Highland Ridge, Inc. - Exhibit 10.5 - Filed by newsfilecorp.com






Exhibit 10.5

Contract No.: 2009 He Guang Ying Tai Ke Liu
Huo              


Loan Contract 

 

 




	
         	China Everbright Bank 







Table of Contents 

	 	Chapter
      1 	General
      Provision 
	 	 	 
	 	Chapter
      2 	Use
      of Loan 
	 	 	 
	 	Chapter
      3 	Currency,
      Amount, Term and Transfer of Loan 
	 	 	 
	 	Chapter
      4 	Loan
      rate and Calculation of Interest 
	 	 	 
	 	Chapter
      5 	Issue
      and Use of Loan 
	 	 	 
	 	Chapter
      6 	Repayment
      
	 	 	 
	 	Chapter
      7 	Guarantee
      
	 	 	 
	 	Chapter
      8 	Bearing
      and Compensation of Expenses 
	 	 	 
	 	Chapter
      9 	Statement,
      Guarantee and Commitments of the Borrower 
	 	 	 
	 	Chapter
      10 	Events
      of Default 
	 	 	 
	 	Chapter
      11 	Miscellaneous
      
	 	 	 
	 	Chapter
      12 	Settlement
      of Disputes 
	 	 	 
	 	Chapter
      13 	Validation,
      Modification and Termination of the Contract 
	 	 	 
	 	Chapter
      14 	Appendixes
      
	 	 	 
	 	Chapter
      15 	Supplementary
      Articles 






Loan Contract 

The Borrower: Anhui TEC Tower Co., Ltd 

Add.: XinQiao Industrial Park, Jingyang Town, Jingde County,
Anhui Province 

Post Code: 242600 

Legal Representative: Lu Chun 

The Authorized Agent: Li Jun 

Responsible Person: 

Phone: 0563-8023488 

Fax: 0563-8023488 

Opening Bank: 

Account No.: 

 

The Lending Bank: China Everbright Bank Hefei Branch Banking
Department 

Add.: No. 200, Changjiang Rd. West, Hefei 

Post Code: 

Legal Representative / Responsible Person: Li Tangzheng 

The Authorized Agent: 

Responsible Person: 

Phone: 

Fax: 




Chapter 1 General Provisions 

For requirements of business operation, the Borrower applies to
the Lending Bank for a loan. After examination and inspection, the Lending Bank
hereby agrees to issue a loan to the Borrower according to terms and conditions
in this Contract as below. 

For clarification of rights and obligations of both parties,
the following terms and conditions are reached by and between both parties
through consultation according to relevant national laws and regulations and the
principal of equality and free will, for both parties to abide by. 

Chapter 2 Use of Loan 

Article 1 The following agreements are reached through
consultation between both parties: 

	1. 	
      The Borrower can only use the loan under this Contract as
      working capital.

	 	 
	2. 	
      The Borrower is not allowed the intended use of the loan
      specified herein without approval of the Lending
Bank.



Chapter 3 Currency, Amount, Term and Transfer of Loan


Article 2 The currency and amount of the loan hereunder: say
RMB thirty million only (in word). 

Article 3 The term of loan under this Contract shall be valid
from November 25, 2009 to November 25, 2010. 

Article 4 On the basis that preconditions under Article 11
hereinbelow are satisfied, the Lending Bank shall transfer the loan amount into
the account opened by the Borrower in the bank by No. method below: 

	1. 	
      Transfer at one time: The Lending Bank will transfer the
      total amount of loan into the account opened by the Borrower in the bank
      on November 25, 2009.

	 	 
	2. 	
      Transfer at different times: The amount and date of
      transfers are detailed below:



First transfer: 

(1) Amount of transfer: (In word) ;
___________________________;

(2) Date of transfer: _____Y _____M _____D. 

Second transfer: 

(1) Amount of transfer: (In word) ;
___________________________;

(2) Date of transfer: _____Y _____M _____D. 

Third transfer: 

(1) Amount of transfer: (In word) ;
___________________________;

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(2) Date of transfer: _____Y _____M _____D.  

3. Phased transfer without fixed dates 

The Lending Bank will transfer from time to time according to
actual requirements, with the times, amount and term to be specified in the loan
note / certificate. 

Other agreements: 
__________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

The loan hereunder shall be deemed as having been issued after
the loan principal is transferred out of the Lending Bank, and calculation of
interest will be started as of the date of transfer. 

Chapter 4 Loan Rate and Calculation of Interest 

Article 5 The Borrower shall pay interest on the loan hereunder
provided by the Lending Bank as specified in this Contract. The annual interest
rate hereunder is a fixed (fixed / floating) rate. 

If a fixed rate is applied, the annual loan rate shall be
5.31 %. 

