Unassociated Document


    Agreement
on Line of Credit

     

    No. 2009
Zhen Zhong Yin Bu E Xie Zi No. 000455

     

    Party A:
Shenzhen Highpower Technology Co., Ltd.

    Business
License No.: 440307503274740

    Legal
representative/principal: Pan Dangyu

    Domicile:
A2 Block, Luoshan Industrial Park, Pinghu Town, Luogang District,
Shenzhen

    Postal
Code: 518111

    Opening
financial institution & account: Bank of China, Pinghu Subbranch,
814809259208091001

    Tel.:
89686236                                        Fax:
89686298

    


    Party B:
Bank of China Limited, Shenzhen Buji Subbranch

    Legal
representative/Principal: Jiang Guoliang

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

    Postal
Code: 518112

    Tel.:
28274825                                        Fax:
28270847

    


    Party A
and Party B, in light of developing friendly and mutual benefit cooperation
relationship, reached the following agreement through negotiation pursuant to
principles of voluntariness, equality, mutual benefit and good
faith.

    


    Article
1: Scope of business

     

    Party B
will provide Party A the line of credit as agreed in the Agreement. Party A may,
subject to the preconditions as agreed herein and in relevant single agreement,
apply to Party B for revolving use, adjustment or one-time use of the line of
credit for the purpose of RMB short-term loan, foreign currency short-term loan,
trade financing, Letter of Guarantee, funding business and other credit business
(collectively referred to as “single loan business”).

     

    Trade
financing, as mentioned herein, includes opening international L/C, opening
domestic L/C, import bill advance, lading guarantee, packing credit, export bill
advance, discounting acceptance draft under time L/C, buyer bill advance for
domestic L/C, seller bill advance for domestic L/C, negotiation of domestic L/C
and other international and domestic trade financing businesses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
2: Types and Sum of Line of Credit

     

    Party B
agrees to provide the following line of credit to Party A:

     

    Currency:
RMB

     

    Sum: (in
words) one hundred million Yuan

     

      (in
figures) RMB100, 000,000.00

     

    The
detailed types and sum are as follows:

     

    1. Line
of credit for loan RMB 20,000,000.00 (in words: twenty million Yuan), which
includes:

     

    (1) Line
of credit for Short-term loan RMB 20,000,000.00(in words: twenty million
Yuan)

     

    2. Line
of trade financing: RMB75,000,000.00 (in words: seventy-five million Yuan),
which includes:

     

    (1)
Factoring line of credit: RMB35,000,000.00 (in words: thirty-five million
Yuan)

     

    (2) Line
of credit for opening domestic L/C (incl. buyer bill advance): RMB40,000,000.00
(in words: forty million Yuan)

     

    3. Line
of fund:RMB 5,000,000.00(in words: five million Yuan) , which
includes:

       
Line of foreign currency trading earnest money RMB 5,000,000.00(in words: five
million Yuan)

    


    Article
3: Use of the line of credit

     

    1. Within
the use period of the line of credit as agreed in the agreement, Party A may,
without exceeding the scope of line regarding respective single loan business as
agreed herein, use the respective line of credit by the
following  (1)
manner:

     

    (1)
Revolving use: the detailed types of line of credit are factoring line of credit and
line of credit for opening domestic L/C (incl. buyer bill advance),line of credit for
Short-term loan, line of
fund.

     

    (2)
One-time use: the detailed types of line of credit are:        /                     .

    


    In case
Party A intends to adjust the use of line of loan of credit as agreed in Article
1, it shall apply to Party B in written form, subsequent to which Party B shall
determine whether or not grant and the details of the adjustment and inform
Party A in written form accordingly.

    


    2. As of
the effective date of the Agreement, the balance of credit based on Agreement on
Line of Credit or similar agreement and single agreement thereof previously
effective shall be deemed the credit generated hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In which,
the balance of credit in the line of credit shall be deemed the line of credit
hereunder.

    


    3. Unless
otherwise agreed, the following businesses shall not be incorporated into the
line of credit:

     

    (1)
Export bill advance where the L/C is consistent with documents;

     

    (2) Bill
advance or financing based on the export L/C acceptable by Party B and accepted/
honored/ confirmed for payment/ confirmed by the opening bank or confirming
house, or based on the bill of exchange or sum under domestic L/C;

     

    (3) Where
Party A would provide deposit, national debt, or deposit receipt issued by Party
B, or the acceptance bill, letter of guarantee and standing L/C acceptable to
Party B, the sum of credit corresponding to the said guarantee will not be
incorporated into the line of credit;

     

    (4)

     

    (...) Other
businesses not incorporated into the line of credit otherwise confirmed by both
parties in written form.

