HPJ [Highpower International] 10-Q:

Ticker: HPJ, Company: Highpower International, Inc., Type: 10-Q, Date: 2019-08-13, XBRL Interactive Financials
Original SEC Filing: Click here


Webplus: HPJ/20190813/10-Q_1/1/000.htm SEC Original: tv527142_10q.htm



10-Q 1 tv527142_10q.htm FORM 10-Q

Non-accelerated filerx Smaller reporting companyx
Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes¨     Nox

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 HPJ Nasdaq Stock Market LLC (Nasdaq Global Market)
Preferred Stock Purchase Rights HPJ Nasdaq Stock Market LLC (Nasdaq Global Market)

The registrant had 15,690,533 shares of common stock, par value $0.0001 per share, outstanding as of August 13, 2019.

HIGHPOWER INTERNATIONAL, INC.

FORM10-Q

FOR THE QUARTERLY PERIOD ENDED June 30, 2019

INDEX

Page
Part I Financial Information
Item 1. Consolidated Financial Statements
(a) Condensed Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018 2
(b) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited) 4
(c) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited) 5
(d) Condensed Consolidated Statements of Change in Equity for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited) 6
(e) Notes to Condensed Consolidated Financial Statements (Unaudited) 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item 4. Controls and Procedures 24
Part II Other Information
Item 1. Legal Proceedings 25
Item 1A. Risk Factors 25
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 25
Item 3. Default Upon Senior Securities 25
Item 4. Mine Safety Disclosures 25
Item 5. Other Information 25
Item 6. Exhibits 29
Signatures 31

1

Item 1. Consolidated Financial Statements

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

June 30, December 31,
2019 2018
(Unaudited)
$ $
ASSETS
Current Assets:
Cash 18,092,242 24,916,484
Restricted cash 29,154,304 44,495,633
Accounts receivable, net 68,999,026 77,279,817
Amount due from a related party 146,119 477,663
Notes receivable 3,664,108 256,712
Advances to suppliers 463,891 2,292,843
Prepayments and other receivables 6,419,803 10,457,789
Inventories 51,980,426 54,790,461
Total Current Assets 178,919,919 214,967,402
Property, plant and equipment, net 65,089,990 56,523,177
Long-term prepayments 2,373,543 2,617,419
Land use right, net 2,406,173 2,445,751
Other assets 770,717 643,128
Deferred tax assets, net 935,443 865,370
Long-term investments 8,387,618 9,993,852
Right-of-use assets 10,213,704 -
TOTAL ASSETS 269,097,107 288,056,099
LIABILITIES AND EQUITY
LIABILITIES
Current Liabilities:
Accounts payable 64,413,566 66,486,690
Deferred government grants 680,915 464,206
Short-term loans 24,662,933 24,856,744
Non-financial institution borrowing - 8,761,426
Notes payable 60,168,272 73,607,284
Foreign exchange derivative liabilities 932,378 521,509
Amount due to related parties 101,869 6,116,851
Other payables and accrued liabilities 21,818,077 25,860,703
Income taxes payable 3,394,112 4,124,719
Lease liabilities, current 2,334,110 -
Total Current Liabilities 178,506,232 210,800,132
Long-term payable 359,033 -
Lease liabilities, non current 8,040,487 -
TOTAL LIABILITIES 186,905,752 210,800,132
COMMITMENTS AND CONTINGENCIES - -

See notes to condensed consolidated financial statements

2

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

June 30, December 31,
2019 2018
(Unaudited)
$ $
EQUITY
Stockholders’ equity
Preferred stock
(Par value: $0.0001, Authorized: 10,000,000 shares, Issued and outstanding: none) - -
Common stock
(Par value: $0.0001, Authorized: 100,000,000 shares, 15,567,953 shares issued and outstanding at June 30, 2019 and 15,559,658 at December 31, 2018, respectively) 1,557 1,556
Additional paid-in capital 14,257,469 13,863,282
Statutory and other reserves 8,012,052 8,012,052
Retained earnings 61,169,856 56,173,912
Accumulated other comprehensive loss (1,249,579 ) (794,835 )
TOTAL EQUITY 82,191,355 77,255,967
TOTAL LIABILITIES AND EQUITY 269,097,107 288,056,099

See notes to condensed consolidated financial statements

3

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Stated in US Dollars)

Three months ended

June 30,

Six months ended

June 30,

2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
Net sales 75,807,093 64,923,960 133,920,573 114,707,413
Cost of sales (57,436,018 ) (53,614,034 ) (102,888,969 ) (95,831,160 )
Gross profit 18,371,075 11,309,926 31,031,604 18,876,253
Research and development expenses (4,380,399 ) (3,592,760 ) (7,367,108 ) (6,154,597 )
Selling and distribution expenses (3,279,570 ) (2,121,650 ) (6,072,432 ) (4,096,746 )
General and administrative expenses (5,027,418 ) (3,910,188 ) (9,850,907 ) (8,024,998 )
Foreign currency transaction gain (loss) 1,213,623 1,670,932 (37,272 ) 656,239
Total operating expenses (11,473,764 ) (7,953,666 ) (23,327,719 ) (17,620,102 )
Income from operations 6,897,311 3,356,260 7,703,885 1,256,151
Changes in fair value of foreign exchange derivatives (996,012 ) (1,125,140 ) (608,912 ) (421,425 )
Government grants 729,204 988,679 950,639 1,318,499
Other income 15,550 56,581 82,248 80,142
Equity in (loss) earnings of investees (1,177,639 ) 160,070 (1,595,843 ) 316,320
Interest expenses, net (38,675 ) (312,814 ) (509,098 ) (554,666 )
Income before taxes 5,429,739 3,123,636 6,022,919 1,995,021
Income taxes expenses (741,516 ) (409,321 ) (1,026,975 ) (399,642 )
Net income 4,688,223 2,714,315 4,995,944 1,595,379
Comprehensive income
Net income 4,688,223 2,714,315 4,995,944 1,595,379
Foreign currency translation loss (2,160,506 ) (4,168,216 ) (454,744 ) (1,331,660 )
Comprehensive income (loss) 2,527,717 (1,453,901 ) 4,541,200 263,719
Earnings per share of common stock
- Basic 0.30 0.17 0.32 0.10
- Diluted 0.30 0.17 0.32 0.10
Weighted average number of common stock outstanding
- Basic 15,567,953 15,556,361 15,567,220 15,533,139
- Diluted 15,626,265 15,629,413 15,615,590 15,619,771

See notes to condensed consolidated financial statements

4

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

Six Months Ended June 30,
2019 2018
(Unaudited) (Unaudited)
$ $
Cash flows from operating activities
Net income 4,995,944 1,595,379
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 3,616,314 3,003,872
Bad debt expense 93,576 (472,799 )
Loss on disposal of property, plant and equipment 94,147 159,458
Impairment of plant and equipment 75,783 -
Deferred taxes (73,794 ) (498,878 )
Changes in fair value of foreign exchange derivatives 608,912 955,790
Equity in loss (earnings) of investees 1,595,843 (316,320 )
Share based compensation 394,188 488,117
Changes in operating assets and liabilities:
Accounts receivable 8,198,062 (3,877,577 )
Notes receivable (3,459,522 ) 986,591
Advances to suppliers 1,848,529 (2,154,883 )
Prepayments and other receivables 4,064,320 (4,921,059 )
Amount due from a related party 334,879 740,408
Amount due to related parties (138,767 ) -
Inventories 2,668,278 (27,915,901 )
Accounts payable (7,588,132 ) 21,683,401
Deferred government grants 221,572 469,895
Other payables and accrued liabilities (3,379,969 ) 3,578,815
Income taxes payable (727,876 ) (1,140,753 )
Net cash flows provided by (used in) operating activities 13,442,287 (7,636,444 )
Cash flows from investing activities
Acquisitions of plant and equipment (6,700,225 ) (5,681,723 )
Payment for long-term investment (310,201 ) (328,927 )
Net cash flows used in investing activities (7,010,426 ) (6,010,650 )
Cash flows from financing activities
Proceeds from short-term bank loans 14,771,485 15,664,587
Repayments of short-term bank loans (14,882,292 ) -
Proceeds from a related party 2,954,297 -
Repayment of loan from a related party (8,589,619 ) -
Repayments of non-financial institution borrowing (8,862,891 ) (1,566,318 )
Proceeds from notes payable 58,314,662 53,584,205
Repayments of notes payable (71,701,335 ) (55,920,682 )
Payment of derivative instruments (190,062 ) -
Net cash flows (used in) provided by financing activities (28,185,755 ) 11,761,792
Effect of foreign currency translation on cash (411,677 ) (1,130,850 )
Net decrease in cash and restricted cash (22,165,571 ) (3,016,152 )
Cash and restricted cash- beginning of year 69,412,117 40,456,117
Cash and restricted cash- end of year 47,246,546 37,439,965
Supplemental disclosures for cash flow information:
Cash paid for:
Income taxes 1,960,545 2,039,273
Interest expenses 1,394,561 1,002,653
Non-cash investing and financing activities:
Shares issued for legal case settlement - 212,500
Purchase of plant and equipment financed by accounts payable 5,715,931 -
Reconciliation of cash and restricted cash:
Cash 18,092,242 7,280,576
Restricted cash 29,154,304 30,159,389
Total cash and restricted cash shown in the condensed consolidated statements of cash flows 47,246,546 37,439,965

See notes to condensed consolidated financial statements

5

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY

(Stated in US Dollars)

Accumulated
Additional Statutory other
Common stock paid-in and other Retained comprehensive
Shares Amount capital reserves earnings income (loss) Total
$ $ $ $ $ $
Balance, January 1, 2018 15,509,658 1,551 12,709,756 6,549,815 44,481,568 3,469,495 67,212,185
Foreign currency translation adjustments - - - - - 2,836,556 2,836,556
Share-based compensation expenses - - 241,421 - - - 241,421
Net loss - - - - (1,118,936 ) - (1,118,936 )
Balance, March 31, 2018 15,509,658 1,551 12,951,177 6,549,815 43,362,632 6,306,051 69,171,226
Shares issued for legal case settlement 50,000 5 212,495 - - - 212,500
Foreign currency translation adjustments - - - - - (4,168,216 ) (4,168,216 )
Share-based compensation expenses - - 246,696 - - - 246,696
Net income - - - - 2,714,315 - 2,714,315
Balance, June 30, 2018 15,559,658 1,556 13,410,368 6,549,815 46,076,947 2,137,835 68,176,521
Balance, January 1, 2019 15,559,658 1,556 13,863,282 8,012,052 56,173,912 (794,835 ) 77,255,967
Exercise of the warrants 8,295 1 (1 ) - - - -
Foreign currency translation adjustments - - - - - 1,705,762 1,705,762
Share-based compensation expenses - - 204,602 - - - 204,602
Net income - - - - 307,721 - 307,721
Balance, March 31, 2019 15,567,953 1,557 14,067,883 8,012,052 56,481,633 910,927 79,474,052
Foreign currency translation adjustments - - - - - (2,160,506 ) (2,160,506 )
Share-based compensation expenses - - 189,586 - - - 189,586
Net income - - - - 4,688,223 - 4,688,223
Balance, June 30, 2019 15,567,953 1,557 14,257,469 8,012,052 61,169,856 (1,249,579 ) 82,191,355

See notes to condensed consolidated financial statements

6

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

1. Organization

The consolidated financial statements include the financial statements of Highpower International, Inc. ("Highpower") and its 100%-owned subsidiary Hong Kong Highpower Technology Company Limited (“HKHTC”), HKHTC’s wholly-owned subsidiary Shenzhen Highpower Technology Company Limited (“SZ Highpower”), SZ Highpower’s and HKHTC’s jointly owned subsidiaries, Springpower Technology (Shenzhen) Company Limited (“SZ Springpower”) and Icon Energy System Company Limited (“ICON”) and SZ Highpower’s and SZ Springpower’s jointly owned subsidiary Huizhou Highpower Technology Company Limited (“HZ HTC”). Highpower and its direct and indirect wholly owned subsidiaries are collectively referred to as the "Company".

2. Summary of significant accounting policies

Basis of presentation

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The interim financial information should be read in conjunction with the Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 28, 2019.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s consolidated financial position as of June 30, 2019, its consolidated results of operations for the three and six months ended June 30, 2019, cash flows for the six months ended June 30, 2019 and change in equity for the three and six months ended June 30, 2019, as applicable, have been made. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2019 or any future periods.

Concentrations of credit risk

One major customer accounted for 12.7% and 12.2% of the total sales for the three and six months ended June 30, 2019, respectively. No customer accounted for over 10% or more of the total sales during the three and six months ended June 30, 2018.

One supplier accounted for 12.1% and 12.2% of the total purchase amount during the three and six months ended June 30, 2019, respectively. One supplier accounted for 12.0% and 13.3% of the total purchase amount during the three and six months ended June 30, 2018, respectively.

One customer accounted for 16.4% of the accounts receivable as of June 30, 2019. No customer accounted for 10% or more of the accounts receivable as of December 31, 2018.

Recently issued accounting standards

On February 25, 2017, the FASB issued ASU 2016-02, Leases (Topic 842). It requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset (“ROU asset) representing its right to use the underlying asset for the lease term. We adopted this guidance in the first quarter of 2019 using the modified retrospective approach, electing the package of practical expedients, and the practical expedient to not separate lease and non-lease components for data center operating leases. We also elected the optional transition method that permits adoption of the new standard prospectively, as of the effective date, without adjusting comparative periods presented.

See Note 7 for disclosure required by ASC 842.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

7

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

3. Revenue Recognition

The Company follows the guidance under ASC 606 effective January 1, 2018. The following table disaggregates product sales by business segment and by geography, which provides information as to the major source of revenue. See Note 16 for additional description of the reportable business segments and the products being sold in each segment.

Three months ended June 30, 2019 Six months ended June 30, 2019
Lithium
Business
Ni-MH Batteries
and Accessories
Consolidated Lithium
Business
Ni-MH Batteries
and Accessories
Consolidated
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $ $ $
Primary Geographic Markets
China Mainland 26,502,519 3,641,324 30,143,843 49,567,039 8,547,839 58,114,878
Asia, others 33,804,072 1,911,993 35,716,065 50,815,302 7,971,477 58,786,779
Europe 1,501,876 7,487,090 8,988,966 2,905,190 10,704,107 13,609,297
North America 446,867 511,352 958,219 1,697,970 1,577,775 3,275,745
Others - - - - 133,874 133,874
Total sales 62,255,334 13,551,759 75,807,093 104,985,501 28,935,072 133,920,573

The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations (i) contracts that have an original expected length of one year or less; and (ii) contracts where revenue is recognized as invoiced.

The Company does not have amounts of contract assets since revenue is recognized as control of goods is transferred. The contract liabilities consist of advance payments from customers. The contract liabilities are reported in a net position on a customer-by-customer basis at the end of each reporting period. All contract liabilities are expected to be recognized as revenue within one year and are included in other payables and accrued liabilities in the condensed consolidated balance sheets.

4. Accounts receivable, net

June 30, December 31,
2019 2018
(Unaudited)
$ $
Accounts receivable 69,152,027 77,340,837
Less: allowance for doubtful accounts 153,001 61,020
68,999,026 77,279,817

5. Inventories

June 30, December 31,
2019 2018
(Unaudited)
$ $
Raw materials 20,577,090 25,952,099
Work in progress 10,619,229 10,192,772
Finished goods 20,560,649 18,348,119
Packing materials 33,291 14,394
Consumables 190,167 283,077
51,980,426 54,790,461

8

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

6. Property, plant and equipment, net

June 30, December 31,
2019 2018
(Unaudited)
$ $
Cost
Construction in progress 8,615,548 6,991,889
Furniture, fixtures and office equipment 8,011,061 7,221,527
Leasehold improvement 7,707,640 7,090,162
Machinery and equipment 49,048,270 40,316,428
Motor vehicles 1,574,860 1,508,398
Buildings 19,101,682 19,166,951
94,059,061 82,295,355
Less: accumulated depreciation 28,969,071 25,772,178
65,089,990 56,523,177

The construction in process represented buildings and machines under construction or testing as of June 30, 2019 and December 31, 2018.

The Company recorded depreciation expenses of $1,858,661 and $1,499,538 for the three months ended June 30, 2019 and 2018, respectively, and $3,559,595 and $2,945,238 for the six months ended June 30, 2019 and 2018, respectively.

During the six months ended June 30, 2019, the Company deducted deferred government grants of $nil on the carrying amount of property, plant and equipment. During the year ended December 31, 2018, the Company deducted deferred government grants of $75,584 in calculating the carrying amount of property, plant and equipment.

The buildings comprising the Huizhou facilities were pledged as collateral for bank loan. The net carrying amounts of the buildings were $8,392,542 and $8,536,246 as of June 30, 2019 and December 31, 2018, respectively.

The building located in Shenzhen, Guangdong was pledged as collateral for bank loans. The net carrying amount of the building was $340,901 and $353,752 as of June 30, 2019 and December 31, 2018, respectively.

9

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

7. Leases

The Company has various non-cancelable lease agreements for certain of the warehouses and accommodations with original lease periods expiring between 2019 and 2024. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Certain of the arrangements have free rent periods or escalating rent payment provisions. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheets. The Company recognizes rental expense on a straight-line basis over the lease term.

The following table provides a summary of leases by balance sheet location as of June 30, 2019:

Balance Sheet Location June 30, 2019
(Unaudited)
$
Assets
Operating Right-of-use assets 10,213,704
Total leased assets 10,213,704
Liabilities
Operating - current Lease Liabilities, current 2,334,110
Operating - non current Lease liabilities, non current 8,040,487
Total lease liabilities 10,374,597

The components of lease expense for the three and six months ended June 30, 2019 were as follows:

Statement of Income Location Three months ended
June 30, 2019
Six months ended
June 30, 2019
(Unaudited) (Unaudited)
$ $
Lease Costs
Operating lease expense Cost of sales, Selling and distribution expenses, General and administrative expenses, Research and development expenses 764,149 1,521,856
Total net lease costs 764,149 1,521,856

Maturity of lease liabilities under the non-cancelable operating leases as of June 30, 2019 were as follows:

Operating
(Unaudited)
$
Remaining 2019 1,281,201
2020 3,189,784
2021 3,361,853
2022 2,596,847
2023 980,182
2024 167,850
Total lease payments 11,577,717
Less: interest 1,203,120
Present value of lease liabilities 10,374,597

10

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

7. Leases (continued)

Future minimum rental payments under the non-cancelable operating leases as of December 31, 2018 were as follows:

Leases (1)
$
2019 2,288,437
2020 1,790,861
2021 1,621,298
2022 668,792
6,369,388

(1) Amounts are based on ASC 840, Leases that was superseded upon our adoption of ASC 842, Leases on January 1, 2019.

The following table provides a summary of the lease terms and discount rates as of June 30, 2019:

June 30, 2019
Weighted Average Remaining Lease Term
Operating leases 3.52 years
Weighted Average Discount Rate
Operating leases 6.18 %

As most of the leases do not provide an implicit rate, the Company use the incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments.

Supplemental information related to the leases for the three and six months ended June 30, 2019 is as follows:

Three months ended
June 30, 2019
Six months ended
June 30, 2019
(Unaudited) (Unaudited)
$ $
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases 732,090 1,358,235

11

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

8. Long-term investments

June 30, 2019 December 31, 2018
(Unaudited)
$ Interest
%
$ Interest
%
Equity method investments
-Ganzhou Highpower Technology Company Limited (“GZ Highpower”) (1) 6,188,223 31.294 % 7,683,900 31.294 %
-Shenzhen V-power Innovative Technology Co., Ltd (“V-power”) (2) 491,011 49.000 % 595,730 49.000 %
Cost method investment
-Huizhou Yipeng Energy Technology Co Ltd. 1,708,384 4.654 % 1,714,222 4.654 %
8,387,618 9,993,852

(1) Investment in GZ Highpower

On December 21, 2017, after the completion of the capital increase to GZ Highpower by other shareholders, the Company lost the controlling power over GZ Highpower and deconsolidated GZ Highpower. Thereafter, the investment was recorded under the equity method.

The equity in loss of investee was $1,150,032 and $1,491,608 for the three and six months ended June 30, 2019, respectively. The equity in earnings of investee was $179,964 and $336,214 for the three and six months ended June 30, 2018, respectively.

(2) Investment in V-power

On February 28, 2018, the Company signed an investment agreement with a related company and a group of individuals (the “Founder Team”) with an aggregate amount of RMB4.9 million (approximately $0.7 million) for 49% of the equity interest of V-power, which was recorded under the equity method. In addition, the Company agreed to transfer the 15% of original equity interest of V-power to the Founder Team as compensation under voluntary assignment as any of the following requirements met: 1. annual sales revenue higher or equal to RMB30 million before the first capital increase of V-power; and 2. valuation of V-power higher or equal to RMB30 million before equity issuance. As of June 30, 2019, the requirements have not been met and no such transfer was needed. As of June 30, 2019, the Company has injected RMB4.2 million (approximately $0.6 million) to V-power, and the unpaid amount was recorded as amount due to a related party (See Note 17).

The equity in loss of investee was $27,607 and $104,235 for the three and six months ended June 30, 2019, respectively. The equity in loss of investee was $19,894 and $19,894 for the three and six months ended June 30, 2018, respectively.

12

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

9. Taxation

Highpower and its direct and indirect wholly owned subsidiaries file tax returns separately.

1) VAT

Pursuant to the Provisional Regulation of the PRC on VAT and the related implementing rules, all entities and individuals ("taxpayers") that are engaged in the sale of products in the PRC are generally required to pay VAT, at a rate of which was changed from 17% to 16% on May 1, 2018, and changed from 16% to 13% on April 1, 2019 of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayers. Further, when exporting goods, the exporter is entitled to a portion of or all the refund of VAT that it has already paid or incurred. The Company’s PRC subsidiaries are subject to VAT on their revenues.

2) Income tax

United States

Tax Reform

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into legislation. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 34% to 21%, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax.

On December 22, 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete.

The one-time transition tax is based on the total post-1986 earnings and profits (“E&P”) for which the Company has previously deferred U.S. income taxes.

The Company evaluated the Global Intangible Low Taxed Income ("GILTI") inclusion on current earnings and profits of greater than 10% owned foreign controlled corporations. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The law also provides that corporate taxpayers may benefit from a 50% reduction in the GILTI inclusion, which effectively reduces the 21% U.S. corporate tax rate on the foreign income to an effective rate of 10.5%. The GILTI inclusion further provides for a foreign tax credit in connection with the foreign taxes paid. In 2019, the Company recorded a GILTI inclusion of $8,210,686. However, the total tax of $898,875 is fully offset by the deemed paid foreign tax credit.

The Company completed quantification of the Tax Act impact in 2018. The final adjustment is not material.

13

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

9. Taxation (continued)

Hong Kong

HKHTC, which was incorporated in Hong Kong, is subject to a corporate income tax rate of 16.5%.

In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. In March 2018, the Hong Kong Government introduced a two-tiered profit tax rate regime by enacting the Inland Revenue (Amendment) (No.3) Ordinance 2018 (the “Ordinance”). Under the two-tiered profits tax rate regime, the first $2 million of assessable profits of qualifying corporations is taxed at 8.25% and the remaining assessable profits at 16.5%. The Ordinance is effective from the year of assessment 2018-2019. According to the policy, if no election has been made, the whole of the taxpaying entity’s assessable profits will be chargeable to Profits Tax at the rate of 16.5% or 15%, as applicable. Because the preferential tax treatment is not elected by the Company, HKHTC is subject to income tax at a rate of 16.5%.

PRC

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income.

In China, the companies granted with National High-tech Enterprise (“NHTE”) status enjoy 15% income tax rate. This status needs to be renewed every three years. If these subsidiaries fail to renew NHTE status, they will be subject to income tax at a rate of 25% after the expiration of NHTE status. All the PRC subsidiaries received NHTE status and enjoy 15% income tax rate for calendar year 2019 and 2018.

The components of the income taxes expenses are:

Three months ended
June 30,
Six months ended
June 30,
2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
Current 712,944 551,583 1,100,769 898,520
Deferred 28,572 (142,262 ) (73,794 ) (498,878 )
Total income taxes expenses 741,516 409,321 1,026,975 399,642

The reconciliation of income taxes expenses computed at the PRC statutory tax rate to income tax expense is as follows:

Three months ended
June 30,
Six months ended
June 30,
2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
Income before tax 5,429,739 3,123,636 6,022,919 1,995,021
Provision for income taxes at PRC statutory income tax rate (25%) 1,357,435 780,909 1,505,730 498,755
Impact of different tax rates in other jurisdictions 88,722 37,886 207,343 96,546
Effect of  PRC preferential tax rate (494,344 ) (272,880 ) (684,651 ) (266,427 )
R&D expenses eligible for super deduction (541,876 ) (334,892 ) (680,270 ) (334,892 )
Other non-deductible expenses 87,610 32,175 187,972 48,751
Change in valuation allowance of deferred tax assets 243,969 166,123 490,851 356,909
Effective enterprise income tax expenses 741,516 409,321 1,026,975 399,642

14

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

9. Taxation (continued)

3) Deferred tax assets, net

Deferred tax assets and deferred tax liabilities reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purpose and the tax bases used for income tax purpose. The following represents the tax effect of each major type of temporary difference.

June 30, December 31,
2019 2018
(Unaudited)
$ $
Deferred tax assets
Tax loss carry-forward 1,604,854 1,096,956
Allowance for doubtful receivables 22,950 9,153
Impairment for inventory 409,863 382,375
Difference for sales cut-off 33,519 15,526
Deferred government grants 102,137 69,631
Property, plant and equipment subsidized by government grant 233,274 250,563
Impairment for property, plant and equipment 122,431 138,122
Total gross deferred tax assets 2,529,028 1,962,326
Valuation allowance (1,403,764 ) (1,096,956 )
Total deferred tax assets, net of valuation allowance 1,125,264 865,370
Deferred tax liability
PPE, due to difference in depreciation (189,821 ) -
Total deferred tax liability (189,821 ) -
Total net deferred tax assets 935,443 865,370

As of June 30, 2019, the Company had net operating loss carry-forwards in Hong Kong of $8,507,665 without expiration and in the PRC of $1,340,597, which will start to expire in 2023.

The Company has deferred tax assets which consisted of tax loss carry-forwards and other items that can be carried forward to offset future taxable income. Management determined it is more likely than not that part of the deferred tax assets could not be utilized, so a valuation allowance was provided for as of June 30, 2019 and December 31, 2018. The net valuation allowance increased by $0.3 million and $0.4 million during the six months ended June 30, 2019 and 2018, respectively.

10. Notes payable

Notes payable presented to certain suppliers as a payment against the outstanding trade payables.

Notes payable are mainly bank acceptance bills which are non-interest bearing and generally mature within one year. The outstanding bank acceptance bills are secured by restricted cash deposited in banks. Outstanding bank acceptance bills were $60,168,272 and $73,607,284 as of June 30, 2019 and December 31, 2018, respectively.

11. Short-term loans

As of June 30, 2019, the bank borrowings were for working capital and capital expenditure purposes with maturity of one year and were secured by personal guarantees executed by the Company’s Chief Executive Officer, Mr. Dang Yu Pan, the land use right with a net carrying amount of $2,406,173 and the buildings with a net carrying amount of $8,733,443, respectively.

The loans were primarily obtained from three banks with interest rates ranging from 5.2200% to 6.5253% per annum and 5.2300% to 6.5253% per annum as of June 30, 2019 and December 31, 2018, respectively. The interest expenses were $344,983 and $653,565 for the three and six months ended June 30, 2019, respectively. The interest expenses were $118,886 and $230,599 for the three and six months ended June 30, 2018, respectively.

15

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

12. Non-financial institution borrowing

For the six months ended June 30, 2019, the Company paid back $8,862,891 to the third party non-financial institution.

The interest expense of the above borrowing was $nil and $4,877 for the three and six months ended June 30, 2019. The interest expense of the above borrowing was $134,660 and $296,963 for the three and six months ended June 30, 2018.

13. Lines of credit

The Company entered into various credit contracts and revolving lines of credit, which were used for short-term loans and bank acceptance bills. As of June 30, 2019, the total and unused lines of credit were $107.2 million and $27.6 million, respectively, with maturity dates from August 2019 to October 2021. As of December 31, 2018, the total and unused lines of credit were $102.6 million and $23.8 million, respectively, with maturity dates from March 2019 to October 2021.

These lines of credit were guaranteed by the Company’s Chief Executive Officer, Mr. Dang Yu Pan and his wife. The Company’s buildings and the land use right were pledged as collateral for these lines of credit.

14. Earnings per share

The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2019 and 2018.

Three months ended
June 30,
Six months ended
June 30,
2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
Numerator:
Net income 4,688,223 2,714,315 4,995,944 1,595,379
Denominator:
Weighted-average shares outstanding
- Basic 15,567,953 15,556,361 15,567,220 15,533,139
- Dilutive effects of equity incentive awards 58,312 73,052 48,370 86,632
- Diluted

15,626,265

15,629,413 15,615,590 15,619,771
Net income per share:
- Basic 0.30 0.17 0.32 0.10
- Diluted 0.30 0.17 0.32 0.10

Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

16

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

15. Defined contribution plan

Full-time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits (“the Benefits”) are provided to employees. Chinese labor regulations require that the PRC operating subsidiaries of the Company make contributions to the government for these benefits based on certain percentages of the employees’ salaries. Except for contributions made related to the Benefits, the Company has no legal obligation.

The total contributions made, which were expensed as incurred, were $996,410 and $1,979,784 for the three and six months ended June 30, 2019. The total contributions made, which were expensed as incurred, were $729,595 and $1,383,552 for the three and six months ended June 30, 2018.

16. Segment information

The reportable segments are components of the Company that offer different products and are separately managed, with separate financial information available that is separately evaluated regularly by the Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, in determining the performance of the business. The Company categorizes its business into two reportable segments, namely (i) Lithium Business and (ii) Ni-MH Batteries and Accessories.

The CODM evaluates performance based on each reporting segment’s net sales, cost of sales, gross profit and total assets. Net sales, cost of sales, gross profit and total assets by segments is set out as follows:

Three months ended
June 30,
Six months ended
June 30,
2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
Net sales
Lithium Business 62,255,334 48,503,856 104,985,501 85,100,511
Ni-MH Batteries and Accessories 13,551,759 16,420,104 28,935,072 29,606,902
Total 75,807,093 64,923,960 133,920,573 114,707,413
Cost of Sales
Lithium Business 47,382,082 39,755,643 81,010,550 70,546,982
Ni-MH Batteries and Accessories 10,053,936 13,858,391 21,878,419 25,284,178
Total 57,436,018 53,614,034 102,888,969 95,831,160
Gross Profit
Lithium Business 14,873,252 8,748,213 23,974,951 14,553,529
Ni-MH Batteries and Accessories 3,497,823 2,561,713 7,056,653 4,322,724
Total 18,371,075 11,309,926 31,031,604 18,876,253

June 30, December 31,
2019 2018
(Unaudited)
$ $
Total Assets
Lithium Business 215,321,303 231,795,621
Ni-MH Batteries and Accessories 53,775,804 56,260,478
Total 269,097,107 288,056,099

17

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

16. Segment information (continued)

All long-lived assets of the Company are located in the PRC. Geographic information about the sales and accounts receivable based on the locations of the Company’s customers is set out as follows:

Three months ended
June 30,
Six months ended
June 30,
2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
Net sales
China Mainland 30,143,843 32,880,005 58,114,878 61,185,768
Asia, others 35,716,065 25,183,900 58,786,779 40,938,296
Europe 8,988,966 4,849,360 13,609,297 9,387,263
North America 958,219 1,998,243 3,275,745 3,163,074
Others - 12,452 133,874 33,012
75,807,093 64,923,960 133,920,573 114,707,413

June 30, December 31,
2019 2018
(Unaudited)
$ $
Accounts receivable
China Mainland 33,494,645 38,048,651
Asia, others 28,138,970 33,237,051
Europe 6,596,124 5,413,343
North America 769,287 566,769
Others - 14,003
68,999,026 77,279,817

17. Related party balance and transaction

Related party balance

June 30, December 31,
2019 2018
(Unaudited)
$ $
Accounts receivable 86,343 476,093
Other receivable 59,776 1,570
Amount due from a related party- GZ Highpower 146,119 477,663
Other payable-investment (1) 101,869 408,867
Loan from Mr. Dang Yu Pan (2) - 5,707,984
Amount due to related parties 101,869 6,116,851

(1) The Company signed an investment agreement with an aggregate amount of RMB4.9 million (approximately $0.7 million) in investing for 49% of the equity interest of V-power which was set up on March 1, 2018. On April 28, 2018, the Company injected RMB2.1 million (approximately $0.3 million) to V-power. On January 14, 2019, the Company injected RMB2.1 million (approximately $0.3 million) to V-power and the unpaid amount was recorded as amount due to a related party. (See Note 8)

(2) The Company entered into a loan agreement with a maximum amount of RMB60 million (approximately $8.7 million) with Mr. Dang Yu Pan on July 20, 2018. As of June 30, 2019, the Company repaid the loans. The interest rate is 5.65% per annum. The Company accrued interest expense $20,135 and $133,930 for the three and six months ended June 30, 2019, respectively.

18

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

17. Related party balance and transaction (continued)

Related party transaction

Three months ended
June 30,
Six months ended
June 30,
2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
GZ Highpower
Sales 239,573 433,147 440,306 658,934
V-Power
Payment of investment - - 310,201 -
Dang Yu Pan
Loan from Dang Yu Pan - - 2,954,297 -
Repayment of Loan from Dang Yu Pan 8,589,619 - 8,589,619 -
Interest expense 20,135 - 133,930 -

18. Subsequent event

The Company has evaluated subsequent events through the issuance of the unaudited condensed consolidated financial statements and no other subsequent event is identified that would have required adjustment or disclosure in the consolidated financial statements.

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes that are included in this Quarterly Report and the audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with SEC on March 28, 2019 (the “Annual Report”).

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Net sales increased by $10.9 million, or 16.8%, during the second quarter of 2019 compared to the same quarter in 2018. The main driver was our lithium business, including high-end consumer products, industrial applications and increased demand for artificial intelligence products. Lithium business net sales increased by $13.8 million, or 28.4%, during the second quarter of 2019 compared to the same quarter in 2018.

Gross profit during the second quarter of 2019 was $18.4 million, or 24.2% of net sales, compared to $11.3 million, or 17.4% of net sales, for the comparable period in 2018.

Critical Accounting Policies

See Note 2 to the accompanying unaudited condensed consolidated financial statements for our critical accounting policies.

20

Results of Operations

The following table sets forth the unaudited consolidated statements of operations of the Company for the three and six months ended June 30, 2019 and 2018, both in US$ and as a percentage of net sales.

Consolidated Statements of Operations

(Dollars in Thousands, Except Per Three months ended June 30, Six months ended June 30,
Share Amounts) 2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ % $ % $ % $ %
Net sales 75,807 100.0 % 64,924 100.0 % 133,921 100.0 % 114,707 100.0 %
Cost of sales (57,436 ) (75.8 %) (53,614 ) (82.6 %) (102,889 ) (76.8 %) (95,831 ) (83.5 %)
Gross profit 18,371 24.2 % 11,310 17.4 % 31,032 23.2 % 18,876 16.5 %
Research and development expenses (4,380 ) (5.8 %) (3,593 ) (5.5 %) (7,367 ) (5.5 %) (6,155 ) (5.4 %)
Selling and distribution expenses (3,280 ) (4.3 %) (2,122 ) (3.3 %) (6,072 ) (4.5 %) (4,097 ) (3.6 %)
General and administrative expenses (5,027 ) (6.6 %) (3,910 ) (6.0 %) (9,851 ) (7.4 %) (8,025 ) (7.0 %)
Foreign currency transaction gain (loss) 1,213 1.6 % 1,671 2.6 % (38 ) (0.0 %) 657 0.6 %
Income from operations 6,897 9.1 % 3,356 5.2 % 7,704 5.8 % 1,256 1.1 %
Changes in fair value of foreign exchange derivatives (995 ) (1.3 %) (1,125 ) (1.7 %) (609 ) (0.5 %) (421 ) (0.4 %)
Government grants 729 1.0 % 989 1.5 % 951 0.7 % 1,318 1.1 %
Other income 16 0.0 % 57 0.1 % 82 0.1 % 81 0.1 %
Equity in (loss) earnings of investees (1,178 ) (1.6 %) 160 0.2 % (1,596 ) (1.2 %) 316 0.3 %
Interest expenses, net (39 ) (0.1 %) (313 ) (0.5 %) (509 ) (0.4 %) (555 ) (0.5 %)
Income before taxes 5,430 7.2 % 3,124 4.8 % 6,023 4.5 % 1,995 1.7 %
Income taxes expenses (742 ) (1.0 %) (410 ) (0.6 %) (1,027 ) (0.8 %) (400 ) (0.3 %)
Net income 4,688 6.2 % 2,714 4.2 % 4,996 3.7 % 1,595 1.4 %
Diluted earnings per common stock 0.30 0.17 0.32 0.10

Net sales

Net sales for the three months ended June 30, 2019 were $75.8 million compared to $64.9 million for the comparable period in 2018, an increase of $10.9 million, or 16.8%.

Net sales for the six months ended June 30, 2019 were $133.9 million compared to $114.7 million for the comparable period in 2018, an increase of $19.2 million, or 16.7%. Net sales of Lithium business increased by $19.9 million, or 23.4%, during the six months ended June 30, 2019, compared to the comparable period in 2018. Ni-MH batteries and accessories net sales decreased by $0.7 million, or 2.3%, during the six months ended June 30, 2019, compared to the comparable period in 2018. The increase in net sales was mainly due to the optimization of our sales structure.

Gross profit

Gross profit for the three months ended June 30, 2019 was $18.4 million, or 24.2% of net sales, compared to $11.3 million, or 17.4% of net sales, for the comparable period in 2018. This increase was attributed to the product mix and improvement in our labor efficiency.

21

Gross profit for the six months ended June 30, 2019 was $31.0 million, or 23.2% of net sales, compared to $18.9 million, or 16.5% of net sales, for the comparable period in 2018. This increase was attributed to the product mix and improvement in our labor efficiency.

Research and development expenses

Research and development expenses were $4.4 million, or 5.8% of net sales, for the three months ended June 30, 2019, compared to $3.6 million, or 5.5% of net sales, for the comparable period in 2018.

Research and development expenses were $7.4 million, or 5.5% of net sales, for the six months ended June 30, 2019, compared to $6.2 million, or 5.4% of net sales, for the comparable period in 2018. The Company will continue to invest on R&D activities in the future.

Selling and distribution expenses

Selling and distribution expenses were $3.3 million, or 4.3% of net sales, for the three months ended June 30, 2019, compared to $2.1 million, or 3.3% of net sales, for the comparable period in 2018.

Selling and distribution expenses were $6.1 million, or 4.5% of net sales, for the six months ended June 30, 2019, compared to $4.1 million, or 3.6% of net sales, for the comparable period in 2018. The increase of expenses was mainly driven by marketing expenses for more branded customers.

General and administrative expenses

General and administrative expenses were $5.0 million, or 6.6% of net sales, for the three months ended June 30, 2019, compared to $3.9 million, or 6.0% of net sales, for the comparable period in 2018.

General and administrative expenses were $9.9 million, or 7.4% of net sales, for the six months ended June 30, 2019, compared to $8.0 million, or 7.0% of net sales, for the comparable period in 2018.

Foreign currency transaction gain (loss)

We experienced a gain of $1.2 million and $1.7 million for the three months ended June 30, 2019 and 2018, respectively, on the exchange rate difference between the US$ and the RMB.

We experienced a loss of $37,272 and a gain of $656,239 for the six months ended June 30, 2019 and 2018, respectively, on the exchange rate difference between the US$ and the RMB. The loss or gain in exchange rate difference was due to the influence of the RMB relative to the US$ over the respective periods.

Changes in fair value of foreign exchange derivatives

We experienced a loss on derivative instruments of $1.0 million and $1.1 million for the three months ended June 30, 2019 and 2018, respectively.

We experienced a loss on derivative instruments of $0.6 million and $0.4 million for the six months ended June 30, 2019 and 2018, respectively.

Government grants

Government grants were $0.7 million and $1.0 million for the three months ended June 30, 2019, and 2018, respectively.

Government grants were $1.0 million and $1.3 million for the six months ended June 30, 2019, and 2018, respectively.

22

Other income

Other income was $15,550 and $56,581 for the three months ended June 30, 2019 and 2018, respectively.

Other income was $82,248 and $80,142 for the six months ended June 30, 2019 and 2018, respectively.

Equity in (loss) earnings of investees

Equity in loss of investees were $1.2 million for the three months ended June 30, 2019, compared to equity in earnings of investee $160,070 for the comparable period in 2018.

Equity in loss of investees were $1.6 million for the six months ended June 30, 2019, compared to equity in earnings of investee $316,320 for the comparable period in 2018.

Interest expenses, net

Interest expenses, net were $38,675 and $312,814 for the three months ended June 30, 2019 and 2018, respectively.

Interest expenses, net were $509,098 and $554,666 for the six months ended June 30, 2019 and 2018, respectively.

Income taxes expenses

Income taxes expenses were $0.7 million and $0.4 million for the three months ended June 30, 2019 and 2018, respectively.

Income taxes expenses were $1.0 million and $0.4 million for the six months ended June 30, 2019 and 2018, respectively.

Net income

Net income for the three months ended June 30, 2019 was $4.7 million compared to $2.7 million for the comparable period in 2018, increase of $2.0 million, or 72.7%.

