Exhibit 10.24


 


Credit Letter reference number: P/13581/11


Date: March 23, 2011


 


Shenzhen Sanjun Power Industries Co., Ltd.


2, 3 & 4/F, 2 Huawang Road, Dalang
Sub-district, Bao’an District, Shenzhen


 


To whom it may concern,


 


Bank credit line:
Shenzhen Sanjun Power Industries Co., Ltd. (“Borrower”)


 


We (“Lender” / “Bank”)
are glad to notify that we agree to grant you following bank credit line (“credit line”) in accordance with the articles
and conditions hereof.


 


Borrower/ “Client”: Shenzhen
Sanjun Power Industries Co., Ltd. Refer to Attached Form I for further details.


 


Category, limit amount and interest rate
of credit line:


(If the use of credit line involves in
different currencies, for purpose of calculating limit amount of credit line, it is subject to rate of exchange to be determined
by lender from time to time)


 


	Receivable financing (factoring) and payable financing (recycling) 	     	
        Total credit line: RMB 10,000,000.- Yuan

        i) Receivable financing - RMB 10,000,000.-
        Yuan

        Loan purpose: priority is given to repay
        payable financing loan balance of borrower at lender, and receivable discount financing to borrower.

        Credit nature: disclosed and have recourse

        Granting loan: when withdrawing loan, borrower
        shall submit all documents related to receivables, as required by lender, including but not limited to:

        1)   Original
        VAT invoices for relevant receivables, delivery slips attached with buyer’s collection certificate/orders/photocopies of
        purchase contracts (true photocopies to be certified by borrower);

        2)   Invoice
        title is the company approved by lender;

        3)   Invoice
        transfer notice sent to buyer, requiring debtor to pay to the account opened by borrower at lender.

        The aforesaid documents shall be satisfactory
        to and accepted by lender in terms of content and form, and the debtors under receivables are subject to approval of lender.

        Prepayment percentage: 80%

        Maximum financing period: max. 165 days
        since invoice day.



 






    	 



    	 



    

  


	 	     	
        Discount charging: to be charged at 130%
        of legal loan rate of corresponding level publicized by People’s Bank of China.

        Account management fee: to be charged according to 0.125% of invoice amount.

        Default interest: to be charged in accordance
        with provisions of General Terms attached hereto.

         

        ii) Payables financing - RMB 5,000,000.-
        Yuan

        Loan purpose: purchasing raw materials

        Granting loan: when withdrawing loan, borrower
        shall submit all documents related to receivables, as required by lender, including but not limited to original VAT invoices, photocopies
        of sales contract/order/transport slip (true photocopies to be certified by borrower), satisfactory to and accepted by lender in
        terms of content and form.

        Financing period: maximum financing period
        for each invoice is 90 days, minus:

        1)   Supplier’s
        account sale period (if any); and

        2)   Past
        period since due date, if paying to supplier after due date.

        Interest rate: to be charged at 130% of
        legal loan rate of corresponding level publicized by People’s Bank of China.

        Commission: to be charged according to
        0.125% of invoice amount.



 


Purpose: the loan purpose must comply with
national laws, statutes and provisions of supervisory authorities. Lender is entitled to independently review borrower’s
use of credit capitals and payment application, require borrower to offer relevant documents certifying the use of credit capitals
and payment, and check the use of credit capitals and payment in any ways proper, at its own discretion, but lender is not obligated
to check if the loans borrowed by borrower or the credit line are used for purposes hereunder.


 


Preconditions: unless otherwise agreed
by lender, the credit line can only be applied for after borrower meeting the preconditions listed in Attached Form II satisfactory
to lender in terms of content and form.


 


Withdrawal/credit line use: borrower shall,
before 10:00 a.m. at the business day three days before the estimated withdrawal day/credit line, submit properly signed withdrawal
notice or credit line application (to be decided) and transaction certificates related to withdrawal, including but not limited
to transaction contract, proof and invoice. The borrower shall ensure the transaction principals, signatures and seals stated in
transaction documents comply with loan use requirements. For withdrawals involving independent payment, borrower shall provide
lender with expected use plan of withdrawn amount, including expected payment transaction object, payment amount and purpose, or
other contents or forms to be accepted by lender.


 




    	 



    	 



    

  


Lender shall use the loan strictly in accordance
with this letter, and obey management of lender on credit capital payment. Under one of following circumstances, lender entrustment
payment shall be adopted to pay credit capital to borrower’s transaction object via borrower’s account after lender
approving borrower’s payment application:


		a)	Credit capital payment under transaction financing of accounts payable;



		b)	Other circumstances recognized by lender.



Without violating laws, statutes or loan
management regulations, borrower and lender can negotiate about adjusting the standard of lender entrustment payment.


 


Borrower shall not avoid lender entrustment
payment by means of fabrication or breaking up the whole into parts. Under lender entrustment payment, where capitals fail to be
paid timely or accurately due to wrong or unclear information offered by borrower or frozen account, lender shall not be held responsible.


