Unassociated Document


    

      Exhibit
10.43

      [English
translation for reference only]

      


      Factoring Contract for Domestic Trade
Agreement with Shishi Branch of Industrial and 

      Commercial Bank of China (No.:
2009 (Shishi) No. 0532) for
RMB10 million

      


      Serial
No.: 2009 (Shishi) No.
0532

      


      (Recourse/Non-recourse)

      


      Stamp: Shishi Branch of Industrial and
Commercial Bank of China Limited

      This
copy is proved to be the copy of the original

      


      Special
reminder: This Contract is made and entered into by and between the two
parties on legal consultation, equality and willingness. The terms and articles
represent the true expression of the intention of the two parties. To protect
the legal rights of Party B, Party A reminds Party B to pay full attention to
the clauses regarding the rights and obligations of each party, especially those
in capital letters.

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      Party A:
Shishi Branch of
Industrial and Commercial Bank of China
Limited     

       

      Residence
(address): ICBC Tower,
Baqi Road,
Shishi                                             

       

      Person in
charge: Wencong
Zhuang                                                            

       

      Party B:
Guanke (Fujian)
Electron Technological Industry Co.
Ltd.                         

       

      Residence
(address): Xiaban
Industrial Zone, Shuanggou, Meiling Street, Jinjiang

       

      Legal
Representative: Tin
Man
Or                                                                                    

       

      WHEREAS,
as a seller, Party B uses the accounts receivable occurring between Party B and
its customers to apply to Party A for domestic trade recourse
(recourse/non-recourse) factoring service. To specify the
responsibilities and comply with credit, Party A and Party B enter into this
Contract based on equal consultation and agreement in accordance with the
Contract Law of the People’s Republic of China and related laws and
regulations.

       

      Article
I  Terminology and Definitions

       

      Unless
otherwise specified, the definitions for terms used in this Contract shall be as
follows:

       

      
        	
                1.1

              	
                Recourse
      factoring: Party B transfers the accounts receivable incurred from selling
      commodity, providing service to the customers or from other reasons to
      Party A, and Party A provides accounts receivable financing and related
      general financing services to Party B. If the customer fails to make full
      payment for the accounts receivable within the specified deadline, Party A
      shall have the right to reclaim the unsatisfied financing amount from
      Party B in accordance with the specifications in this
      Contract;

              


      

       

      
        	
                1.2

              	
                Non-recourse
      factoring: Party B transfers the accounts receivable incurred from selling
      commodity, providing service to the customers or from other reasons to
      Party A, and Party A provides accounts receivable financing and related
      general financing services to Party B. If the customer fails to make full
      payment for the accounts receivable within the specified deadline due to
      financial or credit reasons, Party A shall not have the right to reclaim
      the unsatisfied financing amount from Party
B;

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      
        	
                1.3

              	
                Purchase
      or service contract: Contracts entered into by Party B and the customers,
      concerning the accounts receivable under this
  Contract;

              


      

       

      
        	
                1.4

              	
                Accounts
      receivable: The only, specific, designated and exclusive dispute-free
      lawful creditors’ rights against the customer that Party B transfers to
      Party A, as incurred based on the true and lawful trading and
      debtor-creditor relationship between Party B and the
    customer;

              


      

       

      
        	
                1.5

              	
                Actual
      invoice amount of accounts receivable: The balance after the payment
      collected by Party B has been deducted from the invoice
      amount;

              


      

       

      
        	
                1.6

              	
                Factoring
      financed amount: The financed amount for accounts receivable provided by
      Party A to Party B under this
Contract;

              


      

       

      
        	
                1.7

              	
                Interest
      settlement date: For interests only in one payment, the interest
      settlement date is the day on which the financing amount is granted; for
      interest payment on a monthly basis, the settlement date shall be the
      20th
      day of each month; for interest payment on a quarterly basis, the
      settlement date shall be the 20th
      day of the last month in each
quarter;

              


      

       

      
        	
                1.8

              	
                Factoring
      balance: The residual fund after deducting the financing principal,
      financing interests, overdue penalty and related costs from the actual
      accounts receivable collected by Party
A;

              


      

       

      
        	
                1.9

              	
                Factoring
      account: The designated account that Party B opens under the Contract with
      Party A for the purposes of collecting accounts receivable, deducting
      factoring financing principal and interests and payment of factoring
      balance; the only eligible account for collecting the accounts receivable
      under this Contract;

              


      

       

      
        	
                1.10

              	
                Factoring
      fee: The fee that Party A have the right to charge Party B for providing
      Party B with financing and other services under the specifications of this
      Contract.

              


      

       

      Article
II Statement and Promises by Party B

       

      
        	
                2.1

              	
                As
      a legal entity (or an affiliate legally authorized by an legal entity)
      incorporated in accordance with laws, Party B has valid business license,
      owns its assets pursuant to the law, and lawfully carry out business
      operations.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
                2.2

              	
                Party
      B is capable to perform the rights and obligations under the
      Contract.

              


      

       

      
        	
                2.3

              	
                The
      signing and execution of this Contract will not violate or contradict with
      the laws and administrative regulations that Party B shall comply with;
      executing this Contract will not result in violation by Party B of other
      contracts that Party B shall comply with, the documents that certify the
      approval to its incorporation and articles of
  association.

              


      

       

      
        	
                2.4

              	
                All
      the data that Party B provided to Party A are true, correct and complete,
      without any concealing, and there is no material debt or contingent debt
      that should be disclosed to Party
A.