Net income for the six months ended June 30, 2019 was $5.0 million compared to $1.6 million for the comparable period in 2018, increase of $3.4 million, or 213.2%.

Reconciliation of Net Income to EBITDA

A table reconciling earnings before interest, income tax, depreciation and amortization (“EBITDA”), a non-GAAP financial measure, to the appropriate GAAP measure is included with the Company's financial information below. EBITDA was derived by taking earnings before interest expense, net, taxes, depreciation and amortization. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. The Company believes this non-GAAP measure is useful to investors as it provides a basis for evaluating the Company's operating results in the ordinary course of its operations. This non-GAAP measure is not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with its results of operations as determined in accordance with U.S. GAAP and that these measures should only be used to evaluate the Company's results of operations in conjunction with, and not in lieu of, the corresponding GAAP measures.

Three months ended
June 30,
Six months ended
June 30,
2019 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
$ $ $ $
Net income 4,688,223 2,714,315 4,995,944 1,595,379

Interest expenses, net

38,675 312,814 509,098 554,666
Income taxes expenses 741,516 409,321 1,026,975 399,642
Depreciation and Amortization 1,886,874 1,528,644 3,616,314 3,003,872
EBITDA 7,355,288 4,965,094 10,148,331 5,553,559

23

Liquidity and Capital Resources

We had cash of approximately $18.1 million as of June 30, 2019, compared to $24.9 million as of December 31, 2018.

To provide liquidity and flexibility in funding our operations, we borrow funds under bank facilities and other external sources of financing. As of June 30, 2019, we had lines of credit with eight financial institutions aggregating $107.2 million. The maturities of these facilities vary from August 2019 to October 2021. The facilities are subject to regular review and approval. Certain of these bank facilities are guaranteed by our Chief Executive Officer, Mr. Dang Yu Pan and his wife, pledged by land use right and buildings, and contain customary affirmative and negative covenants for secured credit facilities of this type. Interest rates are generally based on the banks’ reference lending rates. No significant commitment fees are required to be paid for the bank facilities. As of June 30, 2019, we had utilized approximately $79.6 million under such general credit facilities and had available unused credit facilities of $27.6 million.

Net cash provided by operating activities was approximately $13.4 million for the six months ended June 30, 2019, compared to net cash used in operating activities of $7.6 million for the comparable period in 2018. The net cash increase of $21.1 million provided by operating activities is primarily due to an increase of $30.6 million in cash inflow from inventories, an increase of $12.1 million in cash inflow from accounts receivable, an increase of $9.0 million in cash inflow from prepayments and other receivables and an increase of $29.3 million in cash outflow from accounts payable.

Net cash used in investing activities was $7.0 million for the six months ended June 30, 2019, compared to net cash used in investing activities of $6.0 million for the comparable period in 2018. The net cash increase of $1.0 million used in investing activities is primarily due to an increase of $1.0 million in cash outflow from acquisitions of plant and equipment.

Net cash used in financing activities was $28.2 million for the six months ended June 30, 2019, compared to net cash provided by financing activities of $11.8 million for the comparable period in 2018. The net cash increase of $40.0 million in net cash used in financing activities was primarily attributable to an increase of $15.8 million in cash outflow from repayments of notes payable, an increase of $14.9 million in cash outflow from repayments of short-term bank loans and an increase of $8.6 million in cash outflow from repayment of loan from a related party.

Recent Accounting Standards

Please refer to Note 2 (Recently issued accounting standards).

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Disclosure controls and procedures are controls and other procedures that are designed and adopted by management to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is properly recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that all necessary information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

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(b) Changes in Internal Control over Financial Reporting

There were no significant changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2019, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

From time to time, we are subject to certain legal proceedings, claims and disputes that arise in the ordinary course of our business. Although we cannot predict the outcomes of these legal proceedings, we do not believe these actions, in the aggregate, will have a material adverse impact on our financial position, results of operations or liquidity. We are currently not a party to any material legal proceedings

Item 1A. Risk Factors

Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described herein and in our Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on March 28, 2019 and all of the information contained in our public filings before deciding whether to purchase our common stock. Other than as set forth below, there have been no material revisions to the “Risk Factors” as set forth in our Annual Report on Form 10-K.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

None.

Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

Working Capital Loan Contract between SZ Highpower and Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch

Working Capital Loan Contract between SZ Springpower and Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch

On May 15, 2019, SZ Highpower entered into a working capital loan contract with Industrial and Commercial Bank of China Ltd., Shenzhen Henggang Branch providing for an aggregate loan of RMB10,000,000 ($1,455,265) to be used as current funds for production and operations. SZ Highpower must withdraw the facility before August 30, 2019, after which time the bank may cancel all or part of the facility. The term of the loan is 12 months from the first withdrawal date. The interest rate is 6.5250%, which equals to the one year benchmarked by interbank rates, float 51.4%. The loan is guaranteed by HK HTC, SZ Springpower and our Chief Executive Officer, Dang Yu Pan. The balance of loan was $1,455,265 as of June 30, 2019.

On June 25, 2019, SZ Highpower entered into a working capital loan contract with Industrial and Commercial Bank of China Ltd., Shenzhen Henggang Branch providing for an aggregate loan of RMB10,000,000 ($1,455,265) to be used as current funds for production and operations. SZ Highpower must withdraw the facility before September 24, 2019, after which time the bank may cancel all or part of the facility. The term of the loan is 12 months from the first withdrawal date. The interest rate is 6.5250%, which equals to the one year benchmarked by interbank rates, float 51.4%. The loan is guaranteed by HK HTC, SZ Springpower and our Chief Executive Officer, Dang Yu Pan. The balance of loan was $1,455,265 as of June 30, 2019.

On May 15, 2019, SZ Springpower entered into a working capital loan contract with Industrial and Commercial Bank of China Ltd., Shenzhen Henggang Branch providing for an aggregate loan of RMB10,000,000 ($1,455,265) to be used as current funds for production and operations. SZ Springpower must withdraw the facility before August 30, 2019, after which time the bank may cancel all or part of the facility. The term of the loan is 12 months from the first withdrawal date. The interest rate is 6.5250%, which equals to the one year benchmarked by interbank rates, float 51.4%. The loan is guaranteed by HK HTC, HZ HTC and our Chief Executive Officer, Dang Yu Pan. The Company’s real estate in Shenzhen also served as collateral for the loan. The balance of loan was $1,455,265 as of June 30, 2019.

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The following constitute events of default under each loan agreement: failure to repay principal, interest, and other payables in accordance with the provisions specified in these contracts; or failure to fulfill any other obligations in these contracts, or contrary to the statements, guarantee and commitments in these contracts; the guarantees in these contracts have adversely changed to the lender’s loan, and the borrowers is not available to provide other guarantees approved by the lender failure to pay off any other debts due by the borrowers, or failure to fulfill or breach other obligations in these contracts, or likely to affect the performance of the obligations in these contracts; the financial performance of the profitability, debt payment ability, operating capacity and cash flow of the borrowers exceed the agreed standards, or deterioration has been or may affect the obligations in these contracts; the borrower’s ownership structure, operation, external investment has changed adversely, which have affected or may affect the fulfillment of the obligations in these contracts; the borrowers involves or may involve significant economic disputes, litigation, arbitration, or asset seizure, detention or enforcement, or judicial or administrative authorities for investigation or take disciplinary measures in accordance with the laws, or illegal with relevant state regulations or policies in accordance with the laws, or exposure by media, which have affected or may affect the fulfillment of the obligations in these contracts; the borrower’s principal individual investors, key management officer’s change, disappearances or restriction of personal liberty, likely to affect the performance of the obligations in these contracts; using false contracts with related parties, using no actual transaction to extract the lender’s funds or credit, or evasion of lender’s loan right through related party transactions; having been or may be out of business, dissolution, liquidation, business reorganizations, business license has been revoked or bankruptcy; breaches food safety, production safety, environmental protection and other environmental and social risk management related laws and regulations, regulatory requirements or industry standards, resulting in accidents, major environmental and social risk events, likely to affect the performance of the obligations in these contracts; in these contracts, the borrower's credit rating, level of profitability, asset-liability ratio, net cash flow of operating and other indicators do not meet the credit conditions of the lender; or without the lender’s written contract, pledges guarantee or provides assurance guarantees to other party, likely to affect the performance of the obligations in these contracts; other adverse situations may affect in the realization of loan right in these contracts.

Upon the occurrence of an event of default, the bank may: request the borrowers rectify the event of default within a specified time period; cancel or terminate the borrower’s the unused portion of the credit line and other financing arrangements in whole or in part; declare all amounts outstanding under the contract immediately due and payable; require the borrowers to compensate the bank for losses it incurs as a result of the event of default; or other measures permitted under applicable law or other necessary measures.

Working Capital Loan Contract between SZ Springpower and Bank of China, Buji Sub-branch

Working Capital Loan Contract between ICON and Bank of China, Buji Sub-branch

On April 25, 2019, SZ Springpower entered into a working capital loan contract with Bank of China, Buji Sub-branch providing for an aggregate loan of RMB10,000,000 ($1,455,265) to be used by SZ Springpower to purchase raw materials. The term of the loan is 12 months from the first withdrawal date. SZ Springpower must withdraw the facility within 30 days from April 29, 2019, after which time the bank may cancel all or part of the facility. The interest rate is 6.09%, which equals to the one year benchmarked by interbank rates, plus 112.75%. The loan is guaranteed by SZ Highpower, HZ HTC and our Chief Executive Officer, Dang Yu Pan. The balance of loan was $1,455,265 as of June 30, 2019.

On June 18, 2019, ICON entered into a working capital loan contract with Bank of China, Buji Sub-branch providing for an aggregate loan of RMB10,000,000 ($1,455,265) to be used by ICON to purchase raw materials. The term of the loan is 12 months from the first withdrawal date. ICON must withdraw the facility within 30 days from June 19, 2019, after which time the bank may cancel all or part of the facility. The interest rate is 5.22%, which equals to the one year benchmarked by interbank rates, plus 0.91%. The loan is guaranteed by SZ Highpower, SZ Springpower, HZ HTC and our Chief Executive Officer, Dang Yu Pan. The balance of loan was $1,455,265 as of June 30, 2019.

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The following constitute events of default under each loan agreement: failure to comply with repayment obligations under the agreement or any affiliated credit lines contract; failure to use borrowed funds according to the specified purposes; any statement made by the borrower in the agreement is untrue or in violation of any commitments in the loan agreement or affiliated loan contracts; failure to provide an additional guarantor as required by the loan agreement; significant business difficulties or risks, deteriorated financial losses or losses of assets, or other financial crisis; breach of covenants in other credit agreements with the bank or affiliated institutions of the bank; any guarantor breaches a contract or defaults under any agreement with the bank or affiliated institutions of the bank; termination of its business or engagement due to any wind-up, cancellation or bankruptcy issues; involvement or potential involvement in significant economic disputes, litigation, arbitration or assets seizure or confiscation, or its involvement in other judicial proceedings or administrative punishment proceedings that have affected or may affect its capacity to perform its obligations under the affiliated specific credit line contract; an abnormal change in any major individual investor or key management member of the borrower or such a person or entity’s becoming subject to investigation or restriction by the judiciary, which have or may affect the borrower’s performance of obligation under affiliated specific credit line contract; Bank of China’s discovery of any situation that may affect the financial position or performance capacities of the borrower or a guarantor after the bank’s annual review of the borrower’s financial position and performance; failure to provide the relevant documentation acceptable to Bank of China about the inflows and outflows of large-sum and abnormal capital in capital recovery account; or being in violation of other rights and obligations under the affiliated specific credit line contract.

Upon the occurrence of an event of default, the bank may: request the borrower or any guarantor to rectify the event of default within a specified time period; reduce, temporarily suspend or permanently terminate the borrower’s credit limit in whole or in part; temporarily suspend or permanently terminate in part or in whole the borrower’s application for specific credit line under the agreement; announce the immediate expiration of all the credit lines granted under the affiliated specific credit line contract as well as other contracts; terminate or release the contract, terminate or release in part or in whole any of the affiliated specific credit line contract as well as the other contracts executed between the borrower and the bank; require compensation from the borrower on the losses thereafter caused; hold the borrower’s deposit account at the bank in custody for repayment of amounts due under the contract; exercise the real rights for security; request repayment from a guarantor; or take any other procedures deemed necessary by the bank.

Working Capital Loan Contract between ICON and Bank of Jiangsu, Shenzhen Branch

On April 30, 2019, ICON entered into a working capital loan contract with Bank of Jiangsu, Shenzhen Branch providing for an aggregate loan of RMB10,000,000 ($1,455,265) to be used by ICON to purchase raw materials. The term of the loan from May 24, 2019 to March 23, 2020. The interest rate is 6.09%, which equals to the one year benchmarked by interbank rates, float 40.0%. The loan is guaranteed by SZ Highpower, SZ Springpower, HZ HTC and our Chief Executive Officer, Dang Yu Pan. The balance of loan was $1,455,265 as of June 30, 2019.

The following constitute events of default under the loan agreement: failure to fully and promptly perform its any obligations specified in this Contract and other relevant documents. if the borrower's aforesaid behavior can be corrected but the borrower fails to correct it to the extent satisfied by the lender within 20 days after the lender sends a written notice of correction; the borrower voluntarily or compulsively goes out of business, winds up, reorganizes, dissolves or goes into bankruptcy; the borrower provides false materials or conceals important business financial facts; the borrower breaks through the financial indicators stipulated the contract; the borrower suffers from financial loss or deterioration of financial conditions, which may affect the loan safety, or the borrower intentionally evades or cancels the creditor's rights of the Bank; the borrower's loan project plan is canceled or cannot be implemented; the borrower fraudulently obtains funds or credit from the lender or other bank by use of a false contract with an affiliated party; the borrower engages in or suspected of carrying out illegal business activities; the borrower goes into division, combination, major merger, acquisition or reorganization; the borrower violates any other contract signed with the lender or a third party, or there is any dispute arising from such contract, thereby causing or likely to cause litigation or arbitration; the controlling shareholder of the borrower transfers its shares held in the borrower, or the controlling shareholder, actual controller, legal representative or other senior management person has major events, including but not limited to engaging in or suspected of conducting illegal activities, or subject to litigation, arbitration or administrative punishment, going worse of its financial conditions, declaration of bankruptcy or dissolution, and so on; the guarantor has breach of contract, including but not limited to provision of false materials by the guarantor, the guarantor's violation of other contract signed with the lender or a third party, litigation or arbitration caused due to any dispute arising from such contract, forced or active suspension of business, major business failure, engaging in or suspected of conducting illegal activities, evasion or cancellation of creditor's rights of the Bank, merger and/or acquisition or reorganization, or other situations which may reduce its guarantee capability; An event of default occurs under other loan contract or guarantee contract made and entered into by and between the borrower and the lender; Other circumstances which endanger or may endanger the lender's loan safety.

Upon the occurrence of an event of default, the bank may: change the loan payment mode, stop payment of the loan not withdrawn by the borrower and/or ask the borrower to repay the loan in advance and announce acceleration of maturity of all the loan hereunder according to the stipulations of this contract; ask the borrower to repay the loan principal and interest hereunder in advance and pay all other relevant expenses, or ask the borrower to transfer its all debts hereunder to a transferee accepted by the lender, or ask the borrower to provide other guarantee measures accepted by the lender.

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Financing Quota Agreement between HZ HTC and Shanghai Pudong Development Bank Co., Ltd., Huizhou Branch

On April 11, 2019, HZ HTC entered into a financing quota agreement with Shanghai Pudong Development Bank Co., Ltd., Huizhou Branch, which provides for a revolving line of credit of up to RMB20,000,000 ($2,190,530). HZ HTC may issue bank acceptance, from time to time as needed, on or before April 1, 2020. The loan is guaranteed by SZ Highpower, ICON, SZ Springpower and our Chief Executive Officer, Dang Yu Pan. The used facility was $nil as of June 30, 2019.

The following constitute events of default under the loan agreement: violates any representation, warranty hereof or such representation; or warranty is certified to be incorrect, untrue, or missed or misleading or have been violated; and/or the borrower violates or does not fulfill any promised matter herein; and/or the borrower violates any regulation of this agreement; or any affiliated financing document hereunder; and or the borrower has any circumstance that may affect the safety of the financing bank’s loan; and/ or the guarantor violates the regulation of any guarantee document, all constitute the borrower’s default events of this agreement and affiliated financing documents.

Upon the occurrence of an event of default, the bank may: adjust or cancel the financing quota hereunder; announce all or a part of the debts under any affiliated financing document hereof to expire in advance; and /or terminate this agreement and all or a part of the affiliated financing documents, and require the customer to immediately return all or a part of the financing principal or interest; require the borrower to add margin amount, or transfer the borrower’s deposit or the deposit in the settlement account to its margin account for external payment or the margin of the advance payment that may occur to the borrower in the future for the bills already accepted or L/C, L/G/ SLC opened by the financing bank within the quota use term; require the borrower to immediately repay the advance payment if the financing bank already had advance payment; interest shall be calculated according to the penalty interest rate agreed herein or the penalty interest rate agreed in the affiliated financing document; and compound interest shall be calculated and collected to the payable and unpaid interest; deduct the borrower’s deposit in any account in the financing bank in accordance with the regulation in the contract.

Comprehensive Credit Contract between SZ Highpower and China Everbright Bank Co., Ltd., Shenzhen Branch

Comprehensive Credit Contract between SZ Springpower and China Everbright Bank Co., Ltd., Shenzhen Branch

On April 4, 2019, each of SZ Highpower and SZ Springpower entered into a comprehensive credit line contract with China Everbright Bank Co., Ltd., Shenzhen Branch. SZ Highpower’s loan agreement provides for a revolving line of credit of up to RMB20,000,000 ($2,190,530) and SZ Springpower’s loan agreement provides for a revolving line of credit of up to RMB30,000,000 ($4,365,795). Each Company may issue bank acceptance, from time to time as needed, but must make a specific drawdown application on or before April 3, 2020, after which time the bank may cancel all or part of the facilities. SZ Highpower’s loan is guaranteed by SZ Springpower, HZ HTC, ICON and our Chief Executive Officer, Dang Yu Pan and his wife. SZ Springpower’s loan is guaranteed by SZ Highpower, HZ HTC and ICON and our Chief Executive Officer, Dang Yu Pan and his wife. The used facility of SZ Highpower and SZ Springpower was $2,190,530 and $4,365,795 as of June 30, 2019 which was used for bank acceptance.

The following constitute events of default under the loan contracts: a significant monetary policy change in the PRC; a severe financial risk occurs or is likely to occur in borrower’s location; a significant change in borrower’s business market; the borrower has experienced or will encounter major operational difficulties or risks; 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; 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; 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; the borrower’s providing of false materials or withholding of important financial or operational facts; the borrower’s transfer of assets, retrieval of capital, denial of indebtedness; 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; the borrower’s violation of the contractual commitments stipulated in the contract; 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; any pledged object is damaged or lost, which jeopardizes the security and rights of the bank; 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; the borrower’s failure to perform any obligations in a specific business contract.

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Upon the occurrence of an event of default, the bank may: adjust the maximum amount of the line of credit, any specific line of credit and the effective period for credit extension and/or cancel the comprehensive contract, terminate the unused portion of the credit line.

Item 6. Exhibits

Exhibit
Number
Description of Document
10.1 Working Capital Loan Contract dated May 15, 2019, between Shenzhen Highpower Technology Co., Ltd. and Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch (translated to English).
10.2 Working Capital Loan Contract dated June 25, 2019, between Shenzhen Highpower Technology Co., Ltd. and Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch (translated to English).
10.3 Comprehensive Credit Contract dated April 4, 2019, between Shenzhen Highpower Technology Co., Ltd.  and China Everbright Bank Shenzhen Branch (translated to English).
10.3(a) Maximum Amount Guaranty Contract dated March 13, 2019, between Icon Energy System (Shenzhen) Co., Ltd. and China Everbright Bank Shenzhen Branch (translated to English).
10.3(b) Maximum Amount Guaranty Contract dated March 13, 2019, between Dang Yu Pan and China Everbright Bank Shenzhen Branch (translated to English).
10.3(c) Maximum Amount Guaranty Contract dated March 13, 2019, between Zhou Tao Yin and China Everbright Bank Shenzhen Branch (translated to English).
10.3(d) Maximum Amount Guaranty Contract dated March 13, 2019, between Huizhou Highpower Technology Co., Ltd. and China Everbright Bank Shenzhen Branch (translated to English).
10.3(e) Maximum Amount Guaranty Contract dated March 13, 2019, between Springpower Technology (Shenzhen) Co., Ltd. and China Everbright Bank Shenzhen Branch (translated to English).
10.4 Working Capital Loan Contract dated April 25, 2019, between Springpower Technology (Shenzhen) Co., Ltd.. and Bank of China, Buji Sub-branch (translated to English).
10.5 Working Capital Loan Contract dated May 15, 2019, between Springpower Technology (Shenzhen) Co., Ltd.. and Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch (translated to English).
10.6 Comprehensive Credit Contract dated April 4, 2019, between Springpower Technology (Shenzhen) Co., Ltd.. and China Everbright Bank Shenzhen Branch (translated to English).
10.6(a) Maximum Amount Guaranty Contract dated March 13, 2019, between Icon Energy System (Shenzhen) Co., Ltd. and China Everbright Bank Shenzhen Branch (translated to English).
10.6(b) Maximum Amount Guaranty Contract dated March 13, 2019, between Dang Yu Pan and China Everbright Bank Shenzhen Branch (translated to English).
10.6(c) Maximum Amount Guaranty Contract dated March 13, 2019, between Zhou Tao Yin and China Everbright Bank Shenzhen Branch (translated to English).
10.6(d) Maximum Amount Guaranty Contract dated March 13, 2019, between Huizhou Highpower Technology Co., Ltd. and China Everbright Bank Shenzhen Branch (translated to English).

10.6(e) Maximum Amount Guaranty Contract dated March 13, 2019, between Shenzhen Highpower Technology Co., Ltd. and China Everbright Bank Shenzhen Branch (translated to English).

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10.7 Working Capital Loan Contract dated June 18, 2019, between Icon Energy System (Shenzhen) Co., Ltd. and Bank of China, Buji Sub-branch (translated to English).
10.8 Working Capital Loan Contract dated April 30, 2019, between Icon Energy System (Shenzhen) Co., Ltd. and Bank of Jiangsu Co., Ltd Shenzhen Branch (translated to English).
10.9 Financing Quota Agreement dated April 11, 2019, between Huizhou Highpower Technology Co., Ltd. and Shanghai Pudong Development Bank Co., Ltd.,, Huizhou Branch (translated to English).
10.9(a) Maximum Warranty Contract dated May 13, 2019, between Icon Energy System (Shenzhen) Co., Ltd. and Shanghai Pudong Development Bank Co., Ltd., Huizhou Branch, (translated to English).
10.9(b) Maximum Warranty Contract dated May 13, 2019, between Dang Yu Pan and Shanghai Pudong Development Bank Co., Ltd., Huizhou Branch (translated to English).
10.9(c) Maximum Warranty Contract dated May 13, 2019, between Shenzhen Highpower Technology Co., Ltd. and Shanghai Pudong Development Bank Co., Ltd., Huizhou Branch (translated to English).
10.9(d) Maximum Warranty Contract dated May 13, 2019, between Springpower Technology (Shenzhen) Co., Ltd. and Shanghai Pudong Development Bank Co., Ltd., Huizhou Branch (translated to English).
31.1 Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

* This exhibit shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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HIGHPOWER INTERNATIONAL, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Highpower International, Inc.
Dated: August 13, 2019 /s/ Dang Yu Pan
By: Dang Yu Pan
Its: Chairman of the Board and Chief Executive Officer
(principal executive officer and duly authorized officer)
/s/ Sunny Pan
By: Sunny Pan
Its: Chief Financial Officer
(principal financial and accounting officer)

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Webplus: HPJ/20190813/10-Q_1/2_EX-10.1/000.htm SEC Original: tv527142_ex10-1.htm
Number :0400000928-2019nian(Henggang) No. 00143 WORKING CAPITAL LOAN CONTRACT The lender Person in charge: Duoping Yang Residence (address): East City Center Garden Street Shops 132, 132A, 133 Henggang Street, Longgang District, Shenzhen Zip Code: 518115 Borrower Legal representative: Dangyu Pan Contact: Sun Xun Residence (address): Building A2, Shanxia Luoshan Industrial Zone, Pinghu Town, Longgang District, Shenzhen Zip Code: 518000 Tel: *



EX-10.1 2 tv527142_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Number :0400000928-2019nian(Henggang) No. 00143

WORKING CAPITAL LOAN CONTRACT

Important note: The contract is signed between borrower and lender according to laws and on equal and willing basis, and all the terms of this contract are true meaning of both sides. In order to protect the borrower’s legitimate rights and interests, the lender hereby inform the borrower to pay full attention to all the terms concerning the rights and obligations of both parties , especially the bold parts of the contract.

The lender: Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch

Person in charge: Duoping Yang

Residence (address): East City Center Garden Street Shops 132, 132A, 133 Henggang Street, Longgang District, Shenzhen

Zip Code: 518115

Borrower: Shenzhen Highpower Technology CO., LTD.

Legal representative: Dangyu Pan   Contact: Sun Xun

Residence (address): Building A2, Shanxia Luoshan Industrial Zone, Pinghu Town, Longgang District, Shenzhen

Zip Code: 518000

Tel: *   Fax: *   E-mail: /

After equal negotiation, both sides agreed to enter into this particular contract.

The First Part   Basic Provisions

Article 1 The Use of the Loan

The loan Can be used for the below purpose and shouldn’t be used for any other purposes without written consent of the lender, the lender has the right to monitor the use of funds.

Use of loan: The loan can be used as current funds for production and operations.

Article 2 The Loan Amount and Duration

2.1 The amount under this contract is RMB10,000,000.00 (RMB TEN MILLION ONLY)

2.2 The term under this contract is 12 months from the date of actual withdrawal (if separate withdrawal, from the date of the first withdrawal), the actual withdrawal date is the date on IOU.

Article 3 Rate, Interest and Cost

3.1 To Determine the RMB Loan Interest Rates

RMB loan interest rates shall be determined according to the following(3)

(1) Fixed interest rate. Annual interest rate shall be /% and will not change during the duration.

(2) Floating interest rates. Interest rate shall be determined by base rate plus floating rate. Base rate is the corresponding base lending rate announced by the People's Bank of China onthe effective date of the contract with underlying term the same as in section 2.2. The floating rate is up% of the base rate,and shall not change within the loan period. After withdrawal, the interest rates shall be adjusted every  months. The date to determine the second period’s interest rate is the corresponding date when the first period ends.  If the corresponding date does not exist, then choose the last day of that month. Interest rate of each withdrawals shall be adjusted according to   .

A, the interest rate for each withdrawal during any six month period shall be determined according to the rate set at the beginning of the underlying period regardless of the number of withdrawals and shall be adjusted at the next six month period.

B, Borrowing rates of each withdrawal are determined and adjusted individually.

(3) Floating interest rates. Interest rate shall be determined by base rate plus floating rate. Base rate is up51.4% of national interbank lending rates, and the rate cannot change during the period. After withdrawal, the interest rates shall be adjusted every1 months.

3.2 To Determine the Foreign Exchange Loan Interest Rates

Borrowing Rates in Foreign Currency Follow the / Ways to Determine:

(1) Fixed interest rate. Annual interest rate shall be / and shall not change during the duration.

(2) Floating interest rates, borrowing rates to / months / (LIBOR / HIBOR) as the base rate plus / basis points (one basis point to 0.01%) consisting of a floating interest rate spreads. Contract period plus point spreads remain unchanged. The use of sub-pen drawing and each withdrawal rates were calculated. Borrower after the withdrawal, following the / ways to adjust the benchmark interest rate, interest-bearing segment:

A, the benchmark interest rate changes in accordance with the corresponding period. The second phase of the benchmark interest rate adjustment date for a full withdrawal on the corresponding day after, if you adjust the month and the withdrawal does not exist on the corresponding date, places corresponding to the last day of the month, day, and so on other phases.

B, the benchmark interest rate changes in the first day of each Interest Period.

(3) Other: /

3.3 Interest for the borrower under the contract is calculated on a daily basis from the date of withdrawal and is paid on a monthly basis (month / quarter / half year) interest settlement. When the loan matures, interest should be settles along with the principal. One day interest rate = interest rate / 360.

3.4 Late penalty rate under the contract is 150% of the original loan interest rate, penalty interest rate for misappropriation of the loan is 150% of the original loan interest rate.

Article 4 Withdrawal(This Section Does Not Apply to Loan Cycles)

4.1 Funds should be withdrawn based on the actual needs, the borrower can make single or multiple withdrawals to the loan amount limit before 30th August 2019.

4.2 If the borrower does not withdraw according to the contract, the lender has the right to cancel all or part of the remaining unused balance.

Article 5 Repayment

5.1 Borrower repay the loan under this contract in one single lump sum.

5.2 If the Borrower prepay the principal in advance, the borrower should compensate the lender. The compensation should be calculated as: the amount of principle that is prepaid x the remaining time under the contract (number of months) x 0.1%; the number of months calculated for remaining time should be rounded to the greater integral number.

Article 6 Cycle Loan Special Agreementnot applicable.

Article 7 Guarantees

7.1 Loans under the contract are guaranteed, by 2402 Unit 3, Building 3, Dongfangqinyuan 2, Longgang, Hong Kong Highpower Technology Co., Ltd., Huizhou Highpower Technology Co., Ltd. and the legal person, Dangyu Pan 's personal joint responsibility for promissory guarantee.

7.2 Under the contract, the corresponding maximum guarantee contracts are the following:

Maximum amount of guarantee contract name: "the maximum guaranteed contract" (ID: ICBC 0400000928-2015henggangbaozi 0009)

Guarantor: Hong Kong Highpower Technology Co., Ltd.

Maximum amount of guarantee contract name: "the maximum guaranteed contract" (ID: ICBC 0400000928-2015henggangbaozi 0010)

Guarantor: Springpower Technology (Shenzhen) Co., Ltd.

Maximum amount of guarantee contract name: "the maximum guaranteed contract" (ID: ICBC 0400000928-2015henggangbaozi 0011)

Guarantor: Dangyu Pan

Article 8 Financial Agreementnot applicable

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Article 9 Dispute Resolution

Dispute resolution under this contract is resolved through litigation at the court with jurisdiction where the lender is located.

Article 10 Other

10.1 Contract is in triplicate, the borrower has one copy, the lender has two copies, which have the same legal effect.

10.2 The following attachments along with other attachments mutually recognized form an integral part of this contract, and have the same legal effect as the contract:

Annex 1: Notice of Withdrawal

Annex 2: commission payment protocol

Article 11 Other Matters Agreed by the Parties

Article 11 Other Provisions Agreed by Both Parties

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The Second Part   Specific Provisions

Article 1   Rate and Interest

1.1 In foreign currency borrowings, LIBOR is the benchmark interest rate on the withdrawal date or two banking days before the adjustment date of base interest rate (11:00 noon London time) Reuters (REUTRES) Financial Telecommunication terminal "LIBOR" page displays the borrower under this contract currency interbank offered rate; HIBOR as the benchmark interest rate adjustment date or withdrawal two banking days before (11:15 noon Hong Kong time) Reuters (REUTRES) Financial Telecommunication terminal "HIBOR" page shows the same industry in HK Offered Rate.

1.2 For loans with floating interest rates under the contract, , the rules to adjust the underlying interest rate will not be changed.

1.3 For loans with interest rates settled monthly, interest settlement date is 20th of each month; For loans with interest rates settled quarterly, the interest settlement date is the 20th of the last month of each quarter; For loans with interest rates settled semi-annually, interest settlement dates are June 20 and December 20 of each year.

1.4 The first interest period is from the actual withdrawal date to the date of the first interest settlement date; the last interest period is from the following day after the previous interest period to the final repayment date; other interest period is from the following day after the previous interest period to the next interest settlement date.

1.5 In the case the People's Bank of China adjust the policies to mandate loan interest rate, the lender will follow such policies, and will not notify the borrower.

1.6 Upon signing the contract, if the loan interest rate is discounted from the base interest rate determined by People’s Bank of China, the Lender has the right to reevaluate the discount given to the Borrower based on the national policies, credit quality of the borrower, and the changes of the guarantors, etc. The Lender has the discretion to decide on the cancellation of part or all discount, and will notify the borrower in the due course.

Article 2   Loan Withdrawal and Release

2.1 Upon withdrawal, the borrower must meet the following prerequisites, otherwise lenders are not obliged to release any funds to the borrower, except the lender agrees to advance loans:

(1) Except loans on credit, the Borrower has provided appropriate guarantee according to the Lender’s requirements, and related guarantee procedures are completed;

(2) No breaches occurred under this contract or other contracts signed by the Borrower and the Lender.;

(3) Evidence of use of funds provided by the borrower conforms to the agreed use of funds;

(4) Provide any other materials needed by the lender.

2.2 The written documents provided by the Borrower to the Lender upon withdrawal shall be original; Under conditions that original written documents can not be provided, after the consent of the Lender, a copy of the duplicate with the official seal stamped from the Borrower.

2.3 Borrowers must submit withdrawal notice to the Lender at least five banking days in advance before any withdrawal. Once withdrawal notice is submitted, without the written consent of the lender, it may not be revoked.

2.4 If the Borrower meets the prerequisites for withdrawal or agreed by the Lender to advance the loan, the lender transfers loan amount to the designated borrowers’ account, the lender is deemed to have issued the loan to the Borrower in accordance with the contract.

2.5 In accordance with relevant regulatory requirements and management requirements of lenders, loans more than certain amount or that meet other conditions should be paid by entrusted payment of the Lender, the Lender should pay loans to the designated object with the borrower's withdrawal application and payment commission.

 Therefore, the Borrower should sign entrusted payment agreement with the Lender as the attachment of the contract, and should open or designate a specific account at the Lender’s bank to settle the payments.

Article 3   Repayment

3.1 The Borrower shall timely repay the contract principal, interest and other payables in full. On the payment date and one banking day before each settlement day, current payable interest, principal and other payables should be fully deposited into the repayment account opened at the Lender’s bank , which shall be collected by the Lender on the repayment date or interest settlement date, or the Lender has the right to require the Borrower handle transfer procedure . If the repayment amount in the account is insufficient to cover all due amounts of the Borrower, the lender has the right to decide the liquidation order.

3.2 The Borrower should submit written application 10 banking days in advance for advanced repayment of all or part of the loans to the lender with the consent of the Lender to pay compensation to the Lender in accordance with the standard agreed in the contract.

3.3 The Borrower shall repay due principal, interest and other payables in advance with the consent of the Lender according to the contract on the advanced repayment date .

3.4 The lender has the right to call loans in advance according to the returning situation of borrower’s funds.

3.5 If the actual loan period is shorten because of the advanced repayment by the Borrower or advanced loan call by the Lender according to the contract, the corresponding interest rate level will not be adjusted.

Article 4 Cycle Loan(not applicable)

Article 5   Guarantee

5.1 In addition to loans on credit, the borrower should provide legitimate and effective guarantee that is accepted by the Lender to fulfill the obligations under the contract . Guarantee contracts are signed separately.

5.2 Borrower shall promptly notify the lender, and further provides other guarantees accepted by the Lender under the conditions that damages, depreciation, property disputes, being seized or detained, or discreet disposal of collateral by the Borrower, or the guarantor’s financial condition changes adversely,

5.3 If accounts receivables are pledged as collaterals under the contract during the period the contract is still effective, the lender has the right to declare early maturity of loans, and require the borrower to immediately repay some or all of loan principal and interest, or request additional legitimate and effective collaterals against the loans, if one of the following conditions occur,

(1) The pledgor of the accounts receivable bad debt increases on the payer of which the accounts receivable are pledged, for two consecutive months;

(2) The accounts receivable that is uncollectable accounts for over 5% of the pledgor’s total accounts receivable.

(3) The accounts receivable is due and uncollectable when trade disputes (including but not limited to quality, technology, service-related disputes) or debt disputes between the pledgor and payer

Article 6 Account Management

6.1 Borrower shall designate a special account at the Lender’s bank for cash inflows for collecting sales revenues or planned capital repayment. Corresponding to the sales in the form of non-cash settlement, the borrower should ensure timely receipt of funds into the designated account.

6.2 Lender has the right to monitor the designated account, including but not limited to the capital income and expenditure, the borrower should cooperate. If required by the Lender, the Borrower should enter into a special account control agreement.

Article 7   Representations and Warranties

Borrower makes the following representations and warranties to the lender, and such representations and warranties remains in effect under the term of the contract:

7.1 Borrower shall have the qualification, and ability to perform the contract signed with the Lender.

7.2 The Borrower has received all the necessary authorization or approval to sign and perform this contract, which is not in violation of the Articles of Association and relevant laws and regulations, and shall bear other obligations under the contract not in conflict with other contracts.

7.3 The borrower has been scheduled to meet other debt payments, bank loan principal and interest owed no malicious behavior.

7.4 The borrower has a sound organizational and financial management system, in the last year of production and management process has not a major act of violation of discipline, the current senior management has no significant adverse record.

7.5 The borrower provides to the lender of all documents and information are true, accurate, complete and effective, there is no false record, misleading statement or significant omission.

7.6 The borrower provides to the lender's financial and accounting reports are prepared under Chinese accounting standards, true, fair and complete reflection of the borrower's operations and liabilities, and the borrower's financial situation has not any material adverse change since the most recent financial reporting period. 7.7 The borrower has not concealed to the lender any litigation, arbitration or claim involved.

Article 8 Borrower Commitment

8.1 The Borrower withdraws and uses funds under terms and conditions in the contract. The borrowed money is not used for fixed assets and equity and other investments, not in any way into the stock market, futures market or uses prohibited by relevant laws and regulations.

8.2 Repay the loan principal and interest and other payables in accordance with the contract.

8.3 Accept and actively cooperate with the lender for account analysis, inspection, on-site reviews, etc., including use of the loan, including the use of funds and supervision of the inspection. In accordance with the lender’s requirements, the borrower periodically provides summary reports for the use of funds.

8.4 Accept the lender's credit check required by the lender, and provide the lender with balance sheet, income statement and other financial and accounting information reflecting the borrower's solvency, to actively assist and cooperate with the lender to investigate and review its financial situation and production operations.

8.5 Before paying off the loan principal and interest under the contract and other payables, the Borrower is not allowed to repay and dividends.

8.6 For the merger, divesture, reduction, changes in ownership, transfer of substantial assets and debt, significant foreign investment, substantial increase in debt financing and other activities that may adversely affect the rights of the Lender’s interest, prior written consent is required by the lender.

8.7 One of the following circumstances occurs, notify the lender:

(1) The change on articles of incorporation, business scope, registered capital, the legal representative;

(2) Out of business, dissolution, liquidation, business for rectification, revocation of business license is revoked or application (by application) bankruptcy;

(3) Or may be involved in major economic disputes, litigation, arbitration, or the property was legally seized, detained or regulation;

(4) Shareholders, directors and senior management is currently involved in serious cases or economic disputes.

8.8 Timely, completely and accurately disclose related party relationships and related party transactions.

8.9 Sign and verify notices mailed, or in the form, from lender ..

8.10 Not dispose of assets in order to reduce the solvency; provide guarantees to third parties without damaging the interest of the lender.

8.11 If the loans under the contract are on credit basis, the Borrower should provide complete, true, accurate information to reflect providing guarantees that may affect its obligations under this contract, and acquire written consent from the lender.

8.12 Take responsibility for the expenses from the Lender in purpose of fulfillment of contracts, including but not limited to litigation or arbitration fees, property preservation fees, legal fees, execution fees, assessments fees, auction fees, notice fees.

8.13 Debt settlement under the contract is in priority to its shareholders, and at least has equal status with the borrower's other similar debt from other creditors and borrowers.

8.14 Reinforce the social and environmental risk management, and agree to accept inspections by the Lender. If requested by the Lender, the Borrower agrees to provide the corresponding report.

Article 9 Lender Commitment

9.1 Release loans to the Borrower in accordance with the contract.

9.2 Maintains the confidentiality of non-public information, except required by laws and regulations otherwise.

Article 10 Breach of Contract

10.1 Any of the following events constitutes an event of breach:

(1)The borrower fails to repay principal, interest, and other payables in accordance with the provisions specified in this contract, or fails to fulfill any other obligations in this contract, or contrary to the statements, guarantee and commitments in this contract;

(2)The guarantees in this contract have adversely changed to the Lender’s loan, and the Borrower is not available to provide other guarantees approved by the lender;

(3) Fail to pay off any other debts due by the Borrower, or fails to fulfill or breach other obligations in this contract, or likely to affect the performance of the obligations in this contract;

(4) The financial performance of the profitability, debt payment ability, operating capacity and cash flow of the Borrower exceed the agreed standards, or deterioration has been or may affect the obligations in this contract;

(5) The Borrower's ownership structure, operation, external investment has changed adversely, which have affected or may affect the fulfillment of the obligations in this contract;

(6) Borrower involves or may involve significant economic disputes, litigation, arbitration, or asset seizure, detention or enforcement, or judicial or administrative authorities for investigation or take disciplinary measures in accordance with the laws, or illegal with relevant state regulations or policies in accordance with the laws, or exposure by media, which have affected or may affect the fulfillment of the obligations in this contract;

(7) The borrower’s principal individual investors, key management officer’s change, disappearances or restriction of personal liberty, likely to affect the performance of the obligations in this contract;

(8) The borrower using false contracts with related parties, using no actual transaction to extract the lender’s funds or credit, or evasion of lender’s loan right through related party transactions;

(9) Borrowers have been or may be out of business, dissolution, liquidation, business reorganizations, business license has been revoked or bankruptcy;

(10) Borrowers breaches food safety, production safety, environmental protection and other environmental and social risk management related laws and regulations, regulatory requirements or industry standards, resulting in accidents, major environmental and social risk events, likely to affect the performance of the obligations in this contract;

(11) In this contract, the borrowing is paid by credit, the borrower's credit rating, level of profitability, asset-liability ratio, net cash flow of operating and other indicators do not meet the credit conditions of the lender; or without the lender’s written contract, pledges guarantee or provides assurance guarantees to other party, likely to affect the performance of the obligations in this contract;

(12) Other adverse situations may affect in the realization of loan right in this contract.

