Exhibit 4.13
 SHARE MORTGAGE
 DATED 13 FEBRUARY 2009
 BETWEEN
 CYBER POWER GROUP LIMITED
as Mortgagor
 and
 GOLD SUN DAY LIMITED
as Mortgagee




---



##### 



CONTENTS
 Clause
    
    Page1. Interpretation
    
    
    12. Creation of Security
    
    
    23. Representations  general
    
    
    34. Restrictions on dealings
    
    
    55. Security Assets
    
    
    66. When Security becomes enforceable
    
    
    87. Enforcement of Security
    
    
    98. Receiver
    
    
    109. Powers of Receiver
    
    
    1010. Application of proceeds
    
    
    1211. Expenses and indemnity
    
    
    1212. Delegation
    
    
    1213. Further assurances
    
    
    1314. Power of attorney
    
    
    1315. Preservation of security
    
    
    1316. Miscellaneous
    
    
    1517. Release
    
    
    1618. Severability
    
    
    1619. Notices
    
    
    1620. Language
    
    
    1721. Amendments and Waivers
    
    
    1822. Set-off
    
    
    1823. Pro-Rata Sharing
    
    
    1824. Changes to the Parties
    
    
    1825. Counterparts
    
    
    1926. Governing law
    
    
    1927. Enforcement
    
    
    19Schedules1. Form of Transfer Documents
    
    
    212. Form of Resignation Letter
    
    
    233. Form of Written Resolutions of Directors
    
    
    244. Form of Authorisation Letter
    
    
    255. Form of Accession Deed
    
    
    26Signatories
    
    
    27




---



##### 



THIS DEED
 (1)
    
    CYBER POWER GROUP LIMITED, a company incorporated under the laws of the British Virgin
Islands with its registered office at PO Box 957, Offshore Incorporation Centre, Road Town,
Tortola, British Virgin Islands and registration number 1438376 (the Mortgagor);(2)
    
    GOLD SUN DAY LIMITEDas security agent for itself and any other Finance Party appointing it
as security agent from time to time (the Mortgagee).
 BACKGROUND:
 (A)
    
    The Mortgagor enters into this Deed in connection with the Credit Agreement and the Guarantee
and Undertaking (as defined below).(B)
    
    The Mortgagor has also executed a Guarantee Acknowledgment in respect of its obligations
under the Guarantee and Undertaking.
 IT IS AGREED
 1.
    
    INTERPRETATION1.1
    
    Definitions
  Accession Deed
 Event of Default
 Finance Document
 Guarantee and Undertaking
 Party
 Receiver
 Related Rights
 (a)
    
    any dividend or interest paid or payable in relation to the Shares; and(b)
    
    any right, money or property (including any shares, stocks, debentures, bonds
or other securities or investments) accruing or offered at any time in relation to the
Shares by way of redemption, substitution, exchange, bonus or preference, under option
rights or otherwise.
 Secured Liabilities
 1




---



##### 



Secured Loan Liabilities
 Security Assets
 Security Period
 Shares
 1.2
    
    Construction(a)
    
    Capitalised terms defined in the Guarantee and Undertaking have, unless expressly defined in
this Deed, the same meaning in this Deed.(b)
    
    The provisions of clause 1.2 (Construction) of the Guarantee and Undertaking apply to this
Deed as though they were set out in full in this Deed, except that references to the Guarantee
and Undertaking will be construed as references to this Deed.(c)
    
    (i) The term Finance Documentincludes all amendments and supplements including supplements
providing for further advances; and(ii) the term this Securitymeans any security created by this Deed.(d)
    
    Any covenant of the Mortgagor under this Deed (other than a payment obligation) remains in
force during the Security Period.(e)
    
    An Event of Default is outstandingif it has occurred and has not been waived by the
Mortgagee in writing.(f)
    
    If the Mortgagee considers that an amount paid to a Finance Party under a Finance Document is
reasonably likely to be avoided or otherwise set aside on the liquidation or provisional
supervision of the payer or otherwise, then that amount will not be considered to have been
unconditionally and irrevocably paid for the purposes of this Deed.(g)
    
    Unless the context otherwise requires, a reference to a Security Asset includes the proceeds
of sale of that Security Asset.
 2.
    
