Guaranty Contract of Maximum Amount


 


No.:0002 Account
Guarantee Agreement Issued in 2012 by Bank of China (Shenzhen Buji Sub-branch)


 


Guarantor:    Hong Kong Highpower Technology Co., Ltd  


No of business license/ID No: 440306503295562                             


Legal Representative/Person in Charge:  Dangyu Pan                /                              


Domicile: Unit 12, 15/F, Technology Park, 18 On Lai Street, Shek Mun, Shatin, N.T. Hong Kong .


Zip Code:  518000                


Related Bank of Opening and Account Number:


Bank of China Pinghu sub-branch                                 


Tel:   89686238                 Fax:       89686298                   


 


Creditor: Shenzhen Buji Subbranch of Bank of China Limited


Legal Representative/Person in Charge:     Hang Yang                                


Domicile: No. 108, Buji Road, Buji Town, Longgang District, Shenzhen         


Tel:   28274825                Fax:       28270847                  


Zip Code: 518112           


 


In order to ensure that the liabilities
described in Article I of the contract can be performed, the guarantor is ready to provide the creditor with assurance. This contract
is established based on the equal negotiation between the two sides. Unless agreed otherwise, explanations of clauses in this
contract shall depend on the principal contract.


 


Article 1 Principal Contract


Principal contract of the contract are
as follows:


		1.	The Agreement of Line of Credit
                                                           numbered 000127 Account Guarantee Agreement Issued in 2012
                                                           signed between the creditor and the debtor, and the individual agreements
                                                           that have been signed or to be signed based on this agreement, and
                                                           revisions or supplements agreed to belong to the principal contract
                                                           of this contract.



		2.	The fixed asset loan contract
                                                           numbered 00002 Account Guarantee Agreement Issued in 2012 signed
                                                           between the creditor and the debtor, the individual agreements that
                                                           have been signed or to be signed based on this agreement, and revisions
                                                           or supplements agreed to belong to the principal contract of this contract.



 


Article 2 Principal
Creditor’s Rights and Its Valid Period


Unless agreed otherwise in accordance
with laws, actually occurred claims under this principal contract during the following periods, and the effected claims between
the debtor and creditor before this contract came into effect, constitute the principal claims under this contract


 



    	1



    	 



    

 


		1.	From the day when Agreement of Line
                                                           of Credit mentioned in Article I comes into force to the day when
                                                           the line of credit defined in the agreement and its revisions or supplements
                                                           expires.



 


Article 3 Guaranteed Maximum Amount
of Credit


		1.	The maximum principal balance guaranteed
                                                           by this contract is:



Type of currency:  RMB       .


(In words) ONE HUNDRED MILLION ONLY


(In figures) RMB100,000,000.00


		2.	On the day when the principal claims
                                                           defined in Article II expire, those defined as guaranteed principal
                                                           claims in the contract, then the resulting interest (including legal
                                                           interest, contract interest, compound interest, default interest),
                                                           penal sum, claim for damages, cost for realizing creditor’s rights
                                                           (including but not limit to court cost, attorney fee, notary fee, executive
                                                           fee, etc) based on the principal creditor’s right, loss to the
                                                           creditor caused by the debtor’s breach and other payable costs
                                                           all belong to the guaranteed creditor’s rights, specific amount
                                                           of which shall be determined when being paid.



 


The sum of the creditor’s
rights defined according to the above two articles is the maximum amount of credit guaranteed by the contract.


 


Article 4 Guarantee Modes


The guarantee mode of this contract is
No. 1 of the followings:


		1.	Joint liabilities guarantee;



		2.	General guaranty.



 


Article 5 Occurrence of Guarantee Responsibilities



If the debtor does not pay off the debt
to the creditor on any normal paying day or advanced day under the principal contract, the creditor has the right to ask the guarantor
to bear the guarantee responsibilities.


 


The normal paying day referred to in the
above article means the day of principal repayments, interest paying day agreed in the principal contract or the date when the
debtor should pay any fund to the creditor according to the contract. The advanced paying day mentioned in the above article refers
to the paying day put forward by the debtor and agreed by the creditor and the date the creditor requests the debtor to clear
off the principal and interest or any other fund ahead of time in line with the contract or certain agreement.


 


In case the main liabilities consists
of other collaterals or guarantees besides that of the contract, it does not affect the creditor’s any right and performance
under the contract and the guarantor shall not defend the creditor for this reason.


 



    	2



    	 



    

 


Article 6 Guarantee Period


The guarantee period of the contract is
within two years since the expiration date of occurrence period of the principal liabilities specified in Article II of the contract.


During the guarantee period, the creditor
has the right to require the guarantor to bear the guaranteeing responsibilities for all or part of, a number of or single, together
or individual principal creditor’s rights.


 


Article 7 Suit Time Limit of Guarantee
Liabilities


If the creditor is not repaid under the
mode of guaranteeing with responsibilities and the creditor requests the guarantor to bear guaranteeing responsibilities before
the expiring date of the guaranteeing period specified in Article VI of the contract, then since the day when the creditor asks
the guarantor to bear guaranteeing responsibilities, the guaranteeing liabilities shall start to be calculated and the time effect
of suit is workable.