10.2 If the borrower breaches of contract, the lender has the right to take one or more of the following measures:

(1) Require the borrower to remedy the default within a certain time limit

(2) Terminate other financing funds in other contract issued to the borrower by the lender, cancel part or all of undrawn borrowings and other financing amount of borrower;

(3) Announce the outstanding loan and other financing amount between the lender and the borrower in this contract, and take back the outstanding amounts;

(4) Requires the borrower to compensate the loss of the lender caused by the breach of contract;

(5) Measures according to provisions of lows and regulations, provisions of this contract and other necessary measures.

10.3 If the borrower fails to repay the due loan (including loan declared expire immediately), the lender has the right to charge penalty interest according to penalty interest rate agreed by this contract from the due date. The interest fails to repay on time, charge compound interest according to overdue penalty interest rate.

10.4 Borrower fails to use the loan for agreed usage, the lender has the right charge penalty interest on embezzlement according to embezzlement penalty interest rate agreed by this contract. The interest fails to repay on time during the embezzlement period, charge compound interest according to embezzlement penalty interest rate.

10.5 The borrower simultaneously happens the situations in section 10.3, 10.4, choosing the heavier interest rate to charge, cannot impose in double.

10.6 If the borrower does not repay the principal, interest (including interest and compound interest) or other payables on time, the lender has the right to announcements through the media for collection.

10.7 If the control or controlled relationship between related parties of the borrower and the borrower changes, or the related parties of the borrower happens the other situations except the situations of (1) and (2) in above provision 10.1, likely to affect the performance of the obligations of the borrower in this contract, the lender has the right to take the measures agreed in the contract.

Article 11 Deduction

11.1 Borrower does not repay the due debt in this contract according to this contract(including the debt declared due immediately), the lender has the right to deduct corresponding amount from all the functional and foreign accounts opened at the branches of ICBC, until all the debt of the borrower in this contract are paid off.

11.2 If the currency of deduct payments is inconsistent with the currency in this contract, the exchange rate on the deduction day is the applicable exchange rate. The interest and other fees during the deduction fees and debt pay off day, and the difference because of fluctuations the exchange rate during this period is assumed by the borrower.

11.3 If deducted amount for the lender is insufficient to pay off all debts, the lender has the right to determine the payment order.

Article 12 Transfer of Rights and Obligations

12.1 Lender has the right to transfer all or part of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third party.

12.2 The Lender or China Industrial and Commercial Bank Limited ("ICBC") can Authorize or commit the other branches to perform the rights and obligations in this contract according to operation need, or transfer the loan right in this contract to the other branches of ICBC, the borrower must agree, and the above actions of the lender do not need to ask for permission of borrower. The other branches which undertake the lender’s rights and obligations have the right to perform all rights in this contract, and have right to apply for litigation, arbitration, compulsory execution for the disputes in this contract in the branch’s name.

Article 13 Effect, Change and Terminate of This Contract

13.1 This contract is effective since the signature date, and is terminated on the day the borrower performs all the obligations in this contract.

13.2 Any change of this contract shall be agreed by all parties involved and be made in writing. The changes of provisions and agreements are part of the contract, has equal legal right with the contract. Except the changed part, the rest part of this contract is still valid, before the changes is in effect, the original terms of this contract is still valid.

13.3 The change or termination of this contract will not affect the right of all parties involved to require compensation. The termination of this contract, will not affect the effectiveness of the dispute settlement provisions.

Article 14 Law And Dispute Resolution

The contract formation, validity, interpretation, performance and dispute settlement are applicable PRC laws. All caused by the contract or in connection with the contract-related disputes and disputes, both parties should be resolved through consultation, the consultation fails according to the contract settlement.

Article 15 Confirmation of Address for Litigation/Arbitration

15.1 The Lender and the Borrower confirm the mailing address and method indicated in the first page of this Contract as the Borrower’s effective address and method for service of Litigation/arbitration (including but not limited to summons, notice of trial, written judgment, order, mediation agreement and notice for performance within a time limit, etc.).

15.2 The borrower agree to arbitration or court use this contract page written arbitration/litigation document to fax, E-mail, except written judgments or orders and conciliation statements.

15.3 The service agreement shall apply to the procedures of arbitration and litigation in the first instance, second instance and retrial and implementation stages. To the above address of service agency or court of arbitration for delivery can be directly by mail.

15.4 The Borrower ensures that the address for service given above is accurate and effective. In case of change of the address for service given above, the Borrower ensures to notify the Lender in written form in time, or the service given according to the address given above shall remain effective and the Borrower shall bear all legal consequences arising therefrom.

Article 16 Complete Contract

The first part of this contract, "borrowing conditions" and the second part of the "liquidity loan contract terms," together form a complete loan contract, the same two words have the same meaning. The loan borrower is constrained by the above two parts.

Article 17 Notice

17.1 All notices under the contract should be given in writing. Unless otherwise agreed, the parties designated residence stated in this contract for communication and contact address. Address of any party or other contact is changed, shall be in writing promptly notify the other party.

17.2 One party can notify the other party in the form of announcement or notary service if the recipient party refuses to receive other circumstances that cause inability to deliver.

Article 18 Special Provisions for Value-added Tax

18.1 The costs/interest and expenses (to be determined pursuant to the specific contract) that the Borrower pay the Lender under this Contract shall be a tax-included price.

18.2 If the Borrower requests the Lender to issue a value-added tax invoice, the Borrower shall register information with the Lender. The information registered shall include full name of the Borrower, identification number or social credit code of the taxpayer, address, telephone number, opening bank and account number. The Borrower shall ensure that the relevant information provided for the Lender is accurate, correct and complete. The Borrower shall, according to the Lender’s requirements, provide relevant supporting materials. The specific requirements shall be announced by the Lender through website notice or website announcement.

18.3 If the Borrower collects a value-added tax invoice itself, the Borrower shall provide the Lender with a power of attorney sealed, designate a person for collecting and define the identification card number of the person. The person designated shall take the original of his identification card for collecting the value-added tax invoice. In case of change of the person designated for collecting, the Borrower shall issue to the Lender a new power of attorney sealed. In the event that the Borrower selects to collect the value-added tax invoice by post, the Borrower shall also provide the correct mailing information for service. In case of change of the mailing information, the Borrower shall notify the Lender timely in written form.

18.4 If the Lender is unable to issue a value-added tax invoice timely due to force majeure, such as natural disaster, government act and social exceptional events, or due to causes attributable to tax authorities, the Lender shall have the right to postpone issue of a value-added tax invoice, without bearing any liability.

18.5 If the Borrower is unable to receive a relevant copy of the value-added tax invoice due to causes not attributable to the Lender, such as loss, damage or delay of the invoice after the Borrower collects or the Lender submits to a third party to post the invoice, or if the Borrower is unable to make deduction due to delay of the value-added tax invoice, the Lender shall not bear liability of compensation for the Borrower’s relevant economic losses.

18.6 Should a special red-letter invoice of value-added tax be issued resulting from sales return, suspension of taxable service or wrong information of invoice, or authentication failure of deduction copy and invoice copy, where the Lender should submit an Information Table for Issuing a Special Red-Letter Invoice of Value-Added Tax to a tax authority in accordance with relevant laws, regulations and policy documents, the Borrower shall submit an Information Table for Issuing a Special Red-Letter Invoice of Value-Added Tax to the tax authority, and the Lender shall issue a special red-letter invoice of value-added tax after the tax authority makes review and notifies the Lender.

18.7 In case of adjustment of the national tax rate during the execution period of this Contract, the Lender shall have the right to adjust the price agreed herein according to the change of the national tax rate.

Article 19 Miscellaneous

19.1 No failure to exercise or partially exercise or delay in exercising any right hereunder by the Lender shall be deemed as a waiver or change of this right or any other right or affect the Lender to further exercise this right or other rights.

19.2 The invalidity or enforceability of any provision of the Contract shall neither affect the validity or enforceability of any other provision hereof nor affect the validity of the entire Contract.

19.3 According to the provisions of relevant laws and regulations or the requirements of the financial regulatory institutions, the Lender shall have the right to provide the information related to this Contract and the Borrower’s other relevant information for the credit consulting system of the People’s Bank of China and other credit information database established by law, for the eligible institutions or individuals for consultation and use. For the purpose of conclusion and performance of this Contract, the Lender shall also have the right to inquire the Borrower’s relevant information through the credit consulting system of the People’s Bank of China and other credit information database established by law.

19.4 The terms of “the affiliated parties”, “the relationship between affiliated parties”, “the affiliated party transaction”, “the main individual investor” and “the key managerial personnel” stated in the Contract shall have the same meanings as those defined in the Accounting Standards for Enterprises No. 36 - Disclosure of Affiliated Parties (Finance and Accounting (2006) No. 3) issued by the Ministry of Finance and future amendment thereto.

19.5 The term “environmental and social risk” means the danger and relevant risk which are likely to cause by the Borrower and its affiliated party during construction, production and operation activities, including the environmental and social problems related to energy consumption, pollution, land, health, safety, resettlement of inhabitants, ecological protection and climate change.

19.6 The documents and vouchers for the loan hereunder made and kept by the Lender according to its business rules shall constitute effective evidences of proving the claim and debt relationship between the Borrower and the Lender and shall be binding upon the Borrower.

19.7 In this Contract, (1) this Contract referred to herein shall include any amendment or supplementation to this Contract; (2) the headings to the articles hereof are for ease of reference only, and in no event shall the substance of any paragraph be interpreted and the contents and scope be restricted by such headings; (3) if the date of withdrawal or repayment is not a banking day, it shall be extended to the next banking day.

Both parties confirm: the Borrower and the Lender have made full consultation on all terms and conditions of this Contract. The Lender has reminded the Borrower to pay special attention to the provisions for the rights and obligations of both parties and have overall and correct understanding of these provisions. At the Borrower’s request, the Lender has interpreted and explained relevant provisions. The Borrower has carefully read and fully understood of all terms and conditions of this Contract (including Part 1 Basic Provisions and Part 2 Specific Provisions). Both the Borrower and the Lender have completely consistent understanding of all terms and conditions of this Contract and have no objection to the contents of this Contract.

Lender (Seal):

Person in Charge/Authorized Agent: (Seal)

Borrower (Seal):

Legal Representative/Authorized Agent: (Seal)


Webplus: HPJ/20190813/10-Q_1/3_EX-10.2/000.htm SEC Original: tv527142_ex10-2.htm
Number :0400000928-2019nian(Henggang) No. 00182 WORKING CAPITAL LOAN CONTRACT The lender Person in charge: Duoping Yang Residence (address): East City Center Garden Street Shops 132, 132A, 133 Henggang Street, Longgang District, Shenzhen Zip Code: 518115 Borrower Legal representative: Dangyu Pan Contact: Sun Xun Residence (address): Building A2, Shanxia Luoshan Industrial Zone, Pinghu Town, Longgang District, Shenzhen Zip Code: 518000 Tel: *



EX-10.2 3 tv527142_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

Number :0400000928-2019nian(Henggang) No. 00182

WORKING CAPITAL LOAN CONTRACT

Important note: The contract is signed between borrower and lender according to laws and on equal and willing basis, and all the terms of this contract are true meaning of both sides. In order to protect the borrower’s legitimate rights and interests, the lender hereby inform the borrower to pay full attention to all the terms concerning the rights and obligations of both parties , especially the bold parts of the contract.

The lender: Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch

Person in charge: Duoping Yang

Residence (address): East City Center Garden Street Shops 132, 132A, 133 Henggang Street, Longgang District, Shenzhen

Zip Code: 518115

Borrower: Shenzhen Highpower Technology Co., Ltd.

Legal representative: Dangyu Pan   Contact: Sun Xun

Residence (address): Building A2, Shanxia Luoshan Industrial Zone, Pinghu Town, Longgang District, Shenzhen

Zip Code: 518000

Tel: *   Fax:*  E-mail: /

After equal negotiation, both sides agreed to enter into this particular contract.

The First Part   Basic Provisions

Article 1 The Use of the Loan

The loan Can be used for the below purpose and shouldn’t be used for any other purposes without written consent of the lender, the lender has the right to monitor the use of funds.

Use of loan: The loan can be used as current funds for production and operations.

Article 2 The Loan Amount and Duration

2.1 The amount under this contract is RMB10,000,000.00 (RMB TEN MILLION ONLY)

2.2 The term under this contract is 12 months from the date of actual withdrawal (if separate withdrawal, from the date of the first withdrawal), the actual withdrawal date is the date on IOU.

Article 3 Rate, Interest and Cost

3.1 To Determine the RMB Loan Interest Rates

RMB loan interest rates shall be determined according to the following(3)

(1) Fixed interest rate. Annual interest rate shall be /% and will not change during the duration.

(2) Floating interest rates. Interest rate shall be determined by base rate plus floating rate. Base rate is the corresponding base lending rate announced by the People's Bank of China onthe effective date of the contract with underlying term the same as in section 2.2. The floating rate is up% of the base rate,and shall not change within the loan period. After withdrawal, the interest rates shall be adjusted every  months. The date to determine the second period’s interest rate is the corresponding date when the first period ends.  If the corresponding date does not exist, then choose the last day of that month. Interest rate of each withdrawals shall be adjusted according to  .

A, the interest rate for each withdrawal during any six month period shall be determined according to the rate set at the beginning of the underlying period regardless of the number of withdrawals and shall be adjusted at the next six month period.

B, Borrowing rates of each withdrawal are determined and adjusted individually.

(3) Floating interest rates. Interest rate shall be determined by base rate plus floating rate. Base rate is up 51.4% of national interbank lending rates, and the rate cannot change during the period. After withdrawal, the interest rates shall be adjusted every1 months.

3.2 To Determine the Foreign Exchange Loan Interest Rates

Borrowing Rates in Foreign Currency Follow the / Ways to Determine:

(1) Fixed interest rate. Annual interest rate shall be / and shall not change during the duration.

(2) Floating interest rates, borrowing rates to / months / (LIBOR / HIBOR) as the base rate plus / basis points (one basis point to 0.01%) consisting of a floating interest rate spreads. Contract period plus point spreads remain unchanged. The use of sub-pen drawing and each withdrawal rates were calculated. Borrower after the withdrawal, following the / ways to adjust the benchmark interest rate, interest-bearing segment:

A, the benchmark interest rate changes in accordance with the corresponding period. The second phase of the benchmark interest rate adjustment date for a full withdrawal on the corresponding day after, if you adjust the month and the withdrawal does not exist on the corresponding date, places corresponding to the last day of the month, day, and so on other phases.

B, the benchmark interest rate changes in the first day of each Interest Period.

(3) Other: /

3.3 Interest for the borrower under the contract is calculated on a daily basis from the date of withdrawal and is paid on a monthly basis (month / quarter / half year) interest settlement. When the loan matures, interest should be settles along with the principal. One day interest rate = interest rate / 360.

3.4 Late penalty rate under the contract is 150% of the original loan interest rate, penalty interest rate for misappropriation of the loan is 150% of the original loan interest rate.

Article 4 Withdrawal(This Section Does Not Apply to Loan Cycles)

4.1 Funds should be withdrawn based on the actual needs, the borrower can make single or multiple withdrawals to the loan amount limit before 24th September 2019.

4.2 If the borrower does not withdraw according to the contract, the lender has the right to cancel all or part of the remaining unused balance.

Article 5 Repayment

5.1 Borrower repay the loan under this contract in one single lump sum.

5.2 If the Borrower prepay the principal in advance, the borrower should compensate the lender. The compensation should be calculated as: the amount of principle that is prepaid x the remaining time under the contract (number of months) x 0.1%; the number of months calculated for remaining time should be rounded to the greater integral number.

Article 6 Cycle Loan Special AgreementNot Applicable.

Article 7 Guarantees

7.1 Loans under the contract are guaranteed, by 2402 Unit 3, Building 3, Dongfangqinyuan 2, Longgang, Hong Kong Highpower Technology Co., Ltd., Huizhou Highpower Technology Co., Ltd. and the legal person, Dangyu Pan 's personal joint responsibility for promissory guarantee.

7.2 Under the contract, the corresponding maximum guarantee contracts are the following:

Maximum amount of guarantee contract name: "the maximum guaranteed contract" (ID: ICBC 0400000928-2015henggangbaozi 0009)

Guarantor: Hong Kong Highpower Technology Co., Ltd.

Maximum amount of guarantee contract name: "the maximum guaranteed contract" (ID: ICBC 0400000928-2015henggangbaozi 0010)

Guarantor: Springpower Technology (Shenzhen) Co., Ltd.

Maximum amount of guarantee contract name: "the maximum guaranteed contract" (ID: ICBC 0400000928-2015henggangbaozi 0011)

Guarantor: Dangyu Pan

Article 8 Financial Agreementnot applicable

/

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Article 9 Dispute Resolution

Dispute resolution under this contract is resolved through litigation at the court with jurisdiction where the lender is located.

Article 10 Other

10.1 Contract is in triplicate, the borrower has one copy, the lender has two copies, which have the same legal effect.

10.2 The following attachments along with other attachments mutually recognized form an integral part of this contract, and have the same legal effect as the contract:

Annex 1: Notice of Withdrawal

Annex 2: commission payment protocol

Article 11 Other Matters Agreed by the Partie

Article 11 Other provisions agreed by both parties

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/
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The Second Part   Specific Provisions

Article 1   Rate and Interest

1.1 In foreign currency borrowings, LIBOR is the benchmark interest rate on the withdrawal date or two banking days before the adjustment date of base interest rate (11:00 noon London time) Reuters (REUTRES) Financial Telecommunication terminal "LIBOR" page displays the borrower under this contract currency interbank offered rate; HIBOR as the benchmark interest rate adjustment date or withdrawal two banking days before (11:15 noon Hong Kong time) Reuters (REUTRES) Financial Telecommunication terminal "HIBOR" page shows the same industry in HK Offered Rate.

1.2 For loans with floating interest rates under the contract, , the rules to adjust the underlying interest rate will not be changed.

1.3 For loans with interest rates settled monthly, interest settlement date is 20th of each month; For loans with interest rates settled quarterly, the interest settlement date is the 20th of the last month of each quarter; For loans with interest rates settled semi-annually, interest settlement dates are June 20 and December 20 of each year.

1.4 The first interest period is from the actual withdrawal date to the date of the first interest settlement date; the last interest period is from the following day after the previous interest period to the final repayment date; other interest period is from the following day after the previous interest period to the next interest settlement date.

1.5 In the case the People's Bank of China adjust the policies to mandate loan interest rate, the lender will follow such policies, and will not notify the borrower.

1.6 Upon signing the contract, if the loan interest rate is discounted from the base interest rate determined by People’s Bank of China, the Lender has the right to reevaluate the discount given to the Borrower based on the national policies, credit quality of the borrower, and the changes of the guarantors, etc. The Lender has the discretion to decide on the cancellation of part or all discount, and will notify the borrower in the due course.

Article 2   Loan Withdrawal and Release

2.1 Upon withdrawal, the borrower must meet the following prerequisites, otherwise lenders are not obliged to release any funds to the borrower, except the lender agrees to advance loans:

(1) Except loans on credit, the Borrower has provided appropriate guarantee according to the Lender’s requirements, and related guarantee procedures are completed;

(2) No breaches occurred under this contract or other contracts signed by the Borrower and the Lender.;

(3) Evidence of use of funds provided by the borrower conforms to the agreed use of funds;

(4) Provide any other materials needed by the lender.

2.2 The written documents provided by the Borrower to the Lender upon withdrawal shall be original; Under conditions that original written documents can not be provided, after the consent of the Lender, a copy of the duplicate with the official seal stamped from the Borrower.

2.3 Borrowers must submit withdrawal notice to the Lender at least five banking days in advance before any withdrawal. Once withdrawal notice is submitted, without the written consent of the lender, it may not be revoked.

2.4 If the Borrower meets the prerequisites for withdrawal or agreed by the Lender to advance the loan, the lender transfers loan amount to the designated borrowers’ account, the lender is deemed to have issued the loan to the Borrower in accordance with the contract.

2.5 In accordance with relevant regulatory requirements and management requirements of lenders, loans more than certain amount or that meet other conditions should be paid by entrusted payment of the Lender, the Lender should pay loans to the designated object with the borrower's withdrawal application and payment commission.

 Therefore, the Borrower should sign entrusted payment agreement with the Lender as the attachment of the contract, and should open or designate a specific account at the Lender’s bank to settle the payments.

Article 3   Repayment

3.1 The Borrower shall timely repay the contract principal, interest and other payables in full. On the payment date and one banking day before each settlement day, current payable interest, principal and other payables should be fully deposited into the repayment account opened at the Lender’s bank , which shall be collected by the Lender on the repayment date or interest settlement date, or the Lender has the right to require the Borrower handle transfer procedure . If the repayment amount in the account is insufficient to cover all due amounts of the Borrower, the lender has the right to decide the liquidation order.

3.2 The Borrower should submit written application 10 banking days in advance for advanced repayment of all or part of the loans to the lender with the consent of the Lender to pay compensation to the Lender in accordance with the standard agreed in the contract.

3.3 The Borrower shall repay due principal, interest and other payables in advance with the consent of the Lender according to the contract on the advanced repayment date .

3.4 The lender has the right to call loans in advance according to the returning situation of borrower’s funds.

3.5 If the actual loan period is shorten because of the advanced repayment by the Borrower or advanced loan call by the Lender according to the contract, the corresponding interest rate level will not be adjusted.

Article 4 Cycle Loan (not applicable)

Article 5   Guarantee

5.1 In addition to loans on credit, the borrower should provide legitimate and effective guarantee that is accepted by the Lender to fulfill the obligations under the contract . Guarantee contracts are signed separately.

5.2 Borrower shall promptly notify the lender, and further provides other guarantees accepted by the Lender under the conditions that damages, depreciation, property disputes, being seized or detained, or discreet disposal of collateral by the Borrower, or the guarantor’s financial condition changes adversely,

5.3 If accounts receivables are pledged as collaterals under the contract during the period the contract is still effective, the lender has the right to declare early maturity of loans, and require the borrower to immediately repay some or all of loan principal and interest, or request additional legitimate and effective collaterals against the loans, if one of the following conditions occur,

(1) The pledgor of the accounts receivable bad debt increases on the payer of which the accounts receivable are pledged, for two consecutive months;

(2) The accounts receivable that is uncollectable accounts for over 5% of the pledgor’s total accounts receivable.

(3) The accounts receivable is due and uncollectable when trade disputes (including but not limited to quality, technology, service-related disputes) or debt disputes between the pledgor and payer

Article 6 Account Management

6.1 Borrower shall designate a special account at the Lender’s bank for cash inflows for collecting sales revenues or planned capital repayment. Corresponding to the sales in the form of non-cash settlement, the borrower should ensure timely receipt of funds into the designated account.

6.2 Lender has the right to monitor the designated account, including but not limited to the capital income and expenditure, the borrower should cooperate. If required by the Lender, the Borrower should enter into a special account control agreement.

Article 7   Representations and Warranties

Borrower makes the following representations and warranties to the lender, and such representations and warranties remains in effect under the term of the contract:

7.1 Borrower shall have the qualification, and ability to perform the contract signed with the Lender.

7.2 The Borrower has received all the necessary authorization or approval to sign and perform this contract, which is not in violation of the Articles of Association and relevant laws and regulations, and shall bear other obligations under the contract not in conflict with other contracts.

7.3 The borrower has been scheduled to meet other debt payments, bank loan principal and interest owed no malicious behavior.

7.4 The borrower has a sound organizational and financial management system, in the last year of production and management process has not a major act of violation of discipline, the current senior management has no significant adverse record.

7.5 The borrower provides to the lender of all documents and information are true, accurate, complete and effective, there is no false record, misleading statement or significant omission.

7.6 The borrower provides to the lender's financial and accounting reports are prepared under Chinese accounting standards, true, fair and complete reflection of the borrower's operations and liabilities, and the borrower's financial situation has not any material adverse change since the most recent financial reporting period. 7.7 The borrower has not concealed to the lender any litigation, arbitration or claim involved.

Article 8 Borrower Commitment

8.1 The Borrower withdraws and uses funds under terms and conditions in the contract. The borrowed money is not used for fixed assets and equity and other investments, not in any way into the stock market, futures market or uses prohibited by relevant laws and regulations.

8.2 Repay the loan principal and interest and other payables in accordance with the contract.

8.3 Accept and actively cooperate with the lender for account analysis, inspection, on-site reviews, etc., including use of the loan, including the use of funds and supervision of the inspection. In accordance with the lender’s requirements, the borrower periodically provides summary reports for the use of funds.

8.4 Accept the lender's credit check required by the lender, and provide the lender with balance sheet, income statement and other financial and accounting information reflecting the borrower's solvency, to actively assist and cooperate with the lender to investigate and review its financial situation and production operations.

8.5 Before paying off the loan principal and interest under the contract and other payables, the Borrower is not allowed to repay and dividends.

8.6 For the merger, divesture, reduction, changes in ownership, transfer of substantial assets and debt, significant foreign investment, substantial increase in debt financing and other activities that may adversely affect the rights of the Lender’s interest, prior written consent is required by the lender.

8.7 One of the following circumstances occurs, notify the lender:

(1) The change on articles of incorporation, business scope, registered capital, the legal representative;

(2) Out of business, dissolution, liquidation, business for rectification, revocation of business license is revoked or application (by application) bankruptcy;

(3) Or may be involved in major economic disputes, litigation, arbitration, or the property was legally seized, detained or regulation;

(4) Shareholders, directors and senior management is currently involved in serious cases or economic disputes.

8.8 Timely, completely and accurately disclose related party relationships and related party transactions.

8.9 Sign and verify notices mailed, or in the form, from lender ..

8.10 Not dispose of assets in order to reduce the solvency; provide guarantees to third parties without damaging the interest of the lender.

8.11 If the loans under the contract are on credit basis, the Borrower should provide complete, true, accurate information to reflect providing guarantees that may affect its obligations under this contract, and acquire written consent from the lender.

8.12 Take responsibility for the expenses from the Lender in purpose of fulfillment of contracts, including but not limited to litigation or arbitration fees, property preservation fees, legal fees, execution fees, assessments fees, auction fees, notice fees.

8.13 Debt settlement under the contract is in priority to its shareholders, and at least has equal status with the borrower's other similar debt from other creditors and borrowers.

8.14 Reinforce the social and environmental risk management, and agree to accept inspections by the Lender. If requested by the Lender, the Borrower agrees to provide the corresponding report.

Article 9 Lender Commitment

9.1 Release loans to the Borrower in accordance with the contract.

9.2 Maintains the confidentiality of non-public information, except required by laws and regulations otherwise.

Article 10 Breach of Contract

10.1 Any of the following events constitutes an event of breach:

(1)The borrower fails to repay principal, interest, and other payables in accordance with the provisions specified in this contract, or fails to fulfill any other obligations in this contract, or contrary to the statements, guarantee and commitments in this contract;

(2)The guarantees in this contract have adversely changed to the Lender’s loan, and the Borrower is not available to provide other guarantees approved by the lender;

(3) Fail to pay off any other debts due by the Borrower, or fails to fulfill or breach other obligations in this contract, or likely to affect the performance of the obligations in this contract;

(4) The financial performance of the profitability, debt payment ability, operating capacity and cash flow of the Borrower exceed the agreed standards, or deterioration has been or may affect the obligations in this contract;

(5) The Borrower's ownership structure, operation, external investment has changed adversely, which have affected or may affect the fulfillment of the obligations in this contract;

(6) Borrower involves or may involve significant economic disputes, litigation, arbitration, or asset seizure, detention or enforcement, or judicial or administrative authorities for investigation or take disciplinary measures in accordance with the laws, or illegal with relevant state regulations or policies in accordance with the laws, or exposure by media, which have affected or may affect the fulfillment of the obligations in this contract;

(7) The borrower’s principal individual investors, key management officer’s change, disappearances or restriction of personal liberty, likely to affect the performance of the obligations in this contract;

(8) The borrower using false contracts with related parties, using no actual transaction to extract the lender’s funds or credit, or evasion of lender’s loan right through related party transactions;

(9) Borrowers have been or may be out of business, dissolution, liquidation, business reorganizations, business license has been revoked or bankruptcy;

(10) Borrowers breaches food safety, production safety, environmental protection and other environmental and social risk management related laws and regulations, regulatory requirements or industry standards, resulting in accidents, major environmental and social risk events, likely to affect the performance of the obligations in this contract;

(11) In this contract, the borrowing is paid by credit, the borrower's credit rating, level of profitability, asset-liability ratio, net cash flow of operating and other indicators do not meet the credit conditions of the lender; or without the lender’s written contract, pledges guarantee or provides assurance guarantees to other party, likely to affect the performance of the obligations in this contract;

(12) Other adverse situations may affect in the realization of loan right in this contract.

10.2 If the borrower breaches of contract, the lender has the right to take one or more of the following measures:

(1) Require the borrower to remedy the default within a certain time limit

(2) Terminate other financing funds in other contract issued to the borrower by the lender, cancel part or all of undrawn borrowings and other financing amount of borrower;

(3) Announce the outstanding loan and other financing amount between the lender and the borrower in this contract, and take back the outstanding amounts;

(4) Requires the borrower to compensate the loss of the lender caused by the breach of contract;

(5) Measures according to provisions of lows and regulations, provisions of this contract and other necessary measures.

10.3 If the borrower fails to repay the due loan (including loan declared expire immediately), the lender has the right to charge penalty interest according to penalty interest rate agreed by this contract from the due date. The interest fails to repay on time, charge compound interest according to overdue penalty interest rate.

10.4 Borrower fails to use the loan for agreed usage, the lender has the right charge penalty interest on embezzlement according to embezzlement penalty interest rate agreed by this contract. The interest fails to repay on time during the embezzlement period, charge compound interest according to embezzlement penalty interest rate.

10.5 The borrower simultaneously happens the situations in section 10.3, 10.4, choosing the heavier interest rate to charge, cannot impose in double.

10.6 If the borrower does not repay the principal, interest (including interest and compound interest) or other payables on time, the lender has the right to announcements through the media for collection.

10.7 If the control or controlled relationship between related parties of the borrower and the borrower changes, or the related parties of the borrower happens the other situations except the situations of (1) and (2) in above provision 10.1, likely to affect the performance of the obligations of the borrower in this contract, the lender has the right to take the measures agreed in the contract.

Article 11 Deduction

11.1 Borrower does not repay the due debt in this contract according to this contract(including the debt declared due immediately), the lender has the right to deduct corresponding amount from all the functional and foreign accounts opened at the branches of ICBC, until all the debt of the borrower in this contract are paid off.

11.2 If the currency of deduct payments is inconsistent with the currency in this contract, the exchange rate on the deduction day is the applicable exchange rate. The interest and other fees during the deduction fees and debt pay off day, and the difference because of fluctuations the exchange rate during this period is assumed by the borrower.

11.3 If deducted amount for the lender is insufficient to pay off all debts, the lender has the right to determine the payment order.

Article 12 Transfer of Rights and Obligations

12.1 Lender has the right to transfer all or part of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third party.

12.2 The Lender or China Industrial and Commercial Bank Limited ("ICBC") can Authorize or commit the other branches to perform the rights and obligations in this contract according to operation need, or transfer the loan right in this contract to the other branches of ICBC, the borrower must agree, and the above actions of the lender do not need to ask for permission of borrower. The other branches which undertake the lender’s rights and obligations have the right to perform all rights in this contract, and have right to apply for litigation, arbitration, compulsory execution for the disputes in this contract in the branch’s name.

Article 13 Effect, Change and Terminate of This Contract

13.1 This contract is effective since the signature date, and is terminated on the day the borrower performs all the obligations in this contract.

13.2 Any change of this contract shall be agreed by all parties involved and be made in writing. The changes of provisions and agreements are part of the contract, has equal legal right with the contract. Except the changed part, the rest part of this contract is still valid, before the changes is in effect, the original terms of this contract is still valid.

13.3 The change or termination of this contract will not affect the right of all parties involved to require compensation. The termination of this contract, will not affect the effectiveness of the dispute settlement provisions.

Article 14 Law and Dispute Resolution

The contract formation, validity, interpretation, performance and dispute settlement are applicable PRC laws. All caused by the contract or in connection with the contract-related disputes and disputes, both parties should be resolved through consultation, the consultation fails according to the contract settlement.

Article 15 Confirmation of Address for Litigation/Arbitration

15.1 The Lender and the Borrower confirm the mailing address and method indicated in the first page of this Contract as the Borrower’s effective address and method for service of Litigation/arbitration (including but not limited to summons, notice of trial, written judgment, order, mediation agreement and notice for performance within a time limit, etc.).

15.2 the borrower agree to arbitration or court use this contract page written arbitration/litigation document to fax, E-mail, except written judgments or orders and conciliation statements.

15.3 the service agreement shall apply to the procedures of arbitration and litigation in the first instance, second instance and retrial and implementation stages. To the above address of service agency or court of arbitration for delivery can be directly by mail.

15.4 The Borrower ensures that the address for service given above is accurate and effective. In case of change of the address for service given above, the Borrower ensures to notify the Lender in written form in time, or the service given according to the address given above shall remain effective and the Borrower shall bear all legal consequences arising therefrom.

Article 16 Complete Contract

The first part of this contract, "borrowing conditions" and the second part of the "liquidity loan contract terms," together form a complete loan contract, the same two words have the same meaning. The loan borrower is constrained by the above two parts.

Article 17 Notice

17.1 All notices under the contract should be given in writing. Unless otherwise agreed, the parties designated residence stated in this contract for communication and contact address. Address of any party or other contact is changed, shall be in writing promptly notify the other party.

17.2 One party can notify the other party in the form of announcement or notary service if the recipient party refuses to receive other circumstances that cause inability to deliver.

Article 18 Special Provisions for Value-added Tax

18.1 The costs/interest and expenses (to be determined pursuant to the specific contract) that the Borrower pay the Lender under this Contract shall be a tax-included price.

18.2 If the Borrower requests the Lender to issue a value-added tax invoice, the Borrower shall register information with the Lender. The information registered shall include full name of the Borrower, identification number or social credit code of the taxpayer, address, telephone number, opening bank and account number. The Borrower shall ensure that the relevant information provided for the Lender is accurate, correct and complete. The Borrower shall, according to the Lender’s requirements, provide relevant supporting materials. The specific requirements shall be announced by the Lender through website notice or website announcement.

18.3 If the Borrower collects a value-added tax invoice itself, the Borrower shall provide the Lender with a power of attorney sealed, designate a person for collecting and define the identification card number of the person. The person designated shall take the original of his identification card for collecting the value-added tax invoice. In case of change of the person designated for collecting, the Borrower shall issue to the Lender a new power of attorney sealed. In the event that the Borrower selects to collect the value-added tax invoice by post, the Borrower shall also provide the correct mailing information for service. In case of change of the mailing information, the Borrower shall notify the Lender timely in written form.

18.4 If the Lender is unable to issue a value-added tax invoice timely due to force majeure, such as natural disaster, government act and social exceptional events, or due to causes attributable to tax authorities, the Lender shall have the right to postpone issue of a value-added tax invoice, without bearing any liability.

18.5 If the Borrower is unable to receive a relevant copy of the value-added tax invoice due to causes not attributable to the Lender, such as loss, damage or delay of the invoice after the Borrower collects or the Lender submits to a third party to post the invoice, or if the Borrower is unable to make deduction due to delay of the value-added tax invoice, the Lender shall not bear liability of compensation for the Borrower’s relevant economic losses.

18.6 Should a special red-letter invoice of value-added tax be issued resulting from sales return, suspension of taxable service or wrong information of invoice, or authentication failure of deduction copy and invoice copy, where the Lender should submit an Information Table for Issuing a Special Red-Letter Invoice of Value-Added Tax to a tax authority in accordance with relevant laws, regulations and policy documents, the Borrower shall submit an Information Table for Issuing a Special Red-Letter Invoice of Value-Added Tax to the tax authority, and the Lender shall issue a special red-letter invoice of value-added tax after the tax authority makes review and notifies the Lender.

18.7 In case of adjustment of the national tax rate during the execution period of this Contract, the Lender shall have the right to adjust the price agreed herein according to the change of the national tax rate.

Article 19 Miscellaneous

19.1 No failure to exercise or partially exercise or delay in exercising any right hereunder by the Lender shall be deemed as a waiver or change of this right or any other right or affect the Lender to further exercise this right or other rights.

19.2 The invalidity or enforceability of any provision of the Contract shall neither affect the validity or enforceability of any other provision hereof nor affect the validity of the entire Contract.

19.3 According to the provisions of relevant laws and regulations or the requirements of the financial regulatory institutions, the Lender shall have the right to provide the information related to this Contract and the Borrower’s other relevant information for the credit consulting system of the People’s Bank of China and other credit information database established by law, for the eligible institutions or individuals for consultation and use. For the purpose of conclusion and performance of this Contract, the Lender shall also have the right to inquire the Borrower’s relevant information through the credit consulting system of the People’s Bank of China and other credit information database established by law.

19.4 The terms of “the affiliated parties”, “the relationship between affiliated parties”, “the affiliated party transaction”, “the main individual investor” and “the key managerial personnel” stated in the Contract shall have the same meanings as those defined in the Accounting Standards for Enterprises No. 36 - Disclosure of Affiliated Parties (Finance and Accounting (2006) No. 3) issued by the Ministry of Finance and future amendment thereto.

19.5 The term “environmental and social risk” means the danger and relevant risk which are likely to cause by the Borrower and its affiliated party during construction, production and operation activities, including the environmental and social problems related to energy consumption, pollution, land, health, safety, resettlement of inhabitants, ecological protection and climate change.

19.6 The documents and vouchers for the loan hereunder made and kept by the Lender according to its business rules shall constitute effective evidences of proving the claim and debt relationship between the Borrower and the Lender and shall be binding upon the Borrower.

19.7 In this Contract, (1) this Contract referred to herein shall include any amendment or supplementation to this Contract; (2) the headings to the articles hereof are for ease of reference only, and in no event shall the substance of any paragraph be interpreted and the contents and scope be restricted by such headings; (3) if the date of withdrawal or repayment is not a banking day, it shall be extended to the next banking day.

Both parties confirm: the Borrower and the Lender have made full consultation on all terms and conditions of this Contract. The Lender has reminded the Borrower to pay special attention to the provisions for the rights and obligations of both parties and have overall and correct understanding of these provisions. At the Borrower’s request, the Lender has interpreted and explained relevant provisions. The Borrower has carefully read and fully understood of all terms and conditions of this Contract (including Part 1 Basic Provisions and Part 2 Specific Provisions). Both the Borrower and the Lender have completely consistent understanding of all terms and conditions of this Contract and have no objection to the contents of this Contract.

Lender(Seal):

Person in Charge/Authorized Agent: (Seal)

Borrower (Seal):

Legal Representative/Authorized Agent: (Seal)


Webplus: HPJ/20190813/10-Q_1/4_EX-10.3/000.htm SEC Original: tv527142_ex10-3.htm
REF:: 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



EX-10.3 4 tv527142_ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

REF:: ZH78191902001

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: SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD

Add: Building A, Industrial Area, Renmin Road, Guanlan Street, Bao’an District, Shenzhen, China

Legal Representative: Pan Dangyu

Tel: *

Fax: *

Party B: China Everbright Bank Shenzhen Branch

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

Tel: *

Fax: *

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

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

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:ZH78191711003).

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

4. The period of the maximum credit limits: from 4th April, 2019 to 3rd April, 2020.

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

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.

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.

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

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

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) Country’s monetary policy has dramatic adjustment;

(2) The region of Party A is suffering or will suffer financial risks;

(3) The market related to Party A has great change;

(4) Party A is suffering or will suffer significant operational difficulties or risks;

(5) Party A appears merger, acquisition reorganization, discrete, termination or other major institutional change, Party B think that may affect the safety of loan;

(6) Party A refused to accept the supervision and inspection about usage of funds and operating financial activities;

(7) Without the consent of the lender loans, Party A change the original purpose of loans, misappropriation of loans or engaged in illegal or irregular transactions;

(8) Providing false information or withheld important operations of the financial facts;

(9) Party A has such acts as transfer of property, withdrawal of funds or avoiding debt;

(10) 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. Through related party transactions, potential evasion of bank debt;

(11) Party A has the act of violation of commitments under this Agreement;

(12) Guarantor of this Agreement suffers the serious shortage of funds or operating difficulties, which has seriously affected the security capabilities;

(13) Collateral for the guarantee damages, endangering the Party B’s debt security;

(14) There occurs everything, according to Party B’s opinion, which decreases the solvency of Party A or damages the interests of Party B;

(15) Party A fails to perform any obligations in specific business contract.

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

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

The guarantor SPRINGPOWER TECHNOLOGY (SHENZHEN) CO., LTD., HUIZHOU HIGHPOWER TECHNOLOGY CO., LTD., ICON ENERGY SYSTEMS (SHENZHEN) CO., LTD., and Pan Dangyu. Yin Zhoutao signed “Guaranty Contract of Maximum Amount”, which number is “GB78191902001-1, GB78191902001-2, GB78191902001-3, GB78191902001-4, GB78191902001-5” with Party B.

