Comprehensive Credit Line Contract 


 


Reference No. : 2013zhenzhongyinbuexiezi
No.0000132


 


Party A: Springpower Technology (Shenzhen)
Co., Ltd


Business Licences: 440306503295562


Legal Representative: Dangyu Pan


Address: Factory A, Chaoshun Industrial Zone,
Renmin Road, Fumin Residential Area, Guanlan, BaoAn District,


Postal code: 518000


Deposit A/C and financial institutions: Bank
of China, Pinghu Sub-branch, Shenzhen, Telephone: 2802 9923 ; Facsimile: 2802 9923


 


Party B: Bank of China, Buji Sub-branch.


Legal Representative: Yang Yong


Address: 108, Buji Road, Buji Town, Longgang
District, Shenzhen; Postal code: 518112


Telephone: 2827 4825 ; Facsimile: 2827 0847


 


The parties agree as follow.


 


Clause 1 Scope of Business


 


Satisfied by condition precedent defined in
this contract, Party A is allowed to apply for recurring, temporary or one-off credit line from Party B in the form of a short-term
loan, deposit account overdraft, bank acceptance, trade finance, bank guarantee, or other monetary financing or credit authorization
business (“Specific credit line business”).


 


The trade finance business under this contract
is included and limited to: international letter of credit, domestic letter of credit, import bill advance, shipping guarantee,
packing credit, export bill purchase, export bill discount, import bill advance under LC, negotiation credit and other international
and domestic trade finance business.


 


The bank guarantee business under this contract
includes bank guarantee, standby letter of credit and all sorts of bank guarantee business.


 


Clause 2 Types and amount of credit line


 


Party B agrees to offer the following:


 





	Currency
in: 	Renminbi
	Amount: 	Renmibi Twenty millions
	 	RMB  20,000,000.00
	Types:	1. Loans : RMB10,000,000.00
	 	2. Bank Acceptances: RMB10,000,000.00







 






    	 



    	 



    

 


 


Clause 3 Usage of credit lines


 


		1.	Within the credit line period, under the agreed upper limits on each type of credit line, Party A
can use the credit line recurrently. If Party A need to apply for the one-off credit line, a written application is required. And
both parties should agree that Party B has the final say on whether and how the one-off credit line will be granted. Party B will
notify Party A in writing once the decision is made.



		2.	This contract will override all of the credit line contracts previously signed by Party A and Party
B. Upon the effective date of this contract, all the used and unused credit lines prior to this contract will be considered as
used and unused credit lines under this contract



		3.	Unless otherwise agreed, the following business will not occupy the credit line under this contract.



		1)	Export bill purchase business with precisely matched bills, documents and certificates



		2)	Outwards letters of credit, bank guarantee and trade finance business which Party B agreed to act
as confirming bank.



		3)	Any credit line business which guaranteed by Party A by deposits, government bonds, deposit certificates
issued by Party B, bank acceptance, guarantee or standby letters of credit accepted by Party B



		4)	Any other business agreed by both parties.



The above defined businesses, although
they will not occupy the credit limits under this contract, they will still be considered as inseparable parts of the contract.


 


Clause 4 Application of specific credit
line business


 


Written applications or separate contracts
are required from Party A to apply specific credit line.


 


Clause 5 Period


 


The credit line defined in clause 2 under
this contract will be started from the effective date and end on 25th Jan 2014.


 


Upon negotiation, both parties can extend
the contract period by signing supplementary contracts. Party B will continue to provide credit lines under supplementary contracts.
All terms and conditions under this contract have the equivalent legal effects and restrictions on the supplementary contracts.


 


The termination of specific credit line will
only occur when all the rights and obligations are fulfilled. The above period has no limitation on specific credit line under
this contract.


 






    	 



    	 



    

 


 


Clause 6 Condition Precedents of specific
credit line business


 


Party A should fulfill the following condition
precedents before applying an specific credit line business


		1)	File the necessary document, stamps and signatures in Party B in relating to this contract and all
the specific credit line contract under this contracts



		2)	Open the necessary bank account



		3)	Make sure the required guarantee contracts are properly in place



		4)	Other condition precedents required for specific credit line contracts



		5)	Other condition precedents required by Party B



 


Clause 7 Guaranty


 


For all the liabilities occurred under this
contract and the specific credit line contract affiliated to this contract should be guaranteed by the following:


 


Maximum Amount Guarantee provided by:


 


		1)	Shenzhen Highpower Technology Co. Ltd, a guarantee contract is signed separately;



		2)	Dangyu Pan, a guarantee contract is signed separately;



Pledge on Account Receivables


		1)	The loan and liabilities is pledged by account receivables from Party A, a pledge contract is signed
separately;



 


Under certain circumstance that Party A or
the Guarantor might unable to fulfill or make Party B believes they are unable to fulfill the contractual capacity, e.g: Guarantee
Contracts are invalid, Party A is or will be under significant business difficulties or risks: deteriorated financials, litigation
issues which might affect its repayment ability, Guarantors were found default in other contracts with Party B, devaluation, dismissal
or damage of collaterals which might cause the value of the collaterals slaked or losses. Party B reserves the right to and


 


Party
A has the obligation to additional or replace the guarantor.