    CREATION OF SECURITY2.1
    
    General
 (a)
    
    All the security created under this Deed:
 (i)
    
    is created in favour of the Mortgagee for itself and as agent and trustee on
trust for the Finance Parties;(ii)
    
    is created over present and future Security Assets of the Mortgagor; and(iii)
    
    is security for the payment and discharge of all the Secured Liabilities.
 2




---



##### 



(b)
    
    If the rights of the Mortgagor under a document cannot be secured without the consent of a
party to that document:
 (i)
    
    the Mortgagor must notify the Mortgagee promptly;(ii)
    
    this Security will secure all amounts which the Mortgagor may receive, or has
received, under that document but exclude the document itself; and(iii)
    
    unless the Mortgagee otherwise requires, the Mortgagor must use reasonable
endeavours to obtain the consent of the relevant party to that document being secured
under this Deed.
 (c)
    
    The Mortgagee holds the benefit of this Deed on trust for itself and the Finance Parties.2.2
    
    SecurityThe Mortgagor as beneficial owner and as continuing security for the payment and
discharge of all Secured Liabilities:
 (a)
    
    mortgages and agree to mortgage, by way of first equitable mortgage all the
Shares in favour of the Mortgagee; and(b)
    
    (to the extent that they are not the subject of the mortgage under paragraph
(a) above) mortgages or charges and agree to mortgage or charge by way of first legal
mortgage or first fixed charge or, as the case may be, assigns or agree to assign
absolutely subject to a proviso for re-assignment on redemption all its interests in
the Related Rights in favour of the Mortgagee.
 3.
    
    REPRESENTATIONS AND WARRANTIES  GENERAL3.1
    
    Representations and warranties
  3.2
    
    Status
  3.3
    
    Powers and authorisations
  3.4
    
    Legal validity
  (a)
    
    constitutes its legally valid, binding and enforceable obligation; and(b)
    
    is in the proper form for its enforcement in the jurisdiction of its
incorporation.
 3.5
    
    Non-conflict
  3




---



##### 



(a)
    
    any law or regulation applicable to it; or(b)
    
    its or any of its Subsidiaries constitutional documents; or(c)
    
    any document which is binding upon it or any of its Subsidiaries or any of its
or any of its Subsidiaries assets.
 3.6
    
    No default
 (a)
    
    No Event of Default is outstanding or will result from the entry into of, or the performance
of any transaction contemplated by, this Deed.(b)
    
    No other event or circumstance is outstanding which constitutes a default under any document
which is binding on it or any of its Subsidiaries to an extent or in a manner which has or is
reasonably likely to have a Material Adverse Effect.
 3.7
    
    Authorisations
  3.8
    
    Stamp duties
  3.9
    
    Immunity
 (a)
    
    The entry into by it of this Deed constitutes, and the exercise by it of its rights and
performance of its obligations under this Deed will constitute, private and commercial acts
performed for private and commercial purposes.(b)
    
    It will not be entitled to claim immunity from suit, execution, attachment or other legal
process in any proceedings taken in its jurisdiction of incorporation in relation to this
Deed.
 3.10
    
    No adverse consequences
 (a)
    
    It is not necessary under the laws of its jurisdiction of incorporation:
 (i)
    
    in order to enable any Finance Party to enforce its rights under this Deed; or(ii)
    
    by reason of the entry into of this Deed or the performance by it of its
obligations under this Deed,
  (b)
    
    No Finance Party is nor will be deemed to be resident, domiciled or carrying on business in
its jurisdiction of incorporation by reason only of the entry into, performance and/or
enforcement of this Deed.
 4




---



##### 



3.11
    
    Jurisdiction/governing law
 (a)
    
    In this Subclause:
 Relevant Jurisdiction
 (i)
    
    its jurisdiction of incorporation;(ii)
    
    any jurisdiction where any asset subject to or intended to be subject to this
Deed is situated;(iii)
    
    any jurisdiction where it conducts its business; and(iv)
    
    the jurisdiction whose laws govern the perfection of this Deed.
 (b)
    
    Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, its:
 (i)
    
    irrevocable submission under this Deed to the jurisdiction of the courts of
Hong Kong;(ii)
    
    agreement that this Deed is governed by Hong Kong law; and(iii)
    
    agreement not to claim any immunity to which it or its assets may be entitled,
are legal, valid and binding under the laws of its Relevant Jurisdiction.
 (c)
    
    Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, the choice of governing law in this Deed
will be recognised and enforced in its Relevant Jurisdiction.(d)
    
    Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under the Finance Documents, any judgment obtained in Hong Kong will be
recognised and be enforceable by the courts of its Relevant Jurisdiction.
 3.12
    
    Nature of security
  3.13
    
    Shares
 (a)
    
    The Shares and, to the extent applicable, the other Security Assets, are fully paid;(b)
    
    The Shares represent the whole of the issued share capital of the HK Key Subsidiary; and(c)
    
    Subject to this Deed, it is the sole legal and beneficial owner of the Security Assets.
 3.14
    
    Times for making representations
 (a)
    
    The representations and warranties set out in this Deed (including in this Clause) are made
on the date of this Deed.(b)
    
    Unless a representation and warranty is expressed to be given at a specific date, each
representation and warranty under this Deed (other than the representations and warranties set
out in Clause 3.8 (Stamp duties) and Clause 3.10 (No adverse consequences)) is deemed to be
repeated by the Mortgagor on each date during the Security Period.
 5




---



##### 



(c)
    
    When a representation is repeated, it is applied to the circumstances existing at the time of
repetition.
 4.
    