    Though
the said items will not be incorporated into the line of credit, the business
agreements thereof shall still constitute the single agreement hereunder and the
integral part hereof and shall be bound by the Agreement hereof, unless
otherwise agreed in the said business agreements.

    


    Article
4: Agreements Executed in Single Loan Business

     

    Party A
shall, in case of applying to Party B for the single loan business hereunder,
submit respective application and/or execute respective contract/agreement
(collectively referred to as “single agreement”) with Party B.

    


    Article
5: Use period of the line of credit

     

    The use
period of the line of credit as stated in Article 2 hereof shall be from the
effective date of the Agreement to 23 November 2010.

     

    At the
expiration of the aforesaid use period, where Party B provides the line of
credit to Party A through negotiation, both parties may execute supplemental
agreement in written form, define clearly the new line of credit and use period
etc. The said supplemental agreement shall constitute integral part of the
Agreement hereof, and any items uncovered in supplemental agreement shall be
subject to provisions herein. The supplemental agreement shall be of the equal
force adeffect as of the Agreement hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Expiration
of the use period as aforementioned shall not influence the force adeffect of
the Agreement and shall not constitute the cause of terminating the Agreement.
Single loan business executed between Party A and Party B in light of the
Agreement will be performed as per the agreements in the Agreement and in
relevant single agreement. Any rights and obligations already generated shall be
performed completely.

    


    Article
6: Preconditions for single loan business

     

    Party A
shall comply with the following conditions regarding single loan business as
required by Party B:

     

    1.
Reserve for Party B relevant Company file, document, seal, namelist of relevant
staff, specimen signature relevant to the Agreement and single agreement, and
fill in relevant certificates;

     

    2. Open
the account required by single loan business;

     

    3. The
guarantee agreed in the Agreement and single agreement has been effectively
established;

     

    4. Other
preconditions required of the single business agreed in single business
agreement;

     

    5. Other
conditions to be met by Party A deemed necessary by Party B.

    


    Article
7: Guarantee

     

    With
respect to the liabilities of Party A to Party B arising from the Agreement and
any single agreements, both parties agree to guarantee the liabilities by the
following methods:

     

    (1) Surepower Technology
(Shenzhen) Co., Ltd will, subject to 2009 Zhen Zhong Yin Bu Bao Xie Zi No.
000455A Contract on Maximum Guarantee, provide the maximum guarantee and
sign corresponding Contract on Maximum Guarantee;

     

    (2) Pan Dangyu will, subject to
2009 Zhen Zhong Yin Bu Bao Xie Zi No. 000455B Contract on Maximum
Guarantee, provide the maximum guarantee and sign corresponding Contract
on Maximum Guarantee;

     

    (3) Li Wenliang will, subject to
2009 Zhen Zhong Yin Bu Bao Xie Zi No. 000455C Contract on Maximum
Guarantee, provide the maximum guarantee and sign corresponding Contract
on Maximum Guarantee;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (4) Ma Wenwei will, subject to
2009 Zhen Zhong Yin Bu Bao Xie Zi No. 000455D Contract on Maximum
Guarantee, provide the maximum guarantee and sign corresponding Contract
on Maximum Guarantee;

     

    Maximum
pledge:

     

    (1)Shenzhen Highpower tech.
CO., Ltd. subject to 2009 Zhen Zhong Yin Bu Di Xie Zi No.000455 Contract on
Maximum pledge  will provide the maximum pledge and sign
corresponding Contract on Maximum Pledge.

     

    (2)
/   will provide the maximum pledge and sign corresponding
Contract on Maximum Pledge.

     

    The
guarantee contract shall be singed corresponding to the detailed loan business
agreement in case single loan business is to be provided.

    


    In case
of any events occurred to Party A or the guarantor which is deemed to be
influencing the performance capacity of Party A or the guarantor, or in case the
guarantee contract turns to invalid, is cancelled or rescinded, or in case Party
A or the guarantor seriously deteriorates in the financial position or is
involved in significant litigation or arbitration cases or any other conditions
which may influence its performance capacity hereunder, or in case the guarantor
breaches the guarantee contract or any other contract executed between Party B,
or in case the collateral is depreciated, damaged, lost or sealed which weakens
or eliminates the guarantee value, Party B shall have the right to require Party
A and Party A shall be obligated to provide new guarantee, to change guarantor
etc to guarantee the liabilities hereunder.

