(This is a summary translation to be
used for reference only)


 


 


Exhibit 10.21


 


Accounts Receivable Maximum Amount Pledge
Contract


 


(To be used when the Pledgor is a corporation)


 


S/N: 99062011Z97190


 


 


 


 


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


Legal Representative: HOU Wanchun


Telephone:0531-89706000 x 6020


 


 


 


 


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


Legal Representative: ZHAO Hui


Telephone:0411-82808234


 


 


 


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


 


 


 



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I.Definitions


 


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


 


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


 


 


 


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


 


 


 


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


 


 


 


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


 


 


 


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


 


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


 


Article 3The maximum amount guaranteed by Party A is RMB
50,000,000.00 (Fifty Million).


 


 


 


III.Period during Which the Master Claim Is Generated


 


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


 


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


 


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


 



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


 


 


 


IV.Term of Performance of the Debt Obligations by the Master
Contract Debtor


 


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


 


 


 


V.Scope of the Pledge Guarantee


 


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


 


 


 


VI.Determination of the Claim under the Guarantee


 


Article 7Determination of the claim guaranteed hereunder
upon the occurrence of any of the following:


 


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


 


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


 


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


 


7.4Other situation regarding the claim
under the guarantee as required by law.


 



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


 


8.1All the outstanding loan obligation
under the Master Contract at the time of determination of the claim guaranteed hereunder will be included in the scope of the pledge
guarantee;


 


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


 


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


 


 


 


VII.Pledged Items


 


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


 


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


 


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


 


 


 


VIII.Delivery and Safekeeping of the Pledge Items


 


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


 


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


 



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


 


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


 


 


 


IX.Realization of the Pledgee Right


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


 


 


X.Escrow


 


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


 


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


 


 


 


XI.Rights and Responsibilities of Both Parties


 


Article 25Party A’s Rights and Responsibilities


 


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


 


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


 



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


 


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


 


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


 


25.6Party A warrants that there is no
dispute regarding to the ownership to the pledged items;


 


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


 


25.8Party A warrants that there is no
limitation on the pledged items hereunder;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


25.10Party A promises to execute necessary
agreements with Party B at the time when Party B is processing the extension or change registration of the accounts receivable
pledge.


 


Article 26Party B’s Rights and Responsibilities


 


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


 


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


 


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


 


 


 


XII.Liability for Breach


 


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


 


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


 


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


 


 


 



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XIII.Force Majeure


 


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


 


 


 


XIV.Registration of the Pledge


 


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


 


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


 


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


 


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


 


 


 


XV.Resolution of Dispute


 


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


 


 


 


XVI.Contract Effectuation, Amendment and Dissolution


 


Article 33This contract becomes effective upon execution
by both parties.


 


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


 


 


 



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XVII.Attachments


 


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


 


 


 


XVIII.Rider


 


Article 36Notices and Delivery of Notices


 


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


 


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


 


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


 


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


 


Article 38Other Matters Stipulated between the Party A and
Party B


 


[None]


 


 


This contract is executed in Dalian.


 


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


Legal Representative: /personal seal/ HOU Wanchun


November 9, 2011


 


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


Legal Representative: /personal seal/ XU Yongli


November 9, 2011


 


 


Attachment 1Accounts Receivable Debtor Confirmation Letter
[not translated]


Attachment 2Payment Notice [not translated]


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


 








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