Exhibit 10.1


 


 





REF::ZH78191506002


 


  


 


 


 


 


 


Comprehensive
Credit Contract


 


 


 


 






     


     


    

 


 


Directory


 





	 	 
	Chapter one       	Definitions and interpretation
	Chapter two       	The maximum credit limits and Specific line of credit
	Chapter three      	The period of credit
	Chapter four       	Usage of the Maximum Credit Limits and Specific Line of Credit
	Chapter five        	The Fees
	Chapter six         	Adjustment of the Maximum Credit Limits and Specific Line of Credit
	Chapter seven       	Guarantee
	Chapter eight       	Commitment of Party B
	Chapter nine        	Commitment of Party A
	Chapter ten         	Effect of Contract
	Chapter eleven      	Disputes and Resolution
	Chapter twelve      	Integrity of the Contract
	Chapter thirteen    	Supplementary Provisions







 




     


     


    

  


Comprehensive Credit Contract


 


Party A: SPRINGPOWER TECHNOLOGY (SHENZHEN)
CO., LTD


Add: Building A, Industrial Area, Renmin
Road, Guanlan street, Bao'an District, Shenzhen, china


Legal Representative: Pan Dangyu


Tel: 0755-89686236


Fax: 0755-89686819


 


Party B: China
Everbright Bank Shenzhen Shenzhen Branch


Add: No.4,
Zhuzilin road, Futian,Shenzhen,China.


Tel: 0755-81483044


Fax: 0755-28138641


 


In accordance with the relevant laws and
regulations, such as “Republic of China on Commercial Banks” and “Interim Measures of commercial banks authorize
and credit”and“Guidelines for Risk Management of Credit business of Commercial Bank Group's customers”, Based
on equality, voluntariness, the principle of good faith, Party A and Party B make the agreement after the equal consultations,
and both of them are willing to follow all terms of the contract.


 


Part 1 Definitions and interpretation


 


Clause 1 Except as otherwise explained
in the context, the following terms of this agreement are defined as below:


 


Comprehensive credit: Party
B shall provide one or several conditional commitments by credit support to Party A.


 


Specific business: According
to comprehensive credit, Party B shall provide the loans, bank acceptances, trade finance and other specific credit business to
Party A.


 


The maximum credit limits: According
to comprehensive credit, the highest balance of debt principal
by using the specific businesses, Party A can apply to Party B within the validity period of the comprehensive credit agreement.


 


Specific line of credit: According
to the maximum credit limits, the highest balance of debt
principal by using one specific business Party A can apply to Party B within the validity period of the comprehensive credit agreement.


 






     


     


    

 


Used line of credit: According
to specific line of credit, the sum of debt principal by
using one specific outstanding business Party A applied within the validity period of the comprehensive credit agreement.


Specific business contract: The
contract signed by Party A and Party B about the specific using of the business and Line of credit.


 


 


Part 2 The maximum credit limits and
Specific line of credit


 


Clause 2 The maximum credit limits
under this contract (Total local currency and foreign currency , foreign currency are translated into RMB at the benchmark rate
which the date of signing the agreement): RMB20,000,000.00


 


Both parties agree that this Agreement
under the maximum credit limits including the outstanding business of original Comprehensive Credit Agreement (Agreement Number:
_____________________)


 


Clause 3 According to the maximum
credit limits, the specific line of credit is:





Bank acceptances: the specific line of
credit RMB20,000,000.00


 


 





Part 3 The period of credit


 


Clause 4 The period of the maximum
credit limits: from23th Jun 2015 to 22th Jun 2016.


 


The period of the specific business is
determined by the specific contract, but the start date of
the specific business must not exceed the effective use of the deadline of the maximum credit limits.


 


Part 4 Usage of the Maximum Credit Limits
and Specific Line of Credit


 


Clause 5 According to the maximum
credit limits, Party A can apply to use the specific line
of credit once or several times during the period of credit. Party B determines the scope, amount and period of specific business
by the credit situation of Party A based on the credit policy of Party B.


 


Clause 6 Provisions of revolving
usage: During the period of the maximum credit limits, Party
A can revolve the line of credit. The debt of one specific business is paid off, the
same kind of new specific business can be used except that Party B prohibited revolving.