If a floating rate is applied, the adjustment cycle of interest
  rate shall be ____ (monthly / quarterly / semiannually / annually / to be adjusted
  with adjustment in the benchmark interest rate released by the People’s
  Bank of China / to be adjusted after a year expires / others), at the ________
  day of a month or the __ day of the last month of a quarter / half-year / a
  year; No. ___________ method below for determination of interest rate shall
  apply: 

A: The benchmark interest rate released by the People’s Bank of
China: _________% 

B: To (raise/reduce) _________% in proportion to the loan
amount according to the benchmark interest rate released by the People’s Bank of
China _________% (fill in the coterminous benchmark rate); the actual annual
rate executed is _________% 

C: To (raise/ reduce)_________ % based on the loan amount
according to the benchmark interest rate released by the People’s Bank of China
_________% (fill in the coterminous benchmark rate); the actual annual rate
executed is _________% 

Other agreements: 
__________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

-2- 




Article 6 Both parties hereby agree that, if the People’s Bank
of China adjust the benchmark interest rate or the method for calculation of
interest and the adjustment is applicable to the loan under this Contract, the
Lending Bank shall, during the valid term of this Contract, have the right to
determine the new loan rate according to the benchmark rate and the calculation
method after adjustment and the proportion / numerical value of
increase/decrease specified hereinabove without prior approval of the Borrower,
and to calculate and collect interest according to the benchmark rate and the
calculation method after adjustment as of the date publicized by the People’s
Bank of China. 

Article 7 Interest on the loan hereunder will be settled on a
quarterly (quarterly/monthly) basis, with the expiry date for interest at
the 20th day of each month. 

Article 8 Interest on the loan hereunder will be calculated
based on a base number of 365 days a year and according to the actual amount of
loan transferred from account of the Lending Bank and the days of use as of the
date when the loan is transferred from the Lending Bank. 

Article 9 If the Borrower fails to repay the loan principal as
agreed in the Contract, the Lending Bank shall have the right to calculate and
collect interest on the principal based on the default interest rate for delay
from the date when delay in payment is determined to the date when the principal
and interest are repaid in full by the Borrower. The default interest rate for
delay shall be 50% (30%-50%) higher than the loan rate specified in
Article 5 hereinabove. 

If the Borrower fails to use the loan for the purpose agreed
herein, the Lending Bank shall have the right to calculate and collect interest
on the principal based on the default interest rate for misuse from the date
when the Borrower uses the loan for other purpose (s) to the date when the
principal and interest are repaid in full by the Borrower. The default interest
rate for misuse shall be 50% (50%-100%) higher than the loan rate
specified in Article 5 hereinabove. 

Article 10 If the Borrower fails to pay interest on the loan as
scheduled, the Lending Bank shall have the right to calculate and collect
compound interest based on the default interest rate. 

Chapter 5 Issue and Use of Loan 

Article 11 The Lending Bank is not liable to provide the loan
hereunder to the Borrower before the following preconditions are satisfied: 

1. The Borrower has provided all documents required by the
Lending Bank, and the documents remain valid and are not modified in information
and conditions specified therein, or the Borrower has given satisfactory
explanation or description on the modifications or changes to the Lending Bank;


2. The Borrower has filled in all notes / certificates related
to withdrawal of the loan. The loan notes and certificates are integral parts of
the Contract equal in legal effect. In case of discrepancies between the amount,
term and interest rate of loan hereunder and that specified in the notes and
certificates, the notes and certificates shall apply; 

-3- 




3. The Borrower shall handle all government permits, approval,
registration and other legal formalities and procedures related to the loan
according to relevant laws and regulations, and go through notarial formalities
related to the Contract if required by the Lending Bank; 

4. In case of guarantee on the loan hereunder, the Borrower
shall make ready the guarantee contract and handle notarial, registration and /
or insurance and other legal procedures and formalities related to the mortgage
according to requirements of the Lending Bank, and the guarantee and insurance
shall remain valid; 

5. The Borrower is not involved in events of default specified
herein; 

The Lending Bank will arrange for transfer of the loan to the
account opened by the Borrower in the Lending Bank as stipulated in Article 4
hereinabove after the above-listed preconditions are satisfied. 

 

First repayment: 

(1) Amount of repayment: (In word) ;
___________________________;

(2) Date of repayment:     
 Y     
 M       D. 

Second repayment: 

(1) Amount of repayment: (In word) ;
___________________________;

(2) Date of repayment:     
 Y     
 M       D. 

Third repayment: 

(1) Amount of repayment: (In word) ;
___________________________;

(2) Date of repayment:     
 Y     
 M       D. 

Other agreements: 
__________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

-4- 




In case the date of repayment is not a working day of the
Lending Bank, repayment shall be made on the next working day, and the
non-working day of the Lending Bank will be included in the actual days of loan
use. The Borrower shall pay the loan principal and accrued interest in full at
the last time of repayment of the loan principal, but not limited to the expiry
date for interest as specified in Article 7 hereinabove. 

Article 13 The Borrower shall repay the loan under this
Contract in full as scheduled at the expiry date of the term of loan. If the
Borrower fails to repay the loan principal and interest timely, the Lending Bank
shall have the right to withdraw or deduct expenses receivable, loan interest,
compound interest and the loan principal from any accounts opened by the
Borrower in the Lending Bank or branches of the bank. 