    RESTRICTIONS ON DEALINGS
 (a)
    
    The Mortgagor must not:
 (i)
    
    create or permit to subsist any Security Interest on any Security Asset; or(ii)
    
    sell, transfer, licence, lease or otherwise dispose of any Security Asset,
  (b)
    
    The Mortgagor must not do or cause or permit to be done anything which may in any way
depreciate, jeopardise or otherwise adversely affect the Security Assets or this Deed except
as expressly allowed under the Finance Documents.(c)
    
    The Mortgagor must not grant in favour of any person (other than the Mortgagee) any option to
purchase or similar rights in respect of any Security Asset.
 5.
    
    SECURITY ASSETS
 5.1
    
    Deposit(a)
    
    Promptly upon the execution of this Deed, the Mortgagor must deliver to the Mortgagee, or as
the Mortgagee may direct:
 (i)
    
    all certificates and other documents of title or evidence of ownership in
relation to any Security Asset;(ii)
    
    all instruments of transfer and bought and sold notes in substantially the form
of Schedule 1 (Form of Transfer Documents) in respect of any Security Asset, each to
remain undated and duly signed in blank by or on behalf of the Mortgagor and other
documents which may be reasonably requested by the Mortgagee in order to enable the
Mortgagee or its nominees to be registered as the owner or otherwise obtain a legal
title to the Security Assets;(iii)
    
    signed (but undated) letters of resignation of all directors and secretary of
the HK Key Subsidiary substantially in the form of Schedule 2 (Form of Resignation
Letter);(iv)
    
    a signed (but undated) resolution of all the directors of the HK Key Subsidiary
approving the resignation of the directors and the secretary of the HK Key Subsidiary
and the appointment of persons nominated by the Mortgagee as directors and secretary of
the HK Key Subsidiary substantially in the form of Schedule 3 (Form of Written
Resolution of Directors); and(v)
    
    signed (and dated) letters of authorisation of each of the directors and the
secretary of the HK Key Subsidiary substantially in the form of Schedule 4 (Form of
Authorisation Letter) authorising the Mortgagee or any of its officers or nominees to
complete, date and put into effect the letters of resignation of the directors and
secretary referred to in paragraph (iii) above and the resolutions of the directors
referred to in paragraph (iv) above.
 (b)
    
    Forthwith upon any right, money or property (including any share, stock, debenture, bond or
other securities or investments) becoming a Security Asset, the Mortgagor must deliver to the
Mortgagee (or as the Mortgagee may direct) all documents referred to in sub-paragraphs (a)(i)
and (ii) above as if the references to the Security Assets in those sub-paragraphs were
references to such right, money or property.
 6




---



##### 



(c)
    
    Before this Security becomes enforceable, the Mortgagor may only dismiss or remove from
office any person acting as a director or secretary of the HK Key Subsidiary and/or appoint or
accept the appointment of any other person as a director or the secretary of the HK Key
Subsidiary if:
 (i)
    
    the Mortgagor has given not less than seven days prior written notice to the
Mortgagee; and(ii)
    
    the Mortgagee receives the documents referred to in paragraphs (a)(iii) to (v)
above from the relevant person(s) being appointed as director or secretary no later
than three Business Days before the date such appointment becomes effective.
 (d)
    
    Prior to the appointment of any person as a director or the secretary of the HK Key
Subsidiary, the Mortgagor must procure the delivery to the Mortgagee of the documents referred
to in sub-paragraphs (a)(iii) to (v) above as duly signed by the relevant person(s).(e)
    
    After this Security has become enforceable, the Mortgagee shall have the right to complete,
date and put into effect the documents referred to in sub-paragraphs (a)(iii) and (v) and (d)
above and to appoint such person(s) as the Mortgagee shall think fit as directors and
secretary of the HK Key Subsidiary.
 5.2
    
    Changes to rights
  5.3
    
    Calls
 (a)
    
    The Mortgagor must pay all calls or other payments due and payable in respect of any of the
Security Assets.(b)
    
    If the Mortgagor fails to do so, the Mortgagee may pay the calls or other payments on behalf
of the Mortgagor. The Mortgagor must immediately on request reimburse the Mortgagee for any
payment made by the Mortgagee under this Subclause.
 5.4
    
    Other obligations in respect of Security Assets(a)
    