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

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

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

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.

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.

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.

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.

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.

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

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

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

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

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.

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.

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.

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

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

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

30. This agreement is signed on 13th March, 2019 in Shenzhen.

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)

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.

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_____________________.

34. Other

Party A (Stamp)

Signature of legal representative or deputy:

Party B (Stamp)

Signature of legal representative or deputy:


Webplus: HPJ/20190813/10-Q_1/5_EX-10.3(A)/000.htm SEC Original: tv527142_ex10-3a.htm
REF:GB78191902001-3 GUARANTEED MAXIMUM CONTRACT CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s Commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of Default Chapter Twelve Others Chapter



EX-10.3(A) 5 tv527142_ex10-3a.htm EXHIBIT 10.3(A)

Exhibit 10.3(a)

REF:GB78191902001-3

GUARANTEED MAXIMUM CONTRACT

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s Commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Guarantor: Icon Energy Systems (Shenzhen) Co., Ltd.
Address: Block A,4/F, Jinmeiwei Industrial Park, Guanlan Hi-teach Industrial Park, Shangkeng Community, Guanlan Town, Baoan District, Shenzhen
Zip code: 518000
Legal representative: Pan Dangyu
Attorney:
Managers: Sun Xun
TEL: *
FAX: *
Bank: Bank Of China. Long Hua Branch
A/C NO. *
Creditor: China Everbright Bank Co., Ltd., Shenzhen Branch
Address: No. 26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen, Guangdong 518000
Legal representative/Person in charge:  Peng Jianping,
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One           General

To ensure the fulfillment that 13th March, 2019 SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered ZH78191902001"Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement "), guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations, we formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and regulations.

Chapter Two           Definition

Article 1 Unless the context requires or the Contract requires , in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three           The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB twenty million.

Of the following cases, the main contract claims to determine:

(One) Identify expiry of the period of the main contract;

(Two) The new creditor cannot happen;

(Three) The creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) The fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;

(Five ) Other cases law claimed.

Chapter Four           Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract.

Chapter Five           Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six           Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter Seven           The Documents the Guarantor Should Submit

Article 7 Guarantor shall ensure that a fiduciary who first used the credit provided under the main contract specific credit business before the credit has been received, guarantor submitted the following documents:

1. The legal representative or agent effective guarantor signature or seal and affix the official seal of the original contract;

2. Guarantor's articles of association or approve the establishment of documentation and sponsorship by the latest annual inspection business license or certificate of legal institutions, or other legal existence can prove guarantor state documents;

3. Prove creditworthiness of the guarantor's financial statements or other information;

4. Guarantor's board of directors or the right to decide matters of this warranty other guarantor internal agencies agreed to provide guarantee for this contract in accordance with a resolution;

5. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to confirmation that the guarantor stamped copy is true, complete, valid file.

Chapter Eight           Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here:

1. The guarantor and validly existing legal entity / other organization in accordance with Chinese laws established, with independent civil capacity, and enjoy the full power, authority and rights of all of its assets and business activities of civil liability.

2. Guarantor has sufficient power, authority and rights to sign this contract and conduct transactions under this contract and has taken or obtained all necessary legal actions and other actions and agreed to authorize the execution and performance of this contract. The contract is guaranteed by a legal representative or agent valid signature.

3. Guarantor has carefully read and fully understood the contract and t accept the Lord contents and guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

4. Guarantor provide all the documents, data, reports, and documents to the creditor are accurate, true, complete and effective, and a copy of the form of documents are consistent with the original.

5. Guarantor has been made to sign this contract with all the necessary government approvals and third party consents, the execution and performance of this contract does not violate the sponsor's corporate constituent documents / approval documents (if any) and as a party to any other contract or agreement. Guaranteed under this contract will not be subject to any restrictions.

6. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

7. This contract is legally valid, on the guarantor constitute a legally binding obligation.

8. Currently there is no surety or anything involving major operating assets and will be the guarantor's financial position or guarantor to fulfill its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative proceedings.

9. Guarantor did not occur or exist any event of default.

Article 9 the representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine           Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:

1 The guarantor shall immediately notify the creditor any of the following events:

(1) the occurrence of any event of default;

(2) relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) the guarantor’s financial position deterioration, suspension of business, or is declared bankrupt, dissolved, revoked business license / certificate of legal institutions or revoked.

2. In the life of the contract, as long as all of the secured debt is not repaid, without the prior written consent of the creditor, the guarantor couldn’t make any associate, contract, lease, merger, joint-stock reform, or other mode of operation and ownership structure changed arrangements; If indeed due to operational needs or national policies, laws need to adjust for associates, contract, lease, merger, joint-stock reform, or otherwise change its mode of operation or ownership structure, the guarantor shall obtain the prior written consent of the creditor and in this contract under its warranty obligations and obligations to make a satisfactory credit arrangement.

3. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, or otherwise dispose split any material operating assets.

4. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right.

5. In the life of the contract, the guarantor as the administrative department for industry and commerce to make any changes to registration, should be after the change ten working days written notice to the creditor and the creditor files a copy of the relevant registration creditor.

6. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

7. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

8. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and

(2) due to violation of the contract and the guarantor to the creditor liable for any other losses.

Chapter Ten           The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven           Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:

1. Master contract any event of default occurs under;

2. Guarantor under this contract made representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Guarantor suspend or cease business or enters bankruptcy, liquidation, or other similar programs out of business, or the guarantor being filed for bankruptcy liquidation or authorities decided to suspend or temporarily suspended operations

5. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

6. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve           Others

Article 14 Without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 Of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 Of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the other.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue

Chapter Thirteen           Applicable Law and Dispute Resolution

Article 19 Of the contract and the contract any of the matters covered by Chinese law, and in accordance with Chinese law explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation can not reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen           Effectiveness, Change and Release of the Contract

Article 21 Of this contract from the guarantor and the creditor both legal representative or agent or stamped and stamped with the official seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen           Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect.

Article 24 of the annex to the contract include:

1.

2.

Chapter Sixteen           Supplementary

Article 25 of the original contract a formula two copies guarantor holding one copies of credit people who one copies of the same legal effect.

Article 26 This Contract 13th March, 2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the

creditor has the right to direct the people's court having jurisdiction for

enforcement. Fiduciary, guarantor loan made under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [    ]. 1, applies; 2, does not apply.)

This page is page contract signed by both parties, no text)

Guarantor (stamp):

Legal representative

(Or agent)

Creditor (stamp):

Legal Representative / CEO:

(or agent )


Webplus: HPJ/20190813/10-Q_1/6_EX-10.3(B)/000.htm SEC Original: tv527142_ex10-3b.htm
REF:GB78191902001-4 GUARANTEED MAXIMUM CONTRACT Natural person as a guarantor CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s Commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of



EX-10.3(B) 6 tv527142_ex10-3b.htm EXHIBIT 10.3(B)

Exhibit 10.3(b)

REF:GB78191902001-4

GUARANTEED MAXIMUM CONTRACT

Natural person as a guarantor

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s Commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Natural person as a guarantor

Guarantor: Pan Dangyu
ID number: *
Address: *
Living Address: No 68 Xinxia Road, Pinghu Street, Longgang District, Shenzhen
Zip code: 518111
TEL: *
FAX: *
Attorney:
(Required to provide a power of attorney signed by the guarantor)
ID number:
Address:
Living Address:
Zip code:
TEL:
FAX:
Creditor: China Everbright Bank Co., Ltd., Shenzhen Branch
Address: No.26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen
518000
Legal representative/Person in charge:  Peng Jianping
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One           General

To ensure the fulfillment that, 13th March, 2019, SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered ZH78191902001 "Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement "), guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations We formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and

regulations.

Chapter Two           Definition

Article 1 Unless the context requires, or the Contract requires, in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three           The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB twenty million.

Of the following cases, the main contract claims to determine:

(One) identify expiry of the period of the main contract;

(Two) the new creditor cannot happen;

(Three) the creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) the fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;

(Five) other cases law claimed.

Chapter Four           Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract.

Chapter Five           Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six           Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter Seven           The Documents the Guarantor Should Submit

1. The guarantor or agent valid original signed copy of this contract;

2. Guarantor of identity documents;

3. Prove creditworthiness of guarantors proof of assets or other information;

4. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to the guarantor or the authorized signatory signature confirmation that the copy is true, complete and valid documents.

Chapter Eight           Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here:

1. Guarantor is a full civil capacity of natural persons, have full qualifications and authority to enter into and perform this contract, and can independently bear civil liability.

2. Guarantor has carefully read and fully understood the contract and this contract to accept the Lord contents guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

3. Guarantor to the creditor to provide all the documents are accurate, true, complete and effective, and to provide a copy of the form of documents are consistent with the original.

4. Guarantor signing and implementation of the contract does not violate its position as a party to any other contract or agreement, and any laws or regulations applicable thereto. Guaranteed under this contract will not be subject to any restrictions.

5. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

6. This contract is legally valid, on the guarantor constitute a legally binding obligation.

7. Do not currently exist and will be anything involving guarantor or surety guarantor's financial position to meet its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative

proceedings.

8. Guarantor did not occur or exist any event of default.

Article 9 the representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine           Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:
1 The guarantor shall immediately notify the creditor any of the following events:

(1) the occurrence of any event of default;

(2) relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) the guarantor income substantially reduced significantly, the loss of economic resources such as lost or may lose its ability to perform the case;

(4) the guarantor change residential address and communication.

2. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, split or otherwise dispose of any of its major assets in the form.

3. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right.

4. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

5. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

6. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and

(2) due to violation of the contract and the guarantor to the creditor liable for any other losses.

Chapter Ten           The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven           Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:
1. Master contract any event of default occurs under;

2. Guarantor under this contract made representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

5. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve           Others

Article 14 Without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made ​​in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the others.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue. However, given the guarantor's credit file, you need to actually received before the creditor is deemed served.

Chapter Thirteen           Applicable Law and Dispute Resolution

Article 19 This contract and the contract to any matters covered by applicable PRC laws (excluding Hong Kong, Macau and Taiwan law), and in accordance with laws of the PRC (excluding Hong Kong, Macau and Taiwan law) explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation cannot reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen           Effectiveness, Change and Release of the Contract

Article 21 This contract is signed by the guarantor and the creditor or agent authorized representative / responsible person or agent or stamped signature and seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen           Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect..

Article 24 of the annex to the contract include:

1.

2.

Chapter Sixteen           Supplementary

Article 25 of the original contract a formula 2 copies guarantor holding 1 copies of credit people who 1 copies of the same legal effect.

Article 26 This Contract 13th Mar,2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for enforcement. Fiduciary, guarantor loan made ​​under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [2]. 1, applies; 2, does not apply.

This page is page contract signed by both parties, no text)

Guarantor or agent (Signature):

Creditor (stamp):

Legal Representative / CEO:

(Or agent)


Webplus: HPJ/20190813/10-Q_1/7_EX-10.3(C)/000.htm SEC Original: tv527142_ex10-3c.htm
REF:GB78191902001-5 GUARANTEED MAXIMUM CONTRACT Natural Person as a Guarantor CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s Commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of



EX-10.3(C) 7 tv527142_ex10-3c.htm EXHIBIT 10.3(C)

Exhibit 10.3(c)

REF:GB78191902001-5

GUARANTEED MAXIMUM CONTRACT

Natural Person as a Guarantor

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s Commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Natural Person as a Guarantor

Guarantor: Yin Zhoutao
ID number: *
Address: *
Zip code:
TEL:
FAX:
Attorney:
(Required to provide a power of attorney signed by the guarantor)
ID number:
Address:
Living Address:
Zip code:
TEL:
FAX:

Creditor: China Everbright Bank Co., Ltd., Shenzhen Branch
Address: No.26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen
518000
Legal representative/Person in charge:         Peng Jianping
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One           General

To ensure the fulfillment that, 13th Mar, 2019, SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered ZH78191902001 "Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement ") ,guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations We formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and

regulations.

Chapter Two           Definition

Article 1 Unless the context requires or the Contract requires, in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three           The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB twenty million.

Of the following cases, the main contract claims to determine:

(One) identify expiry of the period of the main contract;

(Two) the new creditor cannot happen;

(Three) the creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) the fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;
(Five) other cases law claimed.

Chapter Four           Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract

Chapter Five           Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six           Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter 7           The documents the Guarantor Should Submit

1. The guarantor or agent valid original signed copy of this contract;

2. Guarantor of identity documents;

3. Prove creditworthiness of guarantors proof of assets or other information;

4. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to the guarantor or the authorized signatory signature confirmation that the copy is true, complete and valid documents.

Chapter Eight           Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here:

1. Guarantor is a full civil capacity of natural persons, have full qualifications and authority to enter into and perform this contract, and can independently bear civil liability.

2. Guarantor has carefully read and fully understood the contract and this contract to accept the Lord contents guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

3. Guarantor to the creditor to provide all the documents are accurate, true, complete and effective, and to provide a copy of the form of documents are consistent with the original.

4. Guarantor signing and implementation of the contract does not violate its position as a party to any other contract or agreement, and any laws or regulations applicable thereto. Guaranteed under this contract will not be subject to any restrictions.

5. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

6. This contract is legally valid, on the guarantor constitute a legally binding obligation.

7. Do not currently exist and will be anything involving guarantor or surety guarantor's financial position to meet its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative

proceedings.

8. Guarantor did not occur or exist any event of default.

Article 9 the representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine           Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:

1 The guarantor shall immediately notify the creditor any of the following events:

(1) the occurrence of any event of default;

(2) relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) the guarantor income substantially reduced significantly, the loss of economic resources such as lost or may lose its ability to perform the case;

(4) the guarantor change residential address and communication.

2. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, split or otherwise dispose of any of its major assets in the form

3. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right.

4. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

5. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

6. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and

(2) due to violation of the contract and the guarantor to the creditor liable for any other losses.

Chapter Ten           The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made ​​by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven           Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:

1. Master contract any event of default occurs under;

2. Guarantor under this contract made representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

5. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve           Others

Article 14 Without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made ​​in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the others.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue. However, given the guarantor's credit file, you need to actually received before the creditor is deemed served.

Chapter Thirteen           Applicable Law and Dispute Resolution

Article 19 This contract and the contract to any matters covered by applicable PRC laws (excluding Hong Kong, Macau and Taiwan law), and in accordance with laws of the PRC (excluding Hong Kong, Macau and Taiwan law) explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation can not reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen           Effectiveness, Change and Release of the Contract

Article 21 This contract is signed by the guarantor and the creditor or agent authorized representative / responsible person or agent or stamped signature and seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen           Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect.

Article 24 of the annex to the contract include:

1.

2.

Chapter Sixteen           Supplementary

Article 25 of the original contract a formula 2 copies guarantor holding 1 copies of credit people who 1 copies of the same legal effect.

Article 26 This Contract 13th Mar,2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for enforcement. Fiduciary, guarantor loan made under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [2]. 1, applies; 2, does not apply.

This page is page contract signed by both parties, no text)

Guarantor or agent (Signature):
Creditor (stamp):
Legal Representative / CEO:
(Or agent)


Webplus: HPJ/20190813/10-Q_1/8_EX-10.3(D)/000.htm SEC Original: tv527142_ex10-3d.htm
REF:GB78191902001-2 GUARANTEED MAXIMUM CONTRACT CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of Default Chapter Twelve Others Chapter



EX-10.3(D) 8 tv527142_ex10-3d.htm EXHIBIT 10.3(D)

Exhibit 10.3(d)

REF:GB78191902001-2

GUARANTEED MAXIMUM CONTRACT

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Guarantor: HUIZHOU HIGHPOWER TECHNOLOGY CO.,LTD
Address: Xinhu Industrial Zone, MaAn Town, Huicheng District, Huizhou
Zip code: 518000
Legal representative: Pan Dangyu
Attorney:
Managers: SunXun
TEL: *
FAX: *
Bank: Bank Of China. LongHua Branch
A/C NO. *
Creditor: China Everbright Bank Co., Ltd., Shenzhen Branch
Address: No.26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen, Guangdong
518000
Legal representative/Person in charge: Peng Jianping,
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One           General

To ensure the fulfillment that, 13th Mar,2019 SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered ZH78191902001 "Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement"), guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations We formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and

regulations.

Chapter Two           Definition

Article 1 Unless the context requires or the Contract requires , in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three           The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB twenty million.

Of the following cases, the main contract claims to determine:

(One) identify expiry of the period of the main contract;

(Two) the new creditor cannot happen;

(Three) the creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) the fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;

(Five ) other cases law claimed.

Chapter Four           Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract

Chapter Five           Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six           Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter Seven           The Documents the Guarantor Should Submit

Article 7 Guarantor shall ensure that a fiduciary who first used the credit provided under the main contract specific credit business before the credit has been received, guarantor submitted the following documents:

1. The legal representative or agent effective guarantor signature or seal and affix the official seal of the original contract;

2. Guarantor's articles of association or approve the establishment of documentation and sponsorship by the latest annual inspection business license or certificate of legal institutions, or other legal existence can prove guarantor state documents;

3. Prove creditworthiness of the guarantor's financial statements or other information;

4. Guarantor's board of directors or the right to decide matters of this warranty other guarantor internal agencies agreed to provide guarantee for this contract in accordance with a resolution;

5. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to confirmation that the guarantor stamped copy is true, complete, valid file.

Chapter Eight           Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here :

1. The guarantor and validly existing legal entity / other organization in accordance with Chinese laws established, with independent civil capacity, and enjoy the full power, authority and rights of all of its assets and business activities of civil liability.

2. Guarantor has sufficient power, authority and rights to sign this contract and conduct transactions under this contract and has taken or obtained all necessary legal actions and other actions and agreed to authorize the execution and performance of this contract. The contract is guaranteed by a legal representative or agent valid signature.

3. Guarantor has carefully read and fully understood the contract and t accept the Lord contents and guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

4. Guarantor provide all the documents, data, reports, and documents to the creditor are accurate, true, complete and effective, and a copy of the form of documents are consistent with the original.

5. Guarantor has been made to sign this contract with all the necessary government approvals and third party consents, the execution and performance of this contract does not violate the sponsor's corporate constituent documents / approval documents (if any) and as a party to any other contract or agreement. Guaranteed under this contract will not be subject to any restrictions.

6. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

7. This contract is legally valid, on the guarantor constitute a legally binding obligation.

8. Currently there is no surety or anything involving major operating assets and will be the guarantor's financial position or guarantor to fulfill its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative proceedings.

9. Guarantor did not occur or exist any event of default.

Article 9 the representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine           Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:

1 The guarantor shall immediately notify the creditor any of the following events:

(1) the occurrence of any event of default;

(2) relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) the guarantor’s financial position deterioration, suspension of business, or is declared bankrupt, dissolved, revoked business license / certificate of legal institutions or revoked.

2. In the life of the contract, as long as all of the secured debt is not repaid, without the prior written consent of the creditor, the guarantor couldn’t make any associate, contract, lease, merger, joint-stock reform, or other mode of operation and ownership structure changed arrangements; If indeed due to operational needs or national policies, laws need to adjust for associates, contract, lease, merger, joint-stock reform, or otherwise change its mode of operation or ownership structure, the guarantor shall obtain the prior written consent of the creditor and in this contract under its warranty obligations and obligations to make a satisfactory credit arrangement.

3. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, or otherwise dispose split any material operating assets.

4. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right.

5. In the life of the contract, the guarantor as the administrative department for industry and commerce to make any changes to registration, should be after the change ten working days written notice to the creditor and the creditor files a copy of the relevant registration creditor.

6. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

7. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

8. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and

(2) due to violation of the contract and the guarantor to the creditor liable for any other losses

Chapter Ten           The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven           Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:

1. Master contract any event of default occurs under;

2. Guarantor under this contract made representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Guarantor suspend or cease business or enters bankruptcy, liquidation, or other similar programs out of business, or the guarantor being filed for bankruptcy liquidation or authorities decided to suspend or temporarily suspended operations;

5. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

6. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve           Others

Article 14 without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the other.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue.

Chapter Thirteen           Applicable Law and Dispute Resolution

Article 19 of the contract and the contract any of the matters covered by Chinese law, and in accordance with Chinese law explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation can not reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen           Effectiveness, Change and Release of the Contract

Article 21 of this contract from the guarantor and the creditor both legal representative or agent or stamped and stamped with the official seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen           Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect.

Article 24 of the annex to the contract include:

1.

2.

Chapter Sixteen           Supplementary

Article 25 of the original contract a formula two copies guarantor holding one copies of credit people who one copies of the same legal effect.

Article 26 This Contract 13th March, 2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for enforcement. Fiduciary, guarantor loan made under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [    ]. 1, applies; 2, does not apply.)

This page is page contract signed by both parties, no text)

Guarantor (stamp):

Legal representative

(Or agent)

Creditor (stamp):

Legal Representative / CEO:

(or agent )


Webplus: HPJ/20190813/10-Q_1/9_EX-10.3(E)/000.htm SEC Original: tv527142_ex10-3e.htm
REF:GB78191902001-1 GUARANTEED MAXIMUM CONTRACT CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s Commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of Default Chapter Twelve Others Chapter



EX-10.3(E) 9 tv527142_ex10-3e.htm EXHIBIT 10.3(E)

Exhibit 10.3(e)

REF:GB78191902001-1

GUARANTEED MAXIMUM CONTRACT

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s Commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Guarantor: SPRINGPOWER TECHNOLOGY (SHENZHEN) CO., LTD.
Address: Building A, Industrial Area, Renmin Road, Guanlan Street, Bao'an District, Shenzhen, China
Zip code: 518000
Legal representative: Pan Dangyu
Attorney:
Managers: Sun Xun
TEL: *
FAX: *
Bank: Bank of China. LongHua Branch
A/C NO. *
Creditor: China Everbright Bank Co., Ltd., Shenzhen Branch
Address: No. 26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen, Guangdong
518000
Legal representative/Person in charge:  Peng Jianping,
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One           General

To ensure the fulfillment that, 13th Mar, 2019 SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered ZH78191902001 "Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement "), guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations We formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and regulations.

Chapter Two           Definition

Article 1 Unless the context requires or the Contract requires in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three           The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB twenty million.

Of the following cases, the main contract claims to determine:

(One) identify expiry of the period of the main contract;

(Two) the new creditor cannot happen;

(Three) the creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) the fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;

(Five ) other cases law claimed.

Chapter Four           Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract.

Chapter Five           Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six           Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter Seven           The Documents the Guarantor Should Submit

Article 7 Guarantor shall ensure that a fiduciary who first used the credit provided under the main contract specific credit business before the credit has been received, guarantor submitted the following documents:

1. The legal representative or agent effective guarantor signature or seal and affix the official seal of the original contract;

2. Guarantor's articles of association or approve the establishment of documentation and sponsorship by the latest annual inspection business license or certificate of legal institutions, or other legal existence can prove guarantor state documents;

3. Prove creditworthiness of the guarantor's financial statements or other information;

4. Guarantor's board of directors or the right to decide matters of this warranty other guarantor internal agencies agreed to provide guarantee for this contract in accordance with a resolution;

5. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to confirmation that the guarantor stamped copy is true, complete, valid file.

Chapter Eight           Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here :

1. The guarantor and validly existing legal entity / other organization in accordance with Chinese laws established, with independent civil capacity, and enjoy the full power, authority and rights of all of its assets and business activities of civil liability.

2. Guarantor has sufficient power, authority and rights to sign this contract and conduct transactions under this contract and has taken or obtained all necessary legal actions and other actions and agreed to authorize the execution and performance of this contract. The contract is guaranteed by a legal representative or agent valid signature.

3. Guarantor has carefully read and fully understood the contract and t accept the Lord contents and guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

4. Guarantor provide all the documents, data, reports, and documents to the creditor are accurate, true, complete and effective, and a copy of the form of documents are consistent with the original.

5. Guarantor has been made to sign this contract with all the necessary government approvals and third party consents, the execution and performance of this contract does not violate the sponsor's corporate constituent documents / approval documents (if any) and as a party to any other contract or agreement. Guaranteed under this contract will not be subject to any restrictions.

6. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

7. This contract is legally valid, on the guarantor constitute a legally binding obligation.

8. Currently there is no surety or anything involving major operating assets and will be the guarantor's financial position or guarantor to fulfill its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative proceedings.

9. Guarantor did not occur or exist any event of default.

Article 9 The representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine           Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:

1 The guarantor shall immediately notify the creditor any of the following events:

(1) the occurrence of any event of default;

(2) relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) the guarantor’s financial position deterioration, suspension of business, or is declared bankrupt, dissolved, revoked business license / certificate of legal institutions or revoked.

2. In the life of the contract, as long as all of the secured debt is not repaid, without the prior written consent of the creditor, the guarantor couldn’t make any associate, contract, lease, merger, joint-stock reform, or other mode of operation and ownership structure changed arrangements; If indeed due to operational needs or national policies, laws need to adjust for associates, contract, lease, merger, joint-stock reform, or otherwise change its mode of operation or ownership structure, the guarantor shall obtain the prior written consent of the creditor and in this contract under its warranty obligations and obligations to make a satisfactory credit arrangement.

3. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, or otherwise dispose split any material operating assets.

4. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right.

5. In the life of the contract, the guarantor as the administrative department for industry and commerce to make any changes to registration, should be after the change ten working days written notice to the creditor and the creditor files a copy of the relevant registration creditor.

6. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

7. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

8. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and

(2) due to violation of the contract and the guarantor to the creditor liable for any other losses

Chapter Ten           The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven           Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:

1. Master contract any event of default occurs under;

2. Guarantor under this contract made representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Guarantor suspend or cease business or enters bankruptcy, liquidation, or other similar programs out of business, or the guarantor being filed for bankruptcy liquidation or authorities decided to suspend or temporarily suspended operations;

5. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

6. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve           Others

Article 14 without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the other.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue

Chapter Thirteen           Applicable Law and Dispute Resolution

Article 19 of the contract and the contract any of the matters covered by Chinese law, and in accordance with Chinese law explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation can not reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen           Effectiveness, Change and Release of the Contract

Article 21 of this contract from the guarantor and the creditor both legal representative or agent or stamped and stamped with the official seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen           Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect.

Article 24 of the annex to the contract include:

1.

2.

Chapter Sixteen           Supplementary

Article 25 of the original contract a formula two copies guarantor holding one copies of credit people who one copies of the same legal effect.

Article 26 This Contract 13th Mar,2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for enforcement. Fiduciary, guarantor loan made under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [     ]. 1, applies; 2, does not apply.)

This page is page contract signed by both parties, no text)

Guarantor (stamp):

Legal representative

(Or agent)

Creditor (stamp):

Legal Representative / CEO:

(or agent )


Webplus: HPJ/20190813/10-Q_1/10_EX-10.4/000.htm SEC Original: tv527142_ex10-4.htm
WORKING CAPITAL LOAN CONTRACT Reference No. : 2019nianzhenzhongyinbujiezi No.0028 Party A: Springpower Technology (Shenzhen) Co., Ltd. Business Licences: 91440300670033477H Legal Representative: Dangyu Pan Address: Factory A, Chaoshun Industrial Zone, Renmin Road, Fumin Residential Area, Guanlan, BaoAn District, Shenzhen Postal code: 518000 Deposit A/C and financial institutions: Bank of China, Pinghu Sub-branch, Shenzhen, * Telephone: *; Facsimile: * Party B: Bank



EX-10.4 10 tv527142_ex10-4.htm EXHIBIT 10.4

Exhibit 10.4

WORKING CAPITAL LOAN CONTRACT

Reference No. : 2019nianzhenzhongyinbujiezi No.0028

Party A: Springpower Technology (Shenzhen) Co., Ltd.

Business Licences: 91440300670033477H

Legal Representative: Dangyu Pan

Address: Factory A, Chaoshun Industrial Zone, Renmin Road, Fumin Residential Area, Guanlan, BaoAn District, Shenzhen

Postal code: 518000

Deposit A/C and financial institutions: Bank of China, Pinghu Sub-branch, Shenzhen, *

Telephone: *; Facsimile: *

Party B: Bank of China, Buji Sub-branch.

Legal Representative: ZHENG XIAOCHUAN

Address: 108, Buji Road, Buji Town, Longgang District, Shenzhen; Postal Code: 518000

Telephone: *; Facsimile: *

Borrowers and lenders through equal consultation, the lender to borrowers liquidity loan agreement and conclude the contract.

This contract is the affiliated specific credit contract under the “Comprehensive Credit Line Contract” (Reference No.: 2018zhenzhongyinebuxiezi No. 00029), which is signed by Springpower Technology (Shenzhen) Co., Ltd. and Bank of China, Buji Sub-branch.

Clause 1 Amount

Party B agrees to provide the following loan:

Currency in: RMB

Amount: RMB Ten millions only

RMB 10,000,000.00

Clause 2 Period

The period of the loan is 12 months starting from the first withdrawal date in part or in whole. It is Party A’s obligation to withdraw funds on the date as agreed. Any late withdrawal will not result in delay/extension of repayment.

Clause 3 Use of Loan

Purpose of loan: Purchase of raw materials

Party A is prohibited from changing the use of loan without Party B’s written approval. The restrictions include but are not limited to changing the use of loan to fixed assets or equity investments, as well as production activities prohibited by the central governments.

Clause 4 Lending Rate and Interest Calculations

1. Lending rate is floating rate, which is reset every 6 months starting from the first withdrawal date. The rate resetting date is the first day of each floating period.

For each withdrawal in installments:

■ RMB floating rate

A. First withdrawal (during the first floating period) interest rate is the six-month benchmark lending interest rate, set by Interbank rates, plus 112.75;

B. On the interest resetting date, the new interest rate is the spot one-year lending interest rate, benchmarked by Interbank rates, plus 112.75 on all outstanding loan amounts.

2. Interest calculation

Interest is calculated starting from the actual withdrawal date on the actual amount of money withdrawn and the number of days outstanding.

Interest calculation formula: Interest = Principal × actual number of days × daily rate.

Daily rate calculation is: daily rate = APR / 360.

3. The method of interest settlement

Interest settlement takes place on the 20th of each month, the 21st is the interest payment date.

If the final loan principal payment date is different from the interest payment date, the borrower should pay off all interest on the principal payment date.

4. Penalty interest

(1) For the loan overdue or violated use the loan purpose, penalty interest rate will apply to the loan amount that is overdue or misappropriated from the date of overdue or misappropriation until the principal and interest are paid off.

On both overdue and misappropriation of loans, a higher penalty interest rate shall be charged.

(2) If the borrower does not pay interest and/or penalty interest by the interest payment date, the interest is calculated based on Clause 3 and 4.

(3) Penalty rate

■ The penalty interest rate on floating-rate loans

According to the floating period and the method of floating as agreed in Clause 1, the penalty interest rate of the overdue loan shall be the agreed interest rate plus 50%, and the penalty interest rate of the misappropriated loan shall be the agreed interest rate plus 50%;

Clause 5 Withdrawal Conditions

Withdrawal must meet the following conditions:

1. This contract and its attachments have become effective.

2. Party A has provided guarantees requested by Party B, and the guarantee contract has become effective and has accomplished legal procedures of approval and registration.

3. Party A has provided Party B with loan documents, seals, personnel list, specimen signature, and complete the relevant evidence.

4. Party A has opened the account for fulfilling this contract requested by Party B.

5. Party A should submit written withdrawal application, documentary proof for using of loans and complete the relevant formalities for withdrawal before 5 banking days.

6. Party A has submitted resolution books and power of attorney signed by the board or other authorities to Party B.

Withdrawal can be refused by Party B if Party A has not met the above conditions, but agreed by Party B.

Clause 6 Date and Method of Withdrawal

1. All loans should be withdrawn in 30 days from 29th April 2019.

2. Party B has the right to refuse the withdrawal application of unused loan which is over the date of withdrawal.

Clause 7 Payment of the Loan

1. The account

The loan should be granted and paid through the account opened by Party A:

Account Name: Springpower Technology (Shenzhen) Co., Ltd.

Account number: *

2. The way of payment

(1) The way of payment should be in accordance with laws and regulations, regulatory requirements and the contract. The way of single payment of the Loan should be approved in written withdrawal application. Party B has the right to change the way of payment or stop providing the loan if the way of payment in the application doesn’t meet the requirement.

(3) Borrower makes the payment on its own.

(4) The change of payment. The way of payment should be changed when the payment, credit rating or other conditions of Party A has changed after submitting withdrawal application. Party A should provide the written change application, should resubmit the withdrawal application and documentary proof for using of loans if the sum, payment object or the use of loans has changed.

3. The specific requirements of entrusted payment

(1) Entrusted payment. Party B pay to the specified account directly which is written in this contract, including the name of account, account number and the sum of payment.

(2) To provide the transaction information. Party A should provide the account of loans, the account information of counterparty and relevant documents when entrusted payment. All document provided to Party B should be true, integral and effective, or Party B does not assume any responsibility for failed transaction, and occurred repayment obligations do not be affected.

(3) Party B’s obligations under the entrusted payment

A. Party B pay to the specified account after examination and approval of Party A’s commission books and other related transaction information when entrusted payment.

B. If Party B found that the proof materials and other related trading purposes material provided by Party A does not comply with this contract or the presence of other defects, Party B has the right to require Party A to supplement, replace, description or re-submit the relevant materials. Before these materials are submitted, Party B has the right to refuse the issuance and payment of the relevant amounts.

C. Party B will assume no responsibility and the generated obligations of Party A will be not affected if Party B cannot pay the loan to the counterparty in time in accordance with payment order of Party A because of the refund by opening bank of the counterparty. Party A hereby authorizes Party B to freeze the fund returned by opening bank of the counterparty. In this case, Party A shall resubmit the payment order and use proven materials and other related transaction materials.

(4) Party A shall not piecemeal way to circumvent the trustee to pay Party B.

5. Party B has right to redefine the terms of payment and loan disbursement or stop the loan if the following situations occurred:

(1) Party A violates the contract to circumvent entrusted payment of Party B by piecemeal way.

(2) Party A's credit status drops or main business profitability is not good.

(3) The use of loan is abnormal.

(4) Party A fails to provide the records and information of the loan requested by Party B timely.

(5) Party A contravenes this section to use the loan.

Clause 8 Repayment

1. Party A shall specify the following account as capital recovery account and provide the information of this account. Party B has the right to ask Party A to explain inflows and outflows of large-sum and abnormal capital, as well as monitor capital recovery account.

Account Name: Springpower Technology (Shenzhen) Co., Ltd.

Account number:*

2. Except otherwise agreed, on the expiry date, Party A must repay all the loans under this contract.

If Party A wants to change the plan of repayment, a written application confirmed in writing by both parties jointly should be submitted in 10 banking days before the loans maturity.

3. Unless otherwise agreed, Party A has the right to decide repayment order of the principal or interest. If there are several expiring loans or overdue loans which are repaid in installment way under this contract, Party B has the right to decide the liquidation sequence of a repayment. Party B has the right to decide the priority of the repayment order if multiple contracts expire at the same time.

4. Unless otherwise agreed, Party A can repay in advance, but Party A should notice Party B in written 15 banking days advance. The amount of the first advance payment used to repay the final maturity of the loan, in reverse order to repay the loans.

5. Party A must deposit funds in the following account three banking days advance of every expiring principle with interest. Party B has the right to take the funds from the account on the expiry date.

Account Name: Springpower Technology (Shenzhen) Co., Ltd.

Account number: *

Clause 9 Guarantee

1. To ensure that borrowing under this agreement is repaid, the following guarantees shall be adopted:

This contract is the main contract of Guaranty Contract of Maximum Amount (NO: 2016ZHENZHONGYINBUBAOEZI00445A) signed by SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. (Guarantor) and Party B. Guarantor provides the maximum amount guarantee.

This contract is the main contract of Guaranty Contract of Maximum Amount (NO: 2016ZHENZHONGYINBUBAOEZI00445B) signed by HUIZHOU HIGHPOWER TECHNOLOGY CO., LTD. (Guarantor) and Party B. Guarantor provides the maximum amount guarantee.

This contract is the main contract of Guaranty Contract of Maximum Amount (NO: 2016ZHENZHONGYINBUBAOEZI00445C) signed by DAGNYU PAN (Guarantor) And Party B. Guarantor provides the maximum amount guarantee.

2. Under certain circumstance, Party B believes that will affect the capacity for fulfilling the contract of Party A or Guarantor, or Guarantee Contracts are invalid, revoked or dissolved, or the financial position of Party A/Guarantor deteriorate or Party A/Guarantor involved in litigation issues, or other factors which might affect its repayment ability, or guarantors were found default in other contracts with Party B, or devaluation, dismiss or damage of collaterals which might cause the value of the collaterals slaked or losses, Party B reserves the right to request Party A and Party A has the obligation to add or replace the guarantor.

Clause 10 Statement and Commitment

1. Party A’s statement:

1) Party A is legally register and exist with full capacity for civil rights and civil conduct;

2) Signing and performing the contract is the true will of Party A, Party A has been granted all legal and valid authorizations before signing the contract. The contract does not form a default for other contracts signed and performed by Party A and other legal documents. It is Party A’s responsibility to complete all required approvals, registrations, permits and filings.

3) All document and information, financial statement, certificates and other materials provided by Party A to Party B are true, complete, accurate and effective.

4) All the transactions mentioned by Party A for apply specific credit line should be real and not for illegal purposes such as: money laundry.

5) No hidden events regarding Party A and guarantor’s financial and repayment abilities.

6) Party A and the loan project reach the national environmental standards, not in the list of the enterprises which have problems of energy consumption and pollution, don’t have the risk of energy consumption and pollution.

2. Party A’s commitment:

1) Party A shall submit the financial statements and other relevant information regularly, including but not limited to annual, quarterly and monthly financial reports.

2) Any counter-guarantee agreement between the guarantors and Party A will not affect the Party B’s underlying rights under this contract.

3) Cooperated in Party B’s exam and inspection on the utilization of the loan as well as Party A’s financials and operations.

4) Under circumstances Party A or Guarantor’s capability of performing the contract might be affected, Party A should notify Party B in written in time. Those circumstances included but not limited to merger, division, decrease of capital, equity transfer, investment, a substantial increase of debt financing, a major asset and credit assignment.

Party A should notify Party B in time, when the following things occurred:

A. changes of articles of association, the scope of business, registered capital and legal representative of Party A or Guarantor.

B. Any form of management mode change, including joint operation, invest and cooperate with foreigners, contract management, reorganization, restructuring, listing plan.

C. Party A is involved in major litigation or arbitration, or property or collateral is seized, detained or regulated, or set new guarantee in collateral.

D. Out of business, dissolution, liquidation, suspend business for rectification, cancellation, revocation of the business license or (be) filed for bankruptcy.

E. Shareholders, directors and senior management personnel suspected of serious cases or economic disputes.

F. Default events in other contracts.

G. Operating difficulties and financial situation has deteriorated.

(5) The repayment to Party B prior to shareholders, and is comparable to other creditors of the same kind debts.

Party A is prohibited to repay the loan to shareholders before paying off the principal and interests under the contract.

(6) If Party A fails to pay principal, interests and fees on time in the fiscal year, any form of dividends is forbidden.

(7) Party A cannot dispose of assets to reduce its debt paying ability and promises the total amount of external guarantee is not 1 time higher than its net assets, and the total amount of external guarantee and the amount of single guarantee shall not exceed the limitation set by the articles of association.

(8) Except the use agreed in this contract or agreed by Party B, Party A is prohibited to transfer the loans to other accounts or related accounts.

Party A should provide documentary proof when the loan is transferred to other accounts or related accounts.

(9) Party B has the right to call the loan advanced according to the situation of capital return of Party A.

Clause 11 disclosure of the affiliated transaction inside Party A 's group

Party A is a Group customer confirmed by Party B according to the "Commercial Bank Group guidelines for customer credit risk management business"(hereinafter referred to as “guideline”). 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: the parties to the transaction of the association; trading program and nature of the transaction; the amount of the transaction or the corresponding ratio; pricing policies (including no amount or only nominal amounts of transactions).

Under any of the following circumstances, Party B shall have the right to unilaterally decide to suspend the unused loan and recover part or all of the principal and interest of the loan in advance: use the false contracts which are signed with affiliated parties to discount or pledge at bank and to obtain bank funds or credit with notes receivable and accounts receivable without actual trade background; the occurrence of major mergers, acquisitions and reorganization which are considered by Party B may affect the loan safety; evasion or discarding of bank debts on purpose through affiliated transactions; other circumstances stipulated in article eighteenth of "guidelines".

Clause 12 Breach of Covenants

Each of the following events and issues constitute Party A in the event of default under the contract:

1. Party A did not perform the repayment obligation under this contract;

2. Party A has not used the credit funds according to agreed purposes, or has not paid the loan by agreed way in this contract;

3. Party A’s statements in this contract are untrue or in violation with commitments made by Party A in this contract.

4. Under the circumstance defined in 2.(4) of Clause 10, Party A refused to provide additional guarantee or replacement of a new guarantor.

5. Deterioration of credit, or profitability, debt paying ability, operating ability, cash flow and other financial indicators of Party A deteriorate, breaking the contract index constraint agreed or other financial covenants.

6. Party A breaches other contracts signed with Party B or other affiliated institutions of Bank of China.

7. Guarantors breach contracts, or have default events with Party B or other affiliated institutions of Bank of China.

8. The termination of business or dissolution, revocation or bankruptcy of Party A.

9. Party A is or may be involved in major economic disputes, litigation, arbitration, or its assets were seized, detained or enforced, or investigated or punished by the judicial organ or taxation, industry and commerce administrative organs in accordance with the law, has been or may affect its ability to fulfill the obligations under this contract.