 


Commitments: a) borrower shall submit its
latest financial statements to lender ASAP, but borrower will submit, within six months after each fiscal year, the audited consolidated
(if applicable) financial statements of that fiscal year as well as reports of board of directors and auditors.


b) Except for guarantee under loan documents,
without prior approval from lender, borrower shall not pledge its accounts receivable to the third party;


c) The amount of accounts receivable settled
by borrower via lender shall not be less than RMB 30,000,000.- Yuan in each quarter;


d) Borrower shall immediately notify lender
of any incidents which may affect borrower/guarantor’s ability of performing its obligations under loan documents, including
but not limited to incidents which may affect borrower’s financial and/or operation status.


e) Borrower shall designate a special capital
recovery account, and timely provide lender with the account transaction status; lender is entitled to decide to recover all or
partial loan in advance based on capital recovery status of borrower.


 


Uncommitted credit line: without notifying
borrower, lender is entitled to change, terminate, recover or cancel all or any part of credit line, and/or require borrower to
repay debts due or offer satisfactory guarantee for debts outstanding (including actual or contingent debts outstanding). Lender
is entitled to review credit line again, and renew the credit line; after the review, lender can (but not obligated to) issue notice
of renewal to borrower and/or any guarantor. However, under any circumstance, the issuance of such notice of renewal or not shall
not affect lender’s any rights, benefits or reliefs under any loan documents.


 


Compensation for breach: where borrower
fails to perform obligations according to loan document or the performance does not comply with provisions, causing lender to suffer
any loss or damage, borrower shall compensate lender for such losses, and the compensation amount shall equal to loss suffered
by lender due to breach of borrower.


 




    	 



    	 



    

  


Law application and jurisdiction: Laws
of People’s Republic of China (“China”) shall apply to this Letter and its interpretation. Both borrower and
lender shall accept non-exclusive jurisdiction of Chinese courts over any disputes under or related to this Letter. If a litigation
is lodged to Chinese court for any disputes under or related to this Letter, it is subject to non-exclusive jurisdiction of the
court in the place of lender. However, for any disputes under transaction amount of financial derivative products of RMB and/or
foreign exchange, bank and client agree to submit the disputes to CIETAC Shanghai in accordance with currently effective Financial
Dispute Arbitration Rule of CIETAC to settle through arbitration. The arbitration tribunal is composed of three arbitrators; the
arbitration award is final and binding upon both parties.


 


The aforesaid provisions do not exclude
lender’s rights of raising claims or applying for forced execution to other dispute settlement authority (no matter in one
or more judicial areas) with jurisdiction over this Letter.


 


Applicable version: this Letter is drafted
and signed in Chinese.


 


Effectiveness: Where borrower signs and
returns this Letter within one month after issuing it, it is effective when it is signed and returned by borrower. Where borrower
fails to sign and return this Letter within one month after issuing it, it will be invalid, except lender expresses its consent
by means of approving borrower to withdraw/use credit line.


 


All attached forms hereto, General Terms
and its revision or supplements from time to time shall be integral parts hereof. Where there is any discrepancy between General
Terms and this Letter, this Letter shall prevail.


 


All documents returned by borrower shall
state that the addressee is Mr. Weng Riming (“Client Manager”). For any doubts, borrower can contact Client Manager
at (86-755) 2223 1035.


 


Lender: DBS Bank (China) Limited Shenzhen
Branch


		Special contract seal


 


Authorized signatory


 




    	 



    	 



    

  


Borrower hereby confirms that lender has
reminded borrower of all articles and conditions related to its rights and obligations in this Letter, all attached forms hereto
and General Terms, and has explained these articles and conditions as per requirements from borrower. Borrower has received, understood
and agreed with these articles and conditions, and has agreed to be bound by these articles and conditions.


 


Borrower: Shenzhen Sanjun Power Industries
Co., Ltd.


		Official seal


Authorized signatory


Name:


Date of signing and returning this Letter:
March 28, 2011


 


Remark: this Letter does not constitute
lender’s commitments of granting loan and/or financing to borrower, nor does it constitute a certificate that borrower is
entitled to obtain loan and/or financing. The withdrawal and/or credit line use application hereunder shall be raised one by one
after signing this Letter, subject to review of lender.


 


DBS Bank (China) Limited Shenzhen Branch


18/F & 29/F China Resources Building,
the Mixc 229#, 5001


Shennan Dong Road, Luohu District, Shenzhen


Shenzhen, PRC. Postal code 518001


Tel: + 86 755 22231000       Fax:
+ 86 755 82690890


SWIFT  D BSSCNSHSZN                www.dbs.com


 




    	 



    	 



    

 


	Shenzhen
Sanjun Power Industries Co., Ltd.	Lender reference number: P/13581/11


 


Attached Form I


Detailed Information of Borrower


 


	Borrower	 	Shenzhen Sanjun Power Industries Co., Ltd.
	Address	 	2, 3 & 4/F, 2 Huawang Road, Dalang Sub-district, Bao’an District, Shenzhen
	Tel	 	 
	Fax	 	 


 




    	 



    	 



    

 


	Shenzhen Sanjun Power Industries Co., Ltd.	Lender reference number: P/13581/11


 


Attached Form II


Preconditions


 


		1.	(i) Receivables pledge contract properly signed by borrower;



(ii) Receivables
pledge registration agreement properly signed by borrower;


(iii) Receivables
pledge registration formalities have been completed, and lender has obtained receivables pledge registration certificate.