 


Clause 8 Statement and Commitment


 


		1.	Party A’s statement:



		1)	Party A is legally registry and operating, and owning the full civil rights required by this contract.



		2)	Signing and performing the contract is the true will of Party A, Party A has been granted all necessary
authorizations in effect before signing the contract. The contract does not form a default for other contracts signed and performed
by Party A. It is Party A’s responsibility to complete all required approvals, registrations, permits and filings.



		3)	All documents and information provided by Party A to Party B are true, complete, accurate and effective.



		4)	All the transactions mentioned by Party A for apply specific credit line should be real and not for
illegal purposes such as: money laundry.



		5)	No hidden events regarding Party A and guarantor’s financial and repayment abilities



 






    	 



    	 



    

 


 


		2.	Party A’s commitment:



		1)	Timely delivery of the financial statements and other relevant information, (including but not limited
to annual, quarterly and monthly financial reports.



		2)	Cooperation in Party B’s exam and inspection on the utilization of the loan as well as the Party
A’s financials and operations



		3)	Any counter-guarantee agreement between the guarantors and Party A will not affect the Party B’s
underlying rights under this contract



		4)	Under circumstances Party A or Guarantor’s capability of performing the contract might be affected,
Party A should notify Party B in time. Those circumstances included but not limited to significant organizational changes, e.g.
business splitting, merger and termination, disposal of major assets, restructuring, reorganization, joint venture arrangement
with foreign capitals, changing of controlling shareholders or de facto control of Party A, capital reduction, liquidation, re-pledge
the encumbered assets, withdrawal, bankruptcy, dissolution and involved in significant law suits.



		5)	As for undefined business practice, Party A is committed to follow Party B’s regulation and
normal practice in daily operation.



		6)	Party A committed not to distribute bonus during the credit period



		7)	Agreed by both parties, for the purpose to ensure the Party B’s claims on credit funds and Party
B’s convenience to monitoring the repayment progress, Party A should guarantee the proportion of sales fund received in Party
A’s account opened with Party B over Party A’s total sales should be matching to the proportion of Party A’s
credit line received from Party B over Party A’s total credit line received from financial institution.



 


Clause 9 Related party and related party
transaction of Party A


 


Party A is not defined as Group Credit Customer
by Party B in accordance with “Guidance of Risk Management by Commercial Banks for Granting Credit to Customer Groups”


 






    	 



    	 



    

 


 


Clause 10 Breach of Covenants


 


Any of the following situations would be considered
as breach of contract covenant:


 


		1.	Party A did not perform the repayment obligation under this contract or the affiliated specific credit
line contracts



		2.	Party A has not used the credit funds according to agreed purposes.



		3.	Party A’s statement in this contract or the affiliated specific contracts are untrue or in violation
with Party A’s commitment in this or the affiliated specific contracts.



		4.	Under the circumstance defined in 2.4) in Clause 8, Party A refused to provide additional guarantee
or replacement of new guarantor



		5.	Party B is or will be under significant business difficulties or risks: deteriorated financials, significant
financial losses and loss of assets (including but not limited asset losses for fulfill guarantee obligations) or other financial
crisis.



		6.	Party A is in violation with other rights and obligations agreed in this contract.



		7.	Party A breaches the covenants on other credit line contracts with Party B or other affiliated institutions
of Bank of China.



		8.	Guarantors breach the covenants on other credit line contracts with Party B or other affiliated institutions
of Bank of China.



 


When any of the
above mentioned situation noticed, Party B will perform the following in separate or all at the same time:


 


		1)	Request Party A or Guarantor to rectify within a definite time.



		2)	Reduce, temporarily pause or permanently terminate Party A’s Credit limit in part or in all



		3)	Temporarily pause or permanently terminate in part or in all of Party A’s application on specific
credit line under this contract.



		4)	Announce the immediate expiration on all the credit lines granted under this contract and affiliated
specific credit line contracts.