Article 14 If an amount paid by the Borrower on a date of
repayment of loan principal and interest is not enough to clear accounts payable
due in the period, this amount will used for clearing of expenses payable on the
Borrower firstly, then for payment of loan interest and compound interest, and
finally for repayment of the loan principal. 

Article 15 If planning to repay the loan ahead of schedule, the
Borrower shall submit a written application to the Lending Bank 30 (thirty)
working days in advance and obtain written approval of the Lending Bank. 

No. [ ] standard for calculation of interest shall apply in
case of prepayment of loan: 

1. Calculation based on the interest rate specified in this
Contract as of the date of prepayment. 

2. Others: ______________________

Article 16 If the Borrower is not able to repay the loan
hereunder as scheduled and extension of the term is required, the Borrower shall
submit a written application for extension to the Lending Bank [ ] working days
of the bank before expiry of the loan term. After examination and approval of
the Lending Bank, both parties shall additionally sign a Contract for Extension
of Loan Term as a supplementary contract to this Contract. 

Chapter 7 Guarantee 

Article 17 No. mode of guarantee below shall apply herein: 

1. China Rising Investment & Guaranty Co., Ltd, Lu Chun
and his spouse shall provide guarantee with joint liability (the
Guarantor); number of the guarantee contract Tai Ke Bao 2009. 

2. ______________________________(the mortgager) shall provide
_________________________(mortgage) for guarantee; number of the mortgage
contract ______________________. 

3. ______________________________(the pledger) shall provide
_________________________(pledge / right of pledge) for guarantee; number of the
pledge contract ___________________________________. 

-5- 




Article 18 The Lending Bank and the Guarantor shall sign
relevant guarantee contracts on various matters and handle notarial and / or
insurance and registration formalities or procedures for the contracts. 

Article 19 In case of extension of the loan contract, the
Borrower and the Guarantor shall continue to bear responsibilities for guarantee
during the extended period. The guarantee contracts shall remain valid during
the extended term of loan. 

Chapter 8 Bearing and Compensation of Expenses 

Article 20 The Borrower shall bear all expenses related to the
Contract and relevant guarantee contracts that are paid by the Lending Bank in
advance, including but not limited to expenses on legal proceedings, accounting
services, audit, insurance, notarization, appraisal, evaluation and
registration. Upon request of the Lending Bank, the Borrower shall repay the
expenses to the Lending Bank. 

Article 21 As required by the Lending Bank, the Borrower shall
pay and compensate for all expenses and costs paid by the Lending Bank in
advance for exercise of the rights under this Contract in full immediately,
including but not limited to expenses on legal proceedings, business travel and
realization of creditor’s rights. 

Chapter 9 Statement, Guarantee and Commitments of the
Borrower 

Article 22 The Borrower is a legal entity / other organization
established according to laws of the People’s Republic of China and legally
exists with independent capacity for civil conducts and the full rights and
authorization to use all its assets to bear civil responsibilities and develop
business activities. 

Article 23 The Borrower has full rights and authorization for
signing of the Contract and transactions hereunder, has taken or obtained all
necessary corporate actions, other actions and approval for signing and
performance of the Contract. This Contract is signed by the legal representative
or the authorized agent of the Borrower and stamped with the official seal of
the Borrower. 

Article 24 The Borrower has obtained approval of competent
government departments and permission of the third party necessary for signing
of the Contract. Signing and performance of the Contract is in compliance with
incorporation/approval documents (if applicable) of the Borrower and all other
contracts or agreements in which the Borrower is a party. 

Article 25 All documents, materials and vouchers provided by
the Borrower to the Lending Bank for signing of the Contract and transactions
hereunder are authentic, complete, accurate and effective, and the financial
statements submitted by the Borrower have faithfully reflected the financial
position of the Borrower at the time of issue. 

Article 26 This Contract is valid and effective with legal
binding of the Borrower. 

-6- 




Article 27 The Borrower shall, as required by the Lending Bank,
open in the bank an account, which will used for settlement and operation of
funds under this Contract. 

Article 28 The Borrower has finished or will finish all
necessary registration, recording or notarial formalities or procedures to
ensure validity, effectiveness or enforceability of the Contract. 

Article 29 The Borrower is not involved in any legal, arbitral
or administrative proceedings or procedures that may cause substantial and
adverse impacts on its ability to perform obligations hereunder. 

Article 30 Statement, guarantee and commitments of the Borrower
shall remain valid and correct before the loan principal and interest hereunder
are liquidated. The Borrower agrees to provide relevant documents from time to
time as required by the Lending Bank. 

Article 31 The Borrower is not involved in any events of
default. 

Article 32 The Borrower has read through, fully understood and
accepts all terms and conditions herein. This Contract is signed by and between
both parties in the principle of free will, and all intentions expressed herein
are genuine. 

Article 33 The Borrower shall provide materials and documents
faithfully (except for those prohibited by laws) and actively coordinate with
the Lending Bank in investigation and supervision as required by the bank. 