Under the general guaranteeing mode, if
the creditor suits the debtor or applies for arbitration before the expiring date of the guaranteeing period specified in Article
VI of the contract, then from the date of entry into force of adjudication or judgment of arbitration, the guaranteeing liabilities
shall start to be calculated and the time effect of suit is workable.


 


Article 8 Relationship between this
Contract and the Principal Contract 


If the Principal contract contains Agreement
of Line of Credit or General Agreement of Loan Business, in which the service life of line of credit and the clause
of partnership are extended, the written approval of the guarantor is hereby needed; if the guarantor does not agree or rejects,
the guarantor only bears the guaranteeing responsibilities for the principal creditor's rights occurring in the service life of
the original line of credit or the clause of partnership of the business within the guaranteed maximum amount of credit specified
in Article III of the contract and the guaranteeing period is also the original one.


As for modifications of the other contents
or matters of Agreement of Line of Credit or General Agreement of Loan Business, modifications to the single-agreement
under them or of single main contract, the approval of the guarantor is unnecessary, and the guarantor also bears the guaranteeing
responsibilities for the modified main contract within the guaranteed maximum amount of credit specified in Article III of the
contract.


In case the creditor and the guarantor
reach a consensus through consultation, the guaranteed maximum amount of credit specified in Article 3 of the contract can be
modified in written form.


 


Article 9 Declaration and Commitments



The guarantor made the following declarations
and commitments:


		1.	The guarantor was legally registered
                                                           and validly exists, and has the capacity to sign and carry out the
                                                           contract under this contract.



 



    	3



    	 



    

 


		2.	The guarantor thoroughly understands
                                                           the content of the principal contract, so signing and implementing
                                                           the contract is the guarantor’s genuine intention, for which
                                                           the guarantor has got the legal and effective authorization in line
                                                           with the statute or regulations of other internal administrative documents.



Signing this contract shall
not breach any binding contracts, agreements or other legal documents.


		3.	All the documents and data provided
                                                           for the creditor by the guarantor shall be accurate, true, complete
                                                           and valid;



		4.	The guarantor shall receive supervision
                                                           and inspection carried out by the creditor regarding finance situation,
                                                           and provide assistance and cooperation;



		5.	The guarantor does not conceal other
                                                           heavy debts signed before this contract.



		6.	In the event of the occurrences that
                                                           possibly affecting the finance position and capacity to perform the
                                                           contract, including but not limit to any forms of changes in schism,
                                                           amalgamation, joint operation, cooperation with foreign business, cooperation,
                                                           contract operation, recombination, reconstruct, planning go to public,
                                                           reduction of registered capital, major capital or share holding transfer,
                                                           bearing heavy debts, disbandment, revocation, forced into bankruptcy,
                                                           etc or being involved in major lawsuits or arbitrations, the guarantor
                                                           shall timely inform the creditor.



 


Article 10 Event of Default and Processing


One of the following events constitutes
or can be considered as the guarantor’s default of the contract:


		1.	The guarantor’s failure to timely
                                                           perform the guarantee responsibilities according to the agreement under
                                                           the contract;



		2.	The declarations made in the contract
                                                           are not true or breach the commitments made in the contract;



		3.	The occurrence described in Clause
                                                           6 of Article 9, which has a major impact on the guarantor’s financial
                                                           position and capacity to perform the contract;



		4.	The guarantor terminates business or
                                                           experience revocation or bankruptcy.



		5.	The guarantor violates other agreements
                                                           relating to rights and obligations of litigants under this contract.



		6.	The guarantor has events of default
                                                           under other contract signed with the creditor or other agencies of
                                                           Bank of China Limited.



 


When the events of default specified in
the above clauses appear, the creditor has the right to separately or simultaneously take the following actions as the case maybe:


 


		1.	Require the guarantor to correct the
                                                           breach within a limited time;



		2.	Wholly or partly scale down, suspend
                                                           or terminate the guarantor’s line of credit;



		3.	Wholly or partly suspend or terminate
                                                           other business applications of the guarantor under the contract; wholly
                                                           or partly suspend or terminate the granting and handling of the non-granted
                                                           credit and non-handled trade financing;



		4.	Announce that the whole or part of
                                                           the guarantor’s outstanding loan, interest on principal of trade
                                                           financing and other payable fund under the contract become immediately
                                                           due;



		5.	Terminate or cancel the contract, and
                                                           wholly or partly terminate or cancel other contracts signed between
                                                           the guarantor and the creditor;



 



    	4



    	 



    

 


		6.	Require the guarantor to compensate
                                                           the loss of the creditor caused by the breach;



		7.	To deduct the fund from the guarantor’s
                                                           account opened at the creditor’s side to wholly or partly clear
                                                           off the guarantor’s debt to the creditor. The undue funds in
                                                           the account shall be considered to be due ahead of time. In case the
                                                           currency type of the account is different from that of the creditor’s,
                                                           the deduction shall be in line with the quotation of exchange rate.



		8.	Other actions that the creditor considers
                                                           necessary.



 


Article 11 Reservation of Rights


If one party does not exercise all or
part of the rights under the contract, or does not require the other party to exercise, bear part of or all the obligations, responsibilities,
it shall not mean the party gives up the rights or exempts from the obligations, responsibilities.


