Exhibit 10.23


 


 


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


 


 


 


Maximum Amount Pledge Contract


 


(To be used when the Pledgor is a natural
person)


 


S/N: 99062011D97190-1


 


 


 


Pledgor:LI Qiang (“Party A”)


 


 


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


Legal Representative: ZHAO Hui


Telephone:0411-82808234


 


 


 


This contract is entered in between Party
A and Party B in accordance with the relevant State laws and regulations.


  


 


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


 


Article 1The Master Contract hereunder is Medium-to-Small
Sized Enterprise Financing Service Contract (S/N: 99062011297190) between Party B and the Master Contract Debtor, Trunkbow Asia
Pacific (Shandong) Company Limited; 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 2The maximum amount of the claim guaranteed by Party
A is RMB 740,000.00 (Seventy-Four Thousand).


 



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    	Exhibit 10.23



    



This maximum amount is the maximum of the
principal balance and shall have the following meaning:


 


The maximum of the principal balance only
refers to the maximum limit of the principal of the master claim and, on the pre-condition that the principal does not exceed the
above maximum, all amounts within the scope set forth in Article 5 herein will be guaranteed by Party A.


 


The outstanding balance of all the principal
amount in use by the Master Contract Debtor will not exceed the maximum limit specified in Article 2 herein, but the Master Contract
Debtor may apply to reuse the amount of repaid principal on a revolving basis within this limit.


 


 


 


II. Period during Which the Master Claim Is Generated


 


Article 3The 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:


 


3.1If 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.


 


3.2If 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.


 


3.3If 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.


 


 


 


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


 


Article 4The term of performance of the debt obligations
by the Master Contract Debtor is provided in the specific service contracts under the Master Contract.


 


 


 


IV. Scope of the Pledge guarantee


 


Article 5The scope of the pledge guarantee is loan principal
due, interest, penalty interest, compound interest, default damages, loss compensation, custodian fees for the pledged property
and all other fees incurred during the course of realizing Party B’s claims and rights hereunder (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.


 



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    	Exhibit 10.23



    
 


V. Determination of the Claim under the Guarantee


 


Article 6Determination of the claim guaranteed hereunder
upon the occurrence of any of the following:


 


6.1The period during which the master
claim is generated set for in Article 3 herein has expired;


 


6.2The creditor under the Master Contract
declares all the debt obligations under the Master Contract immediately due in accordance with the law or provision therein;


 


6.3Party B exercises its pledgee right
in advance in accordance with the provisions of Article 16 herein.


 


6.4Other situation regarding the claim
under the guarantee as required by law.


 


Article 7The determination of the claim guaranteed hereunder
will have the following effect:


 


7.1All 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;


 


7.2All other amounts in addition to
the principal set forth in Article 7 herein at the time of determination of the claim guaranteed hereunder will be included in
the scope of the pledge guarantee;


 


7.3Starting 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 property
hereunder.


 


 


 


VI.Pledged Items


 


Article 8Party A will provide guarantee by pledging his
property. The name, type, quantity, quality and location of such pledged property are listed in the Attachment.


 



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Article 9The appraisal or listed value of the pledged property
in the Attachment is for reference only; its final value will be based on the net proceeds at the disposition of such property
to realize the pledgee right.


 


Article 10Party B may request Party A to provide all the
valid documents and certificates regarding the pledged property to Party B for safekeeping.


 


 


 


VII.Registration of the Pledge


 


Article 11Party A and Party B must proceed to process registration
procedures for the pledge within 15 days upon the execution of this contract.


 


 


 


VIII.Occupation and Management of the Pledged
Property


 


 


Article 12The pledged property hereunder will be occupied
and used by Party A. Party A must keep such property in sound condition and Party B shall have the right to inspect the management
of such property.


 


Article 13If the pledged property experiences any damage
or fire, Party A must immediately notify Party B and take actions to prevent the spread of loss; Party A must also provide to Party
B documents of evidence issued by relevant authorities regarding the cause of such damage or fire.


 


 


 


IX. Realization of the Pledgee Right


 


 


Article 14After 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 property hereunder if there is
any occurrence of failure to perform debt obligations by the Master Contract Debtor.