    The Mortgagor must promptly copy to the Mortgagee and comply with all requests for
information which is within its knowledge and (i) which are made under any law or regulation;
(ii) by any listing or other authority or any similar provision; and (iii) any provision
contained in any articles of association or other constitutional document relating to any of
the Security Assets. If it fails to do so, the Mortgagee may elect to provide such
information as it may have on behalf of the Mortgagor.(b)
    
    The Mortgagor must comply with all other conditions and obligations assumed by it in respect
of any of the Security Assets.(c)
    
    Promptly after the execution of this Deed, the Mortgagor shall deliver to the Mortgagee,
evidence that the articles of association of the HK Key Subsidiary have been amended so that
any restriction on the transfer or the registration of the transfer of the shares on
enforcement of this Security has been removed.(d)
    
    The Mortgagee is not obliged to:
 (i)
    
    perform any obligation of the Mortgagor;
 7




---



##### 



(ii)
    
    make any payment, or to make any enquiry as to the nature or sufficiency of any
payment received by it or the Mortgagor; or(iii)
    
    present or file any claim or take any other action to collect or enforce the
payment of any amount to which it may be entitled under this Deed,
  5.5
    
    Voting rights(a)
    
    Until an Event of Default is outstanding:
 (i)
    
    the Mortgagor may continue to exercise the voting rights, powers and other
rights in respect of the Security Assets; and(ii)
    
    all dividends or other income paid or payable in relation to any Security Asset
must be paid in accordance with the provisions of the Guarantee and Undertaking.
  (b)
    
    If an Event of Default is outstanding, the Mortgagee may exercise (in the name of the
Mortgagor and without any further consent or authority on the part of the Mortgagor) any
voting rights and any powers or rights which may be exercised by the legal or beneficial owner
of any Security Assets, any person who is the holder of any Security Assets or otherwise.
 5.6
    
    Making the security effective
  (a)
    
    promptly after execution of this Deed, instruct its registered agent to create
and maintain a Register of Charges for the Mortgagor to the extent this has not already
been done in accordance with Section 162 of the Business Companies Act 2004 of the
British Virgin Islands (the Register of Charges) and to enter particulars as required
by the Business Companies Act 2004 of the British Virgin Islands of the Security
Interests created pursuant to this Deed in the Register of Charges;(b)
    
    promptly after execution of this Deed, instruct its registered agent to effect
registration of this Deed at the Registry of Corporate Affairs pursuant to Section 163
of the Business Companies Act 2004 of the British Virgin Islands; and(c)
    
    promptly but in any event no later than three days following its receipt,
deliver or procure to be delivered to the Mortgagee the certificate of registration
issued by the Registrar of Corporate Affairs and the filed and stamped copy of the
Register of Charges.
 6.
    
    WHEN SECURITY BECOMES ENFORCEABLE6.1
    
    Event of Default
  8




---



##### 



6.2
    
    Discretion
  6.3
    
    Power of sale
  7.
    
    ENFORCEMENT OF SECURITY7.1
    
    No liability as mortgagee in possession
  7.2
    
    Privilege
  7.3
    
    Protection of third parties
  (a)
    
    whether the Secured Liabilities have become payable;(b)
    
    whether any power which the Mortgagee or a Receiver is purporting to exercise
has become exercisable or is being properly exercised;(c)
    
    whether any money remains due under the Finance Documents; or(d)
    
    how any money paid to the Mortgagee or to that Receiver is to be applied.
 7.4
    
    Redemption of prior mortgages
 (a)
    
    At any time after this Security has become enforceable, the Mortgagee may:
 (i)
    
    redeem any prior Security Interest against any Security Asset; and/or(ii)
    
    procure the transfer of that Security Interest to itself; and/or(iii)
    
    settle and pass the accounts of the prior mortgagee, chargee or encumbrancer;
any accounts so settled and passed will be, in the absence of manifest error,
conclusive and binding on the Mortgagor.
 (b)
    
    The Mortgagor must pay to the Mortgagee, immediately on demand, the costs and expenses
incurred by the Mortgagee in connection with any such redemption and/or transfer, including
the payment of any principal or interest.
 9




---



##### 



7.5
    
    Contingencies
  8.
    
    RECEIVER8.1
    
    Appointment of Receiver
 (a)
    
    The Mortgagee may appoint any one or more persons to be a Receiver of all or any part of the
Security Assets if:
 (i)
    
    an Event of Default is outstanding; or(ii)
    
    the Mortgagor so requests the Mortgagee in writing at any time.
 (b)
    
    Any appointment under paragraph (a) above may be by deed, under seal or in writing under its
hand.
 8.2
    
    Removal
  8.3
    
    Remuneration
  8.4
    
    Agent of Mortgagor(a)
    
    A Receiver will be deemed to be the agent of the Mortgagor for all purposes. The Mortgagor
alone is responsible for the contracts, engagements, acts, omissions, defaults and losses of a
Receiver and for liabilities incurred by a Receiver.(b)
    
    No Finance Party will incur any liability (either to the Mortgagor or to any other person) by
reason of the appointment of a Receiver or for any other reason.
 8.5
    
    Relationship with Mortgagee
  9.
    