 


Clause 7 Party A and Party B should
sign specific contract for specific business. If the specific business contract is inconsistent with this agreement, it should
be subject to specific business contract. For example, Party A has been identified as customers of the Group under the "Guidelines
for Risk Management of Credit business of Commercial Bank Group's customers" and other relevant laws and regulations.


 






     


     


    




 


Part 5 The Fees


 


Clause 8 According to each specific
business contract, Party A and Party B should conform to the interest rate, exchange rate, fee rate and other fees charged by Party
B in the specific contract.


 


 


Part 6 Adjustment of the Maximum Credit
Limits and Specific Line of Credit


 


Clause 9 Party B has the right to
adjust the maximum credit limits and specific line of credit and the period or end the line of credit when one of the following
things happens:


 


(1) A significant monetary policy change in
the PRC;


 


(2) A severe financial risk occurs or is likely
to occur in borrower’s location;


 


(3) A significant change in borrower’s
business market;


 


(4) The borrower has experienced or will encounter
major operational difficulties or risks;


 


(5) A significant
change in borrower’s corporate structure, such as a merger, acquisition, reorganization, separation, amalgamation or termination,
which the bank believes might affect its ability to collect on the loan;


 


(6) The borrower’s
refusal to accept the bank’s supervision and inspection of the use of loan funds and borrower’s operational and financial
activities;


 


(7) The borrower’s change
in the use of the loan proceeds without the prior consent of the bank, or misappropriation of loan funds, or engagement in illegal
or irregular transactions;


 


(8) The borrower’s providing
of false materials or withholding of important financial or operational facts;


 


(9) The borrower’s transfer
of assets, retrieval of capital, denial of indebtedness;


 


(10) The borrower’s being
considered a “group account” according to the “Commercial Bank Group Guidelines for Customer Credit Risk Management
Business,” or other relevant laws and regulations through related party transactions;


 


(11) The borrower’s violation
of the contractual commitments stipulated in the contract;


 


(12) A guarantor
is in critical shortage of working capital or encounters a major operational difficulty, which negatively affects the guarantor’s
ability to guaranty the loan;


 


(13) Any pledged
object is damaged or lost, which jeopardizes the security and rights of the bank;


 


(14) The emergence of any other circumstance
that the bank determines may affect the bank’s ability to collect on the loan or harm the bank’s rights and benefits;


 


(15) The borrower’s failure to perform
any obligations in a specific business contract.


 






     


     


    

 


Clause 10 After signing the contract,
Party A can apply to adjust specific line of credit in writing. After the written consent of Party B, the contract can be adjusted,
and not subject to the constraints. The written application and written consent are considered to the modification of the part
3, which has the same power of the contract.


 


 


Part 7 Guarantee


 


Clause 11 In order to ensure that
claims under this agreement are satisfied, take the following guaranty methods:


 


The guarantor Shenzhen Highpower Technology
Co., Ltd, Huizhou Highpower Technology Co., Ltd, and Icon Energy System Co., Ltd. And Pan Dangyu and signed “Guaranty Contract
of Maximum Amount”, which number is “GB78191506002-1、GB78191506002-2、GB78191506002-3、GB78191506002-4”
with Party B.


 


Clause 12 In spite of agreed guaranty
method, when both parties are involved in specific business, if Party B deems necessary, Party B also has the right to require
other guarantees from Party A. Party A cannot refuse the requirement because of agreed guarantee in this part.


 


 


Part 8 Commitment of Party B


 


Clause 13 Party A applies to use
the specific credit in accordance with the agreement; Party B should examine and notice the result to Party A in time.


 


 


Part 9 Commitment of Party A


 


Clause 14 Party A should pay off
the debt and fees on time according to the specific business credit.


 


Clause 15 The using of fund under
the specific contract should follow the provisions of the law and the agreement, and accept Party B's examination at any time.


 


Clause 16 During the period of credit,
Party A should submit to Party B true financial statements, truthfully provide major domestic bank, bank account, deposit and loan
balance and other relevant information of the operating conditions.