              


      

       

      
        	
                2.5

              	
                The
      purchase or service contracts and the corresponding debtor-creditor
      relationships on which the accounts receivable that Party B transfers to
      Party A depends shall be true, lawful, valid and
    dispute-free.

              


      

       

      
        	
                2.6

              	
                There
      shall be no clauses that restrict the transfer of accounts receivable in
      the purchase or service contracts between Party B and the
      customer.

              


      

       

      
        	
                2.7

              	
                The
      accounts receivable that Party B transfers to Party A shall have a clear
      ownership and shall not have any defects; Party B shall have not
      transferred the accounts receivable to any third party, and have not
      assigned any pledge and other priority claim for any third party upon the
      accounts receivable.

              


      

       

      
        	
                2.8

              	
                At
      the time the Contract takes effect, there shall be no litigation,
      arbitration or other potential material dispute that is raised against
      Party B or pending and may result in any substantial adverse effects on
      Party B.

              


      

       

      
        	
                2.9

              	
                The
      updated financial statements provided to Party A shall be prepared in
      compliance with applicable Chinese law, regulations and accounting
      standards and completely, truly and fairly reflect the financial situation
      and performance of Party B at the end the related financial period. After
      the date of the financial statements thereof, there shall be no material
      change in the business or financial situation of Party
  B.

              


      

       

      
        	
                2.10

              	
                The
      factoring account with account No. 1408019819007059357
      that Party B opens with Party A (the same as below) shall be used for
      receiving the corresponding accounts receivable and deducting the
      factoring financing principal and interest, and without the agreement from
      Party A, Party B shall not voluntarily draw any amount on the account and
      shall not give any order to draw any amount on the account. The account
      shall not be used as internet banking
account.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      
        	
                2.11

              	
                Party
      B authorizes Party A to perform regular management and monitoring on the
      factoring account, including but not limited to check and record the fund
      income and expenditure on the account, and shall support Party A to check
      every income on the account.

              


      

       

      
        	
                2.12

              	
                Party
      A shall have the right to directly deduct the corresponding financing
      principal, interest and related costs
if:

              


      

       

      
        	
              	
                (1)

              	
                Party
      B fails to fully pay the due interests on the interest settlement date set
      forth in the Contract;

              


      

       

      
        	
              	
                (2)

              	
                Party
      B fails to fully pay the due principal on the financed fund settlement
      date (including the acceleration of maturity declared by Party
      A);

              


      

       

      
        	
              	
                (3)

              	
                The
      accounts receivable corresponding to the financing is collected
      early.

              


      

       

      
        	
                2.13

              	
                If
      the amount on the factoring account cannot fully fund the principal and
      interests corresponding to the factoring financing on the financing fund
      settlement date, Party A shall have the right to deduct the corresponding
      amount on any account that Party B opens with Party A or any other branch
      of Industrial and Commercial Bank of China Limited for collection of total
      financing fund principal and interests and other due costs. This
      specification does not apply to non-recourse factoring with the exception
      that Party A notifies Party B to purchase back the accounts receivable
      according to specifications set forth in 6.3 of the
    Contract.

              


      

       

      
        	
                2.14

              	
                The
      purpose of the financing under the Contract is for Working
      Capital. Party B shall not use the financed funds for other
      purposes without written consent from Party
A.

              


      

       

      Article
III    Amount and Period of Factoring Financing

       

      
        	
                3.1

              	
                Party
      B transfers the creditor’s rights for the accounts receivable and related
      rights to Party A; after the audit and confirmation, Party A shall grant
      Party B a financing fund totaling RMB 10,000,000.00
      (TEN MILLION
      YUAN ONLY) (when the amount in numbers is inconsistent with the
      amount in words, the amount in words prevails) based on the sum of the
      amounts of factoring financing fund (see Appendix for Accounts Receivable Transfer
      List, and the same for below) corresponding to each accounts
      receivable invoice under the
Contract;

              


      

       

      
        	
                3.2

              	
                The
      period for each factoring financing fund granted by Party A to Party B
      corresponding to each accounts receivable invoice shall start on the day
      the fund is granted and end on the date of the repayment of the fund as
      agreed by Party A and Party B; for details, see the Accounts Receivable Transfer
      List.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                3.3

              	
                The
      actual fund granting date and repayment date shall subject to the records
      in promissory note. The promissory note is a component of the Contract,
      and has the same legal effects as the Contract. If the specifications for
      factoring financing fund amount, time of repayment, etc. recorded in the
      Accounts Receivable
      Transfer List differ with those in the promissory note, the
      promissory note shall prevail.

              


      

       

      Article
IV    Interest Rates, Interests and Costs of Factoring
Financing

       

      
        	
                4.1

              	
                For
      the interest rates of the factoring financing under the Contract, see
      Accounts Receivable
      Transfer List.

              


      

       

      
        	
                4.2

              	
                The
      interest rates of the factoring financing shall be determined according to
      (1)
      :

              


      

       

      
        	
              	
                (1)

              	
                The
      three-month Shibor, which is issued on the working day prior to the
      factoring financing fund granting day, plus 140 base points
      (BP) (annual interest rate of 3.2114% or
      monthly interest rate of ‰).

              


      

       

      
        	
              	
                (2)

              	
                For
      interest rates determined based on the base interest rate plus a floating
      element on the factoring financing fund granting day, wherein the base
      interest rate shall be the RMB loan interest rate issued by People’s Bank
      of China for the period and level corresponding to those of the time limit
      for the financing fund as set forth in 3.2 of the Contract, and the
      floating element shall be of   / %
      (up/down/zero).