If one party allows any tolerance, extension
and delay in implementing the rights under the contract upon the other party, it shall not affect the party to process any right
in line with the contract, related law and regulations, and it also shall not considered giving up the right.


 


Article 12 Modification, Revision and
Termination


The contract agreed by both parties can
be modified and revised in written form, and any modification and revision shall become the inseparable part of the contract.


 


Unless specified by law or regulations
or agreed by the litigants otherwise, the contract shall not terminate before all the involved rights and obligations are completely
performed.


 


Unless specified by law or regulations
or agreed by the litigants otherwise, invalidity of any clause of the contract has no impact on the legal force of other clauses
of the contract.


 


Article 13 Application of Law and Dispute
Resolution 


Laws of the People’s Republic of
China are applicable to the contract.


 


All the controversies, disputes resulted
from performing the contract shall be resolved through negotiation of both parties, if failure, then the both parties shall adopt
the resolution of disputes in line with the agreement in the main contract.


 


During the resolving period, if the dispute
has no impact on the implementing of other clauses, other clauses shall continue to be performed.


 


Article 14 Appendix


Appendixes confirmed by both parties shall
become the inseparable part of the contract, sharing the same legal force with the contract.


 



    	5



    	 



    

 


Article 15 Other Agreements


		1.	Without the written approval of the
                                                           creditor, the guarantor should not transfer any right, obligation to
                                                           a third party;



		2.	If the creditor entrusts the Bank of
                                                           China Limited or other banks to implement the rights and obligations
                                                           of the contract because of business need, the guarantor shall approve
                                                           this, so the Bank of China Limited or other banks entrusted by the
                                                           creditor has the right to implement all the rights of the contract
                                                           and file a suit or submit to the arbitration agency for adjudication
                                                           as to the disputes resulted from the contract;



		3.	If other agreements of contract are
                                                           not affected, the contract has the same legal force to the both parties,
                                                           and the generated successors by law and transferees;



		4.	Unless agreed Otherwise, the residential
                                                           address named herein by both parties shall be the mailing address and
                                                           contact address, for which both parties shall promise to timely inform
                                                           the other party in case the mailing address or contact address is changed;



		5.	Titles and business names in the contract
                                                           are only adopted out of convenience, which shall not be used to explain
                                                           the clause contents and rights, obligations of the litigants.



 


Article 16 Entry into Force of the
Contract


This contract shall take effect since
being signed and sealed by legal representatives, persons in charge and the entrusted signer of both parties.


This contract
is in eight copies, and Party A has three, Party B has three, all of which are of the same legal effect.


 


	Guarantor: Hongkong Highpower Technology Co., Ltd
	Authorized Signatory:	/s/ Dangyu Pan	 
	January 13, 2012
	 
	Creditor: Bank of China Limited Shenzhen Buji Sub-branch,
	Authorized Signatory:	/s/ [SEAL]	 
	January 13, 2012


 



    	6



    	 



    

 


Guaranty Contract of Maximum Amount


 


No.:0003 Account
Guarantee Agreement Issued in 2012 by Bank of China (Shenzhen Buji Sub-branch)


 


Guarantor:    Dangyu Pan          


Type of Certificate: ID card


No of business license/ID No:                                                  


Legal Representative/Person in Charge:                  /                              


Domicile: Dormitory of Shenzhen Highpower Technology Co., Ltd.          


Post Code:  518000                


Related Bank of Opening and Account Number:        /                            


Phone:   89686238                 Fax:       89686298                   


 


Creditor: Shenzhen Buji Subbranch of Bank of China Limited


Legal Representative/Person in Charge:     Yong Yang                                


Domicile: No. 108, Buji Road, Buji Town, Longgang District, Shenzhen         


Phone:   28274825                Fax:       28270847                  


Post Code: 518112           


 


In order to ensure that the liabilities
described in Article I of the contract can be performed, the guarantor is ready to provide the creditor with assurance. This contract
is established based on the equal negotiation between the two sides. Unless agreed otherwise, explanations of clauses in this
contract shall depend on the principal contract.


 


Article 1 Principal Contract


Principal contract of the contract are
as follows:


		3.	The Agreement of Line of Credit
                                                           numbered 000127 Account Guarantee Agreement Issued in 2012
                                                           signed between the creditor and the debtor, and the individual agreements
                                                           that have been signed or to be signed based on this agreement, and
                                                           revisions or supplements agreed to belong to the principal contract
                                                           of this contract.



		4.	The fixed asset loan contract
                                                           numbered 00002 Account Guarantee Agreement Issued in 2012 signed
                                                           between the creditor and the debtor, the individual agreements that
                                                           have been signed or to be signed based on this agreement, and revisions
                                                           or supplements agreed to belong to the principal contract of this contract.



 


Article 2 Principal Creditor’s
Rights and Its Valid Period


Unless agreed otherwise, in accordance
with laws, actually occurred claims under this principal contract during the following periods, and the effected claims between
the debtor and creditor before this contract came into effect, constitute the principal claims under this contract


 



    	1



    	 



    

 


		2.	From the day when Agreement of Line
                                                           of Credit mentioned in Article I comes into force to the day when
                                                           the line of credit defined in the agreement and its revisions or supplements
                                                           expires.