10. Abnormal change, missing, legal restriction of personal liberty and investigation by judicial authorities of Party A’s major individual investors, key management personnel, which have been or may affect Party A to fulfill the obligations under this contract.

11. Party B finds the problems which may affect the borrower or guarantor's financial situation and performance capabilities when reviewing Party A’s financial condition and performance capabilities every year (every year from the effective date of the contract);

12. Party A cannot provide materials to Party B to explain large and abnormal capital inflow and outflow in the account.

13. Party A is in violation with other rights and obligations agreed in this contract.

When any of the above situations occurred, Party B will perform the following in separate or all at the same time according to the specific situation:

1) Require Party A or Guarantor to rectify defaults within a definite time.

2) Reduce completely or partly, pause or terminate Party A’s Credit limit.

3) Pause or terminate completely or partly Party A’s business applications in this contract or in other contracts between Party A and Party B specific credit line under this contract. Pause or terminate completely or partly, or cancel or stop offering, paying and settling the unissued loans and unsettled trade financing.

4) Announce the immediate expiration on all or part of the outstanding loans, principle and interest of trade financing and other accounts payable under this contract or other contracts between Party A and Party B.

5) Terminate or release this contract, terminate or release contracts between Party A and Party B completely or partly.

6) Require compensation from Party A on the losses caused by Party A to Party B.

7) Deduct the fund from Party A’s deposit accounts to pay off the debts to Party B under this contract. All the undue funds in the accounts were considered as acceleration of maturity. If the currency in deposit account is different from the currency of Party B’s loans, the exchange rate on the date of the hold in custody will be applied.

8) Real rights of pledge will be executed.

9) Require Guarantors assume liability of guaranty.

10) Other necessary or probable procedures on Party B’s concern.

Clause 13 Rights Reserved

One party does not perform part or all of the rights under this contract, nor does not require the other party to perform, undertake part or all of the obligations and responsibilities, which does not mean the abdication of the right or exemption of the obligation and responsibility.

Any tolerance, extension or delay from one party to another party for exercising of rights under this contract does not affect the rights one party enjoys according to this contract and laws and regulations, and does not mean the abdication of the right.

Clause 14 Changes, Modification, Termination

Upon negotiation and agreed by both parties, this contract can be changed and modified by written. Any of the changes and modifications should form the inseparable part of this contract.

Unless otherwise provided for in any law or regulation or stipulated between the parties, this contract would not be terminated prior to all the rights and obligations are fulfilled.

Unless otherwise provided for in any law or regulation or stipulated between the parties, the invalidation of single terms under this contract should not affect the validation of other terms under this contract.

Clause 15 Applicable Law and Resolution for Dispute

1. This contract is applicable to the laws of People’s Republic of China.

During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. If negotiation cannot reach agreement, both parties can apply to the people's court of shenzhen.

Clause 16 Attachments

The Appendix hereof and the other appendix confirmed by both parties shall form an integral part of this contract, and shall be of legally equal effect with this contract.

1. Withdrawal application;

Clause 17 Other Terms and Conditions

1. Without Party B’s written approval, Party A is not allowed to transfer the rights and obligations under this contract to the 3rd Parties.

2. Party A should give the consent that Party B might somehow authorize other affiliated institution of Bank of China to perform the obligation. The performing party entitles all the rights and obligations under this contract, the performing party reserves the rights to appeal a resolution of dispute if necessary.

3. The contract has equivalent restrictions to the successors or inherits of both parties.

4. Unless otherwise agreed, the domicile addresses stated in this contract are for corresponding use; both parties should notify each other in writing about any changes of its domicile addresses.

5. The transactions under the contract based on independent interests. According to relevant laws, regulations and regulatory requirements, other parties of the transaction constitutes a connected party or associated persons, any party shall not seek to use this relationship to affect the fair of transaction.

6. The title and name of business in this contract is only for business purposes, will not be used for interpretation of the contract terms, the rights and obligations.

7. In accordance with the provisions of the relevant laws and regulations, supervision, Party B has the right to provide the information of this contract and other relevant information to the credit system of the people's Bank of China and other legally established credit information database, for organizations or individuals who have the appropriate qualifications to query and use.

8. If the drawdown date or the repayment date is in legal holidays, then it is delayed to the first working day after the holidays.

9. If required by the governing institutions, Party B might not be able to perform the obligations agreed in this contract, Party B has the right to stop or change the contract or its clauses, and Party B is exempted from punishment under this circumstance.

Clause 18 Effective of the Contract

This contract enters into force upon the date when it is signed or sealed and affixed with official seals by the legal representatives or entrusted agents of Party A and Party B.

This contract is signed in quadruplicate, each party holds two copies, which have the equal legal effect.

/s/ [Stamp of Party A]

Signature

/s/ [Stamp of Party B]

Signature


Webplus: HPJ/20190813/10-Q_1/11_EX-10.5/000.htm SEC Original: tv527142_ex10-5.htm
Number :0400000928-2019nian(Henggang) No. 00144 WORKING CAPITAL LOAN CONTRACT The lender Person in charge: Duoping Yang Residence (address): East City Center Garden Street Shops132, 132A, 133, Henggang Street, Longgang District, Shenzhen Zip Code: 518115 Borrower Legal representative: Dangyu Pan Contact: Sun Xun Residence (address): Zip Code: 518000 Tel: * Fax: * E-mail: / After equal negotiation, both sides agreed to enter



EX-10.5 11 tv527142_ex10-5.htm EXHIBIT 10.5

Exhibit 10.5

Number :0400000928-2019nian(Henggang) No. 00144

WORKING CAPITAL LOAN CONTRACT

Important note: The contract is signed between borrower and lender according to laws and on equal and willing basis, and all the terms of this contract are true meaning of both sides. In order to protect the borrower’s legitimate rights and interests, the lender hereby inform the borrower to pay full attention to all the terms concerning the rights and obligations of both parties , especially the bold parts of the contract.

The lender: Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch

Person in charge: Duoping Yang

Residence (address): East City Center Garden Street Shops132, 132A, 133, Henggang Street, Longgang District, Shenzhen

Zip Code: 518115

Borrower: Springpower Technology (Shenzhen) Co., Ltd.

Legal representative: Dangyu Pan   Contact: Sun Xun

Residence (address):

Zip Code: 518000

Tel: *   Fax: *   E-mail: /

After equal negotiation, both sides agreed to enter into this particular contract.

The First Part   Basic Provisions

Article 1 The Use of the Loan

The loan Can be used for the below purpose and shouldn’t be used for any other purposes without written consent of the lender, the lender has the right to monitor the use of funds.

Use of loan: The loan can be used as current funds for production and operations.

Article 2 The Loan Amount and Duration

2.1 The amount under this contract is RMB10,000,000.00 (RMB TEN MILLION ONLY)

2.2 The term under this contract is 12 months from the date of actual withdrawal (if separate withdrawal, from the date of the first withdrawal), the actual withdrawal date is the date on IOU.

Article 3 Rate, Interest and Cost

3.1 To Determine the RMB Loan Interest Rates

RMB loan interest rates shall be determined according to the following(3)

(1) Fixed interest rate. Annual interest rate shall be /% and will not change during the duration.

(2) Floating interest rates. Interest rate shall be determined by base rate plus floating rate. Base rate is the corresponding base lending rate announced by the People's Bank of China onthe effective date of the contract with underlying term the same as in section 2.2. The floating rate is up% of the base rate,and shall not change within the loan period. After withdrawal, the interest rates shall be adjusted every  months. The date to determine the second period’s interest rate is the corresponding date when the first period ends.  If the corresponding date does not exist, then choose the last day of that month. Interest rate of each withdrawals shall be adjusted according to  .

A, the interest rate for each withdrawal during any six month period shall be determined according to the rate set at the beginning of the underlying period regardless of the number of withdrawals and shall be adjusted at the next six month period.

B, Borrowing rates of each withdrawal are determined and adjusted individually.

(3) Floating interest rates. Interest rate shall be determined by base rate plus floating rate. Base rate is up51.4% of national interbank lending rates, and the rate cannot change during the period. After withdrawal, the interest rates shall be adjusted every1 months.

3.2 To Determine the Foreign Exchange Loan Interest Rates

Borrowing rates in Foreign Currency Follow the / Ways to Determine:

(1) Fixed interest rate. Annual interest rate shall be / and shall not change during the duration.

(2) Floating interest rates, borrowing rates to / months / (LIBOR / HIBOR) as the base rate plus / basis points (one basis point to 0.01%) consisting of a floating interest rate spreads. Contract period plus point spreads remain unchanged. The use of sub-pen drawing and each withdrawal rates were calculated. Borrower after the withdrawal, following the / ways to adjust the benchmark interest rate, interest-bearing segment:

A, the benchmark interest rate changes in accordance with the corresponding period. The second phase of the benchmark interest rate adjustment date for a full withdrawal on the corresponding day after, if you adjust the month and the withdrawal does not exist on the corresponding date, places corresponding to the last day of the month, day, and so on other phases.

B, the benchmark interest rate changes in the first day of each Interest Period.

(3) Other: /

3.3 Interest for the borrower under the contract is calculated on a daily basis from the date of withdrawal and is paid on a monthly basis (month / quarter / half year) interest settlement. When the loan matures, interest should be settles along with the principal. One day interest rate = interest rate / 360.

3.4 Late penalty rate under the contract is 150% of the original loan interest rate, penalty interest rate for misappropriation of the loan is 150% of the original loan interest rate.

Article 4 Withdrawal(This Section Does Not Apply to Loan Cycles)

4.1 Funds should be withdrawn based on the actual needs, the borrower can make single or multiple withdrawals to the loan amount limit before 30th August 2019.

4.2 If the borrower does not withdraw according to the contract, the lender has the right to cancel all or part of the remaining unused balance.

Article 5 Tepayment

5.1 Borrower repay the loan under this contract in one single lump sum.

5.2 If the Borrower prepay the principal in advance, the borrower should compensate the lender. The compensation should be calculated as: the amount of principle that is prepaid x the remaining time under the contract (number of months) x 0.1%; the number of months calculated for remaining time should be rounded to the greater integral number.

Article 6 Cycle Loan Special AgreementNot Applicable.

Article 7 Guarantees

7.1 Loans under the contract are guaranteed, by 2402 Unit 3, Building 3, Dongfangqinyuan 2, Longgang,Hong Kong Highpower Technology Co., Ltd., Huizhou Highpower Technology Co., Ltd. and the legal person, Dangyu Pan 's personal joint responsibility for promissory guarantee.

 7.2 Under the contract, the corresponding maximum guarantee contracts are the following:

Maximum amount of guarantee contract name: "the maximum guaranteed contract" (ID: ICBC 0400000928-2015henggangbaozi 0013)

Guarantor: Hong Kong Highpower Technology Co., Ltd.

Maximum amount of guarantee contract name: "the maximum guaranteed contract" (ID: ICBC 0400000928-2015henggangbaozi 0014)

Guarantor: Huizhou Highpower Technology Co., Ltd.

Maximum amount of guarantee contract name: "the maximum guaranteed contract" (ID: ICBC 0400000928-2015henggangbaozi 0012)

Guarantor: Dangyu Pan

 Maximum amount of guarantee contract name: "the maximum Collateral contract" (ID: ICBC 0400000928-2016henggangdizi 0024)

Guarantor: Shenzhen highpower technology Co., Ltd.

Article 8 Financial AgreementNot Applicable

/

/

Article 9 Dispute Resolution

Dispute resolution under this contract is resolved through litigation at the court with jurisdiction where the lender is located.

Article 10 Other

10.1 Contract is in triplicate, the borrower has one copy, the lender has two copies, which have the same legal effect.

10.2 The following attachments along with other attachments mutually recognized form an integral part of this contract, and have the same legal effect as the contract:

Annex 1: Notice of Withdrawal

Annex 2: commission payment protocol

Article 11 Other Matters Agreed by the Parties

Article 11 Other Provisions Agreed by Both Parties

/
/
/

The Second Part   Specific Provisions

Article 1   Rate and Interest

1.1 In foreign currency borrowings, LIBOR is the benchmark interest rate on the withdrawal date or two banking days before the adjustment date of base interest rate (11:00 noon London time) Reuters (REUTRES) Financial Telecommunication terminal "LIBOR" page displays the borrower under this contract currency interbank offered rate; HIBOR as the benchmark interest rate adjustment date or withdrawal two banking days before (11:15 noon Hong Kong time) Reuters (REUTRES) Financial Telecommunication terminal "HIBOR" page shows the same industry in HK Offered Rate.

1.2 For loans with floating interest rates under the contract, , the rules to adjust the underlying interest rate will not be changed.

1.3 For loans with interest rates settled monthly, interest settlement date is 20th of each month; For loans with interest rates settled quarterly, the interest settlement date is the 20th of the last month of each quarter; For loans with interest rates settled semi-annually, interest settlement dates are June 20 and December 20 of each year.

1.4 The first interest period is from the actual withdrawal date to the date of the first interest settlement date; the last interest period is from the following day after the previous interest period to the final repayment date; other interest period is from the following day after the previous interest period to the next interest settlement date.

1.5 In the case the People's Bank of China adjust the policies to mandate loan interest rate, the lender will follow such policies, and will not notify the borrower.

1.6 Upon signing the contract, if the loan interest rate is discounted from the base interest rate determined by People’s Bank of China, the Lender has the right to reevaluate the discount given to the Borrower based on the national policies, credit quality of the borrower, and the changes of the guarantors, etc. The Lender has the discretion to decide on the cancellation of part or all discount, and will notify the borrower in the due course.

Article 2   Loan Withdrawal and Release

2.1 Upon withdrawal, the borrower must meet the following prerequisites, otherwise lenders are not obliged to release any funds to the borrower, except the lender agrees to advance loans:

(1) Except loans on credit, the Borrower has provided appropriate guarantee according to the Lender’s requirements, and related guarantee procedures are completed;

(2) No breaches occurred under this contract or other contracts signed by the Borrower and the Lender.;

(3) Evidence of use of funds provided by the borrower conforms to the agreed use of funds;

(4) Provide any other materials needed by the lender.

2.2 The written documents provided by the Borrower to the Lender upon withdrawal shall be original; Under conditions that original written documents can not be provided, after the consent of the Lender, a copy of the duplicate with the official seal stamped from the Borrower.

2.3 Borrowers must submit withdrawal notice to the Lender at least five banking days in advance before any withdrawal. Once withdrawal notice is submitted, without the written consent of the lender, it may not be revoked.

2.4 If the Borrower meets the prerequisites for withdrawal or agreed by the Lender to advance the loan, the lender transfers loan amount to the designated borrowers’ account, the lender is deemed to have issued the loan to the Borrower in accordance with the contract.

2.5 In accordance with relevant regulatory requirements and management requirements of lenders, loans more than certain amount or that meet other conditions should be paid by entrusted payment of the Lender, the Lender should pay loans to the designated object with the borrower's withdrawal application and payment commission.

 Therefore, the Borrower should sign entrusted payment agreement with the Lender as the attachment of the contract, and should open or designate a specific account at the Lender’s bank to settle the payments.

Article 3   Repayment

3.1 The Borrower shall timely repay the contract principal, interest and other payables in full. On the payment date and one banking day before each settlement day, current payable interest, principal and other payables should be fully deposited into the repayment account opened at the Lender’s bank , which shall be collected by the Lender on the repayment date or interest settlement date, or the Lender has the right to require the Borrower handle transfer procedure . If the repayment amount in the account is insufficient to cover all due amounts of the Borrower, the lender has the right to decide the liquidation order.

3.2 The Borrower should submit written application 10 banking days in advance for advanced repayment of all or part of the loans to the lender with the consent of the Lender to pay compensation to the Lender in accordance with the standard agreed in the contract.

3.3 The Borrower shall repay due principal, interest and other payables in advance with the consent of the Lender according to the contract on the advanced repayment date .

3.4 The lender has the right to call loans in advance according to the returning situation of borrower’s funds.

3.5 If the actual loan period is shorten because of the advanced repayment by the Borrower or advanced loan call by the Lender according to the contract, the corresponding interest rate level will not be adjusted.

Article 4 Cycle Loan(Not Applicable)

Article 5   Guarantee

5.1 In addition to loans on credit, the borrower should provide legitimate and effective guarantee that is accepted by the Lender to fulfill the obligations under the contract . Guarantee contracts are signed separately.

5.2 Borrower shall promptly notify the lender, and further provides other guarantees accepted by the Lender under the conditions that damages, depreciation, property disputes, being seized or detained, or discreet disposal of collateral by the Borrower, or the guarantor’s financial condition changes adversely,

5.3 If accounts receivables are pledged as collaterals under the contract during the period the contract is still effective, the lender has the right to declare early maturity of loans, and require the borrower to immediately repay some or all of loan principal and interest, or request additional legitimate and effective collaterals against the loans, if one of the following conditions occur,

(1) The pledgor of the accounts receivable bad debt increases on the payer of which the accounts receivable are pledged, for two consecutive months;

(2) The accounts receivable that is uncollectable accounts for over 5% of the pledgor’s total accounts receivable.

(3) The accounts receivable is due and uncollectable when trade disputes (including but not limited to quality, technology, service-related disputes) or debt disputes between the pledgor and payer

Article 6 Account Management

6.1 Borrower shall designate a special account at the Lender’s bank for cash inflows for collecting sales revenues or planned capital repayment. Corresponding to the sales in the form of non-cash settlement, the borrower should ensure timely receipt of funds into the designated account.

6.2 Lender has the right to monitor the designated account, including but not limited to the capital income and expenditure, the borrower should cooperate. If required by the Lender, the Borrower should enter into a special account control agreement.

Article 7   Representations and Warranties

Borrower makes the following representations and warranties to the lender, and such representations and warranties remains in effect under the term of the contract:

7.1 Borrower shall have the qualification, and ability to perform the contract signed with the Lender.

7.2 The Borrower has received all the necessary authorization or approval to sign and perform this contract, which is not in violation of the Articles of Association and relevant laws and regulations, and shall bear other obligations under the contract not in conflict with other contracts.

7.3 The borrower has been scheduled to meet other debt payments, bank loan principal and interest owed no malicious behavior.

7.4 The borrower has a sound organizational and financial management system, in the last year of production and management process has not a major act of violation of discipline, the current senior management has no significant adverse record.

7.5 The borrower provides to the lender of all documents and information are true, accurate, complete and effective, there is no false record, misleading statement or significant omission.

7.6 The borrower provides to the lender's financial and accounting reports are prepared under Chinese accounting standards, true, fair and complete reflection of the borrower's operations and liabilities, and the borrower's financial situation has not any material adverse change since the most recent financial reporting period. 7.7 The borrower has not concealed to the lender any litigation, arbitration or claim involved.

Article 8 Borrower Commitment

8.1 The Borrower withdraws and uses funds under terms and conditions in the contract. The borrowed money is not used for fixed assets and equity and other investments, not in any way into the stock market, futures market or uses prohibited by relevant laws and regulations.

8.2 Repay the loan principal and interest and other payables in accordance with the contract.

8.3 Accept and actively cooperate with the lender for account analysis, inspection, on-site reviews, etc., including use of the loan, including the use of funds and supervision of the inspection. In accordance with the lender’s requirements, the borrower periodically provides summary reports for the use of funds.

8.4 Accept the lender's credit check required by the lender, and provide the lender with balance sheet, income statement and other financial and accounting information reflecting the borrower's solvency, to actively assist and cooperate with the lender to investigate and review its financial situation and production operations.

8.5 Before paying off the loan principal and interest under the contract and other payables, the Borrower is not allowed to repay and dividends.

8.6 For the merger, divesture, reduction, changes in ownership, transfer of substantial assets and debt, significant foreign investment, substantial increase in debt financing and other activities that may adversely affect the rights of the Lender’s interest, prior written consent is required by the lender.

8.7 One of the following circumstances occurs, notify the lender:

(1) The change on articles of incorporation, business scope, registered capital, the legal representative;

(2) Out of business, dissolution, liquidation, business for rectification, revocation of business license is revoked or application (by application) bankruptcy;

(3) Or may be involved in major economic disputes, litigation, arbitration, or the property was legally seized, detained or regulation;

(4) Shareholders, directors and senior management is currently involved in serious cases or economic disputes.

8.8 Timely, completely and accurately disclose related party relationships and related party transactions.

8.9 Sign and verify notices mailed, or in the form, from lender ..

8.10 Not dispose of assets in order to reduce the solvency; provide guarantees to third parties without damaging the interest of the lender.

8.11 If the loans under the contract are on credit basis, the Borrower should provide complete, true, accurate information to reflect providing guarantees that may affect its obligations under this contract, and acquire written consent from the lender.

8.12 Take responsibility for the expenses from the Lender in purpose of fulfillment of contracts, including but not limited to litigation or arbitration fees, property preservation fees, legal fees, execution fees, assessments fees, auction fees, notice fees.

8.13 Debt settlement under the contract is in priority to its shareholders, and at least has equal status with the borrower's other similar debt from other creditors and borrowers.

8.14 Reinforce the social and environmental risk management, and agree to accept inspections by the Lender. If requested by the Lender, the Borrower agrees to provide the corresponding report.

Article 9 Lender Commitment

9.1 Release loans to the Borrower in accordance with the contract.

9.2 Maintains the confidentiality of non-public information, except required by laws and regulations otherwise.

Article 10 Breach of Contract

10.1 Any of the following events constitutes an event of breach:

(1)The borrower fails to repay principal, interest, and other payables in accordance with the provisions specified in this contract, or fails to fulfill any other obligations in this contract, or contrary to the statements, guarantee and commitments in this contract;

(2)The guarantees in this contract have adversely changed to the Lender’s loan, and the Borrower is not available to provide other guarantees approved by the lender;

(3) Fail to pay off any other debts due by the Borrower, or fails to fulfill or breach other obligations in this contract, or likely to affect the performance of the obligations in this contract;

(4) The financial performance of the profitability, debt payment ability, operating capacity and cash flow of the Borrower exceed the agreed standards, or deterioration has been or may affect the obligations in this contract;

(5) The Borrower's ownership structure, operation, external investment has changed adversely, which have affected or may affect the fulfillment of the obligations in this contract;

(6) Borrower involves or may involve significant economic disputes, litigation, arbitration, or asset seizure, detention or enforcement, or judicial or administrative authorities for investigation or take disciplinary measures in accordance with the laws, or illegal with relevant state regulations or policies in accordance with the laws, or exposure by media, which have affected or may affect the fulfillment of the obligations in this contract;

(7) The borrower’s principal individual investors, key management officer’s change, disappearances or restriction of personal liberty, likely to affect the performance of the obligations in this contract;

(8) The borrower using false contracts with related parties, using no actual transaction to extract the lender’s funds or credit, or evasion of lender’s loan right through related party transactions;

(9) Borrowers have been or may be out of business, dissolution, liquidation, business reorganizations, business license has been revoked or bankruptcy;

(10) Borrowers breaches food safety, production safety, environmental protection and other environmental and social risk management related laws and regulations, regulatory requirements or industry standards, resulting in accidents, major environmental and social risk events, likely to affect the performance of the obligations in this contract;

(11) In this contract, the borrowing is paid by credit, the borrower's credit rating, level of profitability, asset-liability ratio, net cash flow of operating and other indicators do not meet the credit conditions of the lender; or without the lender’s written contract, pledges guarantee or provides assurance guarantees to other party, likely to affect the performance of the obligations in this contract;

(12) Other adverse situations may affect in the realization of loan right in this contract.

10.2 If the borrower breaches of contract, the lender has the right to take one or more of the following measures:

(1) Require the borrower to remedy the default within a certain time limit

(2) Terminate other financing funds in other contract issued to the borrower by the lender, cancel part or all of undrawn borrowings and other financing amount of borrower;

(3) Announce the outstanding loan and other financing amount between the lender and the borrower in this contract, and take back the outstanding amounts;

(4) Requires the borrower to compensate the loss of the lender caused by the breach of contract;

(5) Measures according to provisions of lows and regulations, provisions of this contract and other necessary measures.

10.3 If the borrower fails to repay the due loan (including loan declared expire immediately), the lender has the right to charge penalty interest according to penalty interest rate agreed by this contract from the due date. The interest fails to repay on time, charge compound interest according to overdue penalty interest rate.

10.4 Borrower fails to use the loan for agreed usage, the lender has the right charge penalty interest on embezzlement according to embezzlement penalty interest rate agreed by this contract. The interest fails to repay on time during the embezzlement period, charge compound interest according to embezzlement penalty interest rate.

10.5 The borrower simultaneously happens the situations in section 10.3, 10.4, choosing the heavier interest rate to charge, cannot impose in double.

10.6 If the borrower does not repay the principal, interest (including interest and compound interest) or other payables on time, the lender has the right to announcements through the media for collection.

10.7 If the control or controlled relationship between related parties of the borrower and the borrower changes, or the related parties of the borrower happens the other situations except the situations of (1) and (2) in above provision 10.1, likely to affect the performance of the obligations of the borrower in this contract, the lender has the right to take the measures agreed in the contract.

Article 11 Deduction

11.1 Borrower does not repay the due debt in this contract according to this contract(including the debt declared due immediately), the lender has the right to deduct corresponding amount from all the functional and foreign accounts opened at the branches of ICBC, until all the debt of the borrower in this contract are paid off.

11.2 If the currency of deduct payments is inconsistent with the currency in this contract, the exchange rate on the deduction day is the applicable exchange rate. The interest and other fees during the deduction fees and debt pay off day, and the difference because of fluctuations the exchange rate during this period is assumed by the borrower.

11.3 If deducted amount for the lender is insufficient to pay off all debts, the lender has the right to determine the payment order.

Article 12 Transfer of Rights and Obligations

12.1 Lender has the right to transfer all or part of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third party.

12.2 The Lender or China Industrial and Commercial Bank Limited ("ICBC") can Authorize or commit the other branches to perform the rights and obligations in this contract according to operation need, or transfer the loan right in this contract to the other branches of ICBC, the borrower must agree, and the above actions of the lender do not need to ask for permission of borrower. The other branches which undertake the lender’s rights and obligations have the right to perform all rights in this contract, and have right to apply for litigation, arbitration, compulsory execution for the disputes in this contract in the branch’s name.

Article 13 Effect, Change and Terminate of This Contract

13.1 This contract is effective since the signature date, and is terminated on the day the borrower performs all the obligations in this contract.

13.2 Any change of this contract shall be agreed by all parties involved and be made in writing. The changes of provisions and agreements are part of the contract, has equal legal right with the contract. Except the changed part, the rest part of this contract is still valid, before the changes is in effect, the original terms of this contract is still valid.

13.3 The change or termination of this contract will not affect the right of all parties involved to require compensation. The termination of this contract, will not affect the effectiveness of the dispute settlement provisions.

Article 14 Law and Dispute Resolution

The contract formation, validity, interpretation, performance and dispute settlement are applicable PRC laws. All caused by the contract or in connection with the contract-related disputes and disputes, both parties should be resolved through consultation, the consultation fails according to the contract settlement.

Article 15 Confirmation of Address for Litigation/Arbitration

15.1 The Lender and the Borrower confirm the mailing address and method indicated in the first page of this Contract as the Borrower’s effective address and method for service of Litigation/arbitration (including but not limited to summons, notice of trial, written judgment, order, mediation agreement and notice for performance within a time limit, etc.).

15.2 The borrower agree to arbitration or court use this contract page written arbitration/litigation document to fax, E-mail, except written judgments or orders and conciliation statements.

15.3 The service agreement shall apply to the procedures of arbitration and litigation in the first instance, second instance and retrial and implementation stages. To the above address of service agency or court of arbitration for delivery can be directly by mail.

15.4 The Borrower ensures that the address for service given above is accurate and effective. In case of change of the address for service given above, the Borrower ensures to notify the Lender in written form in time, or the service given according to the address given above shall remain effective and the Borrower shall bear all legal consequences arising therefrom.

Article 16 Complete Contract

The first part of this contract, "borrowing conditions" and the second part of the "liquidity loan contract terms," together form a complete loan contract, the same two words have the same meaning. The loan borrower is constrained by the above two parts.

Article 17 Notice

17.1 All notices under the contract should be given in writing. Unless otherwise agreed, the parties designated residence stated in this contract for communication and contact address. Address of any party or other contact is changed, shall be in writing promptly notify the other party.

17.2 One party can notify the other party in the form of announcement or notary service if the recipient party refuses to receive other circumstances that cause inability to deliver.

Article 18 Special Provisions for Value-added Tax

18.1 The costs/interest and expenses (to be determined pursuant to the specific contract) that the Borrower pay the Lender under this Contract shall be a tax-included price.

18.2 If the Borrower requests the Lender to issue a value-added tax invoice, the Borrower shall register information with the Lender. The information registered shall include full name of the Borrower, identification number or social credit code of the taxpayer, address, telephone number, opening bank and account number. The Borrower shall ensure that the relevant information provided for the Lender is accurate, correct and complete. The Borrower shall, according to the Lender’s requirements, provide relevant supporting materials. The specific requirements shall be announced by the Lender through website notice or website announcement.

18.3 If the Borrower collects a value-added tax invoice itself, the Borrower shall provide the Lender with a power of attorney sealed, designate a person for collecting and define the identification card number of the person. The person designated shall take the original of his identification card for collecting the value-added tax invoice. In case of change of the person designated for collecting, the Borrower shall issue to the Lender a new power of attorney sealed. In the event that the Borrower selects to collect the value-added tax invoice by post, the Borrower shall also provide the correct mailing information for service. In case of change of the mailing information, the Borrower shall notify the Lender timely in written form.

18.4 If the Lender is unable to issue a value-added tax invoice timely due to force majeure, such as natural disaster, government act and social exceptional events, or due to causes attributable to tax authorities, the Lender shall have the right to postpone issue of a value-added tax invoice, without bearing any liability.

18.5 If the Borrower is unable to receive a relevant copy of the value-added tax invoice due to causes not attributable to the Lender, such as loss, damage or delay of the invoice after the Borrower collects or the Lender submits to a third party to post the invoice, or if the Borrower is unable to make deduction due to delay of the value-added tax invoice, the Lender shall not bear liability of compensation for the Borrower’s relevant economic losses.

18.6 Should a special red-letter invoice of value-added tax be issued resulting from sales return, suspension of taxable service or wrong information of invoice, or authentication failure of deduction copy and invoice copy, where the Lender should submit an Information Table for Issuing a Special Red-Letter Invoice of Value-Added Tax to a tax authority in accordance with relevant laws, regulations and policy documents, the Borrower shall submit an Information Table for Issuing a Special Red-Letter Invoice of Value-Added Tax to the tax authority, and the Lender shall issue a special red-letter invoice of value-added tax after the tax authority makes review and notifies the Lender.

18.7 In case of adjustment of the national tax rate during the execution period of this Contract, the Lender shall have the right to adjust the price agreed herein according to the change of the national tax rate.

Article 19 Miscellaneous

19.1 No failure to exercise or partially exercise or delay in exercising any right hereunder by the Lender shall be deemed as a waiver or change of this right or any other right or affect the Lender to further exercise this right or other rights.

19.2 The invalidity or enforceability of any provision of the Contract shall neither affect the validity or enforceability of any other provision hereof nor affect the validity of the entire Contract.

19.3 According to the provisions of relevant laws and regulations or the requirements of the financial regulatory institutions, the Lender shall have the right to provide the information related to this Contract and the Borrower’s other relevant information for the credit consulting system of the People’s Bank of China and other credit information database established by law, for the eligible institutions or individuals for consultation and use. For the purpose of conclusion and performance of this Contract, the Lender shall also have the right to inquire the Borrower’s relevant information through the credit consulting system of the People’s Bank of China and other credit information database established by law.

19.4 The terms of “the affiliated parties”, “the relationship between affiliated parties”, “the affiliated party transaction”, “the main individual investor” and “the key managerial personnel” stated in the Contract shall have the same meanings as those defined in the Accounting Standards for Enterprises No. 36 - Disclosure of Affiliated Parties (Finance and Accounting (2006) No. 3) issued by the Ministry of Finance and future amendment thereto.

19.5 The term “environmental and social risk” means the danger and relevant risk which are likely to cause by the Borrower and its affiliated party during construction, production and operation activities, including the environmental and social problems related to energy consumption, pollution, land, health, safety, resettlement of inhabitants, ecological protection and climate change.

19.6 The documents and vouchers for the loan hereunder made and kept by the Lender according to its business rules shall constitute effective evidences of proving the claim and debt relationship between the Borrower and the Lender and shall be binding upon the Borrower.

19.7 In this Contract, (1) this Contract referred to herein shall include any amendment or supplementation to this Contract; (2) the headings to the articles hereof are for ease of reference only, and in no event shall the substance of any paragraph be interpreted and the contents and scope be restricted by such headings; (3) if the date of withdrawal or repayment is not a banking day, it shall be extended to the next banking day.

Both parties confirm: the Borrower and the Lender have made full consultation on all terms and conditions of this Contract. The Lender has reminded the Borrower to pay special attention to the provisions for the rights and obligations of both parties and have overall and correct understanding of these provisions. At the Borrower’s request, the Lender has interpreted and explained relevant provisions. The Borrower has carefully read and fully understood of all terms and conditions of this Contract (including Part 1 Basic Provisions and Part 2 Specific Provisions). Both the Borrower and the Lender have completely consistent understanding of all terms and conditions of this Contract and have no objection to the contents of this Contract.

Lender (Seal):

Person in Charge/Authorized Agent: (Seal)

Borrower (Seal):

Legal Representative/Authorized Agent: (Seal)


Webplus: HPJ/20190813/10-Q_1/12_EX-10.6/000.htm SEC Original: tv527142_ex10-6.htm
REF:: 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 Credit Chapter Seven



EX-10.6 12 tv527142_ex10-6.htm EXHIBIT 10.6

Exhibit 10.6

REF:: ZH78191902002

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
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: *

Fax: *

Party B: China Everbright Bank Co., Ltd Shenzhen Branch

Add: No. 26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen, Guangdong

Tel: *

Fax: *

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

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

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): RMB30,000,000.00

Both parties agree that this Agreement under the maximum credit limits including the outstanding business of original Comprehensive Credit Agreement (Agreement Number:ZH78191711004).

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

Bank acceptances: the specific line of credit RMB30,000,000.00

Part 3 The Period of Credit

4. The period of the maximum credit limits: from 4th April, 2019 to 3rd April, 2020.

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

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.

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.

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

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

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) Country's monetary policy has dramatic adjustment;

(2) The region of Party A is suffering or will suffer financial risks;

(3) The market related to Party A has great change;

(4) Party A is suffering or will suffer significant operational difficulties or risks;

(5) Party A appears merger, acquisition reorganization, discrete, termination or other major institutional change, Party B think that may affect the safety of loan:

(6) Party A refused to accept the supervision and inspection about usage of funds and operating financial activities;

(7) Without the consent of the lender loans, Party A change the original purpose of loans, misappropriation of loans or engaged in illegal or irregular transactions;

(8) Providing false information or withheld important operations of the financial facts

(9) Party A has such acts as transfer of property, withdrawal of funds or avoiding debt;

(10) 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. Through related party transactions, potential evasion of bank debt;

(11) Party A has the act of violation of commitments under this Agreement;

(12) Guarantor of this Agreement suffers the serious shortage of funds or operating difficulties, which has seriously affected the security capabilities;

(13) Collateral for the guarantee damages, endangering the Party B's debt security;

(14) There occurs everything, according to Party B’s opinion, which decreases the solvency of Party A or damages the interests of Party B;

(15) Party A fails to perform any obligations in specific business contract;

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

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. / ICON ENERGY SYSTEMS (SHENZHEN) CO., LTD., and PAN DANGYU. YIN ZHOUTAO signed “Guaranty Contract of Maximum Amount”, which number is “GB78191902002-1, GB78191902002-2, GB78191902002-3, GB78191902002-4, GB78191902002-5” with Party B.

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 can not refuse the requirement because of agreed guarantee in this part.

Part 8 Commitment of Party B

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

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

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.

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.

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.

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.

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.

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

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

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

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

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.

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.

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.

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

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

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

30. This agreement is signed on 25th Mar, 2019 in Shenzhen.

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)

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.

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_____________________.

34. other

Party A (Stamp)

Signature of legal representative or deputy:

Party B (Stamp)

Signature of legal representative or deputy:


Webplus: HPJ/20190813/10-Q_1/13_EX-10.6(A)/000.htm SEC Original: tv527142_ex10-6a.htm
REF:GB78191902002-3 GUARANTEED MAXIMUM CONTRACT CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s Commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of Default Chapter Twelve Others Chapter



EX-10.6(A) 13 tv527142_ex10-6a.htm EXHIBIT 10.6(A)

Exhibit 10.6(a)

REF:GB78191902002-3

GUARANTEED MAXIMUM CONTRACT

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s Commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Guarantor: Icon Energy Systems (Shenzhen) Co., Ltd.
Address: Block A,4/F, Jinmeiwei Industrial Park, Guanlan Hi-tech Industrial Park, Shangkeng Community, Guanlan Town, Baoan District, Shenzhen
Zip code: 518000
Legal representative: Pan Dangyu
Attorney:
Managers: Sun Xun
TEL: *
FAX: *
Bank: Bank of China. LongHua Branch
A/C NO. *
Creditor: China Everbright Bank Co., Ltd., Shenzhen Branch
Address: No. 26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen, Guangdong 518000
Legal representative/Person in charge:  Peng Jianping,
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One General

To ensure the fulfillment that 13th March, 2019 SPRINGPOWER TECHNOLOGY (SHENZHEN) CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered ZH78191902002 "Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement "), guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations We formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and regulations.

Chapter Two Definition

Article 1 Unless the context requires or the Contract requires in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB thirty million.

Of the following cases, the main contract claims to determine:

(One) identify expiry of the period of the main contract;

(Two) the new creditor can not happen;

(Three) the creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) the fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;

(Five ) other cases law claimed.

Chapter Four Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract.

Chapter Five Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter Seven The Documents the Guarantor Should Submit

Article 7 Guarantor shall ensure that a fiduciary who first used the credit provided under the main contract specific credit business before the credit has been received, guarantor submitted the following documents:

1. The legal representative or agent effective guarantor signature or seal and affix the official seal of the original contract;

2. Guarantor's articles of association or approve the establishment of documentation and sponsorship by the latest annual inspection business license or certificate of legal institutions, or other legal existence can prove guarantor state documents;

3. Prove creditworthiness of the guarantor's financial statements or other information;

4. Guarantor's board of directors or the right to decide matters of this warranty other guarantor internal agencies agreed to provide guarantee for this contract in accordance with a resolution;

5. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to confirmation that the guarantor stamped copy is true, complete, valid file.

Chapter Eight Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here :

1. The guarantor and validly existing legal entity / other organization in accordance with Chinese laws established, with independent civil capacity, and enjoy the full power, authority and rights of all of its assets and business activities of civil liability.

2. Guarantor has sufficient power, authority and rights to sign this contract and conduct transactions under this contract and has taken or obtained all necessary legal actions and other actions and agreed to authorize the execution and performance of this contract. The contract is guaranteed by a legal representative or agent valid signature.

3. Guarantor has carefully read and fully understood the contract and t accept the Lord contents and guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

4. Guarantor provide all the documents, data, reports, and documents to the creditor are accurate, true, complete and effective, and a copy of the form of documents are consistent with the original.

5. Guarantor has been made to sign this contract with all the necessary government approvals and third party consents, the execution and performance of this contract does not violate the sponsor's corporate constituent documents / approval documents (if any) and as a party to any other contract or agreement. Guaranteed under this contract will not be subject to any restrictions.

6. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

7. This contract is legally valid, on the guarantor constitute a legally binding obligation.

8. Currently there is no surety or anything involving major operating assets and will be the guarantor's financial position or guarantor to fulfill its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative proceedings.

9. Guarantor did not occur or exist any event of default.

Article 9 the representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:

1 The guarantor shall immediately notify the creditor any of the following events:

(1) the occurrence of any event of default;

(2) relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) the guarantor’s financial position deterioration, suspension of business, or is declared bankrupt, dissolved, revoked business license / certificate of legal institutions or revoked.

2. In the life of the contract, as long as all of the secured debt is not repaid, without the prior written consent of the creditor, the guarantor couldn’t make any associate, contract, lease, merger, joint-stock reform, or other mode of operation and ownership structure changed arrangements; If indeed due to operational needs or national policies, laws need to adjust for associates, contract, lease, merger, joint-stock reform, or otherwise change its mode of operation or ownership structure, the guarantor shall obtain the prior written consent of the creditor and in this contract under its warranty obligations and obligations to make a satisfactory credit arrangement.

3. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, or otherwise dispose split any material operating assets.

4. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right.

5. In the life of the contract, the guarantor as the administrative department for industry and commerce to make any changes to registration, should be after the change ten working days written notice to the creditor and the creditor files a copy of the relevant registration creditor.

6. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

7. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

8. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and

(2) due to violation of the contract and the guarantor to the creditor liable for any other losses

Chapter Ten The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:

1. Master contract any event of default occurs under;

2. Guarantor under this contract made representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Guarantor suspend or cease business or enters bankruptcy, liquidation, or other similar programs out of business, or the guarantor being filed for bankruptcy liquidation or authorities decided to suspend or temporarily suspended operations;

5. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

6. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve Others

Article 14 without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 Of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the other.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue

Chapter Thirteen Applicable Law and Dispute Resolution

Article 19 of the contract and the contract any of the matters covered by Chinese law, and in accordance with Chinese law explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation cannot reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen Effectiveness, Change and Release of the Contract

Article 21 of this contract from the guarantor and the creditor both legal representative or agent or stamped and stamped with the official seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect.