 


Article 15When exercising its pledgee right, Party B shall
have the option to use the pledged property at a discount to offset debts, sell or auction it off and use the proceeds to satisfy
its claims, or to request people’s court to auction it off and use the proceeds to satisfy its claims.


 


Article 16Upon the occurrence of any of the following, Party
B shall have the right to exercise its right hereunder in advance and use the proceeds to satisfy its claims:


 


16.1Party A’s violation of the
provisions herein, refusal to perform the obligations hereunder, or endangerment of Party B’s pledgee right;


 



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    	Exhibit 10.23



    



16.2Party A’s involvement in litigation,
arbitration, administrative sanction, thus having adverse effect on the pledged property;


 


16.3The creditor declares the debts
obligations due in advance in accordance with the provisions of the Master Contract;


 


16.4Other situations that render it
difficult or impossible for Party B to realize its claims.


 


Article 17Party A must provide assistance to Party B in
Party B’s disposition of the pledged property.


 


Article 18Party 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. And Party B shall have the right to change the above order.


 


Article 19If 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. Insurance


 


Article 20Before the execution of this contract, Party A
must place insurance on the pledged property at an insurance company acceptable to both with Party B as the primary beneficiary.
The insurance policy must be approved by Party B.


 


Article 21During the effective period of this pledge, if
there is any occurrence of the insured event, the insurance compensation received must be deposited into a special account designated
by Party B to be used to repay debts when due.


 


Article 22During the effective period of this pledge, Party
A must maintain the effectiveness of such insurance.


 


Article 23Party A must provide the original copy of the
insurance policy to Party B for safekeeping at the time of execution of this contract.


 


Article 24During the effective period of this pledge, Party
A must not suspend or cancel this insurance for any reason. If the insurance is interrupted, Party B shall have the right to resume
such insurance directly for Party A with Party A being responsible for all the fees and premiums


 



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    	Exhibit 10.23



    



 


XI. Rights and Responsibilities


 


Article 25Party 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.


 


Article 26During the effective period of this pledge, no
gifting, transfer, lease, re-pledge or disposition in other form of the pledged property shall be valid without Party B’s
authorization.


 


Article 27During the effective period of this pledge, when
the pledgee right is harmed, or likely to be harmed, by a third party, Party A shall have the obligation to take measures to prevent
Party B’s rights and interests from being harmed.


 


Article 28If there is any change in Party A’s name,
address, correspondence address, postal code, home phone, mobile and business phone numbers and any other personal information,
Party A must notify Party B within 20 days of such change.


 


Article 29If Party A’s action will reduce the value
of the pledged property, Party B shall have the right to stop such action. If the value of the pledged property is reduced, Party
B shall have the right to demand Party A to restore its value or provide additional pledge.


 


Article 30During the effective period of this pledge, the
Master Contract Debtor is not required to obtain Party A’s prior consent in its negotiation with Party B regarding making
changes to the Master Contract unless such changes involve extension of the term and increase of the principal of the master claim,
or the transfer by the Master Contract Debtor of its debt obligations thereunder.


 


After all the debt obligations have been
repaid, Party B must assist Party A in the procedures of cancelling the pledge registration. And Party B will return all the documents
and certificates regarding the pledged property to Party A.


 


Article 31Party B is not required to notify Party A when
it enters contracts or agreement with the Master Contract Debtor regarding other claims and debt obligations under the Master Contract.


 


Article 32If Party A learns about the occurrence, or likely
occurrence, of any event (including but not limited to Master Contract Debtor’s act of breach, going out of business and
bankruptcy) that will harm Party B’s rights and interests, Party A must immediately notify Party B.


 



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    	Exhibit 10.23



    
 


XII.Liability for Breach


 


Article 33After 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 34Upon occurrence of any of the following on the
part of Party A, Party B shall have the right to demand Party A to take remedial measures or provide additional guarantee:


 


34.1Withholding information on the joint ownership,
dispute, freeze or seizure or pre-existing encumbrances regarding the pledged property;


 


34.2Failure to provide complete documents and truthful
information about the pledged property;


 


34.3Disposition of the pledged property without Party
B’s authorization.