 


Article 3 Guaranteed Maximum Amount
of Credit


		3.	The maximum principal balance guaranteed
                                                           by this contract is:



Type of currency:  RMB       .


(In words) ONE HUNDRED MILLION ONLY


(In figures) RMB100, 000,000.00


		4.	On the day when the principal claims
                                                           defined in Article II expire, those defined as guaranteed principal
                                                           claims in the contract, then the resulting interest (including legal
                                                           interest, contract interest, compound interest, default interest),
                                                           penal sum, claim for damages, cost for realizing creditor’s rights
                                                           (including but not limit to court cost, attorney fee, notary fee, executive
                                                           fee, etc) based on the principal creditor’s right, loss to the
                                                           creditor caused by the debtor’s breach and other payable costs
                                                           all belong to the guaranteed creditor’s rights, specific amount
                                                           of which shall be determined when being paid.



 


The sum of the creditor’s
rights defined according to the above two articles is the maximum amount of credit guaranteed by the contract.


 


Article 4 Guarantee Modes


The guarantee mode of this contract is
No. 1 of the followings:


		3.	Joint liabilities guarantee;



		4.	General guaranty.



 


Article 5 Occurrence of Guarantee Responsibilities



If the debtor does not pay off the debt
to the creditor on any normal paying day or advanced day under the principal contract, the creditor has the right to ask the guarantor
to bear the guarantee responsibilities.


The normal paying day referred to in the
above article means the day of principal repayments, interest paying day agreed in the principal contract or the date when the
debtor should pay any fund to the creditor according to the contract. The advanced paying day mentioned in the above article refers
to the paying day put forward by the debtor and agreed by the creditor and the date the creditor requests the debtor to clear
off the principal and interest or any other fund ahead of time in line with the contract or certain agreement.


In case the main liabilities consists
of other collaterals or guarantees besides that of the contract, it does not affect the creditor’s any right and performance
under the contract and the guarantor shall not defend the creditor for this reason.


 



    	2



    	 



    

 


Article 6 Guarantee Period


The guarantee period of the contract is
within two years since the expiration date of occurrence period of the principal liabilities specified in Article II of the contract.


During the guarantee period, the creditor
has the right to require the guarantor to bear the guaranteeing responsibilities for all or part of, a number of or single, together
or individual principal creditor’s rights.


 


Article 7 Suit Time Limit of Guarantee
Liabilities


If the creditor is not repaid under the
mode of guaranteeing with responsibilities and the creditor requests the guarantor to bear guaranteeing responsibilities before
the expiring date of the guaranteeing period specified in Article VI of the contract, then since the day when the creditor asks
the guarantor to bear guaranteeing responsibilities, the guaranteeing liabilities shall start to be calculated and the time effect
of suit is workable.


Under the general guaranteeing mode, if
the creditor suits the debtor or applies for arbitration before the expiring date of the guaranteeing period specified in Article
VI of the contract, then from the date of entry into force of adjudication or judgment of arbitration, the guaranteeing liabilities
shall start to be calculated and the time effect of suit is workable.


 


Article 8 Relationship between this
Contract and the Principal Contract 


If the Principal contract contains Agreement
of Line of Credit or General Agreement of Loan Business, in which the service life of line of credit and the clause
of partnership are extended, the written approval of the guarantor is hereby needed; if the guarantor does not agree or rejects,
the guarantor only bears the guaranteeing responsibilities for the principal creditor's rights occurring in the service life of
the original line of credit or the clause of partnership of the business within the guaranteed maximum amount of credit specified
in Article III of the contract and the guaranteeing period is also the original one.


As for modifications of the other contents
or matters of Agreement of Line of Credit or General Agreement of Loan Business, modifications to the single-agreement
under them or of single main contract, the approval of the guarantor is unnecessary, and the guarantor also bears the guaranteeing
responsibilities for the modified main contract within the guaranteed maximum amount of credit specified in Article III of the
contract.


In case the creditor and the guarantor
reach a consensus through consultation, the guaranteed maximum amount of credit specified in Article III of the contract can be
modified in written form.


 


Article 9 Declaration and Commitments



The guarantor made the following declarations
and commitments:


		7.	The guarantor has the capacity to sign
                                                           and carry out the contract; the guarantor has the financial capacity
                                                           to implement the guarantee responsibilities under this contract.



		8.	The guarantor thoroughly understands
                                                           the content of the principal contract, so signing and implementing
                                                           the contract is the guarantor’s genuine intention, for which
                                                           the guarantor has got the legal and effective authorization in line
                                                           with the statute or regulations of other internal administrative documents.



 



    	3



    	 



    

 


		9.	Signing and implementation of the contract
                                                           shall not violate any contract, agreement or other law documents which
                                                           have restricting power to the guarantor;



		10.	All the documents and data provided
                                                            for the creditor by the guarantor shall be accurate, true, complete
                                                            and valid;



		11.	The guarantor shall receive supervision
                                                            and inspection carried out by the creditor regarding finance situation,
                                                            and provide assistance and cooperation;



		12.	The guarantor does not conceal other
                                                            heavy debts signed before this contract.