 






     


     


    

 


Clause 17 If Party A is considered
as a Group Account according to the "Commercial Bank Group guidelines for customer credit risk management business",
or other relevant laws and regulations. During the credit period, Party A shall promptly report to Party B about more than 10%
of net assets associated with the transaction, including but not limited to:


 


(1) The parties to the transaction of the
association;


(2) Trading program and nature of the transaction;


(3) The amount of the transaction or the
corresponding ratio;


(4) Pricing policies (including no amount
or only nominal amounts of transactions)


(5) Requirements of laws, regulations or
other circumstances required by Party B.


 


Clause 18 During the period of credit,
Party A should notice Party B in advance when providing guarantee for third party, which can not affect the ability to pay off
debt.


 


Clause 19 During the period of credit,
Party A has the following obligation: 


(1) If the legal representative or legal
residence, place of business, or the registered capital of a major investment in equity change, Party A shall notice to Party B
within 15 days from the date of change and provide the relevant information.


 


(2) During the credit period, Party A involves
in significant litigation, arbitration or other judicial proceedings, administrative punishment procedures, or a significant change
in operating conditions and financial condition, which may affect the realization of Party B’s debt, Party A shall notify
Party B immediately.





 


(3) During the credit period, any activities
of assets reorganization (such as mergers, acquisitions, discrete), or changes of business, or activities changes the organization,
operation mode, or dissolution, bankruptcy application, should notify Party B two months in advance, and should pay off all the
debts of Party A or perform the debt responsibilities.


 


Clause 20 If Party A fails to the
rule of any specific business contract, then it can be deemed to breach the agreement, and Party B has the right to end the agreement
and require all outstanding claims.


 


Any damages to Party B caused by Party
A’s breach of contract, Party A should assume full obligations.


 


 


Part 10 Effect of Contract


 


Clause 21 This contract comes into
effect when it signed by both parties’ the legal representative or agent or sealed and stamped.


 






     


     


    

 


Part 11 Disputes and Resolution


 


Clause 22 If two parties have a
dispute, amicable settlement is accepted firstly. Necessary action is needed if the consultation fails, either party may apply
to the local court.


 


 


Part 12 Integrity of the Contract


 


Clause 23 Every specific business
contract signed by Party A and Party B is the effective part of this agreement, which make up integrity agreement.


 


Clause 24 If Party A fails to perform
the provisions of any specific business contract, then it can be deemed to breach the agreement, and Party B has the right to end
the agreement and require all outstanding claims.


 


Clause 25 Agreed by Party B, Party
A can authorize all or part of the line of credit under this agreement to other units to use, and name of the unit is authorized
to enter into with the relevant specific business contract signed with Party B, the specific content shall prevail by "credit
line to use the power of attorney" issued by Party A and approved by Party B.





 


Clause 26 In the "line of credit
using the power of attorney" or "buy-back guarantee amount to use the power of attorney", it is not necessary to
clear the specific business of the specific line of credit under Article 3.


 


Clause 27 Party A in the "
power of attorney for using line of credit " must clarify whether the authorized organization can be delegated or not.


 


Clause 28 Matters not covered in
this Agreement, the parties maybe reach a written agreement as an annex to this Agreement which is the integral part of this agreement,
and has the same legal effect.


 


 


Part 13 Supplementary Provisions


 


Clause 29 This agreement is in duplicate,
Party A has one copy, Party B has one copy, which have the same legal effect.


 


Clause 30 This agreement is signed
on June 23, 2015 in Shenzhen.


 


Clause 31 The two parties agreed
to notarize the contract and promise to give the contract enforceability. When the party fails to perform, do not fully comply
with any legal obligations, Party B has the right to direct the people's court having jurisdiction for enforcement. Party A makes
no objection to the enforcement application under the agreement. (Not
applicable)


 






     


     


    

 


Clause 32 If at any time, any provision
of this contract in any way becomes illegitimate, invalid or unenforceable, the legality, validity or enforceability of the other
provisions of this contract is not affected.


 


Clause 33 Under this
agreement In the event of bank acceptance bill business, "bank acceptance agreement" signed by ______________________________
 the specific
operations undertaken by the Branch Office, all the rights and obligations under "banker's acceptance agreement"
borne by. ______________________________
 (Not applicable)





 


 


 


Party A (Stamp)


Signature of legal representative or deputy:


 


 


Party B (Stamp)


Signature of legal representative or deputy: