EX-4.22



 Exhibit 4.22 
 To: HSBC Bank (China) Company Limited,              Branch 
 CROSS GUARANTEE 
 1. Definitions 
 “Bank” means HSBC Bank (China) Company Limited,              Branch and its successors and assignees; 

“Banking Facilities” means such facilities as the Bank may make or continue to make available to the Customer; 

“Customer” means the person whose name and address are specified in the Schedule; 
 “Default Interest” means interest at such rate as the Bank may specify, compounded monthly if not paid on the dates specified by the Bank; 

“Exchange Rate” means the rate for converting one currency into another currency which the Bank determines to be prevailing in the relevant
foreign exchange market at the relevant time, such determination to be conclusive and binding on the Guarantor; 
 “Guaranteed Moneys”
means (i) all principal in any currency owing by the Customer to the Bank at any time during the Guaranteed Period, actually or contingently, in any capacity, alone or jointly with any other person, (ii) interest on such principal (both before and
after any demand or judgment), to the date on which the Bank receives payment, at the rates payable by the Customer or which would have been payable but for any circumstance which restricts payment, (iii) other amount owing by the Customer to the
Bank under or in relation to the Banking Facilities and (iv) expenses of the Bank in’ enforcing this Guarantee on a full indemnity basis; 

“Guaranteed Period” means the period commencing from the date of this Guarantee and ending on the date falling one calendar month after receipt
by the Bank of the termination notice referred to in Clause 3.1; 
 “Guarantor” means the person(s) whose name and address are
specified in Part 2 of the Schedule II; 
 “Maximum Liability” means the sum specified in the Schedule plus Default Interest on that
sum or part thereof (to the extent that it is not paid by the Guarantor on demand by the Bank) and expenses of the Bank in enforcing this Guarantee on a full indemnity basis; where a liability for Guaranteed Moneys’ is incurred in a currency
different from the currency in which the Maximum Liability is stated and the equivalent of that liability in the currency in which the Maximum Liability is stated, calculated at the then applicable Exchange Rate upon determination of the liability,
has increased since it was incurred, that increase shall be added to the Maximum Liability; 
 “person” includes an individual, firm,
company, corporation and an unincorporated body of persons; and 
 “PRC” means the People’s Republic of China, for the purpose of
this Guarantee, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan. 
 2. Guarantee

 2.1 In consideration of the Banking Facilities, each of the Guarantors guarantees to pay the Guaranteed Moneys to the Bank on demand provided
that the aggregate amount paid by each of the Guarantors under this Guarantee shall in no case exceed the Maximum Liability. 
 2.2 Without
prejudice to the provisions under Clause 2.1, this Guarantee Letter shall be deemed an independent guarantee provided by each of the Guarantors in respect of the Guaranteed Moneys, the maximum amount of which shall in no case exceed the Maximum
Liability 







 2.3 The Guarantor shall pay Default Interest (to the extent that it is not paid by the Customer) on the
Guaranteed Moneys from the date of demand by the Bank on the Guarantor until the Bank receives payment of the whole of the Guaranteed Moneys (both before and after any demand on-judgment or any circumstance which restricts payment by the Customer).

 2.4 A certificate of balance signed by any duly authorised officer of the Bank shall be conclusive evidence against the Guarantor of the
amount of the Guaranteed Moneys owing at any time. 
 2.5 The Bank shall be entitled to retain the benefit of this Guarantee as against the
Guarantor and any security it has in respect of the ’ Guaranteed Moneys for such period as the Bank may certify to the Guarantor to be appropriate in order to protect the interests of the Bank in respect of the Guaranteed Moneys. 