    POWERS OF RECEIVER9.1
    
    General(a)
    
    A Receiver has all of the rights, powers and discretions set out below in this Clause in
addition to those conferred on it by any law.(b)
    
    If there is more than one Receiver holding office at the same time, each Receiver may (unless
the document appointing him states otherwise) exercise all of the powers conferred on a
Receiver under this Deed individually and to the exclusion of any other Receiver.
 10




---



##### 



9.2
    
    Possession
  9.3
    
    Employees(a)
    
    A Receiver may appoint and discharge managers, officers, agents, accountants, servants,
employees, workmen and others for the purposes of this Deed upon such terms as to remuneration
or otherwise as he thinks fit.(b)
    
    A Receiver may discharge any person appointed by the Mortgagor.
 9.4
    
    Borrow money
  9.5
    
    Sale of assets(a)
    
    A Receiver may sell, exchange, convert into money and realise any Security Asset by public
auction or private contract and generally in any manner and on any terms which he thinks fit.(b)
    
    The consideration for any such transaction may consist of cash, debentures or other
obligations, shares, stock or other valuable consideration and any such consideration may be
payable in a lump sum or by instalments spread over any period which he thinks fit.
 9.6
    
    Compromise
  9.7
    
    Legal actions
  9.8
    
    Receipts
  9.9
    
    Delegation
  9.10
    
    Covenants, guarantees and indemnities
  11




---



##### 



9.11
    
    Acquisitions
  9.12
    
    Protection of assets
  9.13
    
    Other powers
  (a)
    
    do all other acts and things which he may consider desirable or necessary for
realising any Security Asset or incidental or conducive to any of the rights, powers or
discretions conferred on a Receiver under or by virtue of this Deed or law;(b)
    
    exercise in relation to any Security Asset all the powers, authorities and
things which he would be capable of exercising if he were the absolute beneficial owner
of that Security Asset; and(c)
    
    use the name of the Mortgagor for any of the above purposes.
 10.
    
    APPLICATION OF PROCEEDS
 (a)
    
    Any moneys received by the Mortgagee or any Receiver after this Security has become
enforceable must be applied in the order of priority as set out in clause 5.7 (Partial
payments) of the Guarantee and Undertaking.(b)
    
    This Clause is subject to the payment of any claims having priority over this Security. This
Clause does not prejudice the right of any Finance Party to recover any shortfall from the
Mortgagor.
 11.
    
    EXPENSES AND INDEMNITY(a)
    
    The Mortgagor must:
 (i)
    
    immediately on demand pay all costs and expenses (including legal fees)
incurred in connection with this Deed by any Finance Party, Receiver, attorney,
manager, agent or other person appointed by the Mortgagee under this Deed including any
arising from any actual or alleged breach by any person of any law or regulation,
whether relating to the environment or otherwise; and(ii)
    
    keep each of them indemnified against any failure or delay in paying those
costs or expenses.
 (b)
    
    This Clause shall survive any termination of this Deed.
 12




---



##### 



12.
    
    DELEGATION12.1
    
    Power of Attorney
  12.2
    
    Terms
  12.3
    
    Liability
  13.
    
    FURTHER ASSURANCES
  (a)
    
    creating, perfecting or protecting any security intended to be created by this
Deed; or(b)
    
    facilitating the realisation of any Security Asset, or the exercise of any
right, power or discretion exercisable, by the Mortgagee or any Receiver or any of its
delegates or sub-delegates in respect of any Security Asset.
  (i)
    
    the execution of any transfer, conveyance, assignment or assurance of any
property, whether to the Mortgagee or to its nominee; or(ii)
    
    the giving of any notice, order or direction and the making of any registration or renewal,
which, in any such case, the Mortgagee may think expedient.
 14.
    
    POWER OF ATTORNEY
  15.
    