    


    Article
8: Representations and commitments

     

    Party A
represents as follows:

     

    1. Party
A is lawfully registered and existed and of the full capacity for private rights
and the full capacity for civil acts as needed for the execution and performance
of the Agreement;

     

    2.
Executing and performing the Agreement and single agreements shall be the
declaration of Party A's true intention with legal and valid authorization in
accordance with the articles of association or other internal management
document. Execution and performance of the Agreement and single agreements will
not breach any agreement, contract or other legal documents binding Party A.
Party A has acquired or will acquired all relevant approvals, permissions,
filings or registrations needed by the execution and performance of the
Agreement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. All
documents, financial statements, certificates and other materials provided by
Party A hereunder and under any single agreement shall be true, complete,
accurate and valid;

     

    4. The
background of the transaction hereunder shall be true and legal, which will not
be used for illegal purposes like money laundering etc;

     

    5. Party
A did not conceal from Party B any event which may influence the financial
position and performance capacity of itself and the guarantor.

    


    Party A
makes the commitment as follows:

     

    1. Party
A will submit the financial statements (including but not limited to annual
statements, quarterly statements and monthly statements) on a regular basis or
in a timely manner as required;

     

    2. Party
A will accept and cooperate with Party A’s inspection and monitor over the use
condition of the line of credit and relevant production and operation, financial
activities;

     

    3. In
case Party A executes with the guarantor hereunder any counter-guarantee
contract or similar contract, it shall not impair any rights of Party B
hereunder;

     

    4. In
case of any conditions which may influence the financial position and
performance capacity of Party A or the guarantor hereunder, including but not
limited to the split-up, merging, pooling, joint venture with foreign investors,
cooperation, contract operation, reconstruction, transformation, planning for
listing etc of its business manner in any form, reduction of registered capital,
significant asset or equity transfer, bearing of significant indebtedness, setup
of new significant liability on the collateral, seal-up of the collateral,
wind-up, revocation or (being applied) application for bankruptcy etc, or
engaging in any significant litigation or arbitration cases, Party A shall
timely inform Party B;

     

    5. Party
A agrees to follow Party B’s relevant regulations and business practices
regarding any items not covered in the Agreement and in any single
agreement.

    


    Article
9: Internal related transaction and disclosure thereof in Party A’s
Group

     

    Both
parties agreed to follow the item 1 as mentioned
hereunder:

     

    1. Party
A did not fall into the customer group as determined in Guidelines for the Risk
Management by Commercial Banks for Granting Credit to Customer Groups
(“Guidelines”);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Party
A falls into the category of customer group as defined by Party B in compliance
with Guidelines. Party A shall, subject to provisions of Article 17 of
Guidelines, timely report to Party B the conditions of any related transaction
over 10% of Party A’s net assets, including the related relation of parties
concerned, transaction items, transaction nature, sum or respective ratio,
pricing policies (incl. transaction without any sum or with only symbolic
sum).

    


    Article
10: Defaults and treatment

     

    Any of
the following conditions shall constitute or be deemed as the default of Party A
hereunder or under any single agreement:

     

    1. Party
A fails to perform the payment and settlement obligations to Party B as agreed
in the Agreement and single agreement;

     

    2. Party
A fails to use the funds acquired for agreed purposes as stated in the Agreement
and single agreement;

     

    3. The
representations made by Party A in the Agreement and single agreement were
untrue or breached the commitment of Party B in the Agreement and single
agreement.

     

    4. In
case of the condition provided in Article 8, item 2 (4) which is deemed by Party
B as influencing Party A’s financial position and performance capacity, or
influencing the guarantor’s financial position and performance capacity, while
Party A fails to provide new guarantee and replace guarantor as agreed in the
Agreement.

     

    5. Party
A terminates the business or is engaged in any wind-up, cancellation or
bankruptcy issues.

     

    6. Party
A breaches any other agreements regarding involving party's obligations in the
Contract or in single agreement.

     

    7. Party
A was engaged in any default issues under any other contract with Party B or
other organizations under Bank of China Limited;

     

    8. The
guarantor breaches the agreement in guarantee contract, or is engaged in any
default issues under any other contract with Party B or other organizations
under Bank of China Limited.