3. Continuing and Additional Security 
 3.1
This Guarantee is a continuing security and shall secure the whole of the Guaranteed Moneys until one calendar month after receipt by the Bank of notice in writing by the Guarantor or a liquidator or receiver of the Guarantor or the representative
for a dead individual Guarantor to terminate it. In case an individual Guarantor is dead, this Guarantee shall, as a continuing security, be binding on the heir, executor, successor or administrator of such Guarantor before the expiry of the
foregoing notice period. Nevertheless and despite the giving of such notice, this Guarantee shall continue to apply to the Guaranteed Moneys in respect of which the Customer is or becomes actually or contingently liable up to such termination
(together with the interest and other amount payable in relation to such Guaranteed Moneys after the termination) and the Guarantor guarantees to pay such “Guaranteed Moneys” (together with the interest and other amount payable in relation
to such Guaranteed Moneys after the termination) to the Bank on demand whether that demand is made before, at the time of or after such termination. 
 3.2 The termination notice referred to in Clause 3.1 above shall not be served within the Minimum Guaranteed Term set out in Part 4 of the Schedule II hereof. 

3.3 Even though it is required in Clause 3.1 that the termination notice shall be given by all Guarantors, the Bank may base on the notice given by one
or more Guarantors to terminate the liabilities of such Guarantor(s) as provided under Clause 3.1, without affecting or terminating the liabilities of other Guarantors, and this Guarantee shall continue to apply to such other Guarantors as if they
were the only Guarantors. 
 3.4 If this Guarantee is no longer binding on certain Guarantors due to any reason, it shall, as a continuing
security, continue to apply to other Guarantors subject to the provisions of Clause 3.1. 
 3.5 This Guarantee is in addition to any other
guarantee, mortgage, pledge or other security held by the Bank and shall not be affected by and may be enforced despite the existence of or any waiver by the Bank regarding any such guarantee, mortgage, pledge or other security. The Bank shall not
be obliged to enforce any other security before enforcing the guarantee hereunder. 
 4. Customer’s Account 

The Bank may, at any time and despite the termination of this Guarantee, continue any existing account and open any new account in the name of the
Customer and no subsequent transactions, receipts or payments involving such new accounts shall affect the liability of the Guarantor. 







 5. Payments 
 5.1 Payments by each of the Guarantors shall be made to the Bank as specified by the Bank without any set-off, counterclaim, withholding or condition of any kind except that, if the Guarantor is compelled
by law to make such withholding, the sum payable by the Guarantor shall be increased so that the amount actually received by the Bank is the amount it would have received if there had been no withholding. 

5.2 Payment by each of the Guarantors to the Bank shall be in the currency of the relevant liability or, if the Bank so agrees in writing, in a different
currency, in which case the conversion to that different currency shall be made at the Exchange Rate. 
 5.3 No payment to the Bank under this
Guarantee pursuant to any judgment, court order or otherwise shall discharge the obligation of any Guarantor in respect of which it was made unless and until payment in full has been received in the currency in which it is payable under this
Guarantee and, to the extent that the amount of any such payment shall, on actual conversion into such currency, at the Exchange Rate, fall short of the amount of the obligation, expressed in that’ currency, any of the Guarantors shall be
jointly and severally liable for theshortfall. 
 5.4 Any moneys paid to the Bank in respect of the Guaranteed Moneys may be applied in or
towards satisfaction of the same or placed to the credit of such temporary or impersonal account as the Bank may determine with a view to preserving its rights to prove for-the whole of the Guaranteed Moneys. 

5.5 If any moneys paid to the Bank in respect of the Guaranteed Moneys are required to be repaid by virtue of any law relating to insolvency, bankruptcy
or liquidation or for any other reason, the Bank shall be entitled to enforce this Guarantee as if such moneys had not been paid. 
 6. Set-off

 The Bank may, at any time and without notice, apply any credit balance to which the Guarantor is entitled on any account with the Bank in or
towards satisfaction of the Guaranteed Moneys. For this purpose, the Bank is authorised to purchase, at the Exchange Rate, such other currencies as may be necessary to effect such application with the moneys standing to the credit of such account

 7. Guarantor as Principal Debtor 

The liability of the Guarantor under this Guarantee shall not be discharged or otherwise affected by reason of the Bank entering into any agreement or
arrangement with the Customer or any other person or by reason of any legal limitation, disability or incapacity or any other act, omission or circumstance which, but for this provision, would discharge the Guarantor to any extent. Any Guaranteed
Moneys which may not be recoverable from the Customer for any such reason shall be recoverable by the Bank from the Guarantor as principal debtor by way of indemnity, on demand, together with Default Interest thereon in accordance with Clause 2.2.