    PRESERVATION OF SECURITY15.1
    
    Continuing security
  13




---



##### 



15.2
    
    Reinstatement(a)
    
    If any discharge (whether in respect of the obligations of any Obligor or any security for
those obligations or otherwise) or arrangement is made in whole or in part on the faith of any
payment, security or other disposition which is avoided or must be restored on insolvency,
liquidation, administration or otherwise without limitation, the liability of the Mortgagor
under this Deed will continue or be reinstated as if the discharge or arrangement had not
occurred.(b)
    
    Each Finance Party may concede or compromise any claim that any payment, security or other
disposition is liable to avoidance or restoration.
 15.3
    
    Waiver of defences
  (a)
    
    any time or waiver granted to, or composition with, any person;(b)
    
    any release of any person under the terms of any composition or arrangement;(c)
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
of, any person;(d)
    
    any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any security;(e)
    
    any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of any person;(f)
    
    any amendment (however fundamental) of a Finance Document or any other document
or security;(g)
    
    any unenforceability, illegality, invalidity or non-provability of any
obligation of any person under any Finance Document or any other document or security
or the failure by any member of the Group to enter into or be bound by any Finance
Document; or(h)
    
    any insolvency or similar proceedings.
 15.4
    
    Immediate recourse(a)
    
    The Mortgagor waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security or
claim payment from any person or file any proof or claim in any insolvency, administration,
winding-up or liquidation proceeding relative to any other Obligor or any other person before
claiming from the Mortgagor under this Deed.(b)
    
    This waiver applies irrespective of any law or provision of a Finance Document to the
contrary.
 15.5
    
    Appropriations
  14




---



##### 



(a)
    
    (i)   refrain from applying or enforcing any other moneys, security or rights
held or received by that Finance Party (or any trustee or agent on its behalf) against
those amounts; or
 (ii)

    apply and enforce the same in such manner and order as it sees
fit (whether against those amounts or otherwise); and
 (b)
    
    hold in a suspense account any moneys received from the Mortgagor or on account
of the liability of the Mortgagor under this Deed.
 15.6
    
    Non-competition
  (a)
    
    the Security Period has expired; or(b)
    
    the Mortgagee otherwise requests,
  (i)
    
    be subrogated to any rights, security or moneys held, received or receivable by
any Finance Party (or any trustee or agent on its behalf);(ii)
    
    be entitled to any right of contribution or indemnity in respect of any payment
made or moneys received on account of the Mortgagors liability under this Deed;(iii)
    
    claim, rank, prove or vote as a creditor of any Obligor or its estate in
competition with any Finance Party (or any trustee or agent on its behalf); or(iv)
    
    receive, claim or have the benefit of any payment, distribution or security
from or on account of any Obligor, or exercise any right of set-off as against any
Obligor.
  15.7
    
    Additional security(a)
    
    This Security is in addition to and is not in any way prejudiced by any other security now or
subsequently held by any Finance Party.(b)
    
    No prior security held by any Finance Party (in its capacity as such or otherwise) over any
Security Asset will merge into this Security.
 15.8
    
    Security held by Mortgagor
  15




---



##### 



16.
    
    MISCELLANEOUS16.1
    
    Covenant to pay
  16.2
    
    New Accounts(a)
    
    If any subsequent charge or other interest affects any Security Asset, a Finance Party may
open a new account with the Mortgagor.(b)
    
    If the Finance Party does not open a new account, it will nevertheless be treated as if it
had done so at the time when it received or was deemed to have received notice of that charge
or other account.(c)
    
    As from that time all payments made to the Finance Party will be credited or be treated as
having been credited to the new account and will not operate to reduce any Secured Liability.16.3
    
    Time deposits
  (a)
    
    this Security has become enforceable; and(b)
    
    no Secured Liability is due and payable,
  16.4
    
    Certificates and determinations
  16.5
    
    Disclosure of information
  17.
    
    RELEASE(a)
    
    At the end of the Security Period, the Finance Parties must, at the request and cost of the
Mortgagor, take whatever action is reasonably necessary to release the Security Assets from
this Security.(b)
    
    Any release in relation to the Mortgagor will be conditional upon no security or payment to
the Mortgagee by or on behalf of the Mortgagor and/or any other Obligor being avoided or
reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws of general
application and will in those circumstances be void.
 18. SEVERABILITY
  16




---



##### 



(a)
    
    the legality, validity or enforceability in that jurisdiction of any other term
of this Deed; or(b)
    
    the legality, validity or enforceability in any other jurisdiction of that or
any other term of this Deed.
 19.
    