              


      

       

      
        	
                4.3

              	
                If
      the financing fund interest rate is determined based on the method set
      forth in 4.2 (2), the following method ( / ) shall be
      used to respond to any base interest rate adjustment occurred after the
      granting of the financing fund:

              


      

       

      
        	
              	
                (1)

              	
                The
      interest rate shall be adjusted for each period, and the period shall be
      on the basis of   /   (1/3/6/12)
      month(s). The interest rate for the first period shall be determined based
      on the interest rate of the date on which the financing fund is granted,
      and the interest rate for the second period shall be determined based on
      the interest rate of the date corresponding to the end of the first period
      after the granting of financing fund; other periods shall be determined by
      the above method. If there is no date in the month in which the adjustment
      is carried out corresponding to the financing fund granting date, the last
      day of the month shall be used as the corresponding date. On each interest
      rate determining date, the financing fund rate shall be adjusted based on
      the base interest rate valid for the day and the floating element as set
      forth above, and the interest shall be determined based on the periods
      separated by adjustment.

              


      

       

      
        	
              	
                (2)

              	
                The
      interest rate shall be adjusted on each June 21 and December 21 after the
      financing fund granting date and on the basis of the base interest rate
      valid for the day and the floating element as set forth
    above.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      
        	
              	
                (3)

              	
                The
      interest rate of the financing fund shall be undergone no adjustment for
      the whole contract period.

              


      

       

      
        	
              	
                (4)

              	
                Others:                                                                                                                     

              


      

       

      
        	
                4.4

              	
                If
      Party B fails to make the repayment as specified in the Contract when the
      time for the financing fund is expired, the above interest rate
      determining method shall still apply to the overdue part of the financing
      fund.

              


      

       

      
        	
                4.5

              	
                In
      the event that the People’s Bank of China adjusts the loan interest rate
      determining method, the related rules set by the People’s Bank of China
      shall be followed.

              


      

       

      
        	
                4.6

              	
                The
      settlement of interests for the financing fund under the Contract shall
      use the method (1) as
      follows:

              


      

       

      
        	
              	
                (1)

              	
                The
      interests are settled once for all upon the granting of the financing
      fund;

              


      

       

      
        	
              	
                (2)

              	
                After
      granting the financing fund, interest rate shall be on a daily basis
      (daily interest rate = annual interest rate/360) and interests shall be
      settled on a monthly
      (monthly/quarterly) basis. When the time for the financing fund expires,
      the interests shall be all settled with the principal; for details, see
      Accounts Receivable
      Transfer List. The monthly interest settlement shall be on the
      20th
      day of each month; the quarterly interest settlement shall be on the
      20th
      day of the last month (i.e. March, June, September, and December) of each
      quarter.

              


      

       

      
        	
                4.7

              	
                For
      the settlement of interest based on the method set forth in 4.6 (1), Party
      A shall deduct the fund’s interest upon granting the financing fund; for
      the settlement of interest based on the method set forth in 4.6 (2), Party
      B shall deposit the due interest into the factoring account prior to the
      date on which the interest rate is settled, and Party A shall directly
      collect the interest by deduction on the account. Upon the expiring date
      for the financing fund under the Contract, the unsettled interests shall
      be paid off with the principal.

              


      

       

      Article
V      Collection of Accounts
Receivable

       

      
        	
                5.1

              	
                The
      accounts receivable under the Contract shall be collected with the
      following method (2); for
      details see Accounts
      Receivable Transfer List:

              


      

       

      
        	
              	
                (1)

              	
                Party
      A shall be fully responsible for the management and
      collection;

              


      

       

      
        	
              	
                (2)

              	
                Party
      B shall urge the customer for collection, prompting the customer to
      deposit the accounts receivable into the factoring
  account.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        	
                5.2

              	
                After
      receiving the full amount of the payments from the customer, Party A shall
      check the received accounts receivable with each corresponding financing
      fund; if the amount is correct, the financing fund which corresponds to
      the accounts receivable shall be cancelled off from the Accounts Receivable Transfer
      List. Party A shall make prompt payment of any excessive factoring
      amount to Party B.

              


      

       

      Article
VI Conditions, Manner and Steps for Buy-back of Accounts Receivable

       

      
        	
                6.1

              	
                If
      Party B's false representation or guarantee has adverse effects on the
      payment of accounts receivable under this Contract, Party B shall conduct
      buy-back as Party A notices.

              


      

       

      
        	
                6.2

              	
                In
      addition to conditions in Paragraph 6.1, Party B shall also conduct
      buy-back as Party A notices for recourse factoring business engaged in the
      following conditions:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Due
      to goods loss or any other reasons, the Buyer raises objections to the
      payment of accounts receivable under this Contract, thus rejecting to pay
      all or part of accounts receivable;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                On
      the due date of factoring financing, Party A does not receive payment from
      the Buyer, or payment from the Buyer is not enough to cover financing
      principal, interest, default interest and relevant
  costs;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Due
      accounts receivable financing as announced by Party A when there is a
      breach as agreed in Article IX of this
      Contract.

