Exhibit 10.46
                                                                     Translation

                         Irrevocable Letter of Guaranty
                    (Applicable to Credit Facility Agreement)

                          No. Jie 2005 Zong 1145042R-1

To: Shenzhen Branch, China Construction Bank

In order to secure the  creditor's  right of your bank, the Guarantor is willing
to provide unconditional and irrevocable guaranty of joint and several liability
for the indebtedness of Shenzhen BAK Battery Co., Ltd.  (hereinafter referred to
as "Obligor") under the Comprehensive  Credit Facility  Agreement (Ref. Jie 2005
Zong  1145042)  entered  into  by  your  bank  and the  Obligor.  The  Guarantor
undertakes that:

Article 1. Creditor's Right to be Secured

The master  agreement  of this letter of  guaranty  includes  the  Comprehensive
Credit Facility Agreement (Ref. Jie 2005 Zong 1145042) and all of its appendixes
including but not limited to all application letter, notification, supplementary
agreement,  all certificate and credence and other legal documents  constituting
the debt  relationship  which are entered into or issued in accordance  with the
aforesaid Comprehensive Credit Facility Agreement.
The creditor's  right to be secured refers to all the creditor's  rights of your
bank under the master agreement.
At any time  during  the valid  period of the credit  facility  under the master
agreement,  your bank may provide  financing  for the Obligor in a revolving and
continuous manner and in accordance with the master agreement  provided that the
remaining  balance of unpaid  debt by the  Obligor  is within the agreed  credit
facility limit.  The Guarantor  shall provide  guaranty to secure the creditor's
right of your bank constituted by the abovementioned financing, regardless of a)
the time and amount of the financing;  and b) whether the performance  period of
each financing is over the valid period of the credit  facility under the master
agreement; and c) whether the term of the financing is extended.



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Article 2. Scope of Guaranty

The guaranty  covers:  all  principals  und eth master  agreement,  all interest
(including  penalty  interest and compound  interest) under the master agreement
and the appendixes and the breach of contract compensation, damages and expenses
incurred in realizing the creditor's right.

Article 3. Method of Guaranty

The  Guarantor  shall  provide the  guaranty of joint and several  liability  of
his/her own will. If there are more than one  Guarantors,  each Guarantor  shall
jointly  provide  guaranty  of joint  and  several  liability  for the  relevant
indebtedness. In case of breach of master agreement by the Obligor, your bank is
entitled  to demand the  Guarantor  to fulfill  his/her  obligation  of guaranty
within the agreed scope.

The Guarantor hereby confirms that in case that the Obligor fails to perform its
obligations  under the master  agreement,  your bank is  entitled  to demand the
Guarantor to fulfill his/her  obligation of guaranty within the agreed scope, no
matter  whether  there  is any  other  methods  of  security  for  the  relevant
indebtedness under the master agreement  (including but not limited to guaranty,
mortgage, pledge, letter of guaranty etc.).

Article 4. Period of Guaranty

The period of guaranty  shall be determined in  accordance  with each  financing
under the master  agreement.  The period of guaranty for each financing shall be
the  start  date  of  each  financing   under  the  master   agreement  and  its
supplementary  agreement  to  the  end  of 2  years  after  the  expiry  of  the
performance  period of the debt.  In case that the  extension  agreement for the
debt is agreed by the Obligor and your bank, the period of guaranty shall end at
the end of 2 years after the expiry of the  extended  performance  period of the
debt.

Article 5. Signature and Amendment of the Master Agreement

Your bank and the Obligor shall determine the amount,  term, interest rate, loan
purpose and obligations  and rights of each party etc. in the master  agreement.


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The Guarantor  hereby  confirms that the obligation of guaranty of the Guarantor
shall not be  affected  by the  amendment  of the  master  agreement  except for
increase of loan amount and extension of the loan term, even without approval by
the Guarantor.
The  obligation  of  guaranty  of the  Guarantor  shall not be  affected  by the
adjustment  of interest rate of the master  agreement  due to regulatory  rules,
even without approval by the Guarantor.

Article 6. Independency

This letter of guaranty is independent from the master  agreement.  The validity
of this letter of guaranty  shall not be affected by the  invalidity  of part or
whole of the  master  agreement.  In case  that  the  master  agreement  becomes
invalid,  the  Guarantor  shall  bear the joint and  several  liability  for the
indebtedness  of the Obligor in form of return of property  or  compensation  of
loss.
The validity of this letter of guaranty  shall not be affected by any  contract,
agreement,  guaranty,  understanding  or dispute  between  your  company and the
Obligor or between the Guarantor and the Obligor.
The  obligation of guaranty of the Guarantor  shall not be decreased or exempted
because   of   the   merger,    division,    share    transformation,    capital
increase/decrease, joint venture, co-management or alteration of company name of
the Obligor during the guaranty period.