    NOTICES19.1
    
    In writing(a)
    
    Any communication in connection with this Deed must be in writing and, unless otherwise
stated, may be given:
 (i)
    
    in person, by post or fax; or(ii)
    
    to the extent agreed by the Parties making and receiving communication, by
e-mail or other electronic communication.
 (b)
    
    For the purpose of this Deed, an electronic communication will be treated as being in
writing.(c)
    
    Unless it is agreed to the contrary, any consent or agreement required under this Deed must
be given in writing.
 19.2
    
    Contact details(a)
    
    Except as provided below, the contact details of each Party for all communications in
connection with this Deed are those notified by that Party for this purpose to the Mortgagee
on or before the date it becomes a Party.(b)
    
    The contact details of the Mortgagor for this purpose are:
 Address:
    
    No. 3055, Fu Xing West Road, Baoding Hebei, PRC 071051Fax number:
    
    +86 312 8929 800E-mail:
    
    mqing@yinglisolar.comAttention:
    
    Ms. Miao Qing
 (c)
    
    The contact details of the Mortgagee for this purpose are:
 Address:
    
    c/o Asia Debt Management Hong Kong Limited1008 ICBC Tower3 Garden Road CentralHong KongFax number:
    
    +852 2147 2813Attention:
    
    Grace Tan / Chris Chan
 (d)
    
    Any Party may change its contact details by giving five Business Days notice to the other
Party.(e)
    
    Where a Party nominates a particular department or officer to receive a communication, a
communication will not be effective if it fails to specify that department or officer.19.3
    
    Effectiveness(a)
    
    Except as provided below, any communication in connection with this Deed will be deemed to be
given as follows:
 (i)
    
    if delivered in person, at the time of delivery;
 17




---



##### 



(ii)
    
    if posted, five Business Days after being deposited in the post, postage
prepaid, in a correctly addressed envelope;(iii)
    
    if by fax, when received in legible form; and(iv)
    
    if by e-mail or any other electronic communication, when received in legible
form.
 (b)
    
    A communication given under paragraph (a) above but received on a non-Business Day or after
business hours in the place of receipt will only be deemed to be given on the next Business
Day in that place.(c)
    
    A communication to the Mortgagee will only be effective on actual receipt by it.20.
    
    LANGUAGE
  21.
    
    AMENDMENTS AND WAIVERS21.1
    
    Procedures
  21.2
    
    Waivers and remedies cumulative
  (a)
    
    may be exercised as often as necessary;(b)
    
    are cumulative and not exclusive of its rights under the general law; and(c)
    
    may be waived only in writing and specifically.
  22.
    
    SET-OFF
  23.
    
    PRO-RATA SHARING
  18




---



##### 



24. CHANGES TO THE PARTIES
 24.1 The Mortgagor
  24.2
    
    The Finance Parties(a)
    
    The Mortgagor consents to any assignment, transfer, novation or sub-participation of a
Finance Document under a Finance Document.(b)
    
    Any reference in this Deed to a Finance Party includes a new Finance Party under any Finance
Document.(c)
    
    Any new Finance Party under any Finance Document shall enter into and deliver an accession
deed substantially in the form of Schedule 5 (Form of Accession Deed) to this Deed in the
capacity stated in such accession deed.
 25.
    
    COUNTERPARTS
  26.
    
    GOVERNING LAW
  27.
    
    ENFORCEMENT27.1
    
    Jurisdiction
 (a)
    
    The Hong Kong courts have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Deed.(b)
    
    The Hong Kong courts are the most appropriate and convenient courts to settle any such
dispute arising out of or in connection with this Deed. The Mortgagor agrees not to argue to
the contrary and waives objection to those courts on the grounds of inconvenient forum or
otherwise in relation to proceedings in connection with this Deed.(c)
    
    This Clause is for the benefit of the Finance Parties only. To the extent allowed by law,
the Finance Parties may take:
 (i)
    
    proceedings in any other court; and(ii)
    
    concurrent proceedings in any number of jurisdictions.
 (d)
    
    References in this Clause to a dispute in connection with this Deed includes any dispute as
to the existence, validity or termination of this Deed.
 27.2
    
    Service of process(a)
    
    The Mortgagor irrevocably appoints the HK Key Subsidiary as its agent under this Deed for
service of process in any proceedings before the Hong Kong courts in connection with this
Deed.(b)
    
    If any person appointed as process agent under this Clause is unable for any reason to so
act, the Mortgagor must immediately (and in any event within five days of the event taking
place) appoint
 19




---



##### 



(c)
    
    The Mortgagor agrees that failure by a process agent to notify it of any process will not
invalidate the relevant proceedings.(d)
    
    This Clause does not affect any other method of service allowed by law.27.3
    
    Waiver of immunity
  (a)
    
    agrees not to claim any immunity from proceedings brought by a Finance Party
against it in relation to a Finance Document and to ensure that no such claim is made
on its behalf;(b)
    
    consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and(c)
    
    waives all rights of immunity in respect of it or its assets.
 27.4
    
    Waiver of trial by jury
   20




---



##### 



SCHEDULE 1
 FORM OF TRANSFER DOCUMENTS
 PART 1
 FORM OF INSTRUMENT OF TRANSFER
 INSTRUMENT
OF TRANSFER
 CYBER
LIGHTING HOLDING COMPANY LIMITED
 We,
    
