Guaranty Contract of Maximum Amount

Guarantor:____________________________

No of business license/ID No:____________________________

Legal Representative/Person in Charge:                                       /                                            

Residential Address:____________________________

Post Code:____________________________

Related Bank of Opening and Account Number:                                        /                                            

Phone:____________________________ Fax:____________________________

Party B: Shenzhen Buji Subbranch of Bank of China Limited

Legal Representative/Person in Charge:                    Jiang Guoliang                          

Residential Address: No 108, Phuket Road, Phuket Town, Longgang District, Shenzhen                        

Phone:        28274825                               Fax:        28270847                        

Post Code:          518112              

In order to ensure that the liabilities described in Article I of the contract can be performed, the guarantor is ready to provide the creditor with assurance. This contract is established based on the equal negotiation between the two sides. Otherwise additional agreements, explanations of clauses in this contract shall depend on the main contract.

Article I Main Contract

Main contract of the contract is as follows:

The creditor with the debtor, Shenzhen Highpower Technology Co., Ltd. signed the Agreement of Line of Credit numbered 050203A Account Guarantee Agreement Issued in 2008 by (Shenzhen Buji Subbranch) Bank of China and the single agreements that have been signed or to be signed based on this agreement, and revisions or supplements are agreed to belong to the main contract of this contract.

Article II Principal Creditor’s Rights and Its Valid Period

Besides the valid period defined by law or agreements, in the following periods the creditor’s rights actually working under the main contract construct the principal creditor’s rights of the contract:

From the day when Agreement of Line of Credit mentioned in Article I comes into force to the day when the line of credit defined in the agreement and its revisions or supplements expires.

Article III Guaranteed Highest Amount of Credit

The summation of the creditor’s rights defined according to the above two articles is the guaranteed highest amount of credit of the contract.

Article IV Guaranteeing Modes

The guaranteeing mode of this contract is No. 1 of the followings:

Article V Occurrence of Guaranteeing Responsibilities

If the debtor does not clean off the debt to the creditor on any normal paying day or advanced day for paying under the main contract, the creditor observes the right to ask the guarantor to bear the guaranteeing responsibilities.

The normal paying day referred in the above article means the day of principal repayments, interest paying day agreed in the main contract or the time when the debtor shall pay any fund to the creditor according to the contract. The advanced paying day mentioned in the above article refers to the paying day put forward by the debtor and agreed by the creditor the paying time in which the creditor requests the debtor to clear off the principal and interest or any other found ahead of time in line with the contract or certain agreement.

In case the main liabilities consists of other collaterals or guarantees besides that of the contract, it does not affect the creditor’s any right and performance under the contract and the guarantor shall not defend the creditor for this reason.

Article VI Guaranteeing Period

The guaranteeing period of the contract is within two years since the expiring date of occurrence period of the principal liabilities specified in Article II of the contract.

During the guaranteeing period, the creditor has the right to require the guarantor to bear the guaranteeing responsibilities for all or part of, a number of or single, together or individual principal creditor’s rights.

Article VII Suit Time Effect of Guaranteeing Liabilities

If the creditor is not repaid under the mode of guaranteeing with responsibilities and the creditor requests the guarantor to bear guaranteeing responsibilities before the expiring date of the guaranteeing period specified in Article VI of the contract, then since the day when the creditor asks the guarantor to bear guaranteeing responsibilities, the guaranteeing liabilities shall start to be calculated and the time effect of suit is workable.

Under the general guaranteeing mode, if the creditor suits the debtor or applies arbitration before the expiring date of the guaranteeing period specified in Article VI of the contract, then from the date of entry into force of adjudication or judgment of arbitration, the guaranteeing liabilities shall start to be calculated and the time effect of suit is workable.

Article VIII Relationship between the Contract and the Main Contract

If the main contract contains Agreement of Line of Credit or General Agreement of Loan Business, in   which the service life of line of credit and the clause of partnership are extended, the written approval of the guarantor is hereby needed; if the guarantor does not agree or rejects, the guarantor only bears the guaranteeing responsibilities for the principal creditor's rights occurring in the service life of the original line of credit or the clause of partnership of the business within the guaranteed highest amount of credit specified in Article III of the contract and the guaranteeing period is also the original one.

As for modifications of the other contents or matters of Agreement of Line of Credit or General Agreement of Loan Business, modifications of the single-agreement under them or of single main contract, the approval of the guarantor is unnecessary, and the guarantor also bears the guaranteeing responsibilities of the modified main contract within the guaranteed highest amount of credit specified in Article III of the contract.

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