Article 7. Undertakings

The property of the  Guarantor is sufficient  to assure the  performance  of the
Guarantor of his/her obligation of guaranty.
The Guarantor shall use all of his/her property  (including the family property)
to assume the  obligation of guaranty.  The Guarantor  shall not dispose of such
property  (in form of creation of pledge,  mortgage  or transfer  etc.)  without
prior  consent  of your  bank  from  the date of  signature  of this  letter  of
guaranty.  Your bank is entitled to purchase insurance for or create mortgage or
pledge  over  such  property  when it is deemed  necessary  by your bank and the
Obligor shall provide all necessary assistance.
The  Guarantor  shall not provide  guaranty  for any other third party which may
exceed the financial capacity of the Guarantor without the prior consent by your
bank. If the  abovementioned  property is not sufficient for the  performance of
the obligation of guaranty, the Guarantor shall settle the gap by other means.



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The Guarantor shall provide the list of all of his/her property to your bank and
your bank is entitled to evaluate the property when necessary at the cost of the
Guarantor.  The Guarantor  undertakes  that he/she has the full ownership of and
full right to dispose of the property listed.

Article 8. Performance of Obligation of Guaranty Before Expiry

During the  guaranty  period,  your bank may  declare  the  indebtedness  of the
Obligor  becomes  mature  due  to  circumstances  stipulated  under  the  master
agreement or  circumstances  which are deemed by your bank as serious  enough to
materially  impair the realization of the creditor's  right of your bank.  Under
such  circumstances,  your  bank  is  entitled  to  demand  the  performance  of
obligation of guaranty by the Guarantor before the expiry date and the Guarantor
shall so act as required by your bank.

Article 9. Transfer of Amount Payable

Your bank is  entitled  to  transfer  directly  to your bank the amount of money
deposited in the account of China  Construction  Bank by the Guarantor  which is
payable by the Guarantor within the scope of guaranty.

Article 10. Miscellaneous

1.   Your bank is entitled to supervise the capital and financial  status of the
     Guarantor  during the guaranty  period and the Guarantor  shall provide all
     necessary materials.
2.   The Guarantor shall supervise the usage of the loan by the Obligor.
3.   The  Guarantor  hereby  authorizes  your bank to handle the  collection  of
     mature  receivables  of the  Guarantor  for  the  Guarantor  and  use  such
     receivables to settle the  indebtedness of the Guarantor owed to your bank,
     when it is deemed necessary by your bank.
4.   The Guarantor  understands the risk of floating interest rate and agrees to
     assume any added obligation of guaranty due to interest rate fluctuation in
     case that the floating interest rate is adopted in the master agreement.

Article 11. Applicable Law and Dispute Settlement

The  applicable  law for this  letter  of  guaranty  shall  be laws of  People's
Republic of China.
Any dispute  arising from the  performance  of this letter of guaranty  shall be
settled  by  negotiation  by the  parties.  In case  that no  settlement  can be
reached,  the dispute  shall be submitted to the People's  Court  located in the
region of your bank.
Both  parties  shall  continue to perform  this  letter of  guaranty  during the
litigation except for the part at issue.

Article 12. Effectiveness

This letter of guaranty shall come into effect once is signed by the Guarantor.

Article 13. This letter of guaranty has four originals.

Article 14. Statement

1.   The Guarantor  understands  clearly the business scope and authorization of
     your bank.
2.   The  Guarantor  has read all clauses of this  letter of guaranty  and fully
     understands the meaning and legal implication of this letter of guaranty.
3.   The Guarantor has the right to sign this letter of guaranty.
4.   The  Guaranor  understands  clearly that the Dapeng  Division  will be the
     engaging  division of your bank.  The engaging  division is authorized  to,
     under the its own name, carry out the performance of (part or whole of) the
     master  agreement  and  this  letter  of  guaranty,   collection  of  debt,
     litigation,  arbitration  and enforcement and is authorized to stamp on the
     relevant materials or credence with the chop of the engaging division.

Guarantor (Signature): Li Xiangqian
ID card no. 620105680808107
Address: 21 D, Yijing Yuan, Tian'an Golf Park, Shenzhen
Fax: 0755-83841596    Tele: 83841696
Date: 19 August 2005



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                    Statement by the Spouse of the Guarantor

I, the spouse of the Guarantor, am fully aware of this letter of guaranty. I
hereby confirm that the property of the Guarantor shall belong to
himself/herself after our marriage and the indebtedness of the Guarantor shall
be born by us jointly and severally. I agree to provide the abovementioned
guaranty based upon the joint property of us.

Signature: __________________________
ID Card No. _________________________
Date: 19 August 2005