		13.	In the event of the occurrences that
                                                            possibly affect the finance position and capacity to perform the contract,
                                                            including but not limit to any forms of changes in property reduction;
                                                            property transfer; donation; shoulder liabilities; major diseases
                                                            etc, or being involved in major lawsuits or arbitrations, the guarantor
                                                            should timely inform the creditor.



		14.	□
                                                            If the guarantor is married, be sure to get the Letter of
                                                            Consent signed by the guarantor’s spouse.



 


Article 10 Authorization of personal
information 


Guarantor’s authorization: Creditor
has the right to inquire guarantor’s credit report in the individual credit database of People’s Bank of China in
the event of the following happens:


		1.	Audit the guarantor’s personal
                                                           credit applications.



		2.	Audit the guarantor’s personal
                                                           guarantee applications.



		3.	Manage guarantor’s personal credit
                                                           or personal guarantee that already exists under the guarantor’s
                                                           name.



		4.	Handling credit applications of Legal
                                                           representative or other organizations or they act as guarantor; there
                                                           is a need to check the credit status the guarantor as legal representative
                                                           or investor.



Meanwhile authorize the creditor to submit
the guarantor’s personal credit information to the personal credit database of the People’s Bank of China.


 


Article 11 Event of Default and Processing


One of the following events constitutes
or can be considered as the guarantor’s default of the contract:


		7.	The guarantor does not timely perform
                                                           the guaranteeing responsibilities according to the agreement of the
                                                           contract;



		8.	The declarations made in the contract
                                                           are not true or breach the commitments made in the contract;



		9.	The occurrence described in Clause
                                                           7 of Article IX, which has a major impact on the guarantor’s
                                                           financial position and capacity to perform the contract;



		10.	The guarantor violates other agreements
                                                            relating to rights and obligations of litigants under this contract.



		11.	The guarantor has other events of
                                                            default under the contract with the creditor or Bank of China Limited
                                                            or other banks.



 



    	4



    	 



    

 


When the events of default specified in
the above clauses appear, the creditor has the right to separately or simultaneously take the following actions as the case maybe:


		9.	Require the guarantor to correct the
                                                           breach within a limited time;



		10.	Wholly or partly scale down, suspend
                                                            or terminate the guarantor’s line of credit;



		11.	Wholly or partly suspend or terminate
                                                            other business applications of the guarantor under the contract; wholly
                                                            or partly suspend or terminate the granting and handling of the non-granted
                                                            credit and non-handled trade financing;



		12.	Announce that the whole or part of
                                                            the guarantor’s outstanding loan, interest on principal of trade
                                                            financing and other payable fund under the contract become immediately
                                                            due;



		13.	Terminate or cancel the contract,
                                                            and wholly or partly terminate or cancel other contracts between the
                                                            guarantor and the creditor;



		14.	Require the guarantor to compensate
                                                            the loss of the creditor caused by the breach;



		15.	The creditor only needs the advance
                                                            notice or post notice to deduct the fund from the guarantor’s
                                                            account opened at the creditor’s side to wholly or partly clear
                                                            off the guarantor’s debt to the creditor. The undue funds in
                                                            the account shall be considered to be due ahead of time. In case the
                                                            currency type of the account is different from the creditor’s
                                                            money of account, the deduction is in line with the exchange rate
                                                            of the foreign exchange sale and purchase.



		16.	Other actions that the creditor considers
                                                            necessary.



 


Article 12 Reservation of Rights


If one party does not exercise all or
part of the rights under the contract, or does not require the other to exercise, bear part of or all the obligations, responsibilities,
it shall not mean the party gives up the rights or exempts from the obligations, responsibilities.


If one party allows any tolerance, extension
and delay in implementing the rights under the contract upon the other party, it shall not affect the party to process any right
in line with the contract, related law and regulations, and it also shall not considered giving up the right.


 


Article 13 Modification, Revision and
Termination


The contract agreed by both parties can
be modified and revised in written form, and any modification and revision shall become the inseparable part of the contract.


Unless it is specified by law or regulations
otherwise, or agreed by the litigants, the contract shall not terminate before all the involved rights and obligations are completely
performed.


Unless it is specified by law or regulations
otherwise, or agreed by the litigants, invalidity of any clause of the contract has no impact on the legal force of other clauses
of the contract.


 


Article14 Application of Law and Dispute
Resolution 


Laws of the People’s Republic of
China are applicable to the contract.


All the controversies, disputes resulted
from performing the contract shall be resolved through negotiation of both parties, if failure, then the both parties shall adopt
the resolution of disputes in line with the agreement in the main contract.


 



    	5



    	 



    

 


During the resolving period, if the dispute
has no impact on the implementing of other clauses, other clauses shall continue to be performed.


 


Article 15 Appendix


Appendixes confirmed by both parties shall
become the inseparable part of the contract, sharing the same legal force with the contract.