		5)	Terminate or release this contract, terminate or release in part or in all of the affiliated specific
credit line contracts as well as the other contracts signed between Party A and Party B.



		6)	Request compensation from Party A on the losses thereafter caused.



		7)	Party A’s deposit account in Party B will be hold in custody for debt pay off for the comprehensive
credit line and specific credit line under this contract. All the undue liabilities were deeming due and entitled the immediate
payoff from Party A’s restricted accounts. If the currency in deposit account is differ from the currency of the liabilities,
the exchange rate on the date of the hold in custody will be applied.



		8)	Real rights granted by way of security will be executed.



		9)	Assume the guarantee responsibility on Guarantors.



		10)	Other necessary procedures on Party B’s concern



 






    	 



    	 



    

 


 


Clause 11 Rights reserved


 


Either party might reserve part of or all
of the rights under this contract and the affiliated specific credit line contracts, this does not imply the party is surrendered
or remitted the unperformed rights and obligations.


 


Either party might sometimes tolerant, extend
or delay the execution of certain rights, this does not deem as the party is surrendered or remitted the rights.


 


Clause 12 Change, Modification, Termination
and Partial invalid


 


Upon negotiation and agreed by both parties,
this contract can be changed and modified, the written record of the changes and modifications should form the inseparable part
of this contract.


 


Unless ruled by law or both parties formed
a separate agreement, the contract would not be terminated prior to all the rights and obligations defined are fulfilled.


 


Unless ruled by law or both parties formed
a separate agreement, the void of single terms under this contract should no invalid other contract under this contract.


 


Clause 13 Applicable Law and Resolution
for Dispute


 





		1.	This contract entered into according with the People’s Republic of China, and applicable to
the law of the People’s Republic of China.



		2.	The resolution of dispute should be appealed in Party B or other Bank of China subsidiaries defined
in this contract or other affiliated contracts



 


Clause 14 Attachments


 





Not applicable.


 


Clause 15 Other terms and conditions


 


		1.	Without Party B’s prior written approval, Party A is not allowed to transfer the rights and
obligations under this contract to 3rd Parties.



		2.	Party A should give the consent that, Party B might somehow authorize other affiliated institution
of Bank of China to perform the obligation. The performing party entitles all the rights and obligations under this contract and
the affiliated credit line contracts, the performing party reserves the rights to appeal a resolution of dispute if necessary.



		3.	The contract has equivalent restrictions to the successors or inherits of both parties.



		4.	Unless otherwise agreed, the domicile addresses stated in this contract are for corresponding use;
both parties should notify each other in writing about any changes of its domicile addresses.



		5.	The title and name of business product is for business purposes, will not used for interpretation
of the contract terms and the rights and obligations.



		6.	If required by the governing institutions, Party B might not be able to perform the obligations agreed
in this contract. Party is exempted from punishment under this circumstance.



 






    	 



    	 



    

 


 


Clause 16 Effective of the contract


 


This contract is established and enters into
effect upon signing or sealing by the legal representatives (or person-in-charge) of Party A and Party B or their duly authorized
agents, together with sealing by the company chop.


 


This contract will be print and signed in
six copies, Party A and the guarantors hold one copy each, Party B holds three copies, each copy has the same legal effect


 


/s/ Dangyu Pan


Stamp of Party A


Signature of director or authorized
representative


January 25, 2013


 


/s/ [COMPANY SEAL]


Stamp of Party B (if Party B is a corporation)


Signature of legal representative or authorized
representative


January 25, 2013


 




    	 



    	 



    

Account Receivable Pldge Contract 


(Applicable for pledgor is debtor)


 


Reference No. : 2013zhenzhongyinbuzhixiezi
No.0008


 


Pledgor: Springpower Technology (Shenzhen)
Co., Ltd


Business Licences: 440306503295562


Legal Representative: Dangyu Pan


Address: Factory A, Chaoshun Industrial Zone,
Renmin Road, Fumin Residential Area, Guanlan, BaoAn District,


Postal code: 518000


Deposit A/C and financial institutions: Bank
of China, Pinghu Sub-branch, Shenzhen,


Telephone: 2802 9923 ; Facsimile: 2802 9923


 


Pledgee: Bank of China, Buji Sub-branch.


Legal Representative: Yang Yong


Address: 108, Buji Road, Buji Town, Longgang
District, Shenzhen; Postal code: 518112


Telephone: 2827 4825 ; Facsimile: 2827 0847


 


To guarantee the performing of the principle
contract stated in Clause 1, both party agrees the following:


 


Clause 1 Principle Contract


 


The principle contract is “Comprehensive
credit contract (2013 zhenzhongyinbuexiezi No 0000132)” and its supplements signed between Pledgor and Pledgee.