              


      

       

      
        	
                6.3

              	
                In
      addition to conditions in Paragraph 6.1, Party B shall also conduct
      buy-back as Party A notices for non-recourse factoring business engaged in
      the following conditions:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Due
      to goods loss or any reasons other than finance or credit, the Buyer
      raises objections to the payment of accounts receivable under this
      Contract, thus rejecting to pay all or part of accounts
      receivable;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Due
      to trade disputes (including but not limited to, disputes related to
      quality, technique and service), debt disputes and debt recourse between
      Party B and the Buyer or between Party B and other debtors, the Buyer
      fails to pay the accounts receivable to Party A within the period under
      the purchase-and-sale or service
contract;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                After
      the signing of this Contract, Party A finds that the accounts receivable
      for nonrecourse factoring do not meet conditions agreed under this
      Contract.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        	
                6.4

              	
                Party
      B shall, within 3 days after receiving the written notice from Party A
      requesting buy-back of the accounts receivable, buy back the remain
      accounts receivable as required in the notice; if Party B buys back all of
      the accounts receivable, Party A and Party B shall sign written documents
      for the confirmation of buy-back of the accounts receivable, and this
      Contract shall terminate when the money has been credited into
      account.

              


      

       

      Article
VII    Party B's Rights and Obligations

       

      
        	
                7.1

              	
                Party
      B shall have the following rights and obligations under this
      Contract:

              


      

       

      
        	
              	
                (1)

              	
                Party
      B shall have the right to require Party A to provide financing under this
      Contract;

              


      

       

      
        	
              	
                (2)

              	
                Party
      B shall pay fees of factoring business, interest of factoring financing,
      overdue default interest and relevant costs under this Contract, and shall
      fulfill the buy-back obligation under this
  Contract;

              


      

       

      
        	
              	
                (3)

              	
                Party
      B shall agree with the Buyer upon the way (remittance, for example) in
      which the Buyer will have the received payment of the accounts receivable
      directly sent to the factoring account; when bills are used as the
      settlement method through which the received payment of the accounts
      receivable can not be directly sent to the factoring account, Party B
      shall guarantee to send the received payment to the factoring account in
      time;

              


      

       

      
        	
              	
                (4)

              	
                Party
      B shall fully cooperate when Party A makes a survey about Party B's
      production, business and finance conditions, and shall provide accounting
      and financial statements and other data in time as Party A
      requires;

              


      

       

      
        	
              	
                (5)

              	
                Party
      B shall provide the necessary assistance when Party A takes payment
      collection measures or proceedings upon the
  Buyer;

              


      

       

      
        	
              	
                (6)

              	
                Party
      B shall provide satisfactory warrants for the fulfillment of its
      obligations under this Contract as Party A requires. If the warrant Party
      B provides is the maximum warrant, the name and code of the Maximum
      Security Contract are                                          (Code:                                      ).

              


      

       

      
        	
              	
                (7)

              	
                Party
      B shall notify Party A and provide related information within 5 days after
      the occurrence of the following
events:

              


      

       

      
        
          	
                	
                  l

                	
                  Any
      breach events;

                


        

      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      
        
          	
                	
                  l

                	
                  Anticipated
      breach events or any events that may cause damages to Party A's rights
      under this Contract;

                


        

      

       

      
        
          	
                	
                  l

                	
                  Litigation,
      arbitration or claims of any form related to an amount over RMB or
      other currencies of equivalent value, requested by any
      debtees;

                


        

      

       

      
        
          	
                	
                  l

                	
                  Changes
      of enterprise name, residence, registered capital, business scope and type
      of company, revision of company's policies, joint-stock reformation,
      contracting, leasing, merger, separation, joint venture or cooperation
      with foreign investors, significant financial changes or equity changes
      and other important events;

                


        

      

       

      
        	
              	
                (8)

              	
                If
      the Buyer or any third party provides a warrant of any form for Party B's
      accounts receivable, Party B shall transfer the transferrable part to
      Party A, and for the non-transferrable part, shall assist Party A in
      recourse when Party A requires;

              


      

       

      
        	
              	
                (9)

              	
                Except
      for the accounts receivable and related rights transferred to Party A,
      Party B shall continue fulfilling other obligations under the
      purchase-and-sale or service
contract;

              


      

       

      
        	
              	
                (10)

              	
                After
      this Contract comes into effect, Party B shall neither sign any agreement
      or document that may harm Party A's benefits under this Contract, nor
      conduct any actions that may harm Party A's
  benefits.

              


      

       

      
        	
                7.2

              	
                In
      addition to provisions in Paragraph 7.1, Party B shall be responsible for
      the final payment of funds under the recourse factoring business; even if
      the accounts receivable can not be collected in due time and full amount
      for any reasons, Party A can still exercise and achieve recourse right
      from Party B.

              


      

       

      Article
VIII     Party A's Rights and Obligations

       

      
        	
                8.1

              	
                Party
      A shall have the following rights and obligations under this
      Contract:

              


      

       

      
        
          	
                	
                  (1)

                	
                  From
      the date this Contract becomes effect, the claims of the accounts
      receivable are transferred to Party A, and Party A shall enjoy all the
      rights related to the accounts
receivable;

                


        

      

       

      
        
          	
                	
                  (2)

                	
                  In
      the event that Party B does not conduct buy-back obligation, Party A shall
      have the right to conduct compensation and recourse, namely to directly
      reduce the due bought-back accounts from an account Party B has set in
      Party A or in other ICBC branches, or conduct recourse on the due
      payment;

                


        

      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (3)

              	
                Party
      A shall have the right to obtain the original invoices of the accounts
      receivable Party B keeps under this Contract, and to keep them till the
      fund principal and its interest under this Contract are fully paid back;
      after the fund principal and its interest under this Contract are fully
      paid back, Party A shall return the original invoices of the accounts
      receivable to Party B;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Party
      A shall provide fund and other service to Party B under this
      Contract;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Party
      A shall keep confidential all information Party B provides related to
      debt, finance, production and business, unless otherwise specified under
      this Contract or by laws;