    


    Party B
shall, according to the actual situation, have the right to take the following
measures jointly or respectively regarding the aforesaid default
issues:

     

    1.
Require Party A and the guarantor to correct the default action within required
duration;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.
Reduce, suspend or terminate in whole or in part the line of credit to Party
B;

     

    3.
Suspend or terminate in whole or in part any business application of Party A
under the Agreement, single agreement or any other agreement between Party A and
Party B; suspend or terminate in whole or in part the issuance and handling of
any loan not issued, any trading financing business and letter of guarantee
business not handled;

     

    4.
Declare that the loan, trade financing sum, principal and interest of advanced
sum for letter of guarantee not repaid and other payables under the Agreement,
single agreement or any other agreement between Party A and Party B shall be in
whole or in part be mature immediately;

     

    5.
Terminate or cancel the Agreement, terminate or cancel single agreements and
other agreements between Party A and Party B in whole or in part;

     

    6.
Require Party A to indemnify the losses caused to Party B thereby;

     

    7. With
prior or after notice, deduct the sum in the account opened in Party B to
discharge all or part liabilities of Party B attributable to Party A. Any
premature sum in the account shall be deemed mature in advance. Where the
currency of the account is different from the pricing currency of Party B’s
business, the settlement exchange rate applicable to Party B at the time of
deduction shall be followed for the translation;

     

    8.
Exercise the security interest;

     

    9.
Require the guarantor to undertake the guarantee responsibility;

     

    10. Party
A promises that, within the effective period of the Agreement, the total line of
credit (which may be extended to total amount of exposed credit) in all banks
shall not exceed RMB140 million, or else Party B shall have the right to suspend
the credit;

     

    11. Any
other measures deemed necessary by Party B.

    


    Article
11: Rights reservation

     

    Any
party’s failure in performing the rights under the Agreement, single agreement
in whole or in part or in requiring the other party to perform and undertake
partial or whole liabilities and obligations shall not constitute the waiver of
the rights or release of the liabilities or obligations.

     

    Any
party’s allowance or extension to the other party or delay in performing the
rights under the Agreement or single agreement shall not affect any of its
rights under the Agreement, single agreement, laws or regulations and shall not
be deemed as the waiver of the rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
12: Modification, alteration, termination and partial invalidity

     

    The
Agreement may be subject to modification or alteration with both parties’
negotiation and consensus, and any modification or alteration made thereby shall
constitute integral part of the Agreement.

     

    Unless
otherwise provided by laws or regulations or otherwise agreed by both parties
concerned, the Agreement shall not be terminated prior to the complete
performance of the rights and obligations hereunder and under single
agreement.

     

    Unless
otherwise provided by laws or regulations or otherwise agreed by both parties
concerned, the invalidity of any provisions herein shall not influence the
validity of any other provisions herein.

    


    Article
13: Applicable laws and dispute settlement

     

    Unless
otherwise agreed by parties concerned, the Agreement and single agreement shall
be governed by laws of the People’s Republic of China.

     

    Unless
otherwise agreed by parties concerned, upon the coming into force of the
Agreement and single agreement, any and all disputes arising from or in
connection with the execution and performance of the Agreement and single
agreement shall be subject to negotiation between both parties, failing which
any party hereto may solve the dispute under question by the 2 manner mentioned
below:

     

    1. Submit
to     /       
arbitration committee for arbitration.

     

    2. Appeal
to the people's court in the place where Party B resides or where any other
organizations under Bank of China Limited performing rights and undertaking
obligations under the Agreement or single agreement reside.

     

    3. Appeal
to the people’s court with jurisdiction.

     

    During
the dispute settlement period, any other articles not affected by the dispute
shall be performed as well.

    


    Article
14: Expense

     

    Unless
otherwise provided for by law or otherwise agreed by both parties, the expenses
(incl. attorney fee) for concluding, performing and dispute settling of the
Agreement and single agreement shall be borne by Party A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
15: Attachments

     

    The
following attachments and any other attachments and single agreements jointly
confirmed by both parties shall constitute integral part of the Agreement and be
of the same force adeffect with the Agreement.

     

    Attachment
7: Opening of Domestic L/C.

     

    Attachment
9: Buyer Bill Advance of Domestic L/C.

     

    Attachment
12:       /           
..

    


    Article
16: Other provisions

     

    1. Party
A, without the consent of Party B in written, shall not assign any rights and
obligations hereunder or under any single agreement to any third
party.