 


Clause 2 Principle Creditor’s rights


 


The principle creditor’s rights under
the principle contract constitute the principle creditor’s rights under this contract, which includes: loan principle, interest,
compound interest, punitive interest, liquidated damage, the cost for realization of the creditor’s right (includes but not
limited to the announcement fee, delivery fees, appraisal fees, legal fees, travel expenses, assessment fees, auction fees, the
property preservation fee, compulsory execution fee and etc), as well as the Pledgee’s loss due to the breach of covenants.


 






    	 



    	 



    

 


 


Clause 3 The underlying pledge assets 


 


This underlying asset available to pledge
in this contract is the Accounts receivable, details please refer to the appendix” details of the underlying pledged assets”


 


Without Pledgee’s written consents,
Pledgor is not allowed to transfer the underlying asset, transfer the contract which constitutes the underlying assets, to engage
in the factoring or financing business. The factoring and financing business can be engaged in only under the circumstances that
1) once the creditor’s rights of the Pledgor has been paid off; 2) full deposit has been transferred into the bank account
appointed by Pledgor.


 


Without Pledgee’s written consents,
Pledgor is not allow to change the terms and conditions such as currency, amount, payment methods on the contract which constitutes
the underlying assets.


 


Pledgor should hand over the proof of
the assets (If any) Pledgor should open the bank account in Pledgee’s’ branch for collecting the account
receivables. Pledgee is entitled to the claim on the rights of the account receivables to assume the guarantee
responsibilities Pledgee is entitled to the compensation if the value of the account receivables is diminished or lost due
the default of Pledgor or a 3rd party.


 


Clause 4 The registration


 


It is the Pledgor’s obligation to assist
Pledgee in the pledge registration procedure in the authorities.


 


It is also the Pledgor’s obligation
to assist in the change of the registration procedure.


 


Clause 5 The circumstances that the
diminish in the value of Account Receivables and the possibility that the failure to recover of account receivables Under
the following circumstance, Pledgee is entitled to the rights to require Pledgeor to provide deposit or guarantees to the
diminished portion; If Pledgor fails to provide additional guarantee, Pledgor entitled the rights to execute the pledge
rights.


 


		1.	Before the principle creditor’s rights has been full paid off, the value of the underlying accounts
receivables has diminished for the reason other than Pledgee’s behavior, which might significantly harm the rights and interests
of the Pledgee



		2.	The percentage of bad debt has been increased for two consecutive months, or the pledged but unpaid
due amount of account receivables has excesses 5% of the total pledged account receivables.



		3.	There is trade dispute between Pledgor and the debtor of the account receivables, which might lead
to the result that the account receivables could not be recovered when due.



		4.	Other circumstance which might lead to the result that the account receivables could not be recovered
when due.



When any of the
above circumstance exist, Pledgor should take action to avoid further deteriorate and notify the Pledgee in writer immediately.


 


Clause 6 Interest generated from the account
receivables


 


The interest generated from the pledged account
receivables should be assumed responsible to the creditor’s rights after the deduction of the cost of collecting those interests.


 






    	 



    	 



    

 


 


 


Clause 7 The existence of the guarantee
responsibilities


 


Under the circumstance that, the debtor of
principle contract failed to pay off the creditor’s rights when due (on due date or early termination date), the pledge is
assumed to be responsible in accordance with this contract.


 


The due date in the previous sentence means
the repayment date agreed in the principle contract. The early termination date is the termination date request by creditor per
law or per agreements under the principle contracts.


 


Clause 8 The realization of the pledgee’s
rights


 


Once assumed guarantee responsibility, Pledgee
entitled the rights to request the execution immediately. The execution action includes but not limited to request the debtor of
the account receivables to pay off, compromise for discount, sale the rights on account receivables through auction, etc. Pledgor
should be cooperated on the above mentioned actions. The amount received after the cost of execution, should use to pay off the
principle creditor’s rights under the principle contracts.


 


Under the circumstance that, the expiration
of account receivables is earlier than the expiration of the principle creditor’s rights, the amount collected from the pledged
account receivables by Pledgor should deposit in the appointed account. And the deposit should still assume the guarantee responsibility
for the undue principle creditor’s rights.


 


Pledgor’s rights on other guarantee
contracts or collateral contracts should not have an impact on the performing of this contract. Pledgor should assume responsibility
under this contract rather than plea with the execution in order.


 


Clause 9 The relationship between this
contract and the principle contract


 


Upon the termination or early termination
of the principle contract, Pledgor assumed guarantee responsibility on occurred debt.