 


Article 16 Other Agreements


		6.	Without the written approval of the
                                                           creditor, the guarantor should not transfer any right, obligation to
                                                           a third party;



		7.	If the creditor entrusts the Bank of
                                                           China Limited or other banks to implement the rights and obligations
                                                           of the contract because of business need, the guarantor shall approve
                                                           this, so the Bank of China Limited or other banks entrusted by the
                                                           creditor has the right to implement all the rights of the contract
                                                           and file a suit or submit to the arbitration agency for adjudication
                                                           as to the disputes resulted from the contract;



		8.	If other agreements of contract are
                                                           not affected, the contract has the same legal force to the both parties,
                                                           the generated successors by law and transferees;



		9.	Unless agreed Otherwise, the residential
                                                           address named herein by both parties shall be the mailing address and
                                                           contact address, for which both parties shall promise to timely inform
                                                           the other party in case the mailing address or contact address is changed;



		10.	Titles and business names in the contract
                                                            are only adopted out of convenience, which shall not be used to explain
                                                            the clause contents and rights, obligations of the litigants.



 


Article 17 Effect of the Contract


This contract shall take effect since
being signed and sealed by legal representatives, persons in charge and the entrusted signer of both parties.


This contract
is in quadruplicate, and Party A has two, Party B has two, all of which are of the same effect.


 


	Guarantor:	/s/ Dangyu Pan	 	Creditor: Bank of China Limited Shenzhen

        

	 	 	 	Buji Sub-Branch


 


	Guarantor (spouse):	/s/ Zhoutao Yin	 	 


 


	Authorized Signatory:	Pan Dangyu	 	Authorized Signatory:	/s/ [SEAL]


 


	January 13, 2012	  	January 13, 2012


 



    	6



    	 



    

 


Letter of Consent


 


I, (name: Zhoutao Yin, type of certificate:
ID card, No. of certificate:     ) am the spouse of the guarantor Dangyu Pan, who guarantees the
Guarantee contract of maximum amount. I agree to use the husband and wife jointly owned properties to take guarantee responsibilities
under the foregoing Guarantee contract of maximum amount.


 


	Spouse of the guarantor:	/s/ Zhoutao Yin	 


2012年01月13日


 



    	7



    	 



    

 


Guaranty Contract of Maximum Amount


 


No.:0001 Account
Guarantee Agreement Issued in 2012 by Bank of China (Shenzhen Buji Sub-branch)


 


Guarantor:    Spring Power Technology (Shenzhen) Co., Ltd  


No of business license/ID No: 440306503295562                             


Legal Representative/Person in Charge:  Dangyu Pan                /                              


Domicile: Building A1, Chaoshun Industrial Zone, Renming Road, Guanlan Street, Baoan District, Shenzhen


Post Code:  518000                


Related Bank of Opening and Account Number:


Bank of China Pinghu sub-branch                                 


Phone:   89686238                 Fax:       89686298                   


 


Creditor: Shenzhen Buji Subbranch of Bank of China Limited


Legal Representative/Person in Charge:     Hang Yang                                


Domicile: No. 108, Buji Road, Buji Town, Longgang District, Shenzhen         


Phone:   28274825                Fax:       28270847                  


Post Code: 518112           


 


In order to ensure that the liabilities
described in Article I of the contract can be performed, the guarantor is ready to provide the creditor with assurance. This contract
is established based on the equal negotiation between the two sides. Unless agreed otherwise, explanations of clauses in this
contract shall depend on the principal contract.


 


Article 1 Principal Contract


Principal contract of the contract are
as follows:


		5.	The Agreement of Line of Credit numbered
                                                      000127 Account Guarantee Agreement Issued in 2012 signed between
                                                      the creditor and the debtor, and the individual agreements that have been
                                                      signed or to be signed based on this agreement, and revisions or supplements
                                                      agreed to belong to the principal contract of this contract.



		6.	The fixed asset loan contract numbered
                                                      00002 Account Guarantee Agreement Issued in 2012 signed between the
                                                      creditor and the debtor, the individual agreements that have been signed
                                                      or to be signed based on this agreement, and revisions or supplements agreed
                                                      to belong to the principal contract of this contract.



 


Article 2 Principal Creditor’s
Rights and Its Valid Period


Unless agreed otherwise in accordance
with laws, actually occurred claims under this principal contract during the following periods, and the effected claims between
the debtor and creditor before this contract came into effect, constitute the principal claims under this contract


 



    	1



    	 



    

 


		3.	From the day when Agreement of Line
                                                           of Credit mentioned in Article I comes into force to the day when
                                                           the line of credit defined in the agreement and its revisions or supplements
                                                           expires.



 


Article 3 Guaranteed Maximum Amount
of Credit


		5.	The maximum principal balance guaranteed
                                                           by this contract is:



Type of currency:  RMB       .


(In words) ONE HUNDRED MILLION ONLY


(In figures) RMB100,000,000.00


		6.	On the day when the principal claims
                                                           defined in Article II expire, those defined as guaranteed principal
                                                           claims in the contract, then the resulting interest (including legal
                                                           interest, contract interest, compound interest, default interest),
                                                           penal sum, claim for damages, cost for realizing creditor’s rights
                                                           (including but not limit to court cost, attorney fee, notary fee, executive
                                                           fee, etc) based on the principal creditor’s right, loss to the
                                                           creditor caused by the debtor’s breach and other payable costs
                                                           all belong to the guaranteed creditor’s rights, specific amount
                                                           of which shall be determined when being paid.