     

    2. In
case Party B shall, as required by business, entrust other organizations under
Bank of China Limited to exercise the rights and undertake obligations under the
Agreement and single agreement, Party A shall agree with the arrangement. Other
organizations under Bank of China Limited as authorized by Party B shall have
the right to exercise all rights under the Agreement and single agreement and
shall have the right to appeal to the people’s court or to arbitration
institution for any dispute under the Agreement or single
agreement.

     

    3. The
Agreement shall be binding upon both parties and successors and assignees
legally generated of both parties without affecting any other provisions herein
and in single agreement.

     

    4. Unless
otherwise agreed, domicile designated by both parties herein shall be the
address of both parties for communication. Both parties commit to inform the
other party in written form in case of changing the said domicile.

     

    5.
Headings and business names as mentioned herein shall be used only for the
convenience of reference, which shall not be regarded as the interpretation of
provisions contained herein or rights and obligations of parties
hereto.

     

    6. Party
A commits to take Party B as the secondary mortgagee upon acquiring the property
right certificate of Lilang Production Base.

     

    7. Party
A commits that it will take the settlement account opened in Party B as the main
account of recovering sales proceeds, and the relevant deposit and settlement
sum therein shall not be less than the credit tranche granted to Party A by
Party B.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. Party
A commits that it shall inform Party B in written form and shall obtain the
consent of Party B prior to applying for any credit from other commercial banks,
otherwise Party B shall have the right to terminate the credit.

    


    Article
17: Effectiveness

     

    The
Agreement shall come into force with the signature of both parties’ legal
representatives, principals or authorized signatories and with both parties’
official seals.

    The
Agreement shall be made in sextuplicate, out of which Party A shall hold one,
Party B shall hold two , the Guarantor shall hold two and the pledge
registration authority shall hold one. The six originals shall be of the same
force.

     

    
      
        	      
                Party
      A: Shenzhen Highpower Technology Co., Ltd.

              	 	 	 	 
	 	 	 	 	 
	
                /s/
      Pan Dang Yu

              	 	 	(Official Seal)	 
	
                Pan
      Dang Yu

              	 	 	
                 

              	 
	
                24
      November 2009

              	 	 	
                 

              	 


      

    

     

    
      	Party
      B:  Bank of China Limited, Shenzhen Buji Subbranch	 	 	 	 
	 	 	 	 	 
	
              /s/
      Jiang Guo Liang

            	 	 	(Official Seal)	 
	
              Jiang
      Guo Liang

            	 	 	
               

            	 
	
              24
      November 2009

            	 	 	
               

            	 


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
7: For Opening of Domestic L/C

     

    1. Where
there is any difference between the Attachment and the Agreement, the Attachment
shall be applied.

     

    2.
Preconditions agreed in the Agreement shall be met in case Party A applies to
Party B for opening domestic L/C.

     

    3. Party
A undertakes the following responsibilities irrevocably:

     

    (1) Party
A is willing to comply with Rules for the Settlement of Domestic Letter of
Credit and relevant national regulations, agrees that Party B will go through
all issues under the L/C based on the Rules for the Settlement of Domestic
Letter of Credit and relevant national regulations and agrees to bear all
responsibilities thus generated.

     

    (2) Party
A guarantees that all materials provided to Party B for opening the L/C shall be
true, complete and valid, and that the L/C to be opened shall be based upon
actual transaction. Party A agrees to bear all responsibilities for the
provision of any false and/or incomplete and/or invalid materials to Party B
and/or for the lack of actual transaction background for the L/C to be
opened.

     

    (3) Prior
to paying the sum of L/C to Party B by Party A, Party A commits that the title
to the goods shall be attributable to Party B in case the goods under L/C is
subject to actual control of Party A.

     

    (4) Party
A shall bear all effects arising from the unclear or ambiguous application
letter.

    


    4.
Opening and Modification of domestic L/C

     

    (1) In
case Party B accepts Party A’s application for opening domestic L/C, it shall
issue domestic L/C according to Application Letter for Opening Domestic L/C
submitted by Party A, while the detailed content shall be subject to the
domestic L/C issued by Party B.

     

    (2)
Party’s requirement of submitting documents or files such as trade contracts etc
relating to the opening of domestic L/C shall not be interpreted as Party’s
obligation to issue the domestic L/C subject to the said documents or
files.