 


The change of principle contract will not
be informed to the Pledgor unless under the following circumstances, change of currency, interest rate, amount, period, or other
terms which might affect the increase of the amount of the principle creditor’s rights or extend the effective period of
the principle contract. Pledgor remains to assume the guarantee responsibility to the changed principle contract.


 


Under the previous stated circumstance which
Pledgor’s consent is required, Pledgor entitles the rights to reject to assume the guarantee responsibility on the incremental
portion.


Under the circumstances that, Pledgee provide
the letter of credit, trade financing services to debtor under the principle contract, Pledgor won’t be notified but assumed
guarantee responsibility. It is the Pledgee’s responsibility to registry for the incremental business contract.


 






    	 



    	 



    

 


 


Clause 10 Statements and Commitments


 


Pledgor’s statement: 


 


		1.	Pledgor is legally registry and operating, and owning the full civil rights required by this contract.



		2.	Pledgor committed that accounts receivable can be transferred lawfully; the underlying contract is
true and effective. There is no restriction terms on the underlying contract which prohibited from transfer, pledge, flexible payment
terms and custody account etc.



Pledgor committed
that the goods and services defined in the underlying contract has been sold or provided as agree. No other issues might affect
the recoverability of the accounts receivable.


		3.	Pledgor committed that no other creditor’s rights attached on the pledged accounts receivable,
or if any, written consents has been obtained. Pledgor agreed to hand over the written consent to Pledgee for custody.



		4.	No other creditor’s rights is attached on the pledged accounts receivable, no enforcement or
property reservation order is attached on the pledged accounts receivable which might affect the Pledgee’s rights and interests.
The pledge set under this contract will be the primary beneficiary after the legal procedure is completed.



		5.	Signing and performing the contract is the true will of Pledgor, Pledgor has been granted all necessary
authorizations in effect before signing the contract. The contract does not form a default for other contracts signed and performed
by Pledgor. It is Pledgor’s responsibility to complete all required approvals, registrations, permits and filings.



		6.	All document and information provided by Pledgor to Pledgee are true, complete, accurate and effective.



		7.	Pledgor did not conceal all the other creditor’s rights, factoring and financing attached to
the underlying assets.



		8.	Pledgor legally possess full rights on the underlying assets, without Pledgee’s written consents,
Pledgor will not surrender any rights and benefits attached to the underlying assets, will not sell, transfer, or financing the
underlying assets.



		9.	Under the circumstances that new creditor’s rights are attached on the underlying assets or
significant argue and dispute on the underlying contracts, Pledgor should notify Pledgee immediately.



		10.	Pledgor should notify the debtor of the underlying contract within 10 days in written with regard
to the pledge. Receipts should be provided to Pledgee on the notification.



		11.	Pledgor committee to assist in the registration process.



 






    	 



    	 



    

 


 


Clause 11
Default of the contract


 


Pledgor’s absence in the registration
procedure will be considered the event of default. Pledgee’s loss from the default should be compensated by Pledgor.


 


Clause 12 Breach of covenants


 


Any of the following situations would be considered
as breach of contract covenant:


		1.	Pledgor is in violation with the previous terms of the contract, transferred or disposed all or part
of the accounts receivable.



		2.	Pledgor transferred or disposed all or part of the accounts receivable in any other forms that harms
the pledgee’s rights.



		3.	Accounts receivable can not be recovered when due.



		4.	Under the clause 5 of this contract that diminish of the value of the accounts receivables, and Pledgor
cannot provide additional guarantee.



		5.	The statements of the Pledgor are untrue or in violation with its commitments



		6.	Pledgor is in violation with other rights and obligations agreed in this contract.



		7.	Pledgor is or will be under significant business changes such as termination of operation, dismiss
or bankruptcy.



		8.	Pledgor breaches the covenants on other credit line contracts with Party B or other affiliated institutions
of Bank of China.



 


When any of the
above mentioned situations noticed, Pledgee will perform the following in separate or all at the same time:


		1)	Request Pledgor to rectify within a definite time.



		2)	Reduce, temporarily pause or permanently terminate Pledgor’s Credit limit in part or in all



		3)	Temporarily pause or permanently terminate in part or in all of Pledgor’s application on specific
credit line under this contract.



		4)	Announce the immediate expiration on all the credit lines granted under this contract and affiliated
specific credit line contracts.



		5)	Terminate or release this contract, terminate or release in part or in all of the affiliated specific
credit line contracts as well as the other contracts signed between Pledgor and Pledgee



		6)	Request compensation from Pledgor on the losses thereafter caused.