Article 34 The Borrower shall consciously accept and actively
coordinate with the Lending Bank in investigation, survey and supervision over
its production, business operation and financial activities, and is liable to
provide the latest balance sheet, income statement, other financial statements
or other documents on credit status of the Borrower to the Lending Bank on a
monthly basis. 

Article 35 In case of changes in the name, legal
representative, legal address and other information of the Borrower during the
valid term of the Contract, the Borrower shall notify the Lending Bank in
writing 30 (thirty) working days of the bank in advance. 

Article 36 In case of contracting, leasing, shareholding
reform, joint operation, merger, acquisition, joint venture, separation,
transfer of assets, application for suspension and rectification, application
for dissolution, application for bankruptcy and other events or actions that may
cause changes in the debtor-creditor relationship herein or affect the capacity
of the Lending Bank to exercise rights and benefits herein before all
liabilities or debts under this Contract are paid off or liquidated, the
Borrower shall notify the Lending Bank in writing 30 (thirty) working days of
the bank in advance for obtaining written approval, and fulfill the
responsibility for liquidation or prepayment. The Borrower is not allowed to
take the above-mentioned actions without written approval of the Lending Bank.


Article 37 The Borrower hereby guarantees that, without written
approval of the Lending Bank, it will not bear any liabilities for any other
enterprise legal persons, organizations or individuals, or provide guarantee for
any other parties or use its own assets and rights/benefits for mortgage or
pledge that may affect the ability of the Borrower to repay the loan hereunder during the valid term of the Contract.


-7- 




Article 38 In case of any other events not covered hereinabove
that may affect its normal business operation or cause serious and adverse
impacts on its ability to fulfill repayment obligations hereunder, the Borrower
shall notify the Lending Bank in writing immediately. 

Chapter 10 Events of Default 

Article 39 Any one of the following events or circumstance
shall be deemed as events of default hereunder: 

	1. 	
      The Borrower fails to pay interest or repay the loan
      principal as stipulated in the Contract;

	 	 	 
	2. 	
      The Borrower fails to use the loan as specified in the
      Contract;

	 	 	 
	3. 	
      The Borrower provides false balance sheets, income
      statements or other financial statements, hide important facts, or refuses
      to accept check and supervision of the Lending Bank on its use of the
      loan, production, business operation and financial activities;

	 	 	 
	4. 	
      Statement, guarantee and commitments made by the Borrower
      or the Guarantor, or Statement, guarantee and commitments made by the
      Guarantor in relevant guarantee contracts are untrue, false or
      misleading;

	 	 	 
	5. 	
      The Borrower or the Guarantor violates to or breaches
      other contracts in which they are involved in;

	 	 	 
	6. 	
      Serious deterioration or degradation in business
      operation or financial position of the Borrower or the
Guarantor;

	 	 	 
	7. 	
      Depreciation, damages or losses in the mortgage, pledge /
      right of pledge related to the loan hereunder;

	 	 	 
	8. 	
      The Borrower or the Guarantor fails to make satisfactory
      arrangements for repayment or plans for debt restructuring for the Lending
      Bank when the Borrower or the Guarantor is merged, separated or performs
      shareholding reform;

	 	 	 
	9. 	
      Bankruptcy, dissolution, termination, cancellation,
      suspension or revocation of the Borrower or the Guarantor;

	 	 	 
	10. 	
      The Borrower fails to notify the following circumstances
      or information to the Lending Bank timely:

	 	 	 
		(1) 	
      Major modification in the articles of association and
      substantial changes in operating activities;

	 	 	 
		(2) 	
      Major changes or modification in accounting
      principles;

	 	 	 
		(3) 	
      Major changes in financial position, economic conditions
      and other aspects of the Borrower, subsidiaries or the parent company of
      the Borrower;



-8- 





	 	(4) 	
      The Borrower is involved in any legal, arbitral or
      administrative proceedings or procedures that may affect financial
      position of the Borrower or cause seriously adverse impacts on its ability
      to fulfill obligations hereunder.




	11. 	
      The Borrower fails to take remedy measures to the
      satisfaction of the Lending Bank for breaches to any other terms and
      conditions herein;

	 	 
	12. 	
      Any other events or circumstance that may cause
      substantially adverse effects on the capacity of the Lending Bank for
      exercise of rights hereunder.



Article 40 The Lending Bank will make judgment and notify the
Borrower on occurrence of events of default. In case of events of default
hereinabove, the Lending Bank shall have the right to take any one or more of
the following measures: 

	1. 	
      To stop or suspend transfer of the loan
  hereunder;

	 	 
	2. 	
      To declare expiry of loans issued and require the
      Borrower to repay the loan principal, interest or other accounts payable
      provided by the bank immediately;

	 	 
	3. 	
      To require the Borrower to add or replace the Guarantor,
      mortgage, pledge / right of pledge;

	 	 
	4. 	
      To deduct accounts payable but not paid hereunder
      directly from the account (s) opened by the Borrower in the Lending Bank
      or any other branches of the bank;

	 	 
	5. 	
      To declare to exercise or realize rights under any
      guarantee contracts related to the loan;

	 	 
	6. 	
      To take other measures deemed by the Lending Bank as
      appropriate.



Chapter 11 Miscellaneous 

Article 41 During the valid term of the Contract, the Lending
Bank has the right to check and supervise over the use of the loan, and the
Borrower shall provide explanatory statements and documents as required by the
Lending Bank. 