     

    (3) In
case Party A intends to modify domestic L/C, it shall submit Application Letter
for the Modification of Domestic L/C to Party B. Party A agrees that Party B
will go through the modification issues of domestic L/C in compliance with Rules
for the Settlement of Domestic Letter of Credit and agrees to undertake the
liabilities and responsibilities thus generated. The Application Letter for the
Modification of Domestic L/C shall, upon issuance, be binding upon Party
A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (4) Party
B shall have the independent discretion regarding the modification of domestic
L/C, it shall have the right to reject the modification application letter of
Party A and the right to propose the modification content. In case the
modification of domestic L/C involves sum and period etc which is deemed by
Party B to increase the obligation of the guarantor, Party B shall be entitled
to require Party A to increase deposit, and/or require Party A to obtain the
signature and agreement of the guarantee in the Application Letter for the
Modification of Domestic L/C, or else Party B shall have the right to reject the
modification application of Party A.

     

    (5)
Modification of domestic L/C shall not modify other rights and obligations of
Party A in the Agreement and the Attachment.

     

    (6)
Content relating to domestic L/C in the Application Letter for the Opening of
Domestic Letter of Credit and the Application Letter for the Modification of
Domestic L/C shall be filled in Chinese, and all responsibilities generated due
to the ambiguity caused by the unclear writing or ambiguous wording in
application letter shall be borne by Party A.

     

    (7) Party
A shall pay all expenses (incl. relevant banking fees refused by the beneficiary
of the L/C) arising from the opening and modification of domestic L/C in a
timely manner, the charging method shall be subject to Party B’
rules.

     

    5.
Payment under domestic L/C

     

    (1)
Within the valid period of domestic L/C, Party A shall, upon receiving Party A’
notice about documents received, inform Party B within agreed period in the
notice the method of processing documents; or else it shall deemed that Party A
holds no rejection opinions about the documents and agrees Party B to pay/commit
for payment; in case Party A inform Party B within agreed period in the notice
to receive documents, and Party B agrees with Party A’s document handling
opinions, Party B may pay the sum/commit to pay the sum concerned. Party A shall
deposit payable sum as agreed in Application Letter for Opening Domestic Letter
of Credit.

    In case
Party A informs Party B to receive documents yet Party B disagrees with Party
A’s document handling opinions, Party B shall have the right to determine at its
own discretion whether or not reject the payment solely in light of documents;
where Party A agrees to provide sufficient deposit or other payment guarantee to
Party B, Party B shall have the right to determine whether to release the right
of reject or not according to actual situations or whether to reserve the right
of rejection at its own discretion.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2) In
case Party A deems any discrepancy existed in documents and request to reject
the payment/ commitment of payment within agreed period in notice, it shall list
discrepancies all at once and shall submit the Cause for Rejection of Demand in
duplicate stamped with Party A’s reserved seal. Party B shall have the right to
deem discrepancies listed in the Cause for Rejection of Demand as all
discrepancies proposed by Party A regarding documents. Party B may reject the
payment in case it agrees with Party A for discrepancies proposed, while Party B
shall have the right to determine the payment/commitment of payment in case it
deems, according to review subject to practices, the discrepancies listed by
Party A can not hold water, or the discrepancies listed are immaterial
discrepancies which can not lead to reject of payment, subsequent to which Party
B may pay the sum by the payable sum deposited by Party A, all obligations and
responsibilities arisen thereby shall be undertaken by Party A.

     

    (3) In
case the payable sum deposited by Party A hereunder is sufficient and thereby
Party B advances for Party A the sum payable, it shall constitute, upon the
payment of the sum, Party A’s liability to Party B under the Agreement and the
Attachment.

    


    6.
Supplemental agreement

    In
addition to the content agreed in the Agreement, Party A hereby makes the
following supplemental commitment to Party B regarding the business under the
Attachment:

     

    (1) Upon
the issuance of domestic letter of credit, Party A shall immediately inform
Party B in written form in case of any modification made to trade contracts
which relates to the domestic letter of credit;

     

    (2) With
respect to delayed payment confirmed by Party B, Party A shall not request Party
B to suspend the payment for any cause and shall waive the right, as required by
laws, regulations and rules, to apply to the people’s court for freezing the sum
under domestic letter of credit or the right to appeal to the people’s court for
suspending the sum under domestic letter of credit;

     

    (3) The
risk of missing, delaying, omitting or damaging correspondence or documents
under domestic letter of credit in mail delivery, telecommunication delivery or
other delivery and the risk of using third party service by Party B shall be
borne by Party A.