 


The sum of the creditor’s
rights defined according to the above two articles is the maximum amount of credit guaranteed by the contract.


 


Article 4 Guarantee Modes


The guarantee mode of this contract is
No. 1 of the followings:


		5.	Joint liabilities guarantee;



		6.	General guaranty.



 


Article 5 Occurrence of Guarantee Responsibilities



If the debtor does not pay off the debt
to the creditor on any normal paying day or advanced day under the principal contract, the creditor has the right to ask the guarantor
to bear the guarantee responsibilities.


The normal paying day referred to in the
above article means the day of principal repayments, interest paying day agreed in the principal contract or the date when the
debtor should pay any fund to the creditor according to the contract. The advanced paying day mentioned in the above article refers
to the paying day put forward by the debtor and agreed by the creditor and the date the creditor requests the debtor to clear
off the principal and interest or any other fund ahead of time in line with the contract or certain agreement.


In case the main liabilities consists
of other collaterals or guarantees besides that of the contract, it does not affect the creditor’s any right and performance
under the contract and the guarantor shall not defend the creditor for this reason.


 



    	2



    	 



    

 


Article 6 Guarantee Period


The guarantee period of the contract is
within two years since the expiration date of occurrence period of the principal liabilities specified in Article II of the contract.


During the guarantee period, the creditor
has the right to require the guarantor to bear the guaranteeing responsibilities for all or part of, a number of or single, together
or individual principal creditor’s rights.


 


Article 7 Suit Time Limit of Guarantee
Liabilities


If the creditor is not repaid under the
mode of guaranteeing with responsibilities and the creditor requests the guarantor to bear guaranteeing responsibilities before
the expiring date of the guaranteeing period specified in Article VI of the contract, then since the day when the creditor asks
the guarantor to bear guaranteeing responsibilities, the guaranteeing liabilities shall start to be calculated and the time effect
of suit is workable.


Under the general guaranteeing mode, if
the creditor suits the debtor or applies for arbitration before the expiring date of the guaranteeing period specified in Article
VI of the contract, then from the date of entry into force of adjudication or judgment of arbitration, the guaranteeing liabilities
shall start to be calculated and the time effect of suit is workable.


 


Article 8 Relationship between this
Contract and the Principal Contract 


If the Principal contract contains Agreement
of Line of Credit or General Agreement of Loan Business, in which the service life of line of credit and the clause
of partnership are extended, the written approval of the guarantor is hereby needed; if the guarantor does not agree or rejects,
the guarantor only bears the guaranteeing responsibilities for the principal creditor's rights occurring in the service life of
the original line of credit or the clause of partnership of the business within the guaranteed maximum amount of credit specified
in Article III of the contract and the guaranteeing period is also the original one.


As for modifications of the other contents
or matters of Agreement of Line of Credit or General Agreement of Loan Business, modifications to the single-agreement
under them or of single main contract, the approval of the guarantor is unnecessary, and the guarantor also bears the guaranteeing
responsibilities for the modified main contract within the guaranteed maximum amount of credit specified in Article III of the
contract.


In case the creditor and the guarantor
reach a consensus through consultation, the guaranteed maximum amount of credit specified in Article 3 of the contract can be
modified in written form.


 


Article 9 Declaration and Commitments



The guarantor made the following declarations
and commitments:


		15.	The guarantor was legally registered
                                                            and validly exists, and has the capacity to sign and carry out the
                                                            contract under this contract.



		16.	The guarantor thoroughly understands
                                                            the content of the principal contract, so signing and implementing
                                                            the contract is the guarantor’s genuine intention, for which
                                                            the guarantor has got the legal and effective authorization in line
                                                            with the statute or regulations of other internal administrative documents.



 



    	3



    	 



    

 


Signing this contract shall
not breach any binding contracts, agreements or other legal documents.


		17.	All the documents and data provided
                                                            for the creditor by the guarantor shall be accurate, true, complete
                                                            and valid;



		18.	The guarantor shall receive supervision
                                                            and inspection carried out by the creditor regarding finance situation,
                                                            and provide assistance and cooperation;



		19.	The guarantor does not conceal other
                                                            heavy debts signed before this contract.



		20.	In the event of the occurrences that
                                                            possibly affecting the finance position and capacity to perform the
                                                            contract, including but not limit to any forms of changes in schism,
                                                            amalgamation, joint operation, cooperation with foreign business,
                                                            cooperation, contract operation, recombination, reconstruct, planning
                                                            go to public, reduction of registered capital, major capital or share
                                                            holding transfer, bearing heavy debts, disbandment, revocation, forced
                                                            into bankruptcy, etc or being involved in major lawsuits or arbitrations,
                                                            the guarantor shall timely inform the creditor.