		7)	Assume the guarantee responsibility on Guarantors.



		8)	Other necessary procedures on Party B’s concern



 


Clause 13
Rights reserved


 


Either party
might reserve part of or all of the rights under this contract and the affiliated specific credit line contracts, this does not
imply the party has surrendered or remitted the unperformed rights and obligations.


 


Either party
might sometimes tolerate, extend or delay the execution of certain rights, this does not deem as the party is surrendered or remitted
the rights.


 






    	 



    	 



    

 


 


Clause 14 Change, Modification, Termination
and Partial invalidity


 


Upon negotiation and agreed by both parties,
this contract can be changed and modified, the written record of the changes and modifications should form the inseparable part
of this contract.


 


Unless ruled by law or both parties formed
a separate agreement, the contract would not be terminated prior to all the rights and obligations defined are fulfilled.


 


Unless ruled by law or both parties formed
a separate agreement, the void of single terms under this contract should no invalid other contract under this contract.


 


Clause 15 Applicable Law and Resolution
for Dispute 


 


		1.	This contract is entered into according with the People’s Republic of China, and applicable
to the law of the People’s Republic of China.



		2.	The resolution of dispute should be appealed in Party B or other Bank of China subsidiaries defined
in this contract or other affiliated contracts



 


Clause 16 Attachments 


 


Not applicable.


 


Clause 17 Other terms and conditions


 


		1.	Without Pledgee’s prior written approval, Pledgor is not allowed to transfer the rights and
obligations under this contract to 3rd Parties.



		2.	Pledgor should give the consent that, Pledgee might somehow authorize other affiliated institutions
of Bank of China to perform the obligation. The performing party is entitled to all the rights and obligations under this contract
and the affiliated credit line contracts, the performing party reserves the rights to appeal a resolution of dispute if necessary.



		3.	The contract has equivalent restrictions to the successors or inherits of both parties.



		4.	Unless otherwise agreed, the domicile addresses stated in this contract are for corresponding use;
both parties should notify each other in writing about any changes of its domicile addresses.



		5.	The title and name of business product is for business purposes, will not be used for interpretation
of the contract terms and the rights and obligations.



		6.	If required by the governing institutions, Party B might not be able to perform the obligations agreed
in this contract. Party is exempted from punishment under this circumstance.



 






    	 



    	 



    

 


 


Clause 18 Effectiveness of the contract


 


This contract is established and entered into
effective upon signing or sealing by the legal representatives (or person-in-charge) of Pledgor and Pledgee or their duly authorized
agents, together with sealing by the company chop.


 


The pledge is established upon the effectiveness
of this contract.


 


This contract will be printed and signed in
five copies, Pledgor and the debtor hold one copy each, Pledgee holds three copies, each copy has the same legal effect


 


/s/ Danyu Pan


Stamp of Pledgor


Signature of director or authorized
representative


January 25, 2013


 


/s/ [COMPANY SEAL]


Stamp of Pledgee (if Pledgee is a corporation)


Signature of legal representative or authorized
representative


January 25, 2013


 


Attachment:


Details of the underlying pledged assets
(Ref No: 2013 zhenzhongyinbuzhixiezi No.0008)


Pledgor: Springpower Technology (Shenzhen)
Co., Ltd


Currency: Renminbi


Amount of Accounts Receivable: all accounts
receivable within two years starting from the date of this contract.


Registration institution: The People’s
Bank of China Credit Reference Center


 




    	 



    	 



    

 


Maximum Amount Guaranty Contract 


(Applicable if guarantor is natural person)


 


Reference No. : 2013zhenzhongyinbubaoezi
No.0017


 


Guarantor: Dangyu Pan


Type of certification: identification card


Certification number:


Address: Building A2, Luoshan Industrial Zone,
Longgang District, Shenzhen


Postal code: 518111


Telephone: 8968 6236 ; Facsimile: 8968 6298


 


Creditor: Bank of China, Buji Sub-branch.


Legal Representative: Yang Yong


Address: 108, Buji Road, Buji Town, Longgang
District, Shenzhen; Postal code: 518112


Telephone: 2827 4825 ; Facsimile: 2827 0847


 


To guarantee the performing of the principle
contract stated in Clause 1, both parties agree the following:


 


Clause 1 Principle Contract


 


		1.	The principle contract is “Comprehensive credit contract (2013zhenzhongyinbuexiezi No 0000132)”
and its supplements signed between Creditor and Debtor, Spingpower Technology (Shenzhen) Co., Ltd



 


Clause 2 Principle Creditor’s rights
and the period


 


Unless otherwise agreed, the creditor’s
rights under the following contracts and the creditor’s rights occurred before the engagement of this contract constitutes
the principle creditor’s rights of this contract.