              


      

       

      
        	
                8.2

              	
                In
      addition to 8.1, under the recourse factoring business, Party A shall have
      the following rights:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Before
      the factoring fund principal and its interest are fully paid back, and if
      Party B does not pay back the fund and relevant costs to Party A under
      this Contract, Party A has the right to reduce the fund, factoring fees,
      fund interest, overdue default interest and relevant costs directly from
      the factoring account;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Party
      A has the right to know, inspect and supervise the plan conducting and
      financial conditions of Party B's production and business
      management;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                On
      the financing due date, if the payment received by Party A is not enough
      to cover financing principal, interest, default interest and relevant
      costs, Party A has the right to decide by itself whether to conduct
      recourse from the Buyer; Party A's decision to conduct recourse from the
      Buyer shall not affect Party B's buy-back obligation; however, if Party A
      has got part or all of the goods payment from the Buyer, Party B's
      buy-back amount shall be reduced accordingly; Party A shall pay factoring
      balance (if any) to Party B in
time.

              


      

       

      
        	
                8.3

              	
                In
      addition to 8.1, Party A shall also enjoy the following rights under the
      non-recourse factoring business:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                When
      the Buyer fails to pay the accounts receivable in due time continuously
      for over twice (included), Party A has the right to stop the factoring
      business for the accounts receivable due from the Buyer to Party B under
      this Contract.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                                                                                          

              


      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      Article
IX Breach and Responsibilities

       

      
        	
                9.1

              	
                General
      rule: Should either Party break any provision under this Contract, it will
      be regarded as a breach of the Contract, and the Party in breach shall
      bear its responsibilities for breach according to laws or this
      Contract.

              


      

       

      
        	
                9.2

              	
                Under
      any of the following conditions, Party B shall be in
    breach:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                Party
      B fails to fulfill its obligations under this Contract or break its
      statement, warranty or promise made under this
  Contract;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Cross
      breach events, including any of the following
  situations;

              


      

       

      
        	
                 
      

              	
                l

              	
                Party
      B has any other debt over                   Yuan
      which need be paid and is announced as receivable before the specified due
      date;

              


      

       

      
        	
                 
      

              	
                l

              	
                Party
      B has any other debt which can not be paid on the specified due
      date;

              


      

       

      
        	
                 
      

              	
                l

              	
                Any
      other debtee obtain the ownership of all or part of Party B's business or
      assets, or any decisions or judgments about Party B's any assets are
      subject to enforcement, thus substantially harming Party B's ability to
      fulfill the obligations under this
Contract;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                Anticipated
      breach events, include any of the following
  situations:

              


      

       

      
        	
                 
      

              	
                l

              	
                Party
      B stops or possibly stops running its business or any key part of its
      business, or Party B disposes all or part of its business or assets, thus
      substantially harming Party B's ability to fulfill the obligations under
      this Contract;

              


      

       

      
        	
                 
      

              	
                l

              	
                Party
      B has material adverse changes in its production, business or financial
      conditions, or in its ability to fulfill the obligations under this
      Contract;

              


      

       

      
        	
                 
      

              	
                l

              	
                Party
      B causes responsible accidents due to the violation to relevant laws and
      regulations about food security, safe production, environment protection,
      etc., supervision regulations or industrial standards, thus substantially
      harming Party B's ability to fulfill the obligations under this
      Contract;

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                l

              	
                Party
      B is involved or probably involved in great economic disputes, or has its
      assets seized or enforced, thus substantially harming Party B's ability to
      fulfill the obligations under this
Contract;

              


      

       

      
        	
                 
      

              	
                l

              	
                Warrant
      under this Contract suffers from changes against Party A, and Party B does
      not provide other warrant as Party A
requires;

              


      

       

      
        	
                 
      

              	
                l

              	
                Party
      B will or possibly will substantially harm its ability to fulfill the
      obligations under this Contract or substantially harm Party A's rights
      under the following conditions: Party B or its related party is subject to
      legal investigation or penalties by judicial departments or administrative
      law-executing departments (such as taxation, industrial and commercial
      bureau) or administrative management departments; the
      controlling/controlled relationship between Party B and its related party
      changes; Party B's related party is involved or probably involved in great
      economic disputes, proceedings or arbitration; Party B's major investors
      or key managers are changed unusually, under legal investigation or
      confined for being suspects of criminal actions by judicial departments;
      Party B's related party suffers from other events that may have adverse
      effects on Party B.

              


      

       

      
        	
                 
      

              	
                l

              	
                Party
      B transacts factoring business with notes and accounts receivable without
      real trade support through false contracts between Party B and its related
      party, to cheat Party A out of fund or credit extension, or Party B evades
      Party A's credit rights intentionally through related
    trades;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                In
      addition to conditions in 9.2 (3), anticipated breach events under
      recourse factoring business, also include any of the following
      situations:

              


      

       

      
        	
                 
      

              	
                l

              	
                Party
      B or the Buyer has such bad actions as overdue, advances and evasion of
      interest upon credit business with Party
A;

              


      

       

      
        	
                 
      

              	
                l

              	
                The
      bad debt rate of the accounts receivable due from the Buyer to Party B is
      increased in two continuous months;

              


      

       

      
        	
                 
      