 8. Waiver of Defense 
 Each of the Guarantors hereby consents and agrees to each of the following, and agrees that its obligations under this Guarantee shall not be released, diminished, impaired, reduced or adversely affected
by any of the following, and waives any statutory or other rights (including without limitation rights to notice) which it might otherwise have as a result of or in connection with any of the following: 

(i) any amendment to or variation of the terms of the Banking Facilities; 
 (ii) any renewal, forbearance or extension of the Banking Facilities 
 (iii) any adjustment,
indulgence, forbearance or compromise that might be granted or given by the Bank to the Customer, the Guarantor or any other party liable for payment of any or all of the Guaranteed Moneys; 
 (iv) any release, exchange, subordination or loss of any guarantee or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Moneys;

 (v) the failure of the Bank or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or
other handling of all or any part of any security; 
 (vi) the release, discharge or waiver of any Guarantor’s obligation under this
Guarantee, the giving of any grace period for payment, the acceptance of any negotiated payment or other arrangements with any Guarantor; 

(vii) the reorganization, merger or consolidation of the Customer into or with any other person; or 

(viii) any other action or omission to act which but for this provision would discharge the Guarantor from any part of its liability under this
Guarantee. 
 9. Enforceability 
 If
all or part of this Guarantee becomes unenforceable on any Guarantor at any time by any reason, this Guarantee shall be still applicablse and enforceable to other Guarantors as if this Guarantee was provided to the Bank by such other Guarantors
only. 
 10. Subordination 
 10.1 The
Guarantor shall not, until the whole of the Guaranteed Moneys have been received by the Bank, exercise its rights of subrogation, indemnity, set-off or counterclaim against the Customer or its rights to participate in any security the Bank has in
respect of the Guaranteed Moneys or, unless required by the Bank to do so, to prove in the bankruptcy or liquidation of the Customer. The Guarantor shall hold any amount recovered, as a result of the exercise of any of such rights, on trust for the
Bank and shall pay the same to the Bank immediately on receipt. 
 10.2 The Guarantor has not taken any security from any or all Customers or
other Guarantors and agrees not to do so until the Bank has received the whole of the Guaranteed Moneys. Any security taken by the Guarantor in breach of this provision shall be held in trust for the Bank as security for the Guaranteed Moneys and
all moneys at any time received in respect thereof shall be paid to the Bank immediately on receipt. 







 11. No Waiver 
 No failure to exercise, nor any delay in exercising, any of the rights or remedies under this Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise thereof or the exercise of any other right or remedy. 
 12. Consent 

Each of the Guarantors agrees that the Bank may, for such purposes as the Bank may consider reasonably appropriate, disclose and/or obtain information
concerning the Guarantor (including details of and relating to all or any transactions or dealings between the Guarantor and the Bank) to or from: 
 (i) any agent, contractor or third party service provider (whether situated within or outside the PRC) which provides administrative, telecommunication, computer, payment, processing or other services to
the Bank in connection with the operation of its business; 
 (ii) credit reference agencies; 

(iii) any person to whom the Bank is under an obligation to make disclosure under the requirements of any applicable laws regulations or judicial
process; and 
 (iv) any actual or proposed participant or sub-participant of the Banking Facilities (or any part thereof). 

In the event that such information includes the personal or other data of any third party or individual, each of the Guarantors confirms and warrants
that it has obtained the consent of such third party or individual to the provision of such data to the Bank for such purposes and for disclosure to such persons as referred to in this Clause. The Guarantor will indemnify and hold the Bank harmless
from all costs, penalties, damages and other losses incurred as the result of any breach of the terms of this Clause. 
 13. Assignment

 13.1 The Guarantor may not assign or transfer any of its rights or obligations hereunder. The Bank may assign all or any part of its rights
hereunder to a person in whose favour it has made an assignment of all or any of the Banking Facilities. 
 13.2 Without prejudice to the
foregoing and any right of assignment enjoyed by the Bank under any applicable law or any other document, the Bank may, without the Guarantor’s consent, assign any and/or all of its rights and obligations hereunder to any HSBC Group member(s)
that are/is more than 50% owned or controlled by HSBC Group or to any branch or sub-branch of the Bank. 







