Guaranty Contract of Maximum Amount

1.1

Shenzhen BAK Battery Co., Ltd. (hereinafter referred to as “Obligor”) and the Creditor have entered into the Comprehensive Credit Facility Agreement (reference no.: Shen Shangyin (Shuibei) Shouxin Zi (2006) A110020600016, hereinafter referred to as “Master Agreement”). As requested by the Obligor, the Guarantor undertakes to provide guaranty for the indebtedness of the Obligor under the Master Agreement.

1.2

The guaranty under this Contract shall be guaranty with joint and several liability. The guaranty shall cover all of the loan principal, interest, penalty interest, breach of contract compensation, damages, undertaking fee and all the expenses such as litigation costs, lawyer’s fee, notification costs and public notice costs which are incurred to the Creditor in realizing its creditor’s right.

The maximum loan principal shall be RMB 50 million.

1.3

The guaranty period is from the effective date of this Contract to two years after the expiry of the term of the Master Agreement and relevant agreement entered into under the Master Agreement.

1.4

The guaranty under this Contract is independent. In case that the Obligor provide guaranty to the Creditor, the Guarantor shall continue to assume the full obligation of guaranty for all indebtedness as stated in clause 1.1 of this Contract.

1.5

This Contract is irrevocable. This Contract shall not be influenced by any documentation or agreement entered into by the Obligor and any party, and shall not be influenced by the misuse of the credit facilities, insolvency, bankruptcy, loss of legal person status, amendment of articles of association, cessation of business operation, acquisition, division and merger etc. of the Obligor, nor any change of the profession, position or financial capacity of the Guarantor.

1.6

The effectiveness of this agreement is independent of the Master Agreement. This agreement shall survive the invalidity of the Master Agreement or any of its clauses, or the relevant agreement entered into under the Master Agreement or any of its clauses.

2.1

In case the Obligor fails to repay any of the debts under any of the relevant agreement entered into under the Master Agreement upon the expiry date of such debt (or the date the Creditor declared the maturity of such debt in advance of its original expiry date), the Guarantor undertakes to unconditionally pay such debt to the Creditor within 7 days after the receipt of the notice in writing thereof from the Creditor. Any instrument signed by any authorized person of the Creditor certifying the past due indebtedness shall be deemed as the notification of the Creditor demanding the Guarantor to pay the past due indebtedness.

2.2

The Guarantor irrevocably authorizes the Creditor to directly transfer any amount equaling to the past due indebtedness from any deposit account of the Guarantor to the account of the Creditor. The Creditor shall notify the Guarantor in writing of such transfer, and the Creditor is entitled to demand the Guarantor to pay for the outstanding amount. In the event the amount transferred is not sufficient to pay all the past due indebtedness, such amount shall be used to repay the expenses first, and then interest and principal comes last.