Article 42 Both parties shall keep confidentiality of
information on liabilities, financial position, production and business
operation disclosed to the other party for signing and performance of the
Contract, with those information into which the Lending Bank is legally entitled
to inquire as an exception. 

Article 43 Without prior approval of the Lending Banking, the
Borrower is not allowed to transfer or dispose by any other means any part of
all of obligations hereunder. 

Article 44 The Lending Bank has the right to transfer
creditor’s rights hereunder to any third party without prior approval of the
Borrower, and is only required to send a written notice to the Borrower at the
time of transfer. 

Article 45 The Borrower shall pay all accounts payable under
this Contract in full, and is not allowed to make offset, deduction or
withholding of any natures or charge against any liabilities owed by the Lending
Bank to the Borrower. If deduction or withholding of any accounts payable to the
Lending Bank is required by any laws or regulations, the Borrower shall pay an
additional amount to the Lending Bank to ensure the bank to receive an amount
equal to the accounts receivable before the deduction or withholding. 

-9- 




Article 46 Any grace, preference or moratorium provided by the
Lending Bank for the Borrower shall not affect, damage or limit any rights
enjoyed by the bank according to the Contract, laws and regulations applicable,
or regarded as waiver of any rights and benefits under this Contract, or affect
any responsibilities or obligations of the Borrower hereunder. 

Article 47 In case any terms and conditions herein are or
become illegal, invalid or unavailable for execution in any aspects at any time,
the validity, effectiveness or enforceability of other provisions or articles
shall not be affected or damaged. 

Article 48 Any modifications or supplementations to this
Contract shall be made in written form and be signed by both parties for
validity. 

Article 49 Subtitles herein are added only for convenience of
reading, and shall not be used for explanation of this Contract or for any other
purposes. 

Article 50 Notices or requirements related to this Contract
shall be made in written form and sent to the address or fax number listed in
the first page herein. In case of changes in the address or fax number of either
party, the other party shall be informed on a timely basis. 

Article 51 Documents transferred between both parties shall be
deemed to be received on the date of delivery in case sent by a special person,
or deemed to be received on the third day after the registered mail is forwarded
in case sent by registered mail, or be received at the time of faxing in case
sent by facsimile. 

Chapter 12 Settlement of Disputes 

Article 52 In case of disputes during performance of the
Agreement, both parties shall seek for settlement through consultation, or apply
to the court in the location of the Lending Bank in case consultation fails.


Chapter 13 Validation, Modification and Termination of the
Contract 

Article 53 This Contract shall become valid and effective after
being signed or sealed by legal representatives or authorized agents and stamped
with the official seals of both parties. 

Article 54 Neither party is allowed to modify or terminate the
Contract in advance without approval of the other party after the Contract is
put into effective. In case of modification or termination of the Contract, both
parties shall reach and sign on a written agreement through consultation. This
Contract shall remain valid before the written contract is signed. 

-10- 




Chapter 14 Appendixes 

Article 55 In case of any matters not covered herein, both
parties can sign on an additional written agreement as an appendix to this
Contract. 

Chapter 15 Supplementary Articles 

Article 56 This Contract is made in four duplicates
equal in legal effect, one for the Borrower and one for the Lending Bank, copy
(copies) for . 

Article 57 This Contract is signed in Hefei on
November 23, 2009. 

Article 58 Both parties agree to apply for notarization of this
Contract for enforcement or compulsory execution. In case the Borrower refuses
or fails to perform any part of liabilities hereunder or the capacity of the
Lending Bank to exercise creditor’s rights herein is affected as specified in
the Contract or regulated by laws, the Lending Bank shall have the right to
apply directly to the people’s court with jurisdiction for enforcement, and the
Borrower shall raise no objections to the application for enforcement raised by
the bank according to this Contract. (This is an optional article that both
parties determine hereunder as [ 2 ]. 1. Applicable; 2. Not applicable.)


-11- 






 






 




Contract No.: 2009 Tai Ke Ge Ren Bao 

 

 

Maximum Guarantee Contract 

(Natural Person as the Guarantor) 

 

 

 

 

 