Article 24 of the annex to the contract include:

1.

2.

Chapter Sixteen Supplementary

Article 25 of the original contract a formula two copies guarantor holding one copies of credit people who one copies of the same legal effect.

Article 26 This Contract 13th March, 2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for enforcement. Fiduciary, guarantor loan made under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [    ]. 1, applies; 2, does not apply.)

This page is page contract signed by both parties, no text)

Guarantor (stamp):

Legal representative

(Or agent)

Creditor (stamp):

Legal Representative / CEO:

(or agent )


Webplus: HPJ/20190813/10-Q_1/14_EX-10.6(B)/000.htm SEC Original: tv527142_ex10-6b.htm
REF:GB78191902002-4 GUARANTEED MAXIMUM CONTRACT Natural Person as a Guarantor CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s Commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of



EX-10.6(B) 14 tv527142_ex10-6b.htm EXHIBIT 10.6(B)

Exhibit 10.6(b)

REF:GB78191902002-4

GUARANTEED MAXIMUM CONTRACT

Natural Person as a Guarantor

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s Commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Natural Person as a Guarantor

Guarantor: Pan Dangyu
ID number: *
Address: *
Living Address: *
Zip code: 518111
TEL: *
FAX: *
Attorney:
(Required to provide a power of attorney signed by the guarantor)
ID number:
Address:
Living Address:
Zip code:
TEL:
FAX:
Creditor: China Everbright Bank Co., Ltd., Shenzhen Branch
Address: No. 26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen 518000
Legal representative/Person in charge:  Peng Jianping
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One General

To ensure the fulfillment that, 13th March, 2019, SPRINGPOWER TECHNOLOGY (SHENZHEN) CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered ZH78191902002 "Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement "), guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations We formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and regulations.

Chapter Two Definition

Article 1 Unless the context requires or the Contract requires , in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement". The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB thirty million.

Of the following cases, the main contract claims to determine:

(One) identify expiry of the period of the main contract;

(Two) the new creditor cannot happen;

(Three) the creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) the fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;

(Five) other cases law claimed.

Chapter Four Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract.

Chapter Five Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter Seven The Documents the Guarantor Should Submit

1. The guarantor or agent valid original signed copy of this contract;

2. Guarantor of identity documents;

3. Prove creditworthiness of guarantors proof of assets or other information;

4. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to the guarantor or the authorized signatory signature confirmation that the copy is true, complete and valid documents.

Chapter Eight Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here:

1. Guarantor is a full civil capacity of natural persons, have full qualifications and authority to enter into and perform this contract, and can independently bear civil liability.

2. Guarantor has carefully read and fully understood the contract and this contract to accept the Lord contents guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

3. Guarantor to the creditor to provide all the documents are accurate, true, complete and effective, and to provide a copy of the form of documents are consistent with the original.

4. Guarantor signing and implementation of the contract does not violate its position as a party to any other contract or agreement, and any laws or regulations applicable thereto. Guaranteed under this contract will not be subject to any restrictions.

5. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

6. This contract is legally valid, on the guarantor constitute a legally binding obligation.

7. Do not currently exist and will be anything involving guarantor or surety guarantor's financial position to meet its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative

proceedings.

8. Guarantor did not occur or exist any event of default.

Article 9 the representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:

1 The guarantor shall immediately notify the creditor any of the following events:

(1) the occurrence of any event of default;

(2) relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) the guarantor income substantially reduced significantly, the loss of economic resources such as lost or may lose its ability to perform the case;

(4) the guarantor change residential address and communication.

2. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, split or otherwise dispose of any of its major assets in the form.

3. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right.

4. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

5. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

6. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and

(2) due to violation of the contract and the guarantor to the creditor liable for any other losses.

Chapter Ten The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:

1. Master contract any event of default occurs under;

2. Guarantor under this contract made ​​representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

5. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve Others

Article 14 Without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 Of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the others.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue. However, given the guarantor's credit file, you need to actually received before the creditor is deemed served.

Chapter Thirteen Applicable Law and Dispute Resolution

Article 19 This contract and the contract to any matters covered by applicable PRC laws (excluding Hong Kong, Macau and Taiwan law), and in accordance with laws of the PRC (excluding Hong Kong, Macau and Taiwan law) explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation cannot reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen Effectiveness, Change and Release of the Contract

Article 21 This contract is signed by the guarantor and the creditor or agent authorized representative / responsible person or agent or stamped signature and seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect.

Article 24 of the annex to the contract include:

1.

2.

Chapter Sixteen Supplementary

Article 25 Of the original contract a formula 2 copies guarantor holding 1 copies of credit people who 1 copies of the same legal effect.

Article 26 This Contract 13th March, 2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for enforcement. Fiduciary, guarantor loan made ​​under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [2]. 1, applies; 2, does not apply.

This page is page contract signed by both parties, no text)

Guarantor or agent (Signature):

Creditor (stamp):

Legal Representative / CEO:

(Or agent)


Webplus: HPJ/20190813/10-Q_1/15_EX-10.6(C)/000.htm SEC Original: tv527142_ex10-6c.htm
REF:GB78191902002-5 GUARANTEED MAXIMUM CONTRACT Natural Person as a Guarantor CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s Commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of



EX-10.6(C) 15 tv527142_ex10-6c.htm EXHIBIT 10.6(C)

Exhibit 10.6(c)

REF:GB78191902002-5

GUARANTEED MAXIMUM CONTRACT

Natural Person as a Guarantor

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s Commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Natural Person as a Guarantor

Guarantor: Yin Zhoutao
ID number: *
Address: *
Zip code:
TEL:
FAX:
Attorney:
(Required to provide a power of attorney signed by the guarantor)
ID number:
Address:
Living Address:
Zip code:
TEL:
FAX:
Creditor: China Everbright Bank Co., Ltd. Shenzhen Branch
Address: No. 26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen 518000
Legal representative/Person in charge:  Peng Jianping
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One General

To ensure the fulfillment that, 13th Mar,2019, SPRIINGPOWER TECHNOLOGY (SHENZHEN) CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered ZH78191902002 "Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement "), guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations We formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and regulations.

Chapter Two Definition

Article 1 Unless the context requires or the Contract requires , in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB thirty million.

Of the following cases, the main contract claims to determine:

(One) identify expiry of the period of the main contract;

(Two) the new creditor cannot happen;

(Three) the creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) the fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;

(Five) other cases law claimed.

Chapter Four Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract.

Chapter Five Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter Seven The Documents the Guarantor Should Submit

1. The guarantor or agent valid original signed copy of this contract;

2. Guarantor of identity documents;

3. Prove creditworthiness of guarantors proof of assets or other information;

4. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to the guarantor or the authorized signatory signature confirmation that the copy is true, complete and valid documents.

Chapter Eight Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here:

1. Guarantor is a full civil capacity of natural persons, have full qualifications and authority to enter into and perform this contract, and can independently bear civil liability.

2. Guarantor has carefully read and fully understood the contract and this contract to accept the Lord contents guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

3. Guarantor to the creditor to provide all the documents are accurate, true, complete and effective, and to provide a copy of the form of documents are consistent with the original.

4. Guarantor signing and implementation of the contract does not violate its position as a party to any other contract or agreement, and any laws or regulations applicable thereto. Guaranteed under this contract will not be subject to any restrictions.

5. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

6. This contract is legally valid, on the guarantor constitute a legally binding obligation.

7. Do not currently exist and will be anything involving guarantor or surety guarantor's financial position to meet its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative

proceedings.

8. Guarantor did not occur or exist any event of default.

Article 9 the representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:

1 The guarantor shall immediately notify the creditor any of the following events:

(1) The occurrence of any event of default;

(2) Relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) The guarantor income substantially reduced significantly, the loss of economic resources such as lost or may lose its ability to perform the case;

(4) The guarantor change residential address and communication.

2. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, split or otherwise dispose of any of its major assets in the form

3. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right

4. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

5. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

6. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and
(2) due to violation of the contract and the guarantor to the creditor liable for any other losses

Chapter Ten The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:
1. Master contract any event of default occurs under;

2. Guarantor under this contract made ​​representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

5. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve Others

Article 14 Without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the others.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue. However, given the guarantor's credit file, you need to actually received before the creditor is deemed served.

Chapter Thirteen Applicable Law and Dispute Resolution

Article 19 This contract and the contract to any matters covered by applicable PRC laws (excluding Hong Kong, Macau and Taiwan law), and in accordance with laws of the PRC (excluding Hong Kong, Macau and Taiwan law) explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation can not reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen Effectiveness, Change and Release of the Contract

Article 21 This contract is signed by the guarantor and the creditor or agent authorized representative / responsible person or agent or stamped signature and seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect.

Article 24 of the annex to the contract include:

1.
2.

Chapter Sixteen Supplementary

Article 25 of the original contract a formula 2 copies guarantor holding 1 copies of credit people who 1 copies of the same legal effect.

Article 26 This Contract 13th Mar,2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for enforcement. Fiduciary, guarantor loan made ​​under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [2]. 1, applies; 2, does not apply.

This page is page contract signed by both parties, no text)

Guarantor or agent (Signature):

Creditor (stamp):

Legal Representative / CEO:

(Or agent)


Webplus: HPJ/20190813/10-Q_1/16_EX-10.6(D)/000.htm SEC Original: tv527142_ex10-6d.htm
REF:GB78191902002-2 GUARANTEED MAXIMUM CONTRACT CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s Commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of Default Chapter Twelve Others Chapter



EX-10.6(D) 16 tv527142_ex10-6d.htm EXHIBIT 10.6(D)

Exhibit 10.6(d)

REF:GB78191902002-2

GUARANTEED MAXIMUM CONTRACT

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s Commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Guarantor: HUIZHOU HIGHPOWER TECHNOLOGY CO., LTD.
Address: Xinhu Industrial Zone, MaAn Town, Huicheng District, Huizhou
Zip code: 518000
Legal representative: Pan Dangyu
Attorney:
Managers: Sun Xun
TEL: *
FAX: *
Bank: China Everbright Bank LongHua Branch
A/C NO. *
Creditor: China Everbright Bank Co., Ltd. Shenzhen Branch
Address: No. 26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen, Guangdong 518000
Legal representative/Person in charge:  Peng Jianping,
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One General

To ensure the fulfillment that 13th March, 2019 SPRINGPOWER TECHNOLOGY (SHENZHEN) CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numbered ZH78191902002 "Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement "), guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations We formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and regulations.

Chapter Two Definition

Article 1 Unless the context requires or the Contract requires , in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB thirty million.

Of the following cases, the main contract claims to determine:

(One) identify expiry of the period of the main contract;

(Two) the new creditor cannot happen;

(Three) the creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) the fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;

(Five ) other cases law claimed.

Chapter Four Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract.

Chapter Five Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter Seven The Documents the Guarantor Should Submit

Article 7 Guarantor shall ensure that a fiduciary who first used the credit provided under the main contract specific credit business before the credit has been received,guarantor submitted the following documents:

1. The legal representative or agent effective guarantor signature or seal and affix the official seal of the original contract;

2. Guarantor's articles of association or approve the establishment of documentation and sponsorship by the latest annual inspection business license or certificate of legal institutions, or other legal existence can prove guarantor state documents;

3. Prove creditworthiness of the guarantor's financial statements or other information;

4. Guarantor's board of directors or the right to decide matters of this warranty other guarantor internal agencies agreed to provide guarantee for this contract in accordance with a resolution;

5. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to confirmation that the guarantor stamped copy is true, complete, valid file.

Chapter Eight Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here:

1. The guarantor and validly existing legal entity / other organization in accordance with Chinese laws established, with independent civil capacity, and enjoy the full power, authority and rights of all of its assets and business activities of civil liability.

2. Guarantor has sufficient power, authority and rights to sign this contract and conduct transactions under this contract and has taken or obtained all necessary legal actions and other actions and agreed to authorize the execution and performance of this contract. The contract is guaranteed by a legal representative or agent valid signature.

3. Guarantor has carefully read and fully understood the contract and t accept the Lord contents and guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

4. Guarantor provide all the documents, data, reports, and documents to the creditor are accurate, true, complete and effective, and a copy of the form of documents are consistent with the original.

5. Guarantor has been made to sign this contract with all the necessary government approvals and third party consents, the execution and performance of this contract does not violate the sponsor's corporate constituent documents / approval documents (if any) and as a party to any other contract or agreement. Guaranteed under this contract will not be subject to any restrictions.

6. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

7. This contract is legally valid, on the guarantor constitute a legally binding obligation.

8. Currently there is no surety or anything involving major operating assets and will be the guarantor's financial position or guarantor to fulfill its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative proceedings.

9. Guarantor did not occur or exist any event of default.

Article 9 the representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:

1 The guarantor shall immediately notify the creditor any of the following events:

(1) the occurrence of any event of default;

(2) relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) the guarantor’s financial position deterioration, suspension of business, or is declared bankrupt, dissolved, revoked business license / certificate of legal institutions or revoked.

2. In the life of the contract, as long as all of the secured debt is not repaid, without the prior written consent of the creditor, the guarantor couldn’t make any associate, contract, lease, merger, joint-stock reform, or other mode of operation and ownership structure changed arrangements; If indeed due to operational needs or national policies, laws need to adjust for associates, contract, lease, merger, joint-stock reform, or otherwise change its mode of operation or ownership structure, the guarantor shall obtain the prior written consent of the creditor and in this contract under its warranty obligations and obligations to make a satisfactory credit arrangement.

3. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, or otherwise dispose split any material operating assets.

4. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right.

5. In the life of the contract, the guarantor as the administrative department for industry and commerce to make any changes to registration, should be after the change ten working days written notice to the creditor and the creditor files a copy of the relevant registration creditor.

6. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

7. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

8. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and

(2) Due to violation of the contract and the guarantor to the creditor liable for any other losses.

Chapter Ten The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:

1. Master contract any event of default occurs under;

2. Guarantor under this contract made representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Guarantor suspend or cease business or enters bankruptcy, liquidation, or other similar programs out of business, or the guarantor being filed for bankruptcy liquidation or authorities decided to suspend or temporarily suspended operations

5. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

6. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve Others

Article 14 Without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 Of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 Of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the other.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue.

Chapter Thirteen Applicable Law and Dispute Resolution

Article 19 Of the contract and the contract any of the matters covered by Chinese law, and in accordance with Chinese law explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation cannot reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen Effectiveness, Change and Release of the Contract

Article 21 Of this contract from the guarantor and the creditor both legal representative or agent or stamped and stamped with the official seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect.

Article 24 of the annex to the contract include:

1.

2.

Chapter Sixteen Supplementary

Article 25 of the original contract a formula two copies guarantor holding one copies of credit people who one copies of the same legal effect.

Article 26 This Contract 13th March, 2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for enforcement. Fiduciary, guarantor loan made under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [2]. 1, applies; 2, does not apply.)

This page is page contract signed by both parties, no text)

Guarantor (stamp):

Legal representative

(Or agent)

Creditor (stamp):

Legal Representative / CEO:

(or agent )


Webplus: HPJ/20190813/10-Q_1/17_EX-10.6(E)/000.htm SEC Original: tv527142_ex10-6e.htm
REF:GB78191902002-1 GUARANTEED MAXIMUM CONTRACT CHINA EVERBRIGHT BANK Directory Chapter One General Chapter Two Definition Chapter Three The Principal Debt Secured By Chapter Four Guaranteed Way Chapter Five Chapter Six Chapter Seven The Documents the Guarantor Should Submit Chapter Eight Chapter Nine Guarantor’s Commitment Chapter Ten The Nature and Effectiveness of Security Chapter Eleven Events of Default Chapter Twelve Others Chapter



EX-10.6(E) 17 tv527142_ex10-6e.htm EXHIBIT 10.6(E)

Exhibit 10.6(e)

REF:GB78191902002-1

GUARANTEED MAXIMUM CONTRACT

CHINA EVERBRIGHT BANK

Directory

Chapter One General
Chapter Two Definition
Chapter Three The Principal Debt Secured By
Chapter Four Guaranteed Way
Chapter Five Warranty
Chapter Six Warranty Period
Chapter Seven The Documents the Guarantor Should Submit
Chapter Eight Representations and Warranties of Guarantor
Chapter Nine Guarantor’s Commitment
Chapter Ten The Nature and Effectiveness of Security
Chapter Eleven Events of Default
Chapter Twelve Others
Chapter Thirteen Applicable Law and Dispute Resolution
Chapter Fourteen Effectiveness, Change and Release of the Contract
Chapter Fifteen Attachment
Chapter Sixteen Supplementary

Guaranteed Maximum Contract

Guarantor: SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD.
Address: Building A, Industrial Area, Renmin Road, Guanlan Street, Bao'an District, Shenzhen, China
Zip code: 518000
Legal representative: Pan Dangyu
Attorney:
Managers: Sun Xun
TEL: *
FAX: *
Bank: China Everbright Bank LongHua Branch
A/C NO. *
Creditor: China everbright bank CO.,LTD Shenzhen Branch
Address: No. 26 of 7th Zizhu Road Zhuzilin, Futian District, Shenzhen, Guangdong 518000
Legal representative/Person in charge:  Peng Jianping,
Managers: Yang Xiaolin
TEL: *
FAX: *

Chapter One General

To ensure the fulfillment that, 13th March, 2019 SPRINGPOWER TECHNOLOGY (SHENZHEN) CO., LTD. (hereinafter referred to as "fiduciary") signed with the creditor numberedZH78191902002" Comprehensive Credit Agreement" (hereinafter referred to as " Comprehensive Credit Agreement ") ,guarantor is willing to provide the maximum amount of credit joint liability guarantee to secure fiduciary will pay off the entire debt under its "comprehensive credit agreement" timely and fully.

After reviewing , the creditor agreed to accept a guarantee provided by the guarantor. In order to clarify both the guarantor and the creditor rights and obligations We formulated this contract guided by the principles of equality and mutual benefit, in accordance with the provisions of relevant laws and regulations.

Chapter Two Definition

Article 1 Unless the context requires or the Contract requires , in this Contract:

Master contract: refers to creditor and fiduciary signed the "Comprehensive Credit Agreement" as well as the creditor and fiduciary signed a specific credit business contract or agreement under "comprehensive credit agreement" for each credit business.

Specific credit business contract or agreement refers to the creditor guided by "comprehensive credit agreement" provide the single specific credit business contract or agreement to the fiduciary, which is signed with the fiduciary including the local currency and the foreign currency loans, trade finance, discount, acceptances, letters of credit, guarantees, factoring, guarantees and other off-balance sheet credit payment form (collectively, "specific credit business").

Chapter Three The Principal Debt Secured By

Article 2 The principal debt secured by the guarantor is all the specific credit business incurred under the contract or agreement signed by creditor and fiduciary based on the master "comprehensive credit agreement" .The guaranteed maximum principal debt for "Comprehensive Credit Agreement" is RMB thirty million.

Of the following cases, the main contract claims to determine:

(One) Identify expiry of the period of the main contract;

(Two) The new creditor cannot happen;

(Three) The creditor and the fiduciary terminate the contract or the creditor and the guarantor terminate the contract;

(Four) The fiduciary or the guarantor is declared bankrupt or is revoked, suspended, canceled or dissolution;

(Five ) other cases law claimed.

Chapter Four Guaranteed Way

Article 3 Guarantor provided the joint and several liability guarantee under the contract.

Chapter Five Warranty

Article 4 Guaranteed under this contract include: a fiduciary under the contract shall repay or pay the debt principal to the main creditor, interest (including statutory interest, agreed interest and penalty interest), compound interest, fees, liquidated damages, compensation, the cost of the claim, (including, but not limited to, litigation costs, attorneys' fees, notary fees, implementation costs, etc.) and all other fees payable (above together referred to as "collateralized debt obligations").

Article 5 Creditor used to indicate any credit secured debt under the contract or any proof payable ,unless there is manifest error, the two sides should be the conclusive evidence of the relationship between credit and debt and is binding on the guarantor.

Chapter Six Warranty Period

Article 6 each specific credit business guarantee period under "Comprehensive Credit Agreement" calculated separately since specific contract or agreement fiduciary obligations to fulfill the expiration date (as required by law or agreement which led to the events specific credit business contract or agreement early maturity, compared with earlier due date) two years.

Chapter Seven The Documents the Guarantor Should Submit

Article 7 Guarantor shall ensure that a fiduciary who first used the credit provided under the main contract specific credit business before the credit has been received, guarantor submitted the following documents:

1. The legal representative or agent effective guarantor signature or seal and affix the official seal of the original contract;

2. Guarantor's articles of association or approve the establishment of documentation and sponsorship by the latest annual inspection business license or certificate of legal institutions, or other legal existence can prove guarantor state documents;

3. Prove creditworthiness of the guarantor's financial statements or other information;

4. Guarantor's board of directors or the right to decide matters of this warranty other guarantor internal agencies agreed to provide guarantee for this contract in accordance with a resolution;

5. Guarantor reasonably required to provide credit and other documents.

For a copy of the above documents, are subject to confirmation that the guarantor stamped copy is true, complete, valid file.

Chapter Eight Representations and Warranties of Guarantor

Article 8 Guarantor make the following representations and warranties to the creditor here :

1. The guarantor and validly existing legal entity / other organization in accordance with Chinese laws established, with independent civil capacity, and enjoy the full power, authority and rights of all of its assets and business activities of civil liability.

2. Guarantor has sufficient power, authority and rights to sign this contract and conduct transactions under this contract and has taken or obtained all necessary legal actions and other actions and agreed to authorize the execution and performance of this contract. The contract is guaranteed by a legal representative or agent valid signature.

3. Guarantor has carefully read and fully understood the contract and t accept the Lord contents and guarantor execution and performance of this contract is voluntary, under this contract in the full meaning of true representation.

4. Guarantor provide all the documents, data, reports, and documents to the creditor are accurate, true, complete and effective, and a copy of the form of documents are consistent with the original.

5. Guarantor has been made to sign this contract with all the necessary government approvals and third party consents, the execution and performance of this contract does not violate the sponsor's corporate constituent documents / approval documents (if any) and as a party to any other contract or agreement. Guaranteed under this contract will not be subject to any restrictions.

6. To ensure that the contract legality, validity or enforceability of the guarantor has been completed or will complete all required registration, filing or notary procedures.

7. This contract is legally valid, on the guarantor constitute a legally binding obligation.

8. Currently there is no surety or anything involving major operating assets and will be the guarantor's financial position or guarantor to fulfill its obligations under this contract and adversely affect the ability of litigation, arbitration or administrative proceedings.

9. Guarantor did not occur or exist any event of default.

Article 9 the representations and warranties of the guarantor in the life of the contract shall remain correct and that the guarantor will be ready by the creditor's request for further documents.

Chapter Nine Guarantor’s Commitment

Article 10 before all of the secured debt repaid ,the guarantor shall comply with the following provisions:

1 The guarantor shall immediately notify the creditor any of the following events:

(1) The occurrence of any event of default;

(2) Relates to the guarantor or any major operating assets of litigation, arbitration or administrative proceedings;

(3) The guarantor’s financial position deterioration, suspension of business, or is declared bankrupt, dissolved, revoked business license / certificate of legal institutions or revoked.

2. In the life of the contract, as long as all of the secured debt is not repaid, without the prior written consent of the creditor, the guarantor couldn’t make any associate, contract, lease, merger, joint-stock reform, or other mode of operation and ownership structure changed arrangements; if indeed due to operational needs or national policies, laws need to adjust for associates, contract, lease, merger, joint-stock reform, or otherwise change its mode of operation or ownership structure, the guarantor shall obtain the prior written consent of the creditor and in this contract under its warranty obligations and obligations to make a satisfactory credit arrangement.

3. In the life of the contract, as long as all of the secured debt is not repaid, except with the prior written consent of the creditor, the guarantor shall not sell, transfer, or otherwise dispose split any material operating assets.

4. In the life of the contract, before the completion of the all the secured debt fully settled, guarantor will not be in respect of its generation of a fiduciary to the creditor settlement of any sum or its fiduciary may be entitled to any other creditor, to the fiduciary recourse or claim right.

5. In the life of the contract, the guarantor as the administrative department for industry and commerce to make any changes to registration, should be after the change ten working days written notice to the creditor and the creditor files a copy of the relevant registration creditor.

6. If a fiduciary fails to pay the secured debt timely, the guarantor shall, upon receipt of payment in writing to the creditor within seven working days of the creditor, the creditor unconditionally in the manner required by a fiduciary on behalf of the creditor payment of such debts.

7. If the guarantor fails to credit the person's request to timely payment of any sum under the contract, the creditor entitled to directly from the guarantor to the creditor or credit to any other person within the system of opening branches directly deduct any account, without having to obtain the prior consent of the guarantor.

8. Upon the request of the creditor, the guarantor shall be required to pay immediately to the credit or compensation for costs and losses following:

(1) Credit artificially realize the rights under this contract incurred all costs and expenses (including but not limited to attorney's fees, court costs, fees and all other executive actual expenditure); and

(2) due to violation of the contract and the guarantor to the creditor liable for any other losses.

Chapter Ten The Nature and Effectiveness of Security

Article 11 This contract guarantees established by independent credit secured debt artificially made by any other guarantee. Credit to exercise rights under this contract without first implementation of its former holdings of any other guarantees (whether material or human security guarantees), and need not first to the fiduciary or any other third party to take any other relief measures.

Chapter Eleven Events of Default

Article 12 Each of the following events and issues constitute Guarantor in the event of default under the contract:

1. Master contract any event of default occurs under;

2. Guarantor under this contract made representations, warranties or undertakings are recognized as incorrect or untrue;

3. The main part of any contract for any reason is no longer fully valid, or is terminated for any reason or restricted;

4. Guarantor suspend or cease business or enters bankruptcy, liquidation, or other similar programs out of business, or the guarantor being filed for bankruptcy liquidation or authorities decided to suspend or temporarily suspended operations;

5. Occurred against the guarantor or a substantial operating assets litigation, arbitration or administrative proceedings;

6. Guarantor is in breach of its present obligations under the contract or the occurrence of other people think that credit will adversely affect the creditor rights under this Contract other events.

Article 13 of the event of default has occurred, as the case is entitled to take credit of any one or more of the following measures:

1. Exercise credit in the main contract and enjoyed under this contract remedies for breach of contract;

2. Guarantor in accordance with the requirements of the contract responsibility of guarantee;

3. Exercise of the creditor was secured debt may have any other security interest.

Chapter Twelve Others

Article 14 Without the prior consent of the creditor, the guarantor shall not transfer or otherwise dispose of their under this contract in whole or part of the obligations.

Article 15 Of people give credit guarantors any grace, discount or delay, shall not affect, damage or limit the creditor under this contract and the laws and regulations and all the rights; no person should be treated as credit rights under this Contract and interest waiver, does not affect the guarantor under this contract from any liability and obligations.

Article 16 If at any time any of the terms of this contract are in any way or becomes illegal, invalid or unenforceable, the other provisions of this contract the legality, validity or enforceability is not affected or impaired.

Article 17 Of the contract, the guarantor shall be guaranteed full payment of the debt, offset shall not make any claim, nor shall any conditions.

Article 18 The contract mutual issue relating to this contract notice requirements should be made in writing, sent to the home page of this contract the parties listed in the address or fax. Any party to change its address or fax, the need for timely notice to the other.

Communications between the parties, such as by hand, after delivery shall be deemed to be served; if sent by registered letter, and in three days after sending a registered letter shall be deemed to be served; if sent by facsimile , shall be deemed to be served at the time of issue

Chapter Thirteen Applicable Law and Dispute Resolution

Article 19 of the contract and the contract any of the matters covered by Chinese law, and in accordance with Chinese law explained.

Article 20 During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. Negotiation cannot reach agreement, either party may apply to the credit people local people's court.

Chapter Fourteen Effectiveness, Change and Release of the Contract

Article 21 of this contract from the guarantor and the creditor both legal representative or agent or stamped and stamped with the official seal of the date.

Article 22 After the commencement of this contract, either party may change or premature termination of the contract. If we need to change or cancel the contract, the guarantor and the creditor shall be approved by mutual agreement, and reach a written agreement. Prior written agreement is reached, the provisions of this contract is still valid.

Chapter Fifteen Attachment

Article 23 The matters covered in this contract, the guarantor and the creditor both parties may otherwise agree in writing, as an annex to this contract. Hereto are an integral part of this contract, this contract have the same legal effect.

Article 24 of the annex to the contract include:

1.

2.

Chapter Sixteen Supplementary

Article 25 of the original contract a formula two copies guarantor holding one copies of credit people who one copies of the same legal effect.

Article 26 This Contract 13th March, 2019 by the guarantor and the creditor in Shenzhen signed.

Article 27 The parties to the contract agree to this contract notarized promise to give the contract unenforceable. When a fiduciary, the guarantor is not fulfilled, or if the debt is not completely fulfill the laws and regulations, the implementation contract creditor claims, guarantees the right circumstances, the creditor has the right to direct the people's court having jurisdiction for enforcement. Fiduciary, guarantor loan made under this contract enforcement application without any objection. (This section is optional terms, the parties choose this contract [2]. 1, applies; 2, does not apply.)

This page is page contract signed by both parties, no text)

Guarantor (stamp):

Legal representative

(Or agent)

Creditor (stamp):

Legal Representative / CEO:

(or agent )


Webplus: HPJ/20190813/10-Q_1/18_EX-10.7/000.htm SEC Original: tv527142_ex10-7.htm
Working Capital Loan Contract Reference No. : 2019nianzhenzhongyinbujiezi No.0051 Party A: Icon Energy System (Shenzhen) Co., Ltd. Business License: 91440300565741383D Legal Representative: Dangyu Pan Address: 4/f, Building A East, Jinmeiwei Industrial Park, High Technology Park, Shangkeng Community, Guanlan Street, Baoan District, Shenzhen Postal code: 518000 Deposit A/C and Financial Institutions: Bank of China, Pinghu Sub-branch, Shenzhen, * Telephone: * ;



EX-10.7 18 tv527142_ex10-7.htm EXHIBIT 10.7

Exhibit 10.7

Working Capital Loan Contract

Reference No. : 2019nianzhenzhongyinbujiezi No.0051

Party A: Icon Energy System (Shenzhen) Co., Ltd.

Business License: 91440300565741383D

Legal Representative: Dangyu Pan

Address: 4/f, Building A East, Jinmeiwei Industrial Park, High Technology Park, Shangkeng Community, Guanlan Street, Baoan District, Shenzhen

Postal code: 518000

Deposit A/C and Financial Institutions: Bank of China, Pinghu Sub-branch, Shenzhen, *

Telephone: * ; Facsimile: *

Party B: Bank of China, Buji Sub-branch.

Legal Representative: ZHENG XIAOCHUAN

Address: 108, Buji Road, Buji Town, Longgang District, Shenzhen; Postal code: 518000

Telephone: * ; Facsimile: *

The borrower and lender conclude the contract for the loan of party A to Party B through equal consultation.

This contract is the affiliated specific credit contract under the “Comprehensive Credit Line Contract” (Reference No.: 2018zhenzhongyinebuxiezi No. 00030), which is signed by Icon Energy System (Shenzhen) Co., Ltd. and Bank of China, Buji Sub-branch.

Clause 1 Amount

Party B agrees to provide the following loan:

Currency in: RMB

Amount: ten millions only

RMB 10,000,000.00

Clause 2 Period of the loan

The period of the loan is 12 months starting from the first withdrawal date in part or in whole.

It is Party A’s obligation to withdraw funds on the date as agreed. Any late withdrawal will not result in delay/extension of repayment.

Clause 3 Use of loan

Purpose of loan: Purchase of raw materials

Party A is prohibited from changing the use of loan without Party B’s written approval. The restrictions include but are not limited to changing the use of loan to fixed assets or equity investments, as well as production activities prohibited by the central governments.

Clause 4 lending rate and interest calculations

1. Lending rate is floating rate, which is reset every 6 months starting from the first withdrawal date. The rate resetting date is the first day of each floating period.

For each withdrawal in installments:

■ RMB floating rate

A. First withdrawal (during the first floating period) interest rate is the six-month benchmark lending interest rate, set by Interbank rates, plus 91;

B. On the interest resetting date, the new interest rate is the spot one-year lending interest rate, benchmarked by Interbank rates, plus 91 on all outstanding loan amounts.

2. Interest calculation

Interest is calculated starting from the actual withdrawal date on the actual amount of money withdrawn and the number of days outstanding.

Interest calculation formula: Interest = Principal × actual number of days × daily rate.

Daily rate calculation is: daily rate = APR / 360.

3. The method of interest settlement

Interest settlement takes place on the 20th of each month, the 21st is the interest payment date.

If the final loan principal payment date is different from the interest payment date, the borrower should pay off all interest on the principal payment date.

4. Penalty interest

(1) For the loan overdue or violated use the loan purpose, penalty interest rate will apply to the loan amount that is overdue or misappropriated from the date of overdue or misappropriation until the principal and interest are paid off.

On both overdue and misappropriation of loans, a higher penalty interest rate shall be charged.

(2) If the borrower does not pay interest and/or penalty interest by the interest payment date, the interest is calculated based on Clause 3 and 4.

(3) Penalty rate

■ The penalty interest rate on floating-rate loans

According to the floating period and the method of floating as agreed in Clause 1, the penalty interest rate of the overdue loan shall be the agreed interest rate plus 50%, and the penalty interest rate of the misappropriated loan shall be the agreed interest rate plus 50%;

Clause 5 Withdrawal Conditions

Withdrawal must meet the following conditions:

1. This contract and its attachments have become effective.

2. Party A has provided guarantees requested by Party B, and the guarantee contract has become effective and has accomplished legal procedures of approval and registration.

3. Party A has provided Party B with loan documents, seals, personnel list, specimen signature, and complete the relevant evidence.

4. Party A has opened the account for fulfilling this contract requested by Party B.

5. Party A should submit written withdrawal application, documentary proof for using of loans and complete the relevant formalities for withdrawal before 5 banking days.

6. Party A has submitted resolution books and power of attorney signed by the board or other authorities to Party B.

Withdrawal can be refused by Party B if Party A has not met the above conditions, but agreed by Party B.

Clause 6 Date and method of withdrawal

1. All loans should be withdrawn in 30 days from 19th Jun 2019.

2. Party B has the right to refuse the withdrawal application of unused loan which is over the date of withdrawal.

Clause 7 Payment of the loan

1. The account

The loan should be granted and paid through the account opened by Party A:

Account Name: Icon Energy System (Shenzhen) Co., Ltd.

Account number: *

2. The way of payment

(1) The way of payment should be in accordance with laws and regulations, regulatory requirements and the contract. The way of single payment of the Loan should be approved in written withdrawal application. Party B has the right to change the way of payment or stop providing the loan if the way of payment in the application doesn’t meet the requirement.

(3) Borrower makes the payment on its own.

(4) The change of payment. The way of payment should be changed when the payment, credit rating or other conditions of Party A has changed after submitting withdrawal application. Party A should provide the written change application, should resubmit the withdrawal application and documentary proof for using of loans if the sum, payment object or the use of loans has changed.

3. The specific requirements of entrusted payment

(1) Entrusted payment. Party B pay to the specified account directly which is written in this contract, including the name of account, account number and the sum of payment.

(2) To provide the transaction information. Party A should provide the account of loans, the account information of counterparty and relevant documents when entrusted payment. All document provided to Party B should be true, integral and effective, or Party B does not assume any responsibility for failed transaction, and occurred repayment obligations do not be affected.

(3) Party B’s obligations under the entrusted payment

A. Party B pay to the specified account after examination and approval of Party A’s commission books and other related transaction information when entrusted payment.

B. If Party B found that the proof materials and other related trading purposes material provided by Party A does not comply with this contract or the presence of other defects, Party B has the right to require Party A to supplement, replace, description or re-submit the relevant materials. Before these materials are submitted, Party B has the right to refuse the issuance and payment of the relevant amounts.

C. Party B will assume no responsibility and the generated obligations of Party A will be not affected if Party B cannot pay the loan to the counterparty in time in accordance with payment order of Party A because of the refund by opening bank of the counterparty. Party A hereby authorizes Party B to freeze the fund returned by opening bank of the counterparty. In this case, Party A shall resubmit the payment order and use proven materials and other related transaction materials.

(4) Party A shall not piecemeal way to circumvent the trustee to pay Party B.

5. Party B has right to redefine the terms of payment and loan disbursement or stop the loan if the following situations occurred:

(1) Party A violates the contract to circumvent entrusted payment of Party B by piecemeal way.

(2) Party A's credit status drops or main business profitability is not good.

(3) The use of loan is abnormal.

(4) Party A fails to provide the records and information of the loan requested by Party B timely.

(5) Party A contravenes this section to use the loan.

Clause 8 Repayment

1. Party A shall specify the following account as capital recovery account and provide the information of this account. Party B has the right to ask Party A to explain inflows and outflows of large-sum and abnormal capital, as well as monitor capital recovery account.

Account Name: Icon Energy System (Shenzhen) Co., Ltd.

Account number: *

2. Except otherwise agreed, on the expiry date, Party A must repay all the loans under this contract.

If Party A wants to change the plan of repayment, a written application confirmed in writing by both parties jointly should be submitted in 10 banking days before the loans maturity.

3. Unless otherwise agreed, Party A has the right to decide repayment order of the principal or interest. If there are several expiring loans or overdue loans which are repaid in installment way under this contract, Party B has the right to decide the liquidation sequence of a repayment. Party B has the right to decide the priority of the repayment order if multiple contracts expire at the same time.

4. Unless otherwise agreed, Party A can repay in advance, but Party A should notice Party B in written 15 banking days advance. The amount of the first advance payment used to repay the final maturity of the loan, in reverse order to repay the loans.

5. Party A must deposit funds in the following account three banking days advance of every expiring principle with interest. Party B has the right to take the funds from the account on the expiry date.

Account Name: Icon Energy System (Shenzhen) Co., Ltd.

Account number: *

Clause 9 Guarantee

1.       To ensure that borrowing under this agreement is repaid, the guarantees shall be adopted by guarantees and Party B.

2.       Under certain circumstance, Party B believes that will affect the capacity for fulfilling the contract of Party A or Guarantor, or Guarantee Contracts are invalid, revoked or dissolved, or the financial position of Party A/Guarantor deteriorate or Party A/Guarantor involved in litigation issues, or other factors which might affect its repayment ability, or guarantors were found default in other contracts with Party B, or devaluation, dismiss or damage of collaterals which might cause the value of the collaterals slaked or losses, Party B reserves the right to request Party A and Party A has the obligation to add or replace the guarantor.

Clause 10 Statement and Commitment

1.       Party A’s statement:

1)       Party A is legally register and exist with full capacity for civil rights and civil conduct;

2)       Signing and performing the contract is the true will of Party A, Party A has been granted all legal and valid authorizations before signing the contract. The contract does not form a default for other contracts signed and performed by Party A and other legal documents. It is Party A’s responsibility to complete all required approvals, registrations, permits and filings.

3)       All document and information, financial statement, certificates and other materials provided by Party A to Party B are true, complete, accurate and effective.

4)       All the transactions mentioned by Party A for apply specific credit line should be real and not for illegal purposes such as: money laundry.

5)       No hidden events regarding Party A and guarantor’s financial and repayment abilities.

6)       Party A and the loan project reach the national environmental standards, not in the list of the enterprises which have problems of energy consumption and pollution, don’t have the risk of energy consumption and pollution.

2.       Party A’s commitment:

1)       Party A shall submit the financial statements and other relevant information regularly, including but not limited to annual, quarterly and monthly financial reports.

2)       Any counter-guarantee agreement between the guarantors and Party A will not affect the Party B’s underlying rights under this contract.

3)       Cooperated in Party B’s exam and inspection on the utilization of the loan as well as Party A’s financials and operations.

4)       Under circumstances Party A or Guarantor’s capability of performing the contract might be affected, Party A should notify Party B in written in time. Those circumstances included but not limited to merger, division, decrease of capital, equity transfer, investment, a substantial increase of debt financing, a major asset and credit assignment.

Party A should notify Party B in time, when the following things occurred:

A. changes of articles of association, the scope of business, registered capital and legal representative of Party A or Guarantor.

B. Any form of management mode change, including joint operation, invest and cooperate with foreigners, contract management, reorganization, restructuring, listing plan.

C. Party A is involved in major litigation or arbitration, or property or collateral is seized, detained or regulated, or set new guarantee in collateral.

D. Out of business, dissolution, liquidation, suspend business for rectification, cancellation, revocation of the business license or (be) filed for bankruptcy.

E. Shareholders, directors and senior management personnel suspected of serious cases or economic disputes.

F. Default events in other contracts.

G. Operating difficulties and financial situation has deteriorated.

(5) The repayment to Party B prior to shareholders, and is comparable to other creditors of the same kind debts.

Party A is prohibited to repay the loan to shareholders before paying off the principal and interests under the contract.

(6) If Party A fails to pay principal, interests and fees on time in the fiscal year, any form of dividends is forbidden.

(7) Party A cannot dispose of assets to reduce its debt paying ability and promises the total amount of external guarantee is not 1 time higher than its net assets, and the total amount of external guarantee and the amount of single guarantee shall not exceed the limitation set by the articles of association.

(8) Except the use agreed in this contract or agreed by Party B, Party A is prohibited to transfer the loans to other accounts or related accounts.

Party A should provide documentary proof when the loan is transferred to other accounts or related accounts.

(9) Party B has the right to call the loan advanced according to the situation of capital return of Party A.