 


		2.	Guarantee contracts for all debts under guaranteed loan documents properly signed by Wu Henian,
Wang Zongfu and Huang Junbiao (“Domestic Individual Guarantors”).



 


		3.	(i) Factoring agreement properly signed by borrower;



(ii) Receivables
registration agreement properly signed by borrower;


(iii) Receivables
registration formalities have been completed, and lender has obtained receivables registration certificate.


 


		4.	Borrower’s corporate legal person business license (original and photocopy) and certified
true photocopy of approval certificate.



 


		5.	The certified true photocopies of borrower’s latest Articles of Association and its revisions.



 


		6.	The certified true photocopies of borrower’s organizational institution code certificate.



 


		7.	The certified photocopies of capital verification report issued by CPA, certifying borrower has
paid up registered capitals (if applicable).



 


		8.	List of borrower’s executive directors bearing official seal of borrower.



 


		9.	Originals of borrower’s resolutions of executive directors or abstracts about agreeing with
signing this Letter and relevant documents, and signature specimen of authorized signatory.



 


		10.	The certified true photocopies of identity certificates of all authorized signatories mentioned
in borrower’s resolutions of executive directors or abstracts.



 


		11.	Number and password of effective loan cards of borrower and guarantor (including corporate and
personal guarantors). Guarantor will only be deemed meeting requirements of offering guarantee after providing effective loan card
in accordance with prevailing statutes.



 




    	 



    	 



    

  


		12.	Borrower has paid loan commission and other expenses to be paid to lender and/or offered the certificates
showing it has paid relevant expenses.



 


		13.	Photocopies of identity certificate of domestic individual guarantor.



 


		14.	Withdrawal notice properly signed by borrower satisfactory to lender in content and form.



 


		15.	The certified true photocopies of all approvals, permissions or certificates required by its business,
obtained by borrower in accordance with environmental protection laws, statutes and regulations.



 


		16.	Borrower has opened account at lender for purpose of granting and paying loan (except that lender
agrees with not opening).



 


		17.	All documents and/or other requirements required for complying with client accepting policies or
similar regulations concluded by supervisory organ and/or lender.



 


		18.	Other documents, items or proofs required by lender, including approval, registration and/or filing
certificates related to loan document and any credit line, as well as relevant legal opinions.



 




    	 



    	 



    

  


	Shenzhen Sanjun Power Industries Co., Ltd.	Lender reference number: P/13581/11


 


Attached Form III


Credit Line Commission and Other Expenses


 


Lender is entitled to charge credit line
commission and other relevant expenses, including but not limited to loan renewal commission (including withdrawal and renewal),
in accordance with standard rate stipulated by lender from time to time, except otherwise agreed by lender or stipulated by letter
of credit.


 


Setup fee


RMB 50,000.- Yuan


 


Annual review fee


Borrower shall pay to lender the annual
review fee at the confirmed review day each year when lender conducts credit line review.


 




    	 



    	 



    

 


	Shenzhen Sanjun Power Industries Co., Ltd.	Lender reference number: P/13581/11


 


Withdrawal Notice
Format


 


To: DBS Bank (China) Limited Shenzhen Branch


 


In accordance with Letter of Credit Line
(including its revision, supplement and modification) signed by your bank and this company, this company irrevocably issues notice
to your bank about withdrawing credit line according to following terms:


 


		1.	Relevant credit line: _______________________________________;



		2.	Withdrawal amount: ________________;



		3.	Expected withdrawal date: __________;



		4.	Withdrawal purpose: ________________________________________;



		5.	Financing period: ________________________________________;



		6.	Attached documents: following documents will be submitted together with this Notice;



		7.	Means of payment: your bank is authorized to transfer aforesaid funds to following account of this
company:



Account name:
___________________________


A/C No.: ________________________________


Opening bank:
___________________________


 


Entrusted
payment (if applicable): your bank is authorized to pay aforesaid loan capitals through aforesaid account of this company, and
payee’s account is as follows (if involving more than one entrusted payment, list of entrusted payment shall be attached
separately and submitted together with this Notice after affixing perforated seal):


Account name:
___________________________


A/C No.: ________________________________


Opening bank:
___________________________


 


		8.	This company hereby confirms that:



		(i)	The preconditions stipulated by letter of credit line are fully completed;



		(ii)	Each commitment, statement or guarantee stipulated by letter of credit line, the circumstances
and facts existing in the day when this Notice is issued, are true, accurate and complete; furthermore, each commitment, statement
or guarantee, and circumstances and facts existing in the day of expected withdrawal day above, will be true, accurate and complete.



		(iii)	In the day when this Notice is issued, there was no incident of requiring repayment of credit line;
this company further declares that there will be no incident of requiring repayment of credit line in the day of expected withdrawal
day above.



 




    	 



    	 



    

  


Borrower: Shenzhen Sanjun Power Industries
Co., Ltd.


(seal)


_______________________________________


Authorized signatory


Name: ________


Date: ________