 14. Communications 
 Any notice, demand or other communication under this Guarantee shall be in writing addressed to the Guarantor at its registered office address or at the last address registered with the Bank and addressed
to the Bank at its office specified in Part 3 of the Schedule II or such other address as the Bank may notify to the Guarantor for this purpose and may be delivered personally, by leaving it at such address, by post, facsimile transmission or telex
and shall be deemed to have been delivered to the Guarantor at the time of personal delivery or on leaving it at such address or on the second day following the day of posting or on the day of dispatch, if sent by facsimile transmission or telex,
and to the Bank on the day of actual receipt. 
 15. Severability 
 Each of the provisions of this Guarantee is severable and distinct from the others and, if one or more of such provisions is or becomes illegal, invalid or unenforceable, the remaining provisions shall
not be affected in any way. 
 16. Governing Law and Jurisdiction 
 16.1 The Guarantee is governed by and shall be construed in accordance with the laws of the PRC. 

16.2 Each of the Guarantors submits to the jurisdiction of the court at the place of the principal office of the Bank. Nothing in this Clause 16.2 limits
the right of the Bank to bring proceedings against the Guarantor in connection with this Guarantee in any other court of any competent jurisdiction. 
 17. Execution 
 This Guarantee has been entered into by the Guarantor
on             . 







 Schedule I 
 Details of Customer 
  

			
	 Name

Zastron Electronic (Shenzhen) Co., Ltd.
	 	
Address
 Namtai Industrial Estate, Gushu,
Xixiang, Baoan,
 Shenzhen China

	Wuxi Zastron Precision-Flex Co., Ltd.	 	No. 502 Xida Road, Meicun, Wuxi, China.

 Schedule II 
 Part 1 Details of Guarantor 
  

			
	 Name
 Zastron Electronic (Shenzhen) Co., Ltd.
	 	
Address
 Namtai Industrial Estate, Gushu,
Xixiang, Baoan,
 Shenzhen China

	Wuxi Zastron Precision-Flex Co., Ltd.	 	No. 502 Xida Road, Meicun, Wuxi, China.

 Part 2 Address of Bank’s Office (for the purpose of Clause 14 only) 

 

	
	 8/F China Resources Building, No. 5001, Shennan Road East,
Luohu District, Shenzhen, the PRC


 Part 3 Subject to the definition of Maximum Liability in this Guarantee, the specific amount of the
Maximum Liabilities* is: 
  

	
	RMB370,000,000

 Part 4 Minimum Guaranteed Term** 

 

	
	months from the date of this Guarantee.

  

	*	The Maximum Liabilities shall at least include the principal, any expected interest, default interest, fees and other charges. s 


 

	**	The Minimum Guaranteed Term shall cover at least the last repayment date under any existing and proposed facility. 








 Executed by the Guarantors: 

 

					
	 Signature of Authorized

Signatory
 /s/ Koo Ming Kown
	  	 Signature of Authorized

Signatory
	  	 Company
 Chop
 Zastron Electronic (Shenzhen)
 Co., Ltd.

	 Name: Koo Ming Kown

 
 Office:
	  	 Name:

 
 Office:
	  
	  
 Identification Document Type
 and
Number
	  	  
 Identification Document Type
 and Number
	  
	 Authorization Date pursuant to

BOD Resolution

 
	  	 Authorization Date pursuant
to
 BOD Resolution
	  
	 Signature of Authorized

Signatory
 /s/ Koo Ming Kown
	  	 Signature of Authorized

Signatory
	  	 Company
 Chop
 Wuxi Zastron Precision-Flex Co.,
 Ltd.

	 Name: Koo Ming Kown

 
 Office:
	  	 Name:

 
 Office:
	  
	  
 Identification Document Type
 and
Number
	  	  
 Identification Document Type
 and Number
	  
	 Authorization Date pursuant to

BOD Resolution

 
	  	 Authorization Date pursuant
to
 BOD Resolution