Clause 11 Disclosure of the affiliated transaction inside Party A 's group

Party A is a Group customer confirmed by Party B according to the "Commercial Bank Group guidelines for customer credit risk management business"(hereinafter referred to as “guideline”). 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: the parties to the transaction of the association; trading program and nature of the transaction; the amount of the transaction or the corresponding ratio; pricing policies (including no amount or only nominal amounts of transactions).

Under any of the following circumstances, Party B shall have the right to unilaterally decide to suspend the unused loan and recover part or all of the principal and interest of the loan in advance: use the false contracts which are signed with affiliated parties to discount or pledge at bank and to obtain bank funds or credit with notes receivable and accounts receivable without actual trade background; the occurrence of major mergers, acquisitions and reorganization which are considered by Party B may affect the loan safety; evasion or discarding of bank debts on purpose through affiliated transactions; other circumstances stipulated in article eighteenth of "guidelines".

Clause 12 Breach of Covenants

Each of the following events and issues constitute Party A in the event of default under the contract:

1.       Party A did not perform the repayment obligation under this contract;

2.       Party A has not used the credit funds according to agreed purposes, or has not paid the loan by agreed way in this contract;

3.       Party A’s statements in this contract are untrue or in violation with commitments made by Party A in this contract.

4.       Under the circumstance defined in 2.(4) of Clause 10, Party A refused to provide additional guarantee or replacement of a new guarantor.

5.       Deterioration of credit, or profitability, debt paying ability, operating ability, cash flow and other financial indicators of Party A deteriorate, breaking the contract index constraint agreed or other financial covenants.

6.       Party A breaches other contracts signed with Party B or other affiliated institutions of Bank of China.

7.       Guarantors breach contracts, or have default events with Party B or other affiliated institutions of Bank of China.

8.       The termination of business or dissolution, revocation or bankruptcy of Party A.

9.       Party A is or may be involved in major economic disputes, litigation, arbitration, or its assets were seized, detained or enforced, or investigated or punished by the judicial organ or taxation, industry and commerce administrative organs in accordance with the law, has been or may affect its ability to fulfill the obligations under this contract.

10.     Abnormal change, missing, legal restriction of personal liberty and investigation by judicial authorities of Party A’s major individual investors, key management personnel, which have been or may affect Party A to fulfill the obligations under this contract.

11.     Party B finds the problems which may affect the borrower or guarantor's financial situation and performance capabilities when reviewing Party A’s financial condition and performance capabilities every year (every year from the effective date of the contract);

12.     Party A cannot provide materials to Party B to explain large and abnormal capital inflow and outflow in the account.

13.     Party A is in violation with other rights and obligations agreed in this contract.

When any of the above situations occurred, Party B will perform the following in separate or all at the same time according to the specific situation:

1)       Require Party A or Guarantor to rectify defaults within a definite time.

2)       Reduce completely or partly, pause or terminate Party A’s Credit limit.

3)       Pause or terminate completely or partly Party A’s business applications in this contract or in other contracts between Party A and Party B specific credit line under this contract. Pause or terminate completely or partly, or cancel or stop offering, paying and settling the unissued loans and unsettled trade financing.

4)       Announce the immediate expiration on all or part of the outstanding loans, principle and interest of trade financing and other accounts payable under this contract or other contracts between Party A and Party B.

5)       Terminate or release this contract, terminate or release contracts between Party A and Party B completely or partly.

6)       Require compensation from Party A on the losses caused by Party A to Party B.

7)       Deduct the fund from Party A’s deposit accounts to pay off the debts to Party B under this contract. All the undue funds in the accounts were considered as acceleration of maturity. If the currency in deposit account is different from the currency of Party B’s loans, the exchange rate on the date of the hold in custody will be applied.

8)       Real rights of pledge will be executed.

9)       Require Guarantors assume liability of guaranty.

10)     Other necessary or probable procedures on Party B’s concern.

Clause 13 Rights reserved

One party does not perform part or all of the rights under this contract, nor does not require the other party to perform, undertake part or all of the obligations and responsibilities, which does not mean the abdication of the right or exemption of the obligation and responsibility.

Any tolerance, extension or delay from one party to another party for exercising of rights under this contract does not affect the rights one party enjoys according to this contract and laws and regulations, and does not mean the abdication of the right.

Clause 14 Changes, Modification, Termination

Upon negotiation and agreed by both parties, this contract can be changed and modified by written. Any of the changes and modifications should form the inseparable part of this contract.

Unless otherwise provided for in any law or regulation or stipulated between the parties, this contract would not be terminated prior to all the rights and obligations are fulfilled.

Unless otherwise provided for in any law or regulation or stipulated between the parties, the invalidation of single terms under this contract should not affect the validation of other terms under this contract.

Clause 15 Applicable Law and Resolution for Dispute

1. This contract is applicable to the laws of People’s Republic of China.

During the performance of this contract or in connection with all disputes relating to this contract, the two parties settled through friendly consultations. If negotiation cannot reach agreement, both parties can apply to the people's court of Shenzhen.

Clause 16 Attachments

The Appendix hereof and the other appendix confirmed by both parties shall form an integral part of this contract, and shall be of legally equal effect with this contract.

1.       Withdrawal application;

Clause 17 Other terms and conditions

1.       Without Party B’s written approval, Party A is not allowed to transfer the rights and obligations under this contract to the 3rd Parties.

2.       Party A should give the consent that Party B might somehow authorize other affiliated institution of Bank of China to perform the obligation. The performing party entitles all the rights and obligations under this contract, the performing party reserves the rights to appeal a resolution of dispute if necessary.

3.       The contract has equivalent restrictions to the successors or inherits of both parties.

4.       Unless otherwise agreed, the domicile addresses stated in this contract are for corresponding use; both parties should notify each other in writing about any changes of its domicile addresses.

5.       The transactions under the contract based on independent interests. According to relevant laws, regulations and regulatory requirements, other parties of the transaction constitutes a connected party or associated persons, any party shall not seek to use this relationship to affect the fair of transaction.

6.       The title and name of business in this contract is only for business purposes, will not be used for interpretation of the contract terms, the rights and obligations.

7.       In accordance with the provisions of the relevant laws and regulations, supervision, Party B has the right to provide the information of this contract and other relevant information to the credit system of the people's Bank of China and other legally established credit information database, for organizations or individuals who have the appropriate qualifications to query and use.

8.       If the drawdown date or the repayment date is in legal holidays, then it is delayed to the first working day after the holidays.

9.       If required by the governing institutions, Party B might not be able to perform the obligations agreed in this contract, Party B has the right to stop or change the contract or its clauses, and Party B is exempted from punishment under this circumstance.

Clause 18 Effective of the contract

This contract enters into force upon the date when it is signed or sealed and affixed with official seals by the legal representatives or entrusted agents of Party A and Party B.

This contract is signed in quadruplicate, each party holds two copies, which have the equal legal effect.

/s/ [Stamp of Party A]

Signature

/s/ [Stamp of Party B]

Signature


Webplus: HPJ/20190813/10-Q_1/19_EX-10.8/000.htm SEC Original: tv527142_ex10-8.htm
Rev. 201704 WORKING CAPITAL LOAN CONTRACT BANK OF JIANGSU TO MY DEAR CUSTOMERS Dear Customers, 1. borrowing money from customers; 2. providing guarantee, authentication or matchmaking for private lending; 3. taking a part-time job in an enterprise; 4. borrowing transitional funds from customer accounts or using personal account to transfer transitional funds to customers; 5. keeping cards, passbooks and passwords



EX-10.8 19 tv527142_ex10-8.htm EXHIBIT 10.8

Exhibit 10.8

Rev. 201704

WORKING CAPITAL LOAN CONTRACT

BANK OF JIANGSU

TO MY DEAR CUSTOMERS

Dear Customers,

According to relevant provisions of China Banking Regulatory Commission and Bank of Jiangsu Co., Ltd., Bank of Jiangsu Co., Ltd. prohibits its employees from conducting the following conducts:

1. borrowing money from customers;

2. providing guarantee, authentication or matchmaking for private lending;

3. taking a part-time job in an enterprise;

4. borrowing transitional funds from customer accounts or using personal account to transfer transitional funds to customers;

5. keeping cards, passbooks and passwords on behalf of customers;

6. accepting or soliciting improper benefits.

In order to protect your rights and interests, Bank of Jiangsu Co., Ltd. hereby solemnly reminds you as follows:

The conducts mentioned above are expressly prohibited by Bank of Jiangsu Co., Ltd. Any such conduct engaged in by an employee of Bank of Jiangsu Co., Ltd. for any reason shall be deemed as an individual conduct but shall not represent the will of Bank of Jiangsu Co., Ltd. Please keep in mind.

Meanwhile, Bank of Jiangsu Co., Ltd. requests the Borrower to make supervision on the employees of Bank of Jiangsu Co., Ltd. If any employee of Bank of Jiangsu Co., Ltd. is found with the situations mentioned above, the Borrower may report to us by the special email jsyhjcs@126.com or calling the inspection office (Tel. 025-58587112) of Bank of Jiangsu Co., Ltd. Bank of Jiangsu Co., Ltd. shall keep it strictly confidential.

Bank of Jiangsu shall not charge any fees other than the charging items publicly announced by our Bank to the outside. Bank of Jiangsu shall not cooperate with any intermediary in violation of regulations. In addition, any fees and security deposits of any kind charged by any other institution from any person shall have nothing to do with Bank of Jiangsu Co., Ltd. Any and all legal consequences and liabilities arising therefrom shall have nothing to do with Bank of Jiangsu Co., Ltd.

Bank of Jiangsu Co., Ltd.

Bank of Jiangsu Co.,Ltd. Shenzhen Branch (Special Seal for Loan Contract Uses Only)

I (our Company) confirms that we have already learned of and carefully read all contents of theTO MY DEAR CUSTOMERS, understand and accept the risks reminded by your Bank. We will actively assist your Bank and supervise the conducts of your employees.

Signature/Seal of Customer

Icon Energy System (Shenzhen) Co., Ltd. (Seal)

Pan Dangyu (Seal)

Working Capital Loan Contract

Contract No.:JK162619000053

Borrower:Icon Energy System (Shenzhen) Co., Ltd.

Address:Room 201, No. 4, Guanqing Road, Luhu Community, Guanhu Street, Longhua District, Shenzhen City

Lender: Bank of Jiangsu Co.,Ltd.Shenzhen Branch

Address:19-20/F, Nepstar Drugstore Building, No. 2, Lanxiang First Street, Zhongxin Road, Nanshan District, Shenzhen City

In accordance with the relevant national laws and regulations, both parties make and enter into this Contract upon consensus through consultation and are willing to abide by all terms and conditions of this Contract.

Article 1 Loan contents

I. Loan amount: (currency)RMB (in words)ten million Yuan only.

II. Loan term: fromMay 24, 2019toMarch 23, 2020.

III. Loan interest rate

1. The interest rate for RMB loan shall be the followingB:

A. The loan hereunder implements a fixed interest rate. The executed annual interest rate shall be     /% and the interest rate shall remain unchanged during the valid term of this Contract;

B. The loan hereunder implements a floating interest rate and the interest rate shall be40%higher (higher/lower) than the benchmark interest rate4.35% for RMB loans issued by the People's Bank during the same period or be     / (plus/minus)      / BP (1 BP equals to 0.01 percentage point). The executed annual interest rate shall be6.09%. The interest rate hereunder shall be adjusted bymonth (month/quarter/half year/year) with the adjustment of the benchmark interest rate for RMB loans issued by the People's Bank during the same period and such adjustment shall be made onthe first day of each month.

2. The interest rate for foreign exchange loans shall be the following       /:

A. The loan hereunder implements a fixed interest rate. The interest rate shall be     / (in words) months     /(LIBOR/HIBOR/SIBOR)+       /%. The executed annual interest rate shall be       /% and the interest rate shall remain unchanged during the valid term of this Contract;

B. The loan hereunder implements a floating interest rate and the interest rate shall be be       / (in words) months       /(LIBOR/HIBOR/SIBOR)+       /%. The interest rate hereunder shall be adjusted by       / and such adjustment shall be made on       /.

3. Interest calculation

The interest shall be calculated according to the actual date of withdrawal by the Borrower and according to the actual amount withdrawn and the days of occupation of the loan.

Formula for calculation of interest: interest = principal×actual number of days× daily interest rate.

The base for calculation of daily interest rate shall be 360 days a year. The conversion formula is: daily interest rate = annual interest rate /360.

IV. Loan purpose shall bepayment for purchase (payment for)

V. Loan note

The loan note is the Borrower's loan voucher under this Contract and an effective part of this Contract. It shall have the same legal effect as this Contract. if the amount, date of payment, due date and interest rate of the Borrower's loan hereunder or other loan contents is different from that recorded in the loan note, that recorded in the loan note shall prevail.

Article 2 Settlement of loan interest

1. The interest shall be calculated from the date of the actual payment of the loan according to the actual amount paid and the actual loan term. The interest shall be settled bymonth (month/quarter) and the expiry date for interest shall be the 20th day of eachmonth (month/last month of each quarter).

If the last repayment date of the principal is not an expiry date for interest, the unpaid interest shall be paid with repayment of principal.

2. The Borrower shall pay interest on each expiry date for interest. The Lender may deduct interest directly from the account opened by the Borrower with Bank of Jiangsu. If the Borrower fails pay interest timely, the Lender shall have the right to charge compound interest form the unpaid interest.

Article 3 Default interest and compound interest

If the loan hereunder is overdue or is not used for the purpose agreed herein, interest and compound interest shall be calculated and collected according to the method of the followingB:

A. If the Borrower fails to repay in full and on time the loan at maturity (including acceleration of maturity) where a fixed interest rate is executed, the Lender shall have the right to charge a default interest according to/% plus the loan interest rate hereunder from the date of overdue; if the Borrower fails to use the loan for the purpose agreed herein, the Lender shall have the right to charge a default interest according to      /% plus the loan interest rate hereunder from the date of misappropriation.

Compound interest shall be calculated and collected for the interest (including default interest) paid by the Borrower after the deadline. Compound interest shall be calculated and collected at the default interest rate after the loan is overdue.

B. If the Borrower fails to repay in full and on time the loan at maturity (including acceleration of maturity) where a floating interest rate is executed, the Lender shall have the right to charge a default interest according to50% plus the floating interest rate executed in the current period from the date of overdue; if the Borrower fails to use the loan for the purpose agreed herein, the Lender shall have the right to charge a default interest according to100% plus the floating interest rate executed in the current period from the date of misappropriation.

Compound interest shall be calculated and collected for the interest (including default interest) paid by the Borrower after the deadline. Compound interest shall be calculated and collected at the default interest rate after the loan is overdue.

Article 4 Conditions for withdrawal

1. The Borrower may not withdraw the loan until the following conditions are satisfied upon the effectiveness of this Contract (except as otherwise exempted by the Lender):

(1) The Borrower has opened relevant RMB or/and foreign exchange accounts with the Lender or any branch of the Lender;

(2) The Borrower has provided the Lender with the legal documents of proving the legitimacy of the Borrower, including but not limited to the business license passing the latest annual inspection, approval certificate, joint venture or cooperation contract, and articles of association, etc.;

(3) The Borrower has submitted theApplication for Withdrawal and thePower of Attorney for Entrusted Payment to the Lender.

(4) The guarantee contract, and/or mortgage contract and pledge contract in connection with the loan hereunder have become effective;

(5) All the procedures in connection with this Contract and required by the Lender, including but not limited to approval, registration, filing, insurance, notarization and witness, have been handled and completed;

(6) The Borrower has provided the Lender with the capital verification report proving that the registered capital of the Borrower had been paid according to law;

(7) According to the provisions of the Borrower's internal authorization system, the Borrower has provided the Lender with the resolution and authorization letter that the Borrower's board of directors and/or the shareholders' meeting (shareholders' general meeting) and other competent authorities had agreed the loan hereunder;

(8) The Borrower has provided the Lender with the materials of proving the purpose of the loan hereunder;

(9) The Borrower has provided the Lender with a loan note affixed with the valid seal of the Borrower;

(10) The Borrower has provided the Lender with the loan cards (certificates) of the Borrower and the guarantor;

(11) Where the Lender thinks necessary, the Borrower shall handle notarization with the force of enforcement for the loan contract, the guarantee contract and the mortgage (pledge) contract;

(12) The Borrower or the guarantor has paid all the relevant expenses payable hereunder; and

(13) Other conditions for withdrawal agreed by both parties:blank below

Article 5 Withdrawal plan

1. When the preconditions for withdrawal are all satisfied, the Borrower may withdraw the loanin a lump sum (in a lump sum/by installments). The withdrawal plan is as follows:

Unit (ten thousand Yuan, ten thousand US dollars or other) :ten thousand Yuan

Withdrawal
Period Date of withdrawal Amount withdrawn
First period May 24, 2019 1000
Second period
Third period

(Any table attached hereto where there is insufficient space to fill shall be an integral part of this Contract.)

2. The Lender shall have the right to reject the Borrower's application for withdrawal of the part not withdrawn and used within the time limit given above.

Article 6 Payment mode

I. The loan under this Contract shall be paid according to the method of the following1:

1. Entrusted payment. The Lender shall, according to the Borrower's application for withdrawal and payment entrustment, pay the loan funds through the Borrower's account to the Borrower's transaction object that meets the purpose stipulated herein.

2. Independent payment. The Lender shall, according to the Borrower's application for withdrawal and payment entrustment, pay the loan funds to the Borrower's account before the Borrower independently pays its transaction object that meets the purpose stipulated herein according to the plan determined by the Borrower upon application. The Borrower shall submit a payment list to the Lender at the end of each quarter. The contents of each payment list shall include but not be limited to name of the transaction object, amount and time of payment, and payment causes, etc.

3. Partial entrusted payment Where a single amount of the loan funds exceeds RMB/Yuan (if the amount is less than or equals to RMB ten million Yuan, the foreign exchange loan shall be converted into the foreign exchange purchase price issued by the Borrower on the date of entrusted payment), the single amount shall be paid under entrusted payment, and the remaining shall be paid under independent payment.

II. If the Borrower falls under any of the following circumstances, the Lender shall have the right to supplement the loan payment conditions through consultation with the Borrower; where consultation fails, the Lender shall have the right to stop the payment of the loan funds or ask the Borrower to prepay the loan having been released;

1. Its credit status is declined;

2. The profitability of its main business is not strong and breaks through the agreed financial indicators;

3. It fails to pay the loan funds according to the stipulations of this Contract;

4. It violates this Contract and avoids the entrusted payment by the Lender by means of breaking up the whole into parts;

5. It fails to comply with its commitments;

6. Other circumstances in violation of this Contract.

Article 7 Repayment

I. The sources of repayment of the Borrower include but are not limited tooperating revenues.

II. Except as otherwise agreed by both parties, the Borrower shall repay the loan hereunder according to the following repayment plan:

Unit (ten thousand Yuan, ten thousand US dollars or other) :ten thousand Yuan

Repayment
Period Date of repayment Amount of repayment
First period Mar. 23, 2020 1000
Second period
Third period

(Any table attached hereto where there is insufficient space to fill shall be an integral part of this Contract.)

III. If the date of repayment given above is not a banking day, it shall be postponed to the next banking day. If the Borrower requires extending the payment term, it shall submit a written application to the Lender one month in advance. Upon approval by the Lender, the payment term may be extended.

IV. If the Borrower desires to make repayment in advance, it shall obtain the Lender's consent, implement the interest rate determined for the original term and pay   /of the amount repaid in advance as the fee.

V. The Borrower irrevocably authorizes the Lender to deduct all the loan principal and interest due or due in advance from the account opened by the Borrower with any system of Bank of Jiangsu. Where foreign exchange is deducted, it shall be converted at the foreign exchange purchase price issued by the Lender on the date of deduction.

VI. The Buyer shall make repayment according to the method of the following   / :

1. The Borrower shall open a special repayment reserve account for the loan hereunder with the Lender. During the duration of the loan, the Borrower shall deposit the funds recovered from the loan into this account and ensure that the balance in the account not less than (currency)   /(in words)   /at any time. This account shall be subject to the Lender's supervision and cannot be used for settlement. The Lender shall have the right to deduct and repay the loan principal and interest directly from this account. If the balance in this account is insufficient, the Lender shall have the right to make deduction directly from the Borrower's any account opened with any system of Bank of Jiangsu or claim from the Borrower or the guarantor.

2. The Borrower shall open a unit settlement account with the Lender and deposit the cash flows of its routine revenues to this account according to the proportion of its total credit amount granted by the Lender out of its total credit amount granted by all financial institutions. The balance in the account not less than (currency)   /(in words)  /at any time. The Borrower shall deposit in this account a sufficient amount for repaying the current loan principal and interest due prior to each date of repayment. The Borrower authorizes the Lender to deduct and repay the loan principal and interest directly from this account.

Article 8 Representations and warranties of the Borrower

1. The subject qualifications of the Borrower comply with the requirements of relevant laws, administrative regulations and normative documents;

2. The Borrower has been fully authorized to sign this Contract and other relevant documents and has the ability to perform and fulfill its responsibilities;

3. The signing and performance of the contract and other relevant documents By the borrower shall not conflict with or violate any laws, regulations and normative documents, nor constitute a breach of this Contract;

4. The Borrower currently has no pending litigation, arbitration or administrative punishment, and no litigation, arbitration or administrative punishment filed against its assets or earnings as known by the Borrower;

5. The Borrower shall cooperate with the Lender to carry out loan payment management, post-loan management and relevant inspection;

6. The financial statements provided by the Borrower give a true view on the financial conditions of the Borrower;

7. The Borrower that the application materials provided by the Borrower to the Lender are true, lawful and valid, and there is no material omission or misleading;

8. The materials about the Borrower, the guarantor, the mortgagor, the pledgor, the mortgaged (pledged) property and project in this Contract and the guarantee contract are true, complete and accurate, and there is no omission of any important facts;

9. The Borrower irrevocably authorizes Bank of Jiangsu Co.,Ltd. to inquire the Borrower's all kinds of information by various means from the date of signature of this Contract to the date of termination of business hereunder. These means may include but not be limited to state administrative departments, government departments, business management organizations, social third-party data platforms and network media. The Borrower is aware of the possible legal consequences arising from the provision of such non-public information;

10. The Borrower has fully known the business scope, authorizations and privileges of the Lender; the Borrower has read all the terms and conditions of this Contract and the Lender has made explanation on relevant clauses of this Contract at the Borrower's request; the Borrower has complete and full understanding of the meanings and corresponding legal consequences of the terms and conditions of this Contract; and the signature of this Contract by the Borrower is the representation of the Borrower's true meaning.

Article 9 Rights and obligations of the Borrower

I. Rights of the Borrower

1. The Borrower has the right to withdraw and use the loan according to the stipulations of this Contract;

2. It has the right to transfer its debt hereunder to a third party after obtaining the Lender's written consent.

II. Obligations of the Borrower

1. It shall truthfully provide the documents and materials required by the Lender (including the account number of all bank accounts, balances of deposits and loans, use of loan, conditions of assets, production and business activities, internal management and other true information);

2. It shall provide the financial statements of the previous month before the 20th day of each month, and provide the Lender with the audited financial statements within 120 days after each fiscal year. It shall timely provide the Lender with the changes of itself;

3. It shall accept and cooperate with the Lender to carry out survey, supervision and inspection on its use of credit funds, and its production, operation and financial activities;

4. It shall open a settlement account with Bank of Jiangsu Shenzhen Branch (Sub-branch), and handle domestic and foreign settlement, exchange settlement and sales, and other intermediary business with the Lender or any branch of the Lender not lower than the proportion of the loan hereunder out of the total loan balance in other financial institutions;

5. It shall use the loan according to the purpose and means agreed herein;

6. It shall repay the loan principal and interest on time and in full according to the stipulations of this Contract;

7. Prior to external investment, substantial increase of debt financing, merger, division, equity transfer, asset transfer and other major events, it shall notify the Lender in writing in advance and obtain the Lender's written consent, and implement guarantee measures for repayment of the loan principal and interest and other relevant expenses hereunder;

8. The Lender shall be timely notified if the Borrower or the guarantor has any significant adverse event affecting its solvency/security capability;

9. The total amount guaranteed for the liabilities of a third party shall not exceed/times the net assets of the Borrower;

10. If the Borrower is a group customer, it shall give a written report to the Lender within 10 days as of the date of occurrence of an affiliated transaction with the target amount exceeding 10% of the Borrower's net assets. The contents of the report shall include but not be limited to the relations between the transaction parties, the transaction project and nature, the transaction amount or proportion and the pricing basis (including the transaction without an amount or with a symbolic amount only).

11. It shall ensure to cover insurance for the loan-related property according to the requirements of the Lender and define the Lender as the beneficiary of the insurance interest;

12. If this Contract is made enforceable through notarization by a notary organ, the Borrower agrees to be enforced by the people's court and waives the right of defense.

Article 10 Rights and obligations of the Lender

I. Rights of the Lender

1. The Lender has the right to ask the Borrower to provide materials in connection with the loan hereunder;

2. It has the right to ask the Borrower to repay the loan principal and interest on schedule or in advance;

3. It has the right to understand the Borrower's production and operation, financial activities, business activities and repayment plan, and it has the right to extract or copy from the Borrower's accounting books, business records and other relevant materials;

4. It has the right to supervise the Borrower to use the loan according to the purpose and means agreed herein;

5. It has the right to deduct the loan principal and interest due or due in advance and other relevant expenses from the Borrower's account;

6. If the Borrower fails to perform or violates its various obligations agreed herein, the Lender shall have the right to change the loan payment mode, stop payment of the loan not withdrawn by the Borrower and/or ask the borrower to repay the loan in advance and announce acceleration of maturity of all the loan hereunder according to the stipulations of this Contract;

7. The Lender has the right to take back the loan in advance according to the capital return of the Borrower;

8. If the Borrower has any such major events as transfer of property right, institutional change, decrease of registered capital or transfer of creditor's right and debt, the Lender shall have the right to ask the Borrower to repay the loan principal and interest hereunder in advance and pay all other relevant expenses, or ask the Borrower to transfer its all debts hereunder to a transferee accepted by the Lender, or ask the Borrower to provide other guarantee measures accepted by the Lender.

II. Obligations of the Lender

1. The Lender shall release the loan to the Borrower according to the conditions specified in this Contract;

2. The Lender shall keep confidential the financial conditions, and production and operation conditions of the Borrower, except as otherwise prescribed by laws, administrative regulations and normative documents.

Article 11 Default events

I. During the valid term of this Contract, any one of the following circumstances shall constitute a default event:

1. The Borrower fails to perform the representations, warranties and obligations set forth in Article 8 and Article 9 hereof, including failure to pay the loan principal and interest and other expenses payable hereunder on the date of maturity;

2. The Borrower fails to fully and promptly perform its any obligations specified in this Contract and other relevant documents. If the Borrower's aforesaid behavior can be corrected but the Borrower fails to correct it to the extent satisfied by the Lender within 20 days after the Lender sends a written notice of correction;

3. The Borrower voluntarily or compulsively goes out of business, winds up, reorganizes, dissolves or goes into bankruptcy;

4. The Borrower provides false materials or conceals important business financial facts;

5. The Borrower breaks through the financial indicators stipulated in Article 17 of this Contract;

6. The Borrower suffers from financial loss or deterioration of financial conditions, which may affect the loan safety, or the Borrower intentionally evades or cancels the creditor's rights of the Bank;

7. The Borrower's loan project plan is canceled or cannot be implemented;

8. The Borrower fraudulently obtains funds or credit from the Lender or other bank by use of a false contract with an affiliated party;

9. The Borrower engages in or suspected of carrying out illegal business activities;

10. The Borrower goes into division, combination, major merger, acquisition or reorganization;

11. The Borrower violates any other contract signed with the Lender or a third party, or there is any dispute arising from such contract, thereby causing or likely to cause litigation or arbitration;

12. The controlling shareholder of the Borrower transfers its shares held in the Borrower, or the controlling shareholder, actual controller, legal representative or other senior management person has major events, including but not limited to engaging in or suspected of conducting illegal activities, or subject to litigation, arbitration or administrative punishment, going worse of its financial conditions, declaration of bankruptcy or dissolution, and so on;

13. The guarantor has breach of contract, including but not limited to provision of false materials by the guarantor, the guarantor's violation of other contract signed with the Lender or a third party, litigation or arbitration caused due to any dispute arising from such contract, forced or active suspension of business, major business failure, engaging in or suspected of conducting illegal activities, evasion or cancellation of creditor's rights of the Bank, merger and/or acquisition or reorganization, or other situations which may reduce its guarantee capability;

14. An event of default occurs under other loan contract or guarantee contract made and entered into by and between the Borrower and the Lender;

15. Other circumstances which endanger or may endanger the Lender's loan safety.

II. If the Borrower has any breach of contract, the Lender shall take one or more of the following methods according to the nature and extent of the default event:

1. to require the Borrower to correct the default event within a time limit and take remedial measures;

2. to change the payment mode of the loan not withdrawn hereunder;

3. to stop the Borrower from continuing to withdraw funds, cancel the amount of the loan not withdrawn, announce acceleration of maturity of the loan principal and interest hereunder, and take back the loan immediately;

4. to announce acceleration of maturity of the principal and interest of all the loans under other loan contracts made and entered into by and between the Borrower and the Lender, and take back all the loans immediately;

5. to freeze the Borrower's deposits in part or in all, make deduction from the Borrower's deposit account to repay the loan principal and interest and pay relevant expenses hereunder; the Borrower agrees and authorizes the Lender to purchase foreign exchange to repay the principal and interest of the foreign exchange loan;

6. to demand the guarantor's liability for guarantee or dispose the mortgaged (pledged) property;

7. to bring a lawsuit in a court to claim the loan principal and interest, expenses and other losses from the Borrower and the guarantor through judicial proceedings;

8. If this Contract is made enforceable through notarization by a notary organ, the Lender may apply to the people's court for enforcement.

Article 20 Expenses

1. The expenses incurred in connection with the execution of this Contract, including but not limited to the expenses of credit investigation, notarization, testimony and registration, shall be borne by the parties respectively in accordance with laws or agreements;

2. The expenses of the Lender for urging the Borrower to repay the loan principal and interest after the Borrower fails to repay the loan principal and interest on time, including but not limited to announcement fee, service fee, appraisal fee, attorney fee, legal cost, traveling expenses, evaluation fee, auction fee, property preservation fee and enforcement cost, shall be borne by the Borrower.

Article 13 Debt transfer

1. Without the Lender's written consent, the Borrower shall not transfer its any rights and obligations under this Contract to any third party.

2. If the Borrower transfers its any rights and obligations under this Contract to a third party upon the Lender's written consent, the third party shall unconditionally abide by all the terms and conditions of this Contract.

Article 14 Change and cancellation of contract, and exercising of rights

1. This Contract may be changed or canceled in written form upon consensus through consultation.

2. During the valid period of this Contract, the Lender’s tolerance or grace imposed on or the Lender’s delay in the exercising of its any right hereunder for the Borrower’s breach or delay shall not damage, impact or restrict all the other rights enjoyable by the Lender as a creditor in accordance with this Contract and relevant laws, administrative regulations and normative documents, and shall not be deemed as the Lender’s permit or acceptance of any breach of this Contract nor be deemed as a waiver of such right by the Lender to take actions for the Borrower's current or future breach of contract;

3. If any provision of this Contract becomes invalid or partially invalid for any reason, the Borrower shall continue to perform the responsibility of repayment. In the event of any such circumstance, the Lender shall have the right to terminate this Contract and may immediately claim the loan principal and interest hereunder and other relevant expenses from the Borrower;

4. In case of any change of the Borrower's domicile, mailing address, telephone number, business scope and legal representative, the Lender shall ensure to notify the Lender in written form within 10 days after the change of relevant items. If the Borrower fails to perform the obligation of notification mentioned above, the relevant notices and documents sent by the Lender to the original mailing address of the Borrower shall be deemed as being served to the Borrower;

5. Any and all notices and documents between both parties hereto and in connection with the execution of this Contract shall be given in written form.

Article 15 The Borrower agrees that the creditor's right hereunder is made enforceable through notarization of this Contract. In the event that the Borrower fails to perform all or part of its obligations specified herein, the Lender may apply to the competent people's court for enforcement.

Article 16 Applicable laws and dispute settlement

The formation, validity, interpretation, execution and settlement of disputes in respect of this Contract shall be governed by the relevant laws of the People's Republic of China. In case of any dispute during the execution of this Contract, the dispute shall be settled by both parties through consultation or mediation; where consultation or mediation fails, the dispute may be settled according to the method specified in the followingB:

A. to file a lawsuit in the people's court at the location where the Lender is located;

B. to apply toShenzhen Arbitration Commission for arbitration.

Article 17 Other matters agreed by both parties:

1. The loan under this Contract is the specific credit within the credit line in theMaximum Comprehensive Credit Contract of No.SX162618000785, to which this Contract is an effective annex.

2. The loan interest and other expenses, other than the loan principal hereunder, shall be tax inclusive.

3. Agreement on the Borrower's financial indicators:blank below

4.Blank below

Matters not provided herein shall be interpreted or handled in accordance with relevant laws, administrative regulations and normative documents, and relevant stipulations of Bank of Jiangsu.

Article 18 Validity and invalidity of contract

1. This Contract shall come into force when it is signed by the legal representatives or authorized representatives of both parties and affixed with the official seals of both parties.

2. This Contract shall become null and void when the Borrower has paid all the loan principal and interest hereunder and all other expenses.

Article 19 This Contract is made out in three originals, for the Lender, the Borrower and the Lender,/ /each holding one, which shall be equally authentic.

Borrower (Official Seal): Lender (Official Seal):
Icon Energy System (Shenzhen) Bank of Jiangsu Co., Ltd. Shenzhen Branch Co., Ltd. (Seal)
(Special Seal for Loan Contract Uses Only)
Legal Representative or Legal Representative or
Authorized Representative (Signature/Seal): Authorized Representative (Signature/Seal):
Pan Dangyu (Seal)

Date of Signature:April 30, 2019

Signatory

Letter of Confirmation of Service Address

Bank of Jiangsu Co.,Ltd.:

AsþI (our Company) /¨debtor    /applied to your Bank for a credit, I (our Company) and your Bank made and entered into the Working Capital Loan Contract of No.JK162619000053. In order to ensure the service of your Bank's notices and the court's relevant litigation documents prior to full repayment of the credit, I (our Company) hereby confirm as follows:

1. The address given in the following table is our effective service address:

Address Room 201, No. 4, Guanqing Road, Luhu Community, Guanhu Street, Longhua District, Shenzhen City Zip Code 518000

2. I (our Company) hereby designate the following persons as the recipients (i.e., designated recipient) of your Bank's notices and the court's litigation documents, including: (1) I, my relatives, the property management personnel of the community and office building where the above service address is located, shall be applicable to the situations where the person served is an individual; (2) our Company, and shareholders and staff of our Company, the property management personnel and security guards of the community and office building where the above service address is located, shall be applicable to the situations where the person served is a unit.

3. Scope of application of the service address and designated recipient mentioned in the preceding paragraph: applicable to the service of the notices prescribed in laws and specified in the contracts, agreements, warranties, letters of commitment and other documents between your Bank and I (our Company), applicable to the service of the litigation documents in the first instance, second instance, executive and special procedures of civil procedures after your Bank institutes legal proceedings against I (our Company).

4. Notification procedures for change of service address or designated recipient: if the service address or designated recipient given above is changed, I (our Company) shall, 10 working days prior to such change, notify your Bank in writing and give your Bank a newLetter of Confirmation of Service Address.

5. Agreement on legal consequences: if your Bank's notice or the court's litigation document fails to be actually received because the aforesaid service address I (our Company) provided or confirmed is not correct, or I (our Company) failed to timely notify your Bank and the court according to the aforesaid procedures after the change of the aforesaid service address, or I (our Company) or the designated recipient refuses to sign for any reason, if sent by post, it shall be deemed as having been served as of the date when your Bank's notice or the court's litigation document is sent back; if sent by direct service, your Bank's notice shall be deemed as having been served as of the date when it s marked by the staff of your Bank, and the court's litigation document shall be deemed as having been served as of the date when it is marked on the receipt of service of the court by the server of the court.

This Letter of Confirmation is an annex to the Contract above mentioned. If the service mode agreed in the above-mentioned Contract is different from that confirmed in this Letter of Confirmation, that given in this Letter of Confirmation shall prevail. If the Contract above mentioned is applicable to arbitration, this Letter of Confirmation shall also apply to the service of arbitration documents.

Issued by an individual Signature:
Date:

Issued by an entity Seal:Icon Energy System (Shenzhen) Co., Ltd. (Seal)
Signature/Seal of Legal Representative or Authorized Representative:
Apr. 30, 2019
Pan Dangyu (Seal)

In case of any service quality problem, please dial the supervision number: *.


Webplus: HPJ/20190813/10-Q_1/20_EX-10.9/000.htm SEC Original: tv527142_ex10-9.htm
No.: SPD BANK Financing Quota Agreement Contract Version No.: SPDB201512 SPD BANK Financing Quota Agreement Financing Quota Agreement Company: Huizhou Highpower Technology Co., Ltd. (hereinafter referred to as the “customer”) Main business address: Xinhu Industrial Development Zone, Ma’an Town, Huicheng District, Huizhou City Contact: Pan Dangyu Tel.: * Bank: Shanghai Pudong Development Bank Co., Ltd. Huizhou Branch (hereinafter referred to



EX-10.9 20 tv527142_ex10-9.htm EXHIBIT 10.9

Exhibit 10.9

No.:

SPD BANK

Financing Quota Agreement

Contract Version No.: SPDB201512

SPD BANK Financing Quota Agreement

Financing Quota Agreement

Company: Huizhou Highpower Technology Co., Ltd. (hereinafter referred to as the “customer”)

Main business address: Xinhu Industrial Development Zone, Ma’an Town, Huicheng District, Huizhou City

Contact: Pan Dangyu Tel.: *

Bank: Shanghai Pudong Development Bank Co., Ltd. Huizhou Branch (hereinafter referred to as the “financing bank”)

Main business address: Floors I and II, Dewei Plaza, No. 4, Jiangbei Yunshan West Road, Huicheng District, Huizhou City

Contact: Huang Wei Tel.: *

In principle of equality and mutual benefit, both parties concerned herein have reached the following agreement through friendly consensus on the basis of equality and free will in accordance with relevant laws and regulations:

Part I General Conditions and Terms

1. AgreementAny documents signed by the customer and the financing bank within the quota use term, including quota change agreement (refer to Annex I for the format) and the affiliated financing document, are components hereof and shall be read together with this agreement.

2. Quota For the purpose of this agreement, quota use term refers to the quota use term listed in the financing quota table (the second part of this agreement) or the quota use term recorded in any valid quota change agreement signed by the financing bank, whichever is signed later shall prevail. The customer shall apply for using the financing quota to the financing bank within the quota use term. In the event that the customer puts forward the application beyond the quota use term, no matter whether the financial quota has been used up, the financing bank may refuse.

3. Quota ChangeWhere this condition and term are not in line with the financing quota table, the financing quota table (including the change to the financing quota table made by the customer and the financing bank in the quota change agreement from time to time) shall prevail. Where any affiliated financing document signed by the customer and the financing bank within the quota use term is inconsistent with the regulations hereof, the business involved in the affiliated financing document shall be subject to the regulations in the affiliated financing document.

Despite of the aforesaid regulations, the financing bank still has the right to, when it deems necessary, for the need to ensure the safety of its creditor’s right, notify the customer of the advance expiry of the financing under any affiliated financing document. In case of notification of advance expiry of financing, the customer shall repay the financing amount immediately; for the L/C, L/G/ SLC and bank acceptance opened by the financing bank according to the customer’s application, the customer shall immediately make up for the margin to 100%.

4. Financing In accordance with the regulations of this agreement and any affiliated financing document, within the financing quota and its term, the customer may provide credit financing (collectively referred to as financing herein) for the financing bank according to the agreements. The financing category specifically applicable shall be subject to the regulation of the financing quota table. The commitments of the financing quota by the financing bank hereunder are divided into revocable commitments and irrevocable commitments. In case of meeting the preconditions agreed herein for quota use and other preconditions on the specific business agreed upon by both parties, the financing bank shall fulfill the commitments hereunder.

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SPD BANK Financing Quota Agreement

5. Affiliated Financing Documents For the purpose of this agreement, affiliated financing documents refer to documents signed by the customer, including but not limited to:

(1) In terms of loan, referring to the working capital loan contract, fixed asset loan contract and any other loan documents that may be signed with the customer;

(2) In terms of notes discounted, referring to the discounted bill business agreement and any other documents that may be signed by the customer;

(3) In terms of guaranteed discount of trade acceptance, referring to the trade acceptance guaranteed discount agreement and any other documents that may be signed by the customer;

(4) In terms of factorage financing, referring to the factorage financing agreement and any other documents that may be signed by the customer;

(5) In terms of outward documentary bill under L/C (including domestic L/C), collection of documentary bill, referring to business agreement of outward documentary bill under L/C and collection of outward documentary bill and any other documents that may be signed by the customer;

(6) In terms of inward documentary bill under L/C (including domestic L/C), referring to the inward documentary bill business agreement and any other documents that may be signed by the customer;

(7) In terms of packing loan, referring to the packing loan business agreement and any other documents that may be signed by the customer;

(8) In terms of opening a L/C, referring to L/C opening business agreement and any other documents that may be signed by the customer;

(9) In terms of opening a L/G/ SLC, referring to L/G/ SLC opening business agreement;

(10) In terms of opening bank acceptance, referring to the bank acceptance opening business agreement and any other documents that may be signed by the customer;

(11) Other financing documents signed by and between the customer and the financing bank.