The creditor’s right occurred under
comprehensive contract starting from the date of effective, ended upon the expiration of all the specific creditor’s rights.


 


Clause 3 The maximum amount guaranteed



 


		1.	The maximum amount assumed guaranteed is:



Currency: Renminbi


Amount (Capital
letter): Twenty million


Amount (in numbers):
20,000,000


 






    	 



    	 



    

 


 


		2.	The principle creditor’s rights under the principle contract constitute the principle creditor’s
rights under this contract, which includes: loan principle, interest, compound interest, punitive interest, liquidated damage,
the cost for realization of the creditor’s right (includes but not limited to the announcement fee, delivery fees, appraisal
fees, legal fees, travel expenses, assessment fees, auction fees, the property preservation fee, compulsory execution fee and etc),
as well as the Pledgee’s loss due to the breach of covenants.



 


The sum of the
above terms constitutes the maximum amount of guaranteed for this contract.


 


Clause 4 Types of guaranty


 


Joint responsibility guaranty.


 


Clause 5 The guarantee responsibilities


 


Under the circumstance that, the debtor of
principle contract failed to pay off the creditor’s rights when due (on due date or early termination date), the guaranty
is assumed to be responsible in accordance with this contract.


 


The due date in the previous sentence means
the repayment date agreed in the principle contract. The early termination date is the termination date requested by creditor per
law or per agreements under the principle contracts.


 


Creditor’s rights on other guarantee
contracts or collateral contracts should not have an impact on the performing of this contract. Guarantor should assume responsibility
under this contract rather than plea with the execution in order.


 


Clause 6 The responsible period


 


The responsible period for this
contract is two years after the establishment of the creditor’s rights under Clause 2 During the period, Creditor is
entitled to the rights to request Guarantor assume responsibility in full or in part on one or on all creditor rights.


 


Clause 7 The duration of action


 


During the period that the creditor’s
rights have not been paid off when due, Guarantor is assumed responsible under the joint responsibility guarantee. Creditor entitled
to claim the rights within the responsible period defined in Clause 6, the duration of action started upon the request.


 






    	 



    	 



    

 


 


Clause 8 The relationship between this
contract and the principle contract


 


Upon the termination or early termination
of the principle contract, Guarantor assumed guarantee responsibility on occurred debt.


 


The change of principle contract will not
be informed to the Guarantor unless under the following circumstances, change of currency, interest rate, amount, period, or other
terms which might affect the increase of the amount of the principle creditor’s rights or extend the effective period of
the principle contract. Guarantor remains to assume the guarantee responsibility to the changed principle contract.


 


Under the previous stated circumstance which
Guarantor‘s consent is required, Pledgor Guarantor entitles the rights to reject to assume the guarantee responsibility on
the incremental portion.


 


Under the circumstances that, Creditor provide
the letter of credit, trade financing services to debtor under the principle contract, Guarantor won’t be notified but assumed
guarantee responsibility. It is the Creditor’s responsibility to registry for the incremental business contract.


 


Clause 9 Statements and Commitments


 


Guarantor’s statement: 


 


		a)	Guarantor is a nature person possesses the capacity for civil rights and civil conducts in People’s
Republic of China to perform this contract. Party A can perform the civil conduct independently, no bad credit records such as
debt overdue, overdue interest, malicious overdraft on credit card, no criminal records, qualified to be a legal guarantor.



		b)	Guarantor has full understanding about the terms and conditions set forth in the contract. It is
Guarantor’s true will to provide guarantee to debtor.



		c)	The establishment of this contract will not form a breach of covenant of any other previous contract
Guarantor engaged in.



		d)	All documents and information provided by Guarantor to Creditor are true, complete, accurate and
effective.



		e)	Guarantor is willing to cooperate in the check and inspection on its financial conditions performed
by Creditor.



		f)	Guarantor did not conceal any existing liability upon the signing of the contract



		g)	Inform the Creditor in time for any issues might affect Guarantor’s performing capability,
which including but not limited to losses of assets, transfer, donation, assume responsibility on liabilities, involved in significant
law suits or disputes.



		h)	If the Guarantor is married, make sure the sponsor’s consent is obtained.



 






    	 



    	 



    

 


 


Clause 10 Authorization of access to personal
information


 


Guarantor authorizes the access of personal
information in the personal credit information database in the People’s Bank of China to Creditor under the following circumstances.