              	
                l

              	
                The
      unpaid accounts receivable due from the Buyer to Party B accounts for over
      5% of the remain accounts receivable due from the
  Buyer;

              


      

       

      
        	
                 
      

              	
                l

              	
                Party
      B has failed to buy back the accounts receivable in due time and amount
      continuously for over twice;

              


      

       

      
        	
                 
      

              	
                l

              	
                Any
      other situations that may harm or probably harm Party B's fulfillment of
      the obligations under this
Contract;

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        	
                9.3

              	
                In
      any breach event above, Party A has the right to take one or more of the
      following measures:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                To
      demand Party B to correct the breach actions within a certain
      period;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                To
      stop the factoring business for Party
B;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                To
      announce that the finished factoring business is due instantly, and demand
      Party B to immediately buy back the unpaid accounts
      receivable;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                To
      reduce a certain amount of payment from an account Party B has set in
      Party A or in other ICBC branches, to pay all fund principal, its interest
      and other accounts payable;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                To
      ask Party B to add a legal, effective and moderate warrant acceptable for
      Party A;

              


      

       

      
        	
                 
      

              	
                (6)

              	
                To
      ask for the repayment of the accounts receivable directly from the Buyer
      in due date;

              


      

       

      
        	
                 
      

              	
                (7)

              	
                Other
      necessary measures as is ruled by relevant laws and regulations, this
      Contract or Party A's request;

              


      

       

      
        	
                9.4

              	
                If
      Party B fails to pay back the fund principal and its interest (including
      those announced in advance due) under this Contract for recourse factoring
      business, or if Party B fails to buy back the accounts receivable under
      this Contract for nonrecourse factoring business, Party A has the right to
      ask for default interest at the rate adding 30% (30%-50%)
      to the original fund interest rate from the overdue day, and to ask for
      compound interest for the overdue interest at the rate of default interest
      specified in this paragraph.

              


      

       

      
        	
                9.5

              	
                If
      Party B uses the fund for the purpose other than that under this Contract,
      Party A has the right to ask for default interest at the rate adding 50% (50%-100%)
      to the original fund interest rate from the diverting day, and to ask for
      compound interest for the overdue interest during the fund diverting day
      at the rate of default interest specified in this
    paragraph.

              


      

       

      
        	
                9.6

              	
                In
      order to realize the credit rights under this Contract, Party A has the
      right to reduce proper accounts for payment from a domestic/foreign
      currency account Party B has set in Party A or in other ICBC branches. If
      the reduced accounts are in currency different from that of this Contract,
      follow the exchange rate applied by Party A on the day of reduction for
      conversion. Party B shall pay the interest and other costs incurred as
      well as the imbalance resulting from exchange rate changes during the
      period from the day of reduction to day of payment (the day when Party A
      converts the reduced payment into the currency of this Contract according
      to the national foreign exchange management policies and really pays off
      Party B's debts).

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      


      Article
X  Miscellaneous

       

      
        	
                10.1

              	
                Party
      A shall record the capitals, interests, costs and any other funds that
      should be paid by Party B under this contract and the payment collection
      from buyer in Party A’s internal financial books; the above-mentioned
      record and the receipts and documents being raised and kept during the
      business process between Party A and Party B constitute the valid
      evidences with respect to the performance under this contract between
      Party A and Party B.

              


      

       

      
        	
                10.2

              	
                Without
      the prior written consent of Party A, Party B should not transfer any
      right and obligation under this contract to any third
    Party.

              


      

       

      
        	
                10.3

              	
                Party
      A can transfer the entire or a portion of rights under this contract to a
      third Party.

              


      

       

      
        	
                10.4

              	
                Party
      A’s failure or delay performance of any right or decision-making power
      under this contract shall not be deemed as a waiver of such right or
      decision-making power; any single or partial performance of the
      above-mentioned right or decision-making power shall not hinder Party A’s
      further performance of this right or decision-making power. Any right and
      relief measure agreed in this contract is accumulated with no exception of
      any other rights and relief measures provided for by
  law.

              


      

       

      
        	
                10.5

              	
                Party
      A is entitled to provide relevant information of this contract and other
      relevant information of Party B to the Credit Reference Center of the
      People’s Bank of China and other credit information databases set up by
      law according to requirements of relevant laws and regulations or
      financial regulators, for properly qualified organizations and individual
      to inquire and use. For the formation and fulfillment of this contract,
      Party A also has the right to inquire relevant information of Party B
      through the Credit Reference Center of the People’s Bank of China and
      other credit information database set up by
law.

              


      

       

      
        	
                10.6

              	
                Party
      A shall notify the matters about the transfer of creditor’s rights of
      account receivable to buyer in writing, and Party A can directly submit
      the written notice to buyer without consent of Party
  B.

              


      

      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      Article
XI     Dispute Resolution

       

      
        	
                11.1

              	
                Formation,
      validity, explanation, performance and dispute resolution of this contract
      apply to laws of the People’s Republic of China. During performance of
      this contract, with respect to all the disputes and controversies arising
      from or relevant to this contract, both Parties involved should resolve
      the disputes by negotiation at first; if the negotiation fails, resolve
      the disputes and controversies according to the following method (2):

              


      

       

      
        	
              	
                (1)

              	
                Submit
      disputes to   /   arbitration
      committee, and conduct the arbitration at  /
      (Seat of arbitration) according to the valid arbitration rules when
      arbitration application is submitted. The arbitration award is final and
      binding on both Parties.

              


      

       

      
        	
              	
                (2)

              	
                Resolved
      by lawsuit through the court of Party A’s
area.