 


Article 10 Event of Default and Processing


One of the following events constitutes
or can be considered as the guarantor’s default of the contract:


		12.	The guarantor’s failure to timely
                                                            perform the guarantee responsibilities according to the agreement
                                                            under the contract;



		13.	The declarations made in the contract
                                                            are not true or breach the commitments made in the contract;



		14.	The occurrence described in Clause
                                                            6 of Article 9, which has a major impact on the guarantor’s
                                                            financial position and capacity to perform the contract;



		15.	The guarantor terminates business
                                                            or experience revocation or bankruptcy.



		16.	The guarantor violates other agreements
                                                            relating to rights and obligations of litigants under this contract.



		17.	The guarantor has events of default
                                                            under other contract signed with the creditor or other agencies of
                                                            Bank of China Limited.



When the events of default specified in
the above clauses appear, the creditor has the right to separately or simultaneously take the following actions as the case maybe:


		17.	Require the guarantor to correct the
                                                            breach within a limited time;



		18.	Wholly or partly scale down, suspend
                                                            or terminate the guarantor’s line of credit;



		19.	Wholly or partly suspend or terminate
                                                            other business applications of the guarantor under the contract; wholly
                                                            or partly suspend or terminate the granting and handling of the non-granted
                                                            credit and non-handled trade financing;



		20.	Announce that the whole or part of
                                                            the guarantor’s outstanding loan, interest on principal of trade
                                                            financing and other payable fund under the contract become immediately
                                                            due;



		21.	Terminate or cancel the contract,
                                                            and wholly or partly terminate or cancel other contracts signed between
                                                            the guarantor and the creditor;



		22.	Require the guarantor to compensate
                                                            the loss of the creditor caused by the breach;



 



    	4



    	 



    

 


		23.	To deduct the fund from the guarantor’s
                                                            account opened at the creditor’s side to wholly or partly clear
                                                            off the guarantor’s debt to the creditor. The undue funds in
                                                            the account shall be considered to be due ahead of time. In case the
                                                            currency type of the account is different from that of the creditor’s,
                                                            the deduction shall be in line with the quotation of exchange rate.



		24.	Other actions that the creditor considers
                                                            necessary.



 


Article 11 Reservation of Rights


If one party does not exercise all or
part of the rights under the contract, or does not require the other party to exercise, bear part of or all the obligations, responsibilities,
it shall not mean the party gives up the rights or exempts from the obligations, responsibilities.


If one party allows any tolerance, extension
and delay in implementing the rights under the contract upon the other party, it shall not affect the party to process any right
in line with the contract, related law and regulations, and it also shall not considered giving up the right.


 


Article 12 Modification, Revision and
Termination


The contract agreed by both parties can
be modified and revised in written form, and any modification and revision shall become the inseparable part of the contract.


Unless it is specified by law or regulations
otherwise, or agreed by the litigants, the contract shall not terminate before all the involved rights and obligations are completely
performed.


Unless it is specified by law or regulations
otherwise, or agreed by the litigants, invalidity of any clause of the contract has no impact on the legal force of other clauses
of the contract.


 


Article13 Application of Law and Dispute
Resolution 


Laws of the People’s Republic of
China are applicable to the contract.


All the controversies, disputes resulted
from performing the contract shall be resolved through negotiation of both parties, if failure, then the both parties shall adopt
the resolution of disputes in line with the agreement in the main contract.


During the resolving period, if the dispute
has no impact on the implementing of other clauses, other clauses shall continue to be performed.


 


Article 14 Appendix


Appendixes confirmed by both parties shall
become the inseparable part of the contract, sharing the same legal force with the contract.


 


Article 15 Other Agreements


		11.	Without the written approval of the
                                                            creditor, the guarantor should not transfer any right, obligation
                                                            to a third party;



		12.	If the creditor entrusts the Bank
                                                            of China Limited or other banks to implement the rights and obligations
                                                            of the contract because of business need, the guarantor shall approve
                                                            this, so the Bank of China Limited or other banks entrusted by the
                                                            creditor has the right to implement all the rights of the contract
                                                            and file a suit or submit to the arbitration agency for adjudication
                                                            as to the disputes resulted from the contract;



 



    	5



    	 



    

 


		13.	If other agreements of contract are
                                                            not affected, the contract has the same legal force to the both parties,
                                                            the generated successors by law and transferees;



		14.	Unless agreed Otherwise, the residential
                                                            address named herein by both parties shall be the mailing address
                                                            and contact address, for which both parties shall promise to timely
                                                            inform the other party in case the mailing address or contact address
                                                            is changed;



		15.	Titles and business names in the contract
                                                            are only adopted out of convenience, which shall not be used to explain
                                                            the clause contents and rights, obligations of the litigants.



 


Article 16 Entry into Force of the
Contract


This contract shall take effect since
being signed and sealed by legal representatives, persons in charge and the entrusted signer of both parties.


This contract
is in sextuplicate, and Party A has three, Party B has three, all of which are of the same legal effect.


 


	Guarantor: Spring Power Technology (Shenzhen) Co., Ltd
	Authorized Signatory:	/s/ Dangyu Pan	 
	January 13, 2012 


 


	Creditor: Bank of China Limited Shenzhen Buji Sub-branch
     ,
	Authorized Signatory:	/s/ [SEAL]	 
	January 13, 2012


 



    	6