 


		1.	Reference check on the Guarantor’s credit status.



		2.	Reference check on the Guarantor’s guarantee status.



		3.	After-loan management on the personal credit and guarantee status



		4.	Accept the credit line application of which the Guarantor guaranteed or to be legal representative
or one of the funders.



 


Clause 11 Breach of covenants


 


Any of the following situations would be considered
as breach of contract covenant:


 


		1.	Guarantor is in violation with the previous terms of the contract.



		2.	The statements of the Guarantor is untrue or in violation with its commitments



		3.	The occurrence of issues defined under the point 7 of clause 9 which might affect the Guarantor’s
financial position and performing capability.



		4.	In violation with other rights and obligations agreed in this contract.



		5.	Guarantor breaches the covenants on other credit line contracts with Party B or other affiliated institutions
of Bank of China.



 


When any of the
above mentioned situations noticed, Creditor will perform the following in separate or all at the same time:


 


		1)	Request Guarantor to rectify within a definite time.



		2)	Reduce, temporarily pause or permanently terminate Guarantor’s Credit limit in part or in all



		3)	Temporarily pause or permanently terminate in part or in all of Guarantor’s application on specific
credit line under this contract.



		4)	Announce the immediate expiration on all the credit lines granted under this contract and affiliated
specific credit line contracts.



		5)	Terminate or release this contract, terminate or release in part or in all of the affiliated specific
credit line contracts as well as the other contracts signed between Guarantor and Creditor



		6)	Request compensation from Guarantor on the losses thereafter caused.



		7)	Assume the guarantee responsibility on Guarantors.



		8)	Other necessary procedures on Party B’s concern



 


Clause 12
Rights reserved


 


Either party
might reserve part of or all of the rights under this contract and the affiliated specific credit line contracts, this does not
imply the party is surrendered or remitted the unperformed rights and obligations.


 


Either party
might sometimes tolerant, extend or delay the execution of certain rights, this does not deem as the party is surrendered or remitted
the rights.


 






    	 



    	 



    

 


 


Clause 13 Change, Modification, Termination
and Partial invalid


 


Upon negotiation and agreed by both parties,
this contract can be changed and modified, the written record of the changes and modifications should form the inseparable part
of this contract.


 


Unless ruled by law or both parties formed
a separate agreement, the contract would not be terminated prior to all the rights and obligations defined are fulfilled.


 


Unless ruled by law or both parties formed
a separate agreement, the void of single terms under this contract should no invalid other contract under this contract.


 


Clause 14 Applicable Law and Resolution
for Dispute 


		1.	This contract entered into according with the People’s Republic of China, and applicable to
the law of the People’s Republic of China.



		2.	The resolution of dispute should be appealed in Party B or other Bank of China subsidiaries defined
in this contract or other affiliated contracts



 


Clause 15 Attachments 


Sponsor’s consent.


 


Clause 16 Other terms and conditions


 


		1.	Without Creditor’s prior written approval, Guarantor is not allowed to transfer the rights and
obligations under this contract to 3rd Parties.



		2.	Guarantor should give the consent that, Creditor might somehow authorize other affiliated institution
of Bank of China to perform the obligation. The performing party entitles all the rights and obligations under this contract and
the affiliated credit line contracts, the performing party reserves the rights to appeal a resolution of dispute if necessary.



		3.	The contract has equivalent restrictions to the successors or inherits of both parties.



		4.	Unless otherwise agreed, the domicile addresses stated in this contract are for corresponding use;
both parties should notify each other in writing about any changes of its domicile addresses.



		5.	The title and name of business product is for business purposes, will not used for interpretation
of the contract terms and the rights and obligations.



 






    	 



    	 



    

 


 


Clause 17 Effective of the contract


 


This contract is established and enters into
effect upon signing or sealing by the legal representatives (or person-in-charge) of Pledgor and Pledgee or their duly authorized
agents, together with sealing by the company chop.


 


The pledge is established upon the effective
of this contract.


 


This contract will be print and signed in
five copies, Guarantor and the debtor hold one copy each, Creditor holds three copies; each copy has the same legal effect


 


/s/ Danyu Pan


Signature of Guarantor and Sponsor


January 25, 2013


 


/s/ [COMPANY SEAL]


Stamp of Creditor (if Pledgee is a corporation)


Signature of legal representative or authorized
representative


January 25, 2013


 


Attachment:


Sponsor’s Consent


I, as the sponsor of Dangyu Pan, agree
to assume the guarantee responsibility defined in the Guaranty Contract of the maximum amount of Guaranty with the mutual assets.


Signature of Sponsor


January 25, 2013