              


      

      


      Article
XII   Contract Validation, Change, Dissolution and
Termination

       

      
        	
                12.1

              	
                This
      contract is valid from the date of signature and shall terminate till the
      day Party B fulfills all the obligations under this
    contract.

              


      

       

      
        	
                12.2

              	
                Unless
      otherwise specified in the contract, once become valid, either Party shall
      unilaterally change or terminate this contract; any modification or change
      of this contract is subject to consensus and written agreement between
      Party A and Party B.

              


      

       

      
        	
                12.3

              	
                If
      the entire or parts of provisions are not in accordance with requirements
      of the national laws, regulations and policies due to changes of national
      laws, regulations and policies, Party A and Party B should negotiate
      timely and modify the relevant provisions
soon.

              


      

       

      
        	
                12.4

              	
                Any
      invalid or unenforceable provision of this contract shall not affect the
      effectiveness and enforceability of other provisions, neither the validity
      of the whole contract.

              


      

       

      
        	
                12.5

              	
                Change
      and termination of this contract shall not affect contracting parties’
      rights to require loss compensation. Termination of this contract shall
      not affect the validity of provisions relevant to dispute resolution under
      this contract.

              


      

       

      Article
XIII       Supplementary
Provisions

       

      
        	
                13.1

              	
                Unless
      otherwise specified in the context, under this contract: (1) this contract
      and its appendix, and any change, modification or supplementary documents
      of this contract shall be included as long as this contract is referred
      to; (2) any provision, article and appendix mentioned herein only means
      provisions, articles and appendix under this contract; (3) The contract
      headings herein are provided for convenient reference only, and shall not
      be any explanation to this contract and place restrictions on the contents
      below it.

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      
        	
                13.2

              	
                Any
      appendix, supplement, modification and change which has the same legal
      effect as the contract is an integral part of this
    contract.

              


      

       

      
        	
                13.3

              	
                Words
      mentioned in this contract such as “affiliated parties”, “relationship of
      affiliated parties”, “affiliated parties transactions”, “main individual
      investors” and “key managers” have the same meanings as the same words in
      Accounting Standards for
      Business Enterprises No.36 – Disclosure of Affiliated Parties (Accounting [2006] No.3)
      issued by Ministry of Finance and its modification
      thereafter.

              


      

       

      
        	
                13.4

              	
                Appendix
      under this Contract includes: Account Receivable Transfer
      List.

              


      

       

      
        	
                13.5

              	
                Any
      other issues unmentioned in this Contract shall be negotiated by Party A
      and Party B or executed according to relevant rules of national laws and
      regulations.

              


      

       

      
        	
                13.6

              	
                Originals
      of the Contract which have the same legal effect are in duplicate,
      one for
      Party B, and
      one for Party A.

              


      

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      Party A: (Official
seal)

      

       

      Shishi
Branch of the Industrial and Commercial Bank of China Ltd. (Seal)

      


      Principal (authorized)
representative: (Signature)

       

      

      


      Wencong
Zhuang (Seal and signature)

       

      Party B: (Official
seal)

      

      
Guanke
(Fujian) Electron Technological Industry Co Ltd (Seal)

       

      Principal (authorized)
representative: (Signature)

      


      

       

      Tin Man
Or (Seal and signature)

       

      Date of
signature: December
15, 2009.

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      Appendix
2:

      Accounts
Receivable Transfer List

       

      According
to Party B’s application for factoring business of recourse (repurchase)
[recourse (repurchase)/non-recourse (outright purchase)], after approved
by both Parties, Party B transfers the account receivable debt and other
relevant rights formed with buyer to Party A, and Party A provides Party B with
the factoring financing worthy of RMB 10,000,000.00 Yuan
(RMB TEN
MILLION YUAN ONLY), by mutual consultation, the following agreements are
made with respect to relevant matters of this Account Receivable Assigned List
(hereinafter referred to as list):

       

      I.       This
list, together with Factoring
Contract for Domestic Trade and other appendixes constitute this complete
Contract with binding force on both Parties.

       

      II.      When
applied to this list, the provisions and terms agreed in Factoring Contract for Domestic
Trade by both Parties shall remain to have the same
meanings.

       

      III.     Any
other issues unmentioned in this list shall comply with provisions of Factoring Contract for Domestic
Trade agreed by both Parties.

       

      IV.  When
there are too many account receivable invoices under provisions of this list,
sheets which have the same legal effect as this list after being affixed the
official seals of both Parties can be attached.

       

      V.     
This list is valid from the date of affixture of both Parties’ official seals
and signatures and seals of the legal representatives or authorized
representatives or principals, till the date that Party A recovers all the
financing capitals and interests and relevant costs granted under Factoring Contract for Domestic
Trade.

      


      

       

      Guanke
(Fujian) Electron Technological Industry Co Ltd (Seal)

      Tin Man
Or (Seal and signature)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Accounts
Receivable Transfer List

        


      Unit: RMB Yuan

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	
                                                          No.

                                                        	 	
                                                          Full Name of

                                                          Purchaser 

                                                        	 	
                                                          Accounts Receivable

                                                          Invoice No. 