China Everbright Bank 




Table of Contents 

	 	Chapter
      1 	General
      Provisions 
	 	 	 
	 	Chapter
      2 	Definitions
      
	 	 	 
	 	Chapter
      3 	Principal
      Creditor's Rights Guaranteed 
	 	 	 
	 	Chapter
      4 	Mode
      of Guarantee 
	 	 	 
	 	Chapter
      5 	Scope
      of Guarantee 
	 	 	 
	 	Chapter
      6 	Term
      of Guarantee 
	 	 	 
	 	Chapter
      7 	Documents
      to Be Provided by the Guarantor 
	 	 	 
	 	Chapter
      8 	Declaration
      and Guarantee of the Guarantor 
	 	 	 
	 	Chapter
      9 	Commitments
      of the Guarantor 
	 	 	 
	 	Chapter
      10 	Nature
      and Validity of Guarantee 
	 	 	 
	 	Chapter
      11 	Events
      of Default 
	 	 	 
	 	Chapter
      12 	Miscellaneous
      
	 	 	 
	 	Chapter
      13 	Law
      applicable and Settlement of Disputes 
	 	 	 
	 	Chapter
      14 	Validation,
      Modification and Termination of the Contract 
	 	 	 
	 	Chapter
      15 	Appendixes
      
	 	 	 
	 	Chapter
      16 	Supplementary
      Articles 






Maximum Guarantee Contract 

(Natural Person as the Guarantor) 

The Guarantor: Lu Chun/Zhu Yiping 
ID No.:
330123197403015038/330123198002104827 
Add: Room 2004, No. 34 Guihua Rd.,
Fuchun Str., Fuyang City, Zhejiang Province/No.102, Dawukeng Rd., Xinmin
Village, Fuchun Str., Fuyang City, Zhejiang Province 
Current Place of
Residence: 
Post Code: 
Phone: 0563-8601888 / 0563-8601888 
Fax:
0563-8023488 / 0563-8023488 
Entrusted Agent: 
(The letter of
authorization signed by the Guarantor must be provided.) 
ID No.: 
Add:

Current Place of Residence: 
Post Code: 
Phone: 
Fax: 

The Accrediting Party: China Everbright Bank Hefei Branch
Banking Department 
Add: No. 200, Changjiang Rd. West, Hefei 
Post
Code: 
Legal Representative / Responsible Person: Li Tangzheng 
Entrusted
agent: 
Responsible Person: 
Phone: 
Fax: 

 




Chapter 2 Definitions 

Article 1 Unless otherwise specified in the context or required
herein to be explained elsewhere, terms in this Contract shall have the
following meanings: 

Main contracts: Refer to the Agreement and other contracts or
agreements on specific credit business signed by and between the Accrediting
Party and the Fiduciary according to the Agreement. 

Specific credit business contracts or agreements: Refer to the
contracts or agreements on specific credit business signed between the
Accrediting Party and the Fiduciary when the Accrediting Party issues
consolidated and unconsolidated credits to the Fiduciary according to the
Agreement, including domestic and foreign currency loan, trade financing,
discounting, letter of credit, letter of guarantee, factoring and guarantee
(generally called “specific credit business”). 

Chapter 3 Principal Creditor's Rights Guaranteed 

Article 2 The principal creditor’s rights guaranteed by the
Guarantor refers to the creditor's rights under all specific credit business
contracts or agreements signed by and between the Accrediting Party and the
Fiduciary according to the Agreement. The maximum principal balance of the
principal creditor’s rights guaranteed is RMB thirty million only. 

The principal creditor’s rights shall be determined in case of
any one of the following circumstances: 

	(1) 	
      The term of creditor’s rights agreed in the main
      contracts expires;

	 	 
	(2) 	
      No creditor’s rights will happen;

	 	 
	(3) 	
      The main contracts are terminated by the Accrediting
      Party and the Fiduciary or this Contract is terminated by the Accrediting
      Party and the Guarantor;

	 	 
	(4) 	
      The Fiduciary is declared of bankruptcy, cancelled,
      suspended, written off or dissolved;

	 	 
	(5) 	
      Other circumstance specified in laws and regulations
      applicable.



Chapter 4 Mode of Guarantee 

Article 3 The guarantee provided by the Guarantor under this
Contract is a kind of guarantee with joint liability. 

Chapter 5 Scope of Guarantee 

Article 4 The guarantee under this Contract covers: Debt
principal, interest (including legal interest, contract interest and default
interest), compound interest, commission charge, penalty, damages, expenses on
realization of creditor’s rights (including but not limited to legal costs, notarial fees and execution fees) and all other expenses under
the main contracts to be repaid or paid by the Fiduciary to the Accrediting
Party (generally called “liabilities guaranteed”). 

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Article 5 Evidences or proofs used by the Accrediting Party for
declaration of any liabilities guaranteed or any accounts payable under this
Contract shall be the final evidence for the debtor-creditor relationship
between both parities and binding on the guarantor, unless there are obvious
errors therein. 

Chapter 6 Term of Guarantee 

Article 6 The term of guarantee on each specific credit
business under the Agreement should be calculated separately, which shall be
valid 2 (two) years after the expiry date of the term for performance of
liabilities by the Fiduciary as agreed in a specific credit business contract or
agreement (or the date of early or unexpected expiry if the specific credit
business contract or agreement is expired in advance as regulated by laws or for
occurrence of events agreed or specified therein). 