 


Article 35After this contract has become effective, if Party
A refuses to assist Party B in the procedures of registration of the pledged property hereunder, thus causing it impossible to
perform the Master Contract, Party A must pay default damages in the amount equal to 10% of the amount of the master claim
under the guarantee


 


 


 


XIII.Promises and Warranties


 


Article 36Party A has full capacity for civil activities
and has the qualification and ability to execute and perform this contract and other related contracts.


 


Article 37All documents and certification provided by Party
A in connection with this contract are true, valid and legal.


 


Article 38Party A has the full, valid and legal disposition
right to the pledged property; if it is jointly owned, Party A has obtained consent from the joint owner.


 


Article 39Party A warrants that there is no limitation on
the pledge and such pledge will not cause any illegal situation. Party A’s intent to provide pledge guarantee is voluntary
and true.


 


Article 40Party A warrants that the pledged property has
not been leased before it is pledged; Party A promises to obtain Party B’s consent before it leases it after it is pledged.


 


Article 41Party A warrants that all the ownership or use
right certificates regarding the pledged property provided to Party B are authentic, legal and valid.


 


Article 42The debt obligations under the Master Contract
can be used to repay old debts and Party A will assume its responsibility for maximum guarantee for such debts.


 



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    	Exhibit 10.23



    



XIV.Independence


 


Article 43The validity of this contract is independent of
the Master Contract and will not become invalid when the Master Contract becomes invalid.


 


Article 44The validity of this contract is independent of
other guarantee contracts. If 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 its right hereunder.


 


 


 


XV.Resolution of Dispute


 


Article 45All 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 46This contract becomes effective upon execution
by both parties.


 


Article 47Party A and Party B must enter into written agreement
regarding the amendment to and the dissolution of this contract.


 


 


 


XVII.Rider


 


Article 48Party 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 49Information Disclosure and Inquiry


 


Pursuant to the relevant laws and regulations
or at the request of financial regulation organizations, Party B has the right to enter the information about this contract and
other information provided by Party A into the inter-bank credit inquiry system, credit information system and other legally established
database. If Party A breaches this contract, Party B has the right to public Party A’s breach and provide the relevant information
to collection agencies.


 


Article 50Notices and Delivery of Notices


 



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    	Exhibit 10.23



    



50.1All notices sent by one party to
the other must be delivered to the addresses indicated on the first page of this contract.


 


50.2If 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 51Force Majeure


 


If 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


 


Article 52Public Certification


 


[None]


 


Article 53Other Matters Stipulated between the Party A and
Party B


 


[None]


 


Article 54Contract Copies and Effect


 


This contract has 5 counterparts, with one
to Party A, Party B, relevant registration authority and the Master Contract Debtor, and all of them have the same legal effect.
The attachments are the inseparable components of this contract and have the same legal effect as the other contents herein.


 


 


 


Party A:/s/ LI QiangJoint Owner: /s/ DAI Xuesong
(signed by LI as agent)


 


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


Legal Representative: /personal seal/ XU Yongli


 


November 9, 2011


 



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    	Exhibit 10.23



    



  


 


	Attachment	List of Pledged Items
	 	(for Land Use Right, Project under Construction, Real Estate)
	 	 
	Summary:	 
	Pledgor:	LI Qiang (“Party A”)
	Pledgee:	China Minsheng Banking Corp., Ltd., Dalian Division (“Party B”)
	 	 
	Name of Pledged Item:
	 	Real Estate Property
	Location:	Room 101, Unit 3, Building 25, Baihua Residential Area, Licheng District
	Size:	99.13 square meters
	Type:	Residential
	 	 
	Ownership Certificate No.:
	 	Licheng RE No. 000229
	Appraisal Value:
	 	¥806,400.00
	Under Lease:	No
	 	 
	Pledge Contract Name and No.:
	 	Maximum Amount Pledge Contract (S/N: 99062011D97190-1)
	 	 
	Pledgore:	/s/ LI Qiang
	Joint Owner:	/s/ DAI Xuesong (signed by LI as agent)
	November 9, 2011
	 	 
	Pledgee:	/company seal/ China Minsheng Banking Corp., Ltd., Dalian Division
	Legal Representative: /personal seal/ XU Yongli
	November 9, 2011


 








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