     

    7. Any
other issues under the Attachment shall be subject to the agreement in the
Application Letter for Opening Domestic Letter of Credit and Application Letter
for Modification of Domestic Letter of Credit.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
9: Buyer Bill Advance of Domestic L/C

     

    1. Where
there is any difference between the Attachment and the Agreement, the Attachment
shall be applied.

     

    2. Buyer
bill advance refers to that Party B will, upon receiving documents from
negotiation bank or remitting bank, will grant Party A short-term finance with
Party A’s requirement to pay the sum subject to the documents.

     

    3.
Preconditions of bill advance:

     

    (1) The
preconditions agreed in the Agreement shall be met for Party A’s application of
buyer bill advance with Party B.

     

    (2) The
letter of credit shall indicate the Rules for Settlement of Domestic Letter of
Credit issued by the People’s Republic of China or the updated version thereof
with the form and content reviewed and approved by Party B.

     

    4. Party
B’s application for bill advance

     

    Party A
shall submit the Application for Bill Advance under Domestic Letter of Credit
for each application of bill advance business (“transaction”).

    Every
transaction hereunder shall be interdependent, which shall be in compliance with
the Attachment, relevant Letter of Credit and Party A’s
application.

     

    5.
Payment

     

    Upon
meeting preconditions for bill advance, Party B will accept Party A’s
application for buyer bill advance, while Party B shall, subject to the sum
agreed in Application for Bill Advance under Domestic Letter of Credit
acceptable by it, pay the sum under L/C on behalf of Party A.

    Relevant
issues including period of bill advance etc shall be subject to the Application
for Bill Advance under Domestic Letter of Credit aforementioned.

     

    6. Party
A acknowledges hereby that:

     

    (1) Party
B shall be entitled to dispose of the complete set of documents/goods under
buyer bill advance or any other security interest or interest in property
attributable to it by any applicable laws and regulations. In case the right of
disposing of the complete set of documents/goods under buyer bill advance shall
be attributing to Party A in accordance with applicable laws and regulations or
the judgment of any people's court or arbitration institution with jurisdiction,
Party A agrees that within the largest extent as permitted by applicable laws
and regulations it will transfer the right to Party B and acknowledge any
actions and omission of Party A in disposing of the documents/goods. In case the
right of disposing of the complete set of documents/goods under buyer bill
advance shall be attributing to Party B in accordance with applicable laws and
regulations or the judgment of any people's court or arbitration institution
with jurisdiction, Party B will reserve the right until the complete discharge
by Party A of the bill advance financing surrendered by Party B.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2) Party
A, as Party B’s assignee, applies to Party B for holding documents/goods and
repay the bill advance financing by Party B through sales proceeds, which
include but not limited to, on behalf of Party B, keeping relevant documents,
going through the warehousing, storage, transport, processing, sales and
insurance etc of the goods under the documents, keep the sales proceeds or
deposit the sales proceeds in the account designated by Party B. Party A shall
indicate the status hereunder when selling goods to third party.

     

    (3) All
expenses (including but not limited to insurance, warehousing, storage, port fee
etc) arising from goods under Party A’s custody shall be borne by Party A; Party
A commits to insure the goods against all possible risks a the market value of
the goods, list Party B as the insured in the original insurance certificate and
present original insurance certificate to Party B for safekeeping. Party B shall
have the right to claim against insurance company in case of losses to insured
goods.

     

    (4)
Without Party B’s permission, Party A shall not dispose of the goods through
delayed payment, payment in non-monetary manner or at the price lower than
market price. Party A shall not pledge or mortgage the goods to any party or set
the goods bound by any lien. Upon Party B’s demand, Party A shall submit to
Party B the details of the account of the goods, any sales revenue or any sales
contract relating to the goods; Party B shall be entitled to inspect the actual
condition of the goods in warehouse or occupy the goods again.

     

    7.
Supplemental commitment

     

    In
addition to the content agreed in the Agreement, Party A shall make the
following supplemental commitment to Party B regarding the business under the
Attachment:

    Party A
commits that the sales proceeds under the domestic letter of credit shall be
used for the repayment of the financing for Party A surrendered by Party
A.

    8. Any
other detailed issues relating to the business under the Attachment shall be
subject to the agreement contained in the Application for the Buyer Bill Advance
under Domestic L/C.