Chapter 7 Documents to Be Provided by the Guarantor 

Article 7 The Guarantor shall ensure the Accrediting Party to
receive the following documents offered by the Guarantor before the Fiduciary
uses the specific credit business provided by the Accrediting Party under the
main contracts for the first time: 

	1. 	
      The original copy of this Contract effectively signed by
      the Guarantor or the authorized agent;

	 	 
	2. 	
      ID documents of the Guarantor;

	 	 
	3. 	
      Assets certificates or other materials for proving credit
      status of the Guarantor;

	 	 
	4. 	
      Other documents to be provided by the Guarantor as
      reasonably required by the Accrediting Party.



Copies of the above-listed documents provided must be signed by
the Guarantor or the authorized agent to prove they are authentic, complete and
valid. 

Chapter 8 Declaration and Guarantee of the Guarantor 

Article 8 The Guarantor hereby makes the following declarations
and guarantee to the Accrediting Party: 

	1. 	
      The Guarantor is a natural person with full capacity for
      civil conducts, the full competence and rights to sign and perform the
      Contract and the ability to bear civil responsibilities
    independently.

	 	 
	2. 	
      The Guarantor has read through, fully understands and
      accepts terms and conditions in the main contracts and this Contract, has
      signed and agreed to perform the Contract based on its own willingness.
      All expressions made by the Guarantor under the Contract are true
    and faithful.



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	3. 	
      All documents provided by the Guarantor to the
      Accrediting Party are accurate, authentic, complete and effective, and all
      copies provided are in compliance with the original ones.

	 	 
	4. 	
      Signing and performance this Contract shall not violate
      any other contracts or agreements in which the Guarantor is involved or
      any laws and regulations applicable. Guarantee made by the Guarantor under
      this Contract shall not be subject to any limitations.

	 	 
	5. 	
      The Guarantor has completed or will complete all
      necessary registration, recording or notarial procedures or formalities to
      ensure validity, effectiveness or availability for enforceability of this
      Contract.

	 	 
	6. 	
      This Contract is valid and effective that imposes
      obligations with legal binding on the Guarantor.

	 	 
	7. 	
      Currently, there is no any legal, arbitral or
      administrative procedure that is related to the Guarantor and may cause
      serious and adverse effects on financial status of the Guarantor or its
      ability to perform obligations under this Contract.

	 	 
	8. 	
      The Guarantor has not caused or is not involved in any
      breaches to contracts.



Article 9 Declarations and guarantee hereinabove shall be true
and accurate during the valid term of this Contract, and the Guarantor will
provide additional documents from time to time as required by the Accrediting
Party. 

Chapter 9 Commitments of the Guarantor 

Article 10 The Guarantor shall abide by the following
stipulations before liabilities guaranteed are paid off or liquidated: 

1. In case of any one of the following circumstances, the
Guarantor shall notify the Accrediting Party immediately: 

(1) Any breaches to contracts; 

(2) Any legal, arbitral or administrative procedures related to
the Guarantor or its major assets; 

(3) Sharp decrease in income, loss of source of funds or other
circumstances that causes or may cause the Guarantor to be unable to fulfill
obligations herein; 

(4) Changes in the residential place or contact information of
the Guarantor. 

2. Before liabilities guaranteed herein are paid off or
liquidated, the Guarantor shall not sell, transfer, distribute or dispose its
any major assets by any means during the valid term of this Contract, unless
written permission of the Accrediting Party is obtained in advance. 

3. Before liabilities guaranteed herein are paid off or
liquidated, the Guarantor shall not claim compensation from or claim against any
accounts paid to the Accrediting Party for the Fiduciary or its any other
creditor’s rights on the Fiduciary during the valid term of this Contract,
unless written permission of the Accrediting Party is obtained in advance. 

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4. If the Fiduciary fails to pay any liabilities due guaranteed
herein as scheduled, the Guarantor shall pay the liabilities or debts to the
Accrediting Party for the Fiduciary in the manner required by the Accrediting
Party unconditionally within 7 (seven) working days after receiving the written
notice for payment from the Accrediting Party. 

5. If the Guarantor fails to pay any accounts under this
Contract timely as required by the Accrediting Party, the Accrediting Party has
the right to transfer or draw directly from any accounts opened by the Guarantor
in the Accrediting Party or any branches of the Accrediting Party without notice
to or permission from the Guarantor. 

6. As required by the Accrediting Party, the Guarantor shall
pay or compensate for the following expenses and losses immediately: 

(1) All costs and expenses on fulfillment of rights under this
Contract (including but not limited to legal charges, execution fees and other
actual expenditures); and 

(2) Any other losses of the Accrediting Party caused by
breaches to the Contract on the side of the Guarantor. 

Chapter 10 Nature and Validity of Guarantee 

Article 11 Guarantee hereunder shall be independent of any
other guarantees on guaranteed liabilities obtained by the Accrediting Party.
The Accrediting Party may not execute any other guarantees (whether real or
personal guarantee) held by its own party or take any other remedy measures for
the Fiduciary or any other third parties before execution of rights under this
Contract. 

