of the form of
documents are consistent with the original.


 


5. Guarantor has been made to sign
this contract with all the necessary government approvals and third party consents, the execution and performance of this
contract does not violate the sponsor's corporate constituent documents / approval documents (if any) and as a party to any
other contract or agreement. Guaranteed under this contract will not be subject to any restrictions.


 


6. To ensure that the contract legality,
validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.


 


7. This contract is legally valid, on the
guarantor constitute a legally binding obligation.


 




     

     


    

 


8. Currently there is no surety or anything
involving major operating assets and will be the guarantor's financial position or guarantor to fulfill its obligations under this
contract and adversely affect the ability of litigation, arbitration or administrative proceedings.


 


9. Guarantor did not occur or exist any
event of default.


 


Article 9 the representations and warranties
of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request
for further documents.


 


Chapter nine          
Guarantor’s commitment


 


Article 10 before all of the secured debt
repaid ,the guarantor shall comply with the following provisions:


 


1 The guarantor shall immediately notify
the creditor any of the following events:


 


(1) the occurrence of any event of default;


(2) relates to the guarantor or any major
operating assets of litigation, arbitration or administrative proceedings;


(3) the guarantor’s financial position
deterioration, suspension of business, or is declared bankrupt, dissolved, revoked business license / certificate of legal institutions
or revoked.


 


2. In the life of the contract, as
long as all of the secured debt is not repaid, without the prior written consent of the creditor, the guarantor
couldn’t make any associate, contract, lease, merger, joint-stock reform, or other mode of operation and ownership
structure changed arrangements; If indeed due to operational needs or national policies, laws need to adjust for associates,
contract, lease, merger, joint-stock reform, or otherwise change its mode of operation or ownership structure, the guarantor
shall obtain the prior written consent of the creditor and in this contract under its warranty obligations and obligations to
make a satisfactory credit arrangement.


 


3. In the life of the contract, as long
as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell,
transfer, or otherwise dispose split any material operating assets


 


4. In the life of the contract, before
the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to
the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right


 


5. In the life of the contract, the guarantor
as the administrative department for industry and commerce to make any changes to registration, should be after the change ten
working days written notice to the creditor and the creditor files a copy of the relevant registration creditor.


 


6. If a fiduciary fails to pay the secured
debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor,
the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.


 


7. If the guarantor fails to credit the
person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor
or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior
consent of the guarantor.


 


8. Upon the request of the creditor, the
guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:


 


(1) Credit artificially realize the rights
under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other
executive actual expenditure); and


 




     

     


    

 


(2) due to violation of the contract and
the guarantor to the creditor liable for any other losses


 


Chapter ten         
The nature and effectiveness of security


 


Article 11 This contract guarantees established
by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without
first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not
first to the fiduciary or any other third party to take any other relief measures.


 


Chapter eleven         
Events of default


 


Article 12 Each of the following events
and issues constitute Guarantor in the event of default under the contract:


 


1. Master contract any event of default
occurs under;


 


2. Guarantor under this contract made representations,
warranties or undertakings are recognized as incorrect or untrue;


 


3. The main part of any contract for any
reason is no longer fully valid, or is terminated for any reason or restricted;


 


4. Guarantor suspend or cease business
or enters bankruptcy, liquidation, or other similar programs out of business, or the guarantor being filed for bankruptcy liquidation
or authorities decided to suspend or temporarily suspended operations


 


5. Occurred against the guarantor or a
substantial operating assets litigation, arbitration or administrative proceedings;


 


6. Guarantor is in breach of its present
obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under
this Contract other events.


 


Article 13 of the event of default has
occurred, as the case is entitled to take credit of any one or more of the following measures:


 


1. Exercise credit in the main contract
and enjoyed under this contract remedies for breach of contract;


 


2. Guarantor in accordance with the requirements
of the contract responsibility of guarantee;


 


3. Exercise of the creditor was secured
debt may have any other security interest.


 


Chapter twelve       
others


 


Article 14 without the prior consent of
the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the bligations.


 


Article 15 of people give credit guarantors
any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and
all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor
under this contract from any liability and obligations.


 


Article 16 If at any time any of the terms
of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality,
validity or enforceability is not affected or impaired.


 




     

     


    

 


Article 17 of the contract, the guarantor
shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.


 


Article 18 The contract mutual issue relating
to this contract notice requirements should be made in writing, sent to the home page of this contract the parties listed in the
address or fax. Any party to change its address or fax, the need for timely notice to the other.


 


Communications between the parties, such
as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered
letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue


 


Chapter thirteen     
Applicable Law and Dispute Resolution


 


Article 19 of the contract and the contract
any of the matters covered by Chinese law, and in accordance with Chinese law explained.


 


Article 20 During the performance of this
contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations.
Negotiation can not reach agreement, either party may apply to the credit people local people's court.


 


Chapter fourteen     Effectiveness
,change and release of the contract


 


Article 21 of this contract from the guarantor
and the creditor both legal representative or agent or stamped and stamped with the official seal of the date.


 


Article 22 After the commencement of this
contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor
and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the
provisions of this contract is still valid.


 


Chapter fifteen        
Attachment


 


Article 23 The matters covered in this
contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are
an integral part of this contract, this contract have the same legal effect.


 


Article 24 of the annex to the contract
include:


1.


2.


 


Chapter sixteen      
Supplementary


 


Article 25 of the original contract a formula
two copies guarantor holding one copies of credit people who one copies of the same legal effect.


 


Article 26 This Contract 28th
Dec, 2016 by the guarantor and the creditor in Shenzhen signed.


 







     

     


    

 





Article 27 The parties to the
contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not
fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims,
guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for
enforcement. Fiduciary, guarantor loan made under this contract enforcement application without any objection. (This section
is optional terms, the parties choose this contract [2]. 1, applies; 2, does not apply.)


 


This page is page contract signed by both
parties, no text)


 


Guarantor (stamp):


Legal representative


(Or agent)


 


Creditor (stamp):


 


Legal Representative / CEO:


(or agent )