    
    
    
    
    Cyber Power Group Limitedofin consideration of the Sum ofpaid to us by (name in full)(occupation)of (full address)(hereinafter called the said Transferee) do hereby transfer to the said Transferee the
 ordinary Cyber Lighting
Holding Company Limited
   Witness to the signature(s) of the Transferor
    
    
    ))Name
    
    
    
    
    ))Address
    
    
    
    
    )))
    
    
    Cyber Power Group Limited)
    
    
    (Transferor))Signature:
    
    
    
    
    )Witness to the signature(s) of the Transferee
    
    
    ))Name
    
    
    
    
    )
))Address
    
    
    
    
    )))))Signature:
    
    
    )
    
    
    (Transferee)
 21




---



##### 



PART 2
 FORM OF BOUGHT AND SOLD NOTE
 SOLD NOTE
 Name of Purchaser (Transferee):
 Address:
 Occupation:
 Name of Company in which the shares to be transferred:
    
    Cyber Lighting Holding Company Limited
 Number of Shares:
    
    
    
    of
    
    
    
    each
 Consideration Received:
 Cyber Power Group LimitedTransferor
 Dated :
 
 BOUGHT NOTE
 Name of Seller (Transferor):
    
    Cyber Power Group Limited
 Address:
 Occupation:
    
    body corporate
 Name of Company in which the shares to be transferred:
    
    Cyber Lighting Holding Company Limited
 Number of Shares:
    
    
    
    of
    
    
    
    each
 Consideration Paid:
 Transferee
 Dated:
 22




---



##### 



SCHEDULE 2
 FORM OF RESIGNATION LETTER
 [to be left blank]
 Company
  Resignation
  1.
    
    [I/We] have no claims whatsoever against the Company or any of its subsidiaries or associated
companies (if any) on any account (whether for compensation, for loss of office, for accrued
remuneration or for fees or otherwise howsoever); and2.
    
    there is no outstanding agreement or arrangement with the Company or any of its subsidiaries
or associated companies (if any) under which the Company or any of such subsidiaries or
associated companies has or would have any obligation to [me/us] whether now or in the future
or under which [I/We] would derive any benefit.
 [SIGNED, SEALED and DELIVERED
    
    
    )as a DEEDby
    
    
    )[name of director/secretary]
    
    
    )in the presence of:
    
    
    )Witness:]OR[SEALEDwith the COMMON SEALof
    
    
    )[name of director/ secretary]
    
    
    )and signed by
    
    
    )[director]
    
    
    )[director/secretary]
    
    
    )in the presence of:
    
    
    )
 23




---



##### 



SCHEDULE 3
 FORM OF WRITTEN RESOLUTIONS OF DIRECTORS
 Cyber Lighting Holding Company Limited (the Company)
 WRITTEN RESOLUTION OF ALL THE DIRECTORS
 CHANGES IN DIRECTORS
  to be left blank
  to be left blank
 CHANGES IN SECRETARY
  to be left blank
  to be left blank
 COMPANIES REGISTRY
  [all the directors of the Company to state their names and sign]
 to be left blank
 24




---



##### 



SCHEDULE 4
 FORM OF AUTHORISATION LETTER
    Share Mortgage dated [13] February 2009 between Cyber Power Group Limited and Gold Sun Day Limited
(the Security Document)
  1.
    
    the attached resignation letter signed by [me/us];[2.
    
    the attached resolution signed by [me/us]; and3.
    
    any other document signed by [me/us] and delivered pursuant to the Security
Document,]1
  [SIGNED, SEALED and DELIVERED
    
    
    )as a DEEDby
    
    
    )[name of relevant director]
    
    
    )in the presence of
    
    
    )Witness:]OR[SEALEDwith the COMMON SEAL of
    
    
    )[            ]
    
    
    )and signed by
    
    
    )[director]
    
    
    )[director/secretary]in the presence of:]
    
    
    )
 
 1
    
    delete if not applicable 25




---



##### 



SCHEDULE 5
 FORM OF ACCESSION DEED
     CYBER POWER GROUP LIMITED
 Share Mortgage dated 13 February 2009  Security Document
       
   26




---



##### 



SIGNATORIES
 Mortgagor
 EXECUTED AS A DEED
    
    
    )for and on behalf of
    
    
    )
    
    
    /s/ Zongwei LiCYBER POWER GROUP LIMITED
    
    
    )
    
    
    Duly Authorised Signatory))
    
    
    Name: Zongwei (Bryan Li)))
    
    
    Title: Chief Financial Officerin the presence of:
    
    
    )




---



##### 



Mortgagee
 GOLD SUN DAY LIMITED