                                                        	 	
                                                          Accounts

                                                          Receivable

                                                          Invoice

                                                          Actual

                                                          Amount

                                                        	 	 	
                                                          Accounts

                                                          Receivable

                                                          Payment

                                                          Due Date

                                                        	 	 	
                                                          Financed

                                                          Factoring

                                                          Amount

                                                        	 	
                                                          After

                                                          issuing

                                                          Financed 

                                                          Factoring

                                                        	 	
                                                          Maturity of

                                                          Financed

                                                          Factoring

                                                        	 	
                                                          Lending

                                                          Rate

                                                          (%)

                                                        	 	
                                                          Interest

                                                          Settling

                                                          Method

                                                        	 	
                                                          Accounts

                                                          Receivable

                                                          Collection

                                                          Method

                                                        	 	
                                                          Handling

                                                          Fee

                                                          Amount

                                                        	 
	
                                                          1

                                                        	 	
                                                          Fujian
      Shishi Yulong International Trade Co., Ltd.

                                                        	 	
                                                          No.00340440-00340458

                                                        	 	 	13306505.00	 	 	 	20090519	 	 	 	10,000,000	 	
                                                          December
      15, 2009

                                                        	 	
                                                          June
      6, 2010

                                                        	 	 	3.2114	%	
                                                          Per
      month

                                                        	 	
                                                          Collected
      by Party B

                                                        	 	 	30,000.00	 
	
                                                          2

                                                        	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 
      	 	 	 	 	 
      	 	 
      	 	 	 	 
	
                                                          Total
      amount of the financing fund

                                                        	 	 	 	10,000,000	 	
                                                          Total
      handling fee

                                                        	 	 	 	 	 
      	 	 
      	 	 	 	 


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        	
                Note:

              	
                1.Accounts
      Receivable Payment Due Date is the account collection date that was
      contracted under purchase and sales or service contract by the two Parties
      under this list, and the form is XXXX Year XX Month XX Date;

                2.The
      form of Financed Factoring issuing date and due date is XXXX Year XX Month
      XX Date;

                3.Collecting
      of Accounts Receivable is either by Party B or Party A.

                4.Interest
      settlement shall be in a one-off payment, or payment on a daily, monthly
      or quarterly basis.

              


      

      


      
        
          	
                  Party
      A (Official Seal): Shishi Branch of The
      Industrial and Commercial Bank of China Ltd. (Seal)

                	
                  Party
      B (Stamp for Contract or Official Seal): Guanke (Fujian) Electron
      Technological Industry Co., Ltd (Seal)

                
	
                  Legal
      Representative (Signature): Wencong Zhuang (Seal and
      signature)

                	
                  Legal
      Representative (Signature): Tin Man Or (Seal and
      signature)

                
	
                   (Authorized
      Agent)

                	
                   (Or
      Person in Charge)

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        F-1
Exhibits update / Sept 1 2010

      

      
        
          
            

          

           

        

      

      Appendix
1: (Credit
Loan)

       

      This
Appendix is the agreed term of the thirteenth clause
“Other things agreed by both Parties” under Factoring
Contract for Domestic Trade with the contract No. of 2009 (Shishi) No. 0532
signed on Dec
15th 2009:

       

      
        	
                I.

              	
                The
      borrower shall report external guarantee situation to the lender
      regularly, and promise that the information and external guarantee amount
      provided to the lender is full, true and
  accurate.

              


      

       

      
        	
                II.

              	
                The
      borrower shall report every loan purpose to the lender faithfully, and
      promise that the loan borrowed from the lender would not flow to stock
      market and forward market, and it shall be used for equity capital
      investment without breaching any relevant state
  provision.

              


      

       

      
        	
                III.

              	
                In
      event of any cases as below within the credit period, the lender has the
      right to bring forward the due time of loan, stop to issue the unissued
      loan, and ask the borrower to return part or full of the issued loan ahead
      of time, or ask the borrower to provide lawful and effective guarantee
      recognized by the lender:

              


      

       

      
        	
                1.

              	
                The
      borrower set up mortgage (impawn) for others or provide a loan to others
      through his own effective operating asset which result in loaning risk
      increase for the lender without previous written consent of the
      lender

              


      

       

      
        	
                2.

              	
                The
      index of credit rate, profitability, asset-liability ratio and operating
      activities cash flow etc. of the borrower do not meet the conditions of
      credit for borrower, or there is substantial change to his operation,
      production and financial condition, which will have significant negative
      affect to the lender’s loan safety.

              


      

       

      
        	
                IV.

              	
                Others

              


      

       

      1._________________________________________________________________________________________

       

      __________________________________________________________________________________________

       

      2._________________________________________________________________________________________

       

      __________________________________________________________________________________________


      
        
           


        

        
          -1-

          
            

          

        

        
           


        

      

       

      
        F-1
Exhibits update / Sept 1 2010

      

      
        
          
            

          

        

      

       

      3._________________________________________________________________________________________

       

      __________________________________________________________________________________________

       

      
        
          
            	
                    Party A (Official
      Seal):

                  	
                    Party B (Official
      Seal):

                  
	
                    Shishi
      Branch of The Industrial and Commercial Bank of China Ltd.
      (Seal)

                  	
                    Guanke
      (Fujian) Electron Technological Industry Co., Ltd
(Seal)

                  
	 
      	 
      
	
                    Legal Representative (Or
      Authorized Agent):

                  	
                    Legal Representative (or Person
      in Charge)

                  
	
                    Wencong
      Zhuang (Seal and signature)

                  	
                    (Or Authorized
      Agent): 

                  
	 	
                    Tin
      Man Or (Seal and signature) 

                  
	 
      	 
      
	
                    Date:

                  	
                    Date: 15th
      Dec. 2009

                  


          

        

      

       

      
        
           


        

        
          -2-