Chapter 11 Events of Default 

Article 12 Any one of the following events or matters will
result in events of default under this Contract on the side of the Guarantor:


	1. 	
      Any events of default under the main contracts;

	 	 
	2. 	
      Any declarations, guarantees or commitments made by the
      Guarantor herein are proved to be incorrect or untrue;

	 	 
	3. 	
      Any parts of the main contracts become illegal or
      invalid, are terminated or limited for any reasons;

	 	 
	4. 	
      Major legal, arbitral or administrative procedures
      against the Guarantor or related to key / important assets of the
      Guarantor;

	 	 
	5. 	
      The Guarantor fails to fulfill other obligations under
      this Contract or is involved in other events that are believed by the
      Accrediting Party as possible to cause serious and adverse effects on the
      rights of the Accrediting Party hereunder.



Article 13 In case of any events of default hereinabove, the
Accrediting Party shall have the right to take any one or more of the following
measures according to actual conditions: 

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	1. 	
      To take remedies for breach of contract enjoyed by the
      Accrediting Party under the main contracts or this Contract;

	 	 
	2. 	
      To require the Guarantor to bear liabilities for
      guarantee as agreed herein;

	 	 
	3. 	
      To exercise any other rights and benefits on guaranteed
      liabilities enjoyed by the Accrediting Party.



Chapter 12 Miscellaneous 

Article 14 The Guarantor is not allowed to transfer or dispose
any part or all of the obligations hereunder by any means without prior approval
of the Accrediting Party. 

Article 15 Any grace, preference or moratorium provided by the
Accrediting Party for the Guarantor shall not affect, damage or limit any rights
enjoyed by the Accrediting Party according to the Contract, laws and regulations
applicable, or regarded as waiver of any rights and benefits under this
Contract, or affect any responsibilities or obligations of the Guarantor
hereunder. 

Article 16 In case any terms and conditions herein are or
become illegal, invalid or unavailable for execution at any time, the validity,
effectiveness or enforceability of other provisions or articles shall not be
affected or damaged. 

Article 17 The Guarantor shall pay liabilities or debts
guaranteed under this Contract in full, and shall not raise any claims for
offset or attach any conditions or requirements. 

Article 18 Notices or requirements related to this Contract
shall be made in written form and sent to the address or fax number listed in
the first page herein. In case of changes in the address or fax number of either
party, the other party shall be informed on a timely basis. 

Documents shall be deemed to be received on the date of
delivery in case sent by a special person, or deemed to be received on the third
day after the registered mail is forwarded in case sent by registered mail, or
be received at the time of faxing in case sent by facsimile. For documents sent
by the Guarantor to the Accrediting Party, however, it shall be deemed as
delivered at the date when the Accrediting Party receives actually. 

Chapter 13 Laws Applicable and Settlement of Disputes


Article 19 This Contract and all matters related to the
Contract shall be subject to laws of the People’s Republic of China (excluding
laws of Hong Kong, Macao and Taiwan region) and be explained according to the
laws of the People’s Republic of China (excluding laws of Hong Kong, Macao and
Taiwan region). 

Article 20 In case of any disputes during performance of the
Contract or related to this Contract, both parties shall seek for settlement
through friendly consultation, or apply to the people’s court in the location of
the Accrediting Party according to laws in case consultation fails. 

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Chapter 14 Validation, Modification and Termination of the
Contract 

Article 21 This Contract shall become valid and effective after
being signed by the Guarantor or the authorized agent of the Guarantor and
signed or sealed by the legal representative / responsible person of the
Accrediting Party or the authorized agent of the Accrediting Party. 

Article 22 After validation of this Contract, neither party is
allowed to modify or terminate this Contract in advance without approval of the
other party. In case of modification or termination of the Contract, both
parties shall reach a consensus through consultation and sign on a written
agreement. Terms and conditions herein shall remain valid and effective before
the written agreement is reached and signed by and between both parties. 

Chapter 15 Appendixes 

Article 23 In case of any matters not covered herein, the
Guarantor and the Accrediting Party can reach special written agreements as
appendixes to this Contract. The Appendixes are integral parts of this Contract,
equal to terms and conditions herein in legal effect. 

Article 24 Appendixes to this Contract include: 

	1. 	
      

	 	 
	2. 	
      



Chapter 16 Supplementary Articles 

Article 25 This Contract is made in _______ duplicates equal in
legal effect, ____________copy (copies) to the Guarantor and _____________copy
(copies) to the Accrediting Party. 

Article 26 This Contract is signed by and between the Guarantor
and the Accrediting Party in Hefei on Nov. 23, 2009. 

Article 27 Both parties agree to apply for notarization of this
Contract for enforcement or compulsory execution. In case the Fiduciary or the
Guarantor fails to perform any part of liabilities hereunder or other
circumstances for realization of the creditor’s rights or guaranteed rights by
the Accrediting Party as regulated by laws or agreed in this Contract, the
Accrediting Party shall have the right to apply directly to the people’s court
with jurisdiction for enforcement, and the Fiduciary and the Guarantor shall
raise no objections to the application for enforcement raised by the Accrediting
Party according to this Contract. (This is an optional article that both parties
determine hereunder as [_______ ]. 1. Applicable; 2. Not applicable.) 

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