With regard to the relevant financing quota use application put forward by the customer, in case of meeting the agreements hereof and the requirements of the financing bank, the financing bank will issue the financing amount to the customer in accordance with this agreement and affiliated financing documents and/or issue commitments according to the customer’s requirements. However, the customer shall not revoke or change the financing application/agreement that it has proposed. Otherwise, the customer shall pay the financing bank the cost, expenses and losses caused to the financing bank by its revocation or change of the application/ agreement.

6. Document Submission The customer guarantees to submit the following documents to the financing bank or meet the corresponding conditions before signing this agreement or based on the financing bank’s requirements:

(1) Copies of the company’s latest company’s articles of association, business license;

(2) The resolution of the Board of Directors to authorize the customer to sign this agreement and relevant affiliated financing documents;

(3) The customer’s power of attorney to the authorized representative and the signature sample of the authorized agent;

(4) All affiliated financing documents legally signed by the customer according to the financing bank’s requirements;

(5) Other documents and/or conditions required by the financing bank.

7. Preconditions for Quota Use

The customer shall meet the following preconditions before using the quota:

(1) The customer’s production operation activity is normal; the financial status is good; there has been no serious deterioration in operation status in the past 3 years;

(2) Default events recorded in the financing quota agreement have not occurred to the customer;

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SPD BANK Financing Quota Agreement

(3) If the business hereunder is guaranteed, the corresponding guarantee document has been signed and taken effect, necessary mortgage/ pledge registration formalities have been duly handled, and the guarantee right has been set up before the financing bank conducts the specific business;

(4) The customer puts forward a specific quota use plan; the elements and conditions for specific business application meet the relevant regulations and rules of the financing bank and the requirements of credit approval; meet the handling conditions of the specific financing business;

(5) The customer has provided the conditions of its production, operation, financial activities and statement materials and promises to provide on schedule and accept the supervision and examination of the financing bank within the term of validity of this agreement;

(6) The quota amount to be used does not exceed the remaining balance of the quota;

(7) The customer’s specific business application is proposed within the quota use term, and the designated loan day or the day on which the financing bank is required to open a L/C, L/G/ SLC, bank acceptance bill and other business implementation date are business days of the financing bank;

(8) Other preconditions required by the financing bank (if any, refer to “Other Matters Agreed” in the second part).

8. Occupied Financing QuotaIt refers to the sum of the financing amount issued by the financing bank to the customer in accordance with this agreement and affiliated financing documents and the amount involved in the commitments issued to the external as per the customer’s requirements, but shall deduct the amount that has been paid by the customer or the customer’s guarantor to the financing bank in form of cash pledge (including margin, etc.) unless otherwise agreed upon by both parties.

9. Circulation For the circular financing quota, after the customer has fulfilled the obligations under this agreement and its affiliated financing documents (including repaying the relevant financing amount, making up to 100% margin, the financing bank’s being dissolved the external payment liability), the financing quota occupied by the amount involved in the obligations already fulfilled shall be restored. The customer may continue to apply for using the financing quota to the financing bank within the quota use term in accordance with the regulations hereof. Once the noncircular financing quota is occupied, unless the financing bank agrees, it shall not be restored. Unless otherwise provided herein, the financing bank has the right to review the customer condition and guaranty condition every year. If passing the financing bank’s review, the customer may continue to use the financing quota in the next year; if failing the financing bank’s review, the financing bank has the right to cancel the financing quota at the beginning of the next year. Except that the valid affiliated financing documents are free from influence, the financing quota not used and to be returned in the future shall not be reused.

10. Guarantee If the financing quota hereunder is guaranteed, the additional precondition for the customer’s application for financing in accordance with this agreement is that the guarantee document has been signed and taken effect. If the financing quota table has requirements for the margin proportion of opening a L/C, L/G/ SLC, or bank acceptance bill, the precondition for the customer to apply for opening a L/C, L/G/ SLC, or bank acceptance bill is that the margin at such proportion has been fully paid. If the customer applies for changing the financing quota, causing the financing quota to increase, the customer shall add guarantee or urge the guarantor to confirm change and add guarantee. If the financing quota may continue to be used in the next year through the financing bank’s review, the customer shall ensure the continuous validity of relevant guarantee according to the financing bank’s requirements.

11. Taxes Unless the laws require the customer to deduct relevant taxes when repaying the financing amount, the customer’s repayment hereunder shall be fully paid and shall not be deducted. If the customer must deduct relevant taxes in accordance with the regulations of the laws, the customer shall, within fifteen (15) days after making relevant deduction, issue the duty-paid proof to the financing bank; meanwhile, the customer shall pay the financing bank the additional amount, making that the amount received by the financing bank be equal to the amount that the financing bank shall receiver before any deduction.

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SPD BANK Financing Quota Agreement

12. Representations and WarrantiesThe customer makes the following representations and warranties, and such representations and warranties shall be deemed to be repeatedly made by the customer and valid all the time when the financing bank provides financing for the customer in accordance with the provisions of this agreement and the affiliated financing documents.

(1) The customer is an enterprise (business division) legal person or other economic organization which is established in accordance with its applicable laws, has the legal person qualification, complete financial system and solvency, has the right to conclude and fulfill this agreement in accordance with the laws, has the right to sign this agreement and any documents related to this agreement and has adopted any necessary company behaviors to have this agreement and any documents related hereto legally and effectively executed and may be enforceable;

(2) The customer’s signature of this agreement and fulfillment of its obligations hereunder do not and will not violate any other contracts or documents already signed by it, company articles of association, any applicable laws, regulations or administrative orders, relevant files, judgments or rulings of authorities, and do not conflict with any other obligations or arrangements assumed by the customer;

(3) The customer and any of its shareholders, related companies do not involve in any liquidation, bankruptcy, rectification, being merged, merger, division, restructuring, dissolution, closedown, suspension of business or similar legal procedures and has no circumstances that may cause to involve in such legal procedures;

(4) The customer has not been involved in any economic, civil, criminal or administrative litigation procedures or similar arbitration procedures that may have a significant adverse influence on it and has no circumstances that may cause it to be involved in such litigation procedures or similar arbitration procedures;

(5) The customer’s legal representative, Director, Supervisor or other senior management and any important assets of the customer do not involve in any enforcement, seizure, detection, freezing, retention, supervisions measures and have no circumstances that may cause to involve in such measures;

(6) The customer guarantees that all financial statements (if any) that it issues met the regulations of its applicable laws and the statements are true, complete and fairly reflect its financial status; all of its own materials, documents and those of the guarantor and information provided by the customer to the financing bank are true, valid, accurate, complete and subject to no concealment or omission during the process where this agreement is signed and performed;

(7) The customer strictly abides by the laws and regulations that it applies in business activities, conducts businesses in strict accordance with the business scope specified in the customer’s business license or verified according to law and handle registration annual inspection procedure as scheduled;

(8) The customer has disclosed the facts and status that it has been or shall be aware of (including but not limited to business status, financial status, external guarantee condition, etc.), important to the financing bank’s decision on whether to give the credit hereunder;

(9) The customer’s internal management documents related to environmental and social risks conform to the requirements of laws and regulations and have been feasibly executed;

(10) The customer ensures that no other conditions or facts that cause or may cause a major adverse influence on the customer’s fulfillment capacity exist.

13. Promised Matters The customer makes the following commitments and such commitments shall be deemed to be repeatedly made valid all the time when the financing bank provides the financing amount to the customer every time in accordance with the stipulations of this agreement and affiliated financing documents.

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SPD BANK Financing Quota Agreement

(1) The customer shall strictly abide by and fulfill the obligations of this agreement and its affiliated financing agreement;

(2) Unless otherwise provided in this agreement or affiliated financing documents, the customer shall repay the financing amount or advance payment or make up 100% of the margin as required by the financing bank on schedule in accordance with the regulations of this agreement and affiliated financing documents; the customer shall handle, obtain and abide by all verification, authorization, registration and permit required in laws and regulations that it applies and maintain their validity so that it can legally sign and fulfill the obligations hereunder and under any documents concerning this agreement; if the financing bank requires, the customer shall immediately issue relevant certificates;

(3) Within five (5) financing bank’s business days from the day of being aware of its involvement in any economic, civil, criminal or administrative litigation procedure or similar arbitration procedures that may have a major adverse impact on it, or within five (5) financing bank’s business days from the day of being aware of any of its important assets’ involvement in any enforced execution, seizure, detention, freezing, retention or supervisory measures, the financing bank shall be notified in written form and the influence constituted and remedy measures already adopted or to be adopted shall be explained in detail;

(4) Without the financing bank’s written consent, the customer shall not provide a third party with guarantee enough to generate a major adverse impact on its financial status or its fulfillment of the obligations hereunder;

(5) Without the financing bank’s written consent, the customer shall not liquidate other long-term debts in advance and such liquidation may have a significant bad influence on the customer’s capacity to fulfill the obligations hereunder;

(6) From the day of signing this agreement, before the debts under this agreement and its affiliated financing documents have been liquidated, without the financing bank’s written consent, the customer shall not:

 Liquidate, rectify, go bankrupt, be merged, separate, restructure, dissolve, close, stop business or go through similar legal procedures;

Except for daily operation need, sell, let, give as gift, transfer or dispose of any of its important assets by any other forms;

ƒ Any change occurs to the equity structure;

Sign contracts/ agreements that have a significant adverse influence on the customer’s fulfillment of the obligations hereunder or assume relevant obligations that have such influence.

(7) When specific circumstances or specific changes occur to the guarantee hereunder, the customer shall promptly provide other guarantees recognized by the financing bank as required by the financing bank. Such specific circumstances or specific changes including but not limited to guarantor’s stoppage of production, suspension of business, dissolution, suspension of business for rectification, being revoked or withdrawn the business license, application for or being applied for rectification, bankruptcy, major changes in business or financial status, major litigation or arbitration cases, legal representative /person in charge litigation, arbitration or other mandatory measures, reduction or possible reduction of the value of the guaranty or the guaranty’s being adopted seizure and other property security measures, violations under the guarantee contract, requirement for dissolving the guarantee contract and so on;

(8) As required by the financing bank, the customer shall also handle notarization with enforceability force with the notary organ recognized by the financing bank; the customer voluntarily accepts such enforcement;

(9) The customer shall notify the financing bank of any event that may affect its fulfillment of this agreement and obligations under any documents related to this agreement;

(10) Specially agreed matters concerning the group customers (the group customers apply).

If the customer herein is a group customer, the customer hereby promises:

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SPD BANK Financing Quota Agreement

 The customer shall promptly report the conditions of the related transaction with the net asset of more than 10% to the actual trustee, including: a. the related relationship of the transaction parties; b. transaction project and transaction nature; c. transaction amount or corresponding proportion; d. pricing policy (including transactions without amount but symbolic amount).

Where the following circumstances occur to the actual trustee, the customer shall be deemed to have breached this agreement, and the financing bank has the right to unilaterally decide to cancel the credit that has not been used by the customer, and take back a part or all of used credit or require the customer to add to 100% margin: a. providing false materials or concealing important business and financing facts; b. arbitrarily changing the original credit purpose without the consent of the financing bank, embezzling the credit or using the bank credit to engage in illegal and improper transactions; c. using the false contract with the related party to discount or pledge the documents receivable, accounts receivable and other creditor’s rights without actual trading background in the bank in order to hedge bank funds or credit; d. refusing to accept the financing bank’s supervision and examination on the use of its credit fund and relevant business and financial activities; e. having major merger, acquisition and restructuring and other conditions, which the financing bank regards they may affect the credit safety; f. deliberately evading bank loans through related transactions.

(11) Specially warranted, promised and agreed matters concerning green credit and loan (applicable to the customers whose construction, production, business activities of nuclear power station, large-scale hydropower station, water conservancy project, resource excavation project may seriously change the original status of environment and whose bad environmental and social consequences generated are hard to be eliminated, and the customers whose construction, production, business activities of petroleum processing, coking and nuclear fuel processing, chemical raw materials and chemical manufacturing will generate bad environmental and social consequences but easy to be eliminated through slow release measures):

The customer states and warrants management environment and social risks, including: a. internal management documents related to environmental and social risks meet the requirements of laws and regulations and shall be practically executed; b. there is no litigation case involving in environmental and social risks;

 The customer promises to accept the financing bank’s supervision and strengthen environmental and social risk management, including: a. promising that all behaviors and performances related to environmental and social risks are compliant; b. promising to establish and improve the internal management system on environmental and social risks, and having specified the responsibility, obligation and punishment measures of the customer’s relevant responsible personnel; c. promising to establish and improve the emergency mechanism and measures to environmental and social accidents; d. promising to set up a special department and/or designate special personnel to be responsible for environmental and social risks; e. promising to cooperate with the financing bank or the third party it recognizes to evaluate and examine customer’s environmental and social risks; f. promising to properly respond or adopt other necessary actions to strong doubts of the public or other interested parties about the customer’s control performance of environmental and social risks; g. promising to urge the customer’s vital related party to enhance management and prevent the related party’s environmental and social risks from infecting the customer; h. promising to fulfill other matters that the financing bank deems related to the control of environmental and social risks;

ƒThe customer promises that it shall promptly and fully report to the financing bank when the following conditions occur: a. all kinds of licenses, approval and verification conditions related to environmental and social risks during the commencement, construction, operation and stoppage processes; b. evaluation and examination on the customer’s environmental and social risks conducted by the environmental and social risk regulatory institution or the institution it recognizes; c. supporting construction and operation of environmental facilities; d. pollutant discharge and compliance conditions; e. employees’ safety and health conditions; f. adjacent communities’ significant complaint and protest about and against the customer; g. significant environmental and social claims; h. other significant conditions related to environmental and social risks in the financing bank’s opinion;

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SPD BANK Financing Quota Agreement

Where the following circumstances occur to the customer and the actual creditor, the customer shall be deemed to have default events hereunder: a. the customer’s representations, warranties and commitments on environmental and social risks have not been carefully fulfilled; b. the customer suffers punishment from the relevant government department due to poor management of environmental and social risks; c. the customer suffers the public’s and/or the media’s strong doubt due to poor management of environmental and social management; d. other default events on environmental and social risks agreed upon by this institution and the customer, including cross default events;

In the event that the customer has the aforesaid default events, the financing bank has the right to unilaterally decide: a. to revoke the credit commitments already made; b. to suspend the allocation of loan until the customer has adopted remedy measures satisfying this institution; c. to take back the allocated loan in advance; d. to exercise the relevant mortgage and pledge right and other punishment measures when the loan cannot be repaid; e. other punishment measures agreed upon by the financing bank and the customer;

(12) The customer /guarantor agrees and irrevocably authorizes: the financing bank, at the premise of not violating theCredit Industry Management Regulationsand prohibitive regulations of relevant laws and regulations, in accordance with the collection requirements of financing credit information basic database set up by the state, has the right to provide the information of all contracts/ agreements/ commitments signed by the customer/guarantor and the financing bank, including the relevant condition of the fulfillment information of all aforesaid contracts/agreements/commitments, and the enterprise basic information and other information provided by the customer/ guarantor for the financial credit information basic database set up by the state for query and use of the unit with query qualification; meantime, the financing bank also has the right to query and use the credit information of the customer/ guarantor that has been already input in the financing credit basic database set up the state. Such authorized matter covers all links of necessary business management conducted by the financing bank for the business hereunder before and after the signature of this agreement. The term of validity shall be invalid along with the actual termination of this agreement;

(13) The customer hereby confirms that it has fully understood and been aware of the financing bank’s opposing position to its employees’ use their position to seek for any forms of interests and promises to avoid such circumstances in principle of integrity and fairness, not to provide any forms of discounts, gift money, priced securities, precious articles, various rewards, private fee compensation, personal tourism, high consumption entertainment and other illegal interests for the financing bank’s employees.

14. Expenses and Expenditures The customer shall assume relevant expenses, taxes and dues in accordance with the laws and regulations and the agreements hereof.

15. Penalty InterestOverdue penalty interest and embezzled penalty interest of the financing amount hereunder and their calculation and collection rules shall be agreed upon by both parties in the financing quota table or the affiliated financing documents after negotiation.

16. Exchange Rate Conversion Upon calculation of any quota occupancy, if the financing currency is inconsistent with the financing quota currency, the financing bank has the right to convert at the relevant exchange rate determined at free will. If the total financing quota already occupied hereunder is caused by changes in exchange rate to exceed the aforesaid maximum financing quota at any time, the financing bank has the right to require the customer to immediately repay the excess amount. If the customer’s repayment (including authorized repayment) currency is inconsistent with the financing currency, the financing bank has the right to repay by purchased foreign exchange at the relevant exchange rate determined at free will. And the exchange rate risk shall be assumed by the customer by itself.

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SPD BANK Financing Quota Agreement

17. Authorized Repayment and Offsetting The customer hereby authorizes the financing bank to have the right to represent the customer to directly use the funds in any account opened by the customer in Shanghai Pudong Development Bank Co., Ltd. (no matter what the currency is) to repay any due debts of the customer to the financing bank that have not been repaid no matter whether such debts belong to the debts under this agreement or the affiliated financing documents hereof. This authorization is irrevocable. In case of involving in exchange rate conversion, the financing bank shall convert at the exchange rate determined by the financing bank at free will. And the exchange rate risk shall be assumed by the customer.

18. Debt Certificate The financing bank will keep a set of accounts and vouchers related to the business activities involved in this agreement and all affiliated financing documents in its accounts in accordance with its consistent business operation rules. Except for obvious errors, the customer acknowledges that the records in such relevant accounts and vouchers or other valid evidentiary materials are valid basis of customer debts.

19. Transfer The customer shall not transfer any rights or obligations hereunder. The financing bank may transfer its rights or obligations hereunder to any third party and may disclose any information related to this agreement, including any information provided by the customer or the customer’s guarantor to the financing bank for the purpose of this agreement.

20. Information Disclosure The customer agrees: in addition to the disclosure allowed in Article 19, for any information related to this agreement, the financing bank may also disclose to its headquarters, brand institutions, related institutions and the personnel hired by these institutions. At the same time, disclosure made by the financing bank based on the requirements in any laws and regulations and the requirements of the supervision department, government institution or judiciary institution is also allowed.

21. Breach of ContractWhere the customer violates any representation, warranty hereof or such representation or warranty is certified to be incorrect, untrue, or missed or misleading or have been violated, and/or the customer violates or does not fulfill any promised matter herein and/or the customer violates any regulation of this agreement or any affiliated financing document hereunder, and or the customer has any circumstance that may affect the safety of the financing bank’s loan, and/ or the guarantor violates the regulation of any guarantee document, all constitute the customer’s default events of this agreement and affiliated financing documents. In addition to requiring the customer to compensate all losses including the attorney’s fee, the financing bank may also have the right (but no obligation) to adopt the following measures separately or at the same time:

(1) Adjust or cancel the financing quota hereunder;

(2) Announce all or a part of the debts under any affiliated financing document hereof to expire in advance, and /or terminate this agreement and all or a part of the affiliated financing documents, and require the customer to immediately return all or a part of the financing principal or interest. For the bills already accepted or L/C, L/G/ SLC opened by the financing bank within the quota use term, the financing bank may require the customer to add margin amount, or transfer the customer’s deposit or the deposit in the settlement account to its margin account for external payment or the margin of the advance payment that may occur to the customer in the future; if the financing bank already had advance payment, the financing bank has the right to require the customer to immediately repay the advance payment;

(3) Interest shall be calculated according to the penalty interest rate agreed herein or the penalty interest rate agreed in the affiliated financing document; and compound interest shall be calculated and collected to the payable and unpaid interest;

(4) Deduct the customer’s deposit in any account in the financing bank in accordance with the regulation in Article 17 hereof.

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SPD BANK Financing Quota Agreement

22. Applicable Law and Judiciary Jurisdiction This agreement is applicable to and governed by the laws of the People’s Republic of China (for the purpose of this agreement, excluding the laws of Hong Kong, Macau Special Administrative Zones and Taiwan Region). Any dispute related to this agreement may be settled through friendly negotiation; if negotiation fails, a lawsuit shall be filed with the People’s Court in the locality of the financing bank. During the dispute period, the parties shall still continue fulfilling the terms not involving the dispute.

23. Litigation Delivery Place The customer confirms that in case of a jurisdiction occurring hereunder, court summons, notices and other judiciary instruments sent to it during the litigation process shall be deemed to have been delivered as long as they are sent to the address listed in the front of this agreement. Any change of the aforesaid address shall not be effective to the financing bank unless they are notified to the financing bank in advance.

24. Notice Notices sent by one party concerned herein to the other party shall be sent to the address listed in the front of this agreement until the other party changes the address in a written notice. As long as sent according to the aforesaid address, they are deemed to have delivered on the following date: in case of letters, the seventh (7th) financing bank’s business day after registered and sent; in case of delivery through a special trip, the day of signature by the recipient; in case of fax or email, the day of sending the fax or email. However, all notices, requirements or other correspondences sent or delivered to the financing bank shall be deemed to have been delivered upon the actual receipt of the financing bank. The originals (affixed the common seal) of all notices and requirements sent to the financing bank by fax or email shall be confirmed in form of face-to-face delivery or mailing afterwards.

25. Severability of Terms Invalidity, unlawfulness or unenforceability of any term of this agreement or any affiliated financing documents shall not have an influence on the validity, legitimacy and enforceability of the other terms of this agreement or any affiliated financing documents.

26. Grace Within the term of validity of this agreement, the financing bank’s grace or delay in taking action against any breach of contract or other behaviors of the customer shall not damage, affect or limit all rights or interests that shall be enjoyed by the financing bank as the creditor in accordance with the laws or this agreement, nor shall it be regarded as the financing bank’s recognition of the customer’s violations of this agreement and nor shall it be deemed as the financing bank’s waiver of the right to take action against defaults.

27. Relationship between Prior Credit and this Agreement Unless otherwise agreed upon by both parties, if the customer and the financing bank have signed a credit agreement originally, from the day on which this agreement enters into force, where there is a balance not liquidated in the specific business under this credit agreement, it shall be included in this agreement automatically and directly occupy the credit quota hereunder. The customer promises that it shall obtain the confirmation of the guarantor under the original credit agreement to continue to assume the guarantee liability for the debt hereunder according to the requirements of the financing bank.

28. Entry into Force This agreement shall enter into force after the customer’s legal representative or authorized agent signs (or seals) and affixes the common seal, and the financing bank’s legal representative /person in charge or authorized agent signs (or seals) or affixes the common seal (or the special seal for contract). Unless the financing bank cancels the entire financing quota and the customer shall no longer have any financing or debt balance to the financing bank under this agreement and all affiliated financing documents, this agreement shall be valid all the time.

(the End of Part I)

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SPD BANK Financing Quota Agreement

Part II Commercial Terms and Conditions (Financing Quota Table)

Customer name: HUIZHOU HIGHPOWER TECHNOLOGY CO., LTD.
Description on Financing Quota
Financing quota amount (currency) RMB twenty million Yuan

Quota user term

(mm/dd/yyyy)

From April 11, 2019 to April 10, 2020
Quota circulation method ¨Recyclable¨Unrecyclable¨Other _________
Quota nature ¨Revocable commitment¨Irrevocable commitment
The guarantors providing guarantee for the debts hereunder and guarantee contracts include but are not limited to:
Guarantor Pan Dangyu, Boke Energy System (Shenzhen) Co., Ltd. Guarantee method ¨Mortgage;¨Pledge;þwarrant
Guarantor Shenzhen City Haopeng Technology Co., Ltd. Guarantee method ¨Mortgage;¨Pledge;þWarrant
Guarantor Shupeng Technology (Shenzhen) Co., Ltd. Guarantee method ¨Mortgage;¨Pledge;þWarrant
Proportion of margin for different business categories ¨Guaranteed discount ___%;¨open a L/C ___%;¨open a silver ticket ___%;¨open a L/G/ SLC ___%;¨other _________________

Specific Applicable Financing Categories and Quota Conditions (please tick applicable financing categories and cross X for unselected ones)

Applicable
financing
category
Quota
(amount,
currency)
Interest rate/
rate
The longest
term of a
single
business
Remark
¨ Loan
¨Working capital loan
¨Fixed asset loan
þ Trading financing
þOpen a bank acceptance bill
¨Commercial ticket discount (including agreed interest payment method)
¨Silver ticket discount
¨Commercial ticket guaranteed discount (the customer is the acceptor)
¨Factorage financing
¨Open a L/C (including buyer’s usance)
¨Inward documentary bill (under L/C/inward collection in advance)
¨Outward documentary bill under L/C
¨Outward documentary bill under collection in advance
¨Packing loan
¨Open a L/G /SLC
¨Outward remittance advance
¨Import guaranteed payment
¨Domestic L/C buyer financing
¨ ¨Other

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SPD BANK Financing Quota Agreement

Other agreed matters:

None.

Special notes:

(1) The sum of the financing quota actually occupied by the applicable financing categories shall not exceed the maximum financing quota at any time. For the financing quota of some applicable financing category, if the customer hopes to separately apply and not to mix it with other applicable financing categories, it shall separately indicate the quota of such applicable financing category.

(2) If the mortgagor or the pledgor is the customer, the guarantor shall be filled in “in person” or the customer’s personal name.

(3) RMB interest rate is annual interest rate. The floating period shall be indicated for the floating interest rate; a single amount or ratio may be filled in the rate.

This agreement is made in ___ copies, wherein the customer holds __, the financing bank holds ___, and ___ holds ___, bearing the same legal force.

(There is no text below this page)

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SPD BANK Financing Quota Agreement

(This page is signature page without text)

This agreement has been signed by both parties on _________________. The customer confirms that when signing this agreement, both parties have explained and discussed all terms and conditions in detail, both parties have had no doubt about all terms and conditions hereof and have had accurate and correct understanding of the legal meanings of the terms and conditions on restriction or exemption of the relevant rights, obligations and responsibilities of the parties concerned herein.

Customer (common seal) Financing bank (common seal or special seal for contract)
Legal representative or authorized agent (signature or seal) Legal representative /person in charge or authorized agent (signature or seal)

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SPD BANK Financing Quota Agreement

Annex I:

Quota Change Agreement (Format)

No.: _____________

Customer name Financing bank Shanghai Pudong Development Bank Co., Ltd. ___
In accordance with the Financing Quota Agreement numbered ___________ signed by the customer and the financing bank, both parties reach a consensus on changing the matters concerning the financing quota conferred by the financing bank to the customer. Both parties confirm that this change agreement is an integral part of theFinancing Quota Agreement. Except the regulations in this change agreement, all other terms and conditions of theFinancing Quota Agreementshall not be changed and continue to be valid.
Main change matters ¨Financing quota amount¨Quota use term¨Financing category¨Guarantee method¨Other ____________________
The customer and the financing bank confirm that the financing quota table changed is as follows:
Financing quota amount (currency)

Quota user term

(mm/dd/yyyy)

Quota circulation method ¨Recyclable¨ Unrecyclable¨Other _________
Quota nature ¨Revocable commitment¨Irrevocable commitment
The guarantors providing guarantee for the debts hereunder and guarantee contracts include but are not limited to:
Guarantor Guarantee method ¨Mortgage;¨Pledge;¨Warrant
Guarantor Guarantee method ¨Mortgage;¨Pledge;¨Warrant
Guarantor Guarantee method ¨Mortgage;¨Pledge;¨Warrant
Proportion of margin for different business categories ¨ Guaranteed discount ___%;¨ open a L/C ___%;¨open a silver ticket ___%;¨open a L/G/ SLC ___%;¨other _________________

Specific Applicable Financing Categories and Quota Conditions (please tick applicable financing categories and cross X for unselected ones)

Applicable
financing
category
Quota
(amount,
currency)
Interest rate/
rate
The longest
term of a
single
business
Remark
¨ Loan
Working capital loan
¨Fixed asset loan
¨ Trading financing

¨Open a bank acceptance bill
¨Commercial ticket discount (including agreed interest payment method)
¨Silver ticket discount
¨Commercial ticket guaranteed discount (the customer is the acceptor)
¨Factorage financing
¨Open a L/C (including buyer’s usance)
¨Inward documentary bill (under L/C/inward collection in advance)
¨Outward documentary bill under L/C
¨Outward documentary bill under collection in advance
¨Packing loan
¨Open a L/G /SLC
¨Outward remittance advance
¨Import guaranteed payment
¨Domestic L/C buyer financing
¨ ¨Other

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SPD BANK Financing Quota Agreement

Other agreed matters:

This agreement is made in ___ copies, wherein the customer holds __, the financing bank holds ___, and each guarantor (if any) holds ___, bearing the same legal force.

Customer signature column Guarantor’s signature column

Customer (common seal):

Legal representative or authorized agent (signature or seal):

mm/dd/yyyy

I, the guarantor hereby confirms: to have been aware of the aforesaid change matters. I, the guarantor, shall assume guarantee liability for the principal creditor’s right after changed. Hereby confirm!

Guarantor (common seal):

Legal representative or authorized agent (signature or seal):

mm/dd/yyyy

Signature column of the financing bank

Financing bank (common seal or special seal for contract):

Legal representative/ person in charge or authorized agent (signature or seal):

Date: mm/dd/yyyy

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Webplus: HPJ/20190813/10-Q_1/21_EX-10.9(A)/000.htm SEC Original: tv527142_ex10-9a.htm
No.: SPD BANK Contract version number: SPDB201203 SPD BANK Creditor: Icon Energy System (Shenzhen) Co., Ltd. Whereas: “Due”, “expiry” referred to herein include the circumstance of advance expiry of the principal creditor’s right as announced by the creditor. If the principal creditor’s right announced to be due in advance is all or a part of the creditor’s rights within the



EX-10.9(A) 21 tv527142_ex10-9a.htm EXHIBIT 10.9(A)

Exhibit 10.9(a)

No.:

SPD BANK

Maximum Warranty Contract

Contract version number: SPDB201203

SPD BANK Maximum Warranty Contract

Maximum Warranty Contract

Creditor: Shanghai Pudong Development Bank Co., Ltd. Huizhou Branch

Warrantor: Icon Energy System (Shenzhen) Co., Ltd.

Whereas:

In order to ensure that the debtor can comprehensively and promptly fulfill the obligations under the master contract and guarantee the realization of the creditor’s rights, the aforesaid warrantor (hereinafter collectively referred to as the “warrantor”) voluntarily assumes the guarantee liability according to this contract and conclude agreements as follows.

Article 1 Warranty Liability

1.1 Warranty Method

The warranty method hereunder is joint and several liability warranty.

The warrantor confirms that when the debtor fails to fulfill its debts according to the agreements hereof, no matter whether the creditor owns other guarantee rights (including but not limited to warranty, mortgage, pledge and other guarantee methods) to the creditor’s rights under the master contract, the creditor shall have the right to first require any warrantor hereunder to assume warranty liability within the warranty scope agreed herein without first requiring other guarantors to fulfill guarantee liability.

1.2 Warranty Scope

In addition to the principal creditor’s right mentioned herein, the warranty scope hereunder also covers interests (interests referred to herein include interests, penalty interests and compound interests), liquidated damages, damage compensation, handling fee and other fees generated from signature and fulfillment of this contract and fees generated by the creditor from realizing the guarantee rights and creditor’s rights (including but not limited to litigation fee, attorney’s fee, travel fee, etc.), and deposit needing to be made up by the debtor as required by the creditor based on the master contract.

1.3 Warranty Period

The warranty period is calculated separately at each creditor’s right by the creditor to the debtor, two years from the day of expiry of the fulfillment term of each creditor’s right contract debt to the day of expiry of the debt fulfillment term agreed in the creditor’s right contract.

The warrantor assumes warranty liability for the repayment obligation fulfilled by installment under a single contract within the occurrence period of the creditor’s right. The warranty period is two years from the day of expiry of the fulfillment term of each period of debt to the day of expiry of the last repayment term under the single contract.

“Due”, “expiry” referred to herein include the circumstance of advance expiry of the principal creditor’s right as announced by the creditor.

If the principal creditor’s right announced to be due in advance is all or a part of the creditor’s rights within the period of determining the creditor’s rights, the advance due day announced shall be the due day of all or a part of the creditor’s rights, and the determination period of the creditor’s rights shall be due at the same time. The creditor announces any claims put forward by the creditor to authorities in an indictment or application or other documents.

Where the creditor and the debtor reach an extension agreement on the fulfillment term of the principal debt, the warranty period shall be two years after the day of expiry of the debt fulfillment term re-agreed in the extension agreement.

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SPD BANK Maximum Warranty Contract

1.4 Mater Contract Change

The warrantor hereby confirms that in the event that any grace given by the creditor to the debtor or modification or change of any terms and conditions of the master contract conducted by the creditor and the debtor and other circumstances have not aggregated the warrantor’s liability, without the consent of the warrantor, the creditor’s rights and interests hereunder will not be affected by such change. The warrantor’s guarantee liability shall be exempted hence.

Despite of the aforesaid regulations, if the creditor provides the debtor with the business of opening L/C, L/G or SLC, any modification conducted by the creditor or the debtor to the master contract (including the opened L/C, L/G or SLC) does not need the warrantor’s consent or separate notice to the warrantor. Such modification is deemed to have obtained the prior consent of the warrantor. The warrantor’s guarantee liability shall not be exempted hence.

Article 2 Representations and Warranties

2.1 Warrantor’s Representations and Warranties

The warrantor makes the following representations and warranties to the creditor:

(1) It is a civil entity with full capacity for civil rights and civil conducts, has the right to sign this contract and has obtained all authorization and approval required for signing this contract and fulfilling its obligations hereunder.

(2) The signature and fulfillment of this contract does not violate the laws, articles of association, authorities’ relevant documents, judgments and rulings that shall be complied with, nor does it violate any contracts, agreements already signed or any other obligations assumed by the warrantor.

(3) All materials and information it provides meet the relevant legal regulations that shall be applicable and are true, valid, accurate and complete without any concealment.

(4) The financial materials it provides shall be true and complete and fairly reflect the warrantor’s financial status. Since the latest audited financial statement was issued, no major adverse changes have occurred to the warrantor’s business status and financial status.

(5) It will complete record, registration or other formalities needed for completing this contract.

(6) No conditions or events that have or may have a significant bad impact on the warrantor’s capacity to fulfill the contract exist.

Article 3 Agreed Matters

3.1 Warrantor’s Commitments

(1) The warrantor promises not to take the following actions before obtaining the written consent of the creditor:

a. Transfer (including sell, give as a gift, offset debts, exchange, etc.), mortgage, pledge or dispose of all or a majority of its major assets by other forms;

b. Major changes occur to the operation mechanism or property right organization forms, including but not limited to restructuring, equity transfer, merger (or acquisition), division and capital reduction, etc.;

c. Conduct or apply for conducting bankruptcy, rectification, dissolution, suspension of business, or being revoked by its superior competent department or abnormal stoppage of business;

d. Sign contracts/agreements that have a significant bad impact on the warrantor’s ability to fulfill the obligations hereunder or assume relevant obligations that have such impact.

(2) The warrantor promises that it shall immediately notify the creditor within five (5) bank business days after the occurrence of the following events:

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SPD BANK Maximum Warranty Contract

a. Relevant events that have occurred cause the representations and warranties made by the warrantor herein to become untrue, inaccurate or incomplete or violate legal regulations or become invalid;

b. The warrantor or its controlling shareholder, actual controller or its related person, legal representative involves in litigation, arbitration or its assets are detained, closed down, frozen, enforced or adopted other measures with the same force;

c. The warrantor’s legal representative or its authorized agent, person in charge, main financial director, correspondence address, enterprise name, office venue and other matters are changed, or the warrantor changes its domicile, habitual residence, changes the working unit, leaves the residing city for a long term, changes its name or has adverse changes in the income level;

d. Being applied by other creditors for rectification, bankruptcy or revoked by the superior competent unit.

(3) The warrantor promises to cooperate to provide corresponding financing materials based on the creditor’s requirements in the signature and fulfillment course of this contract.

(4) The warrantor promises that when the debtor fails to make up for the margin (including making up in advance) according to the creditor’s requirements under the master contract, the warrantor shall assume joint and several liability of making up for the margin (such margin will be similarly regarded as pledge guarantee for the principal creditor’s rights without separate signature of margin pledge agreement). The warrantor’s compensation for the margin does not exempt it from its warranty liability that shall be assumed according to this contract. Any losses (including interest losses) incurred from the warrantor’s fulfillment of the liability to make up for the margin according to this contract shall be voluntarily assumed by the warrantor.

(5) The warrantor confirms that the warrantor shall not exercise the right of recourse and relevant rights (including but not limited offsetting by any debts that it owes the debtor) enjoyed due to assumption of guarantee liability hereunder before all creditor’s rights under the master contract have been liquidated.

(6) In the event that the debtor repays all or a part of the debts in advance or the debtor liquidates several creditor’s rights, the warrantor shall continue to assume warranty liability for the creditor’s rights to the debtor which are formed after such advance repayment or several liquidation.

3.2 Deduction Agreements

(1) When the warrantor has due payable debts or margin that shall be made up for, the creditor has the right to directly deduct the funds in any account opened by the warrantor in Shanghai Pudong Development Bank Co., Ltd. for liquidating the due payable debts or making up for the margin.

(2) The creditor has the right to choose to use the proceeds to liquidate the principal, interests or other fees. At the same time, in the event that many creditor’s rights are due and unpaid, the creditor shall decide the order of liquidating the creditor’s rights.

3.3 Exchange rate conversion

When exchange rate conversion is involved hereunder, conversion shall be conducted at the foreign exchange price determined by the creditor. The relevant exchange rate risks and losses shall be assumed by the warrantor.

3.4 Creditor’s Right Certificate

The valid voucher of the creditor’s right guaranteed by the warrantor shall be subject to the accounting voucher or other valid evidentiary materials issued or recorded by the creditor according to its own business regulations.

3.5 Notice and Delivery

(1) Notices sent by one party concerned herein to the other shall be sent to the address listed in the signature page hereof until the other party notifies to change such address in written form. As long as sent to the aforesaid address, they shall be deemed to be delivered on the following dates: if letters, the seventh (7th) bank business day after registered and sent to the address listed in the signature page hereof; if delivery by a special trip, the day of receipt by the recipient.

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SPD BANK Maximum Warranty Contract

(2) The warrantor agrees that court summons and notices sent with regard to its proposal of any litigation are deemed to be delivered as long as sent to the address listed in the signature page hereof. Change of the aforesaid address does not take effect to the creditor without prior written notice to the creditor.

Article 4 Default Events and Treatment

4.1 Default Events

In case of one of the following cases, it shall constitute the warrantor’s default to the creditor:

(1) Any representations or warranties made by the warrantor herein are untrue, inaccurate, misleading, invalid or have been violated.

(2) The warrantor violates any matters agreed in Article 3 hereof or other obligations agreed herein.

(3) The warrantor stops business, stops production, suspends business, rectifies, adjusts, comes to deadlock, is liquidated, is taken over or trusted, dissolves, its business license is revoked or it is cancelled or goes bankrupt.

(4) Where the warrantor’s financial status deteriorates, serious difficulties occur to business, or events or conditions that have a bad influence on its normal business, financial status or solvency.

(5) The warrantor or its controlling shareholder, actual controller or its related person, legal representative involves in major litigation, arbitration or its major assets are detained, closed down, frozen, enforced or adopted other measures with the same force, causing a bad influence on the warrantor’s solvency.

(6) If the warrantor is a natural person, dead or announced to be dead, or transferring assets or trying to transfer assets under the guise of marriage.

(7) Other circumstances that may cause or have caused a significant influence on the warrantor’s ability hereunder to fulfill the contract according to the creditor’s reasonable judgment.

4.2 Default Treatment

In the event that any aforesaid default events or legal provisions occur, the creditor may exercise guarantee rights hereunder. The creditor has the right to announce that the principal creditor’s rights and /or the creditor’s right determination period is due in advance, and/or require the warrantor to assume warranty liability according to law or make up for the deposit based on the agreements hereof.

Article 5 Other Terms and Conditions

5.1 Applicable Law

This contract is applicable to and interpreted according to the laws of the People’s Republic of China (for the purpose hereof, excluding the laws of Hong Kong and Macau Special Administrative Zones and Taiwan Region herein).

5.2 Dispute Settlement

All disputes related to this contract may be settled through friendly negotiation; if negotiation fails, file a lawsuit with the people’s court in the creditor’s domicile. During the dispute period, the parties shall still continue to fulfill the terms and conditions not involving in the dispute.

5.3 Entry into Force, Change and Dissolution

(1) This contract shall enter into force after the warrantor’s legal representative or authorized agent signs (or seals) or affixes the common seal, and the creditor’s legal representative /person in charge or authorized agent signs (or seals) and affixes the common seal (or special seal for contract) and terminate until all creditor’s rights guaranteed hereunder have been liquidated (if the warrantor is a natural person, only signature is needed; if the warrantor is an overseas company, the authorized signatory’s signature is needed only).

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SPD BANK Maximum Warranty Contract

(2) The validity of this contract is independent from that of the master contract and shall not be invalid or revoked along with the invalidity or revocation of the master contract. Invalidity, revocation or unenforceability of any terms and conditions hereof shall not affect the validity and enforceability of other contract terms and conditions.

(3) After this contract takes effect, either party concerned herein shall not arbitrarily change or dissolve this contract in advance. If this contract needs to be changed or dissolved, both parties concerned herein shall reach a consensus and conclude a written agreement.

5.4 Miscellaneous

(1) For the purpose of this contract, when “laws” are mentioned herein, they shall refer to laws, regulations, rules, local regulations, judiciary interpretation and any other applicable stipulations.

(2) For the purpose of this contract, “contract”, “master contract” and other documents mentioned herein shall include subsequent modifications, changes or supplements to such documents; the entities mentioned herein include but are not limited to the warrantor, creditor, debtor and so on, including such entities and their subsequent legal inheritors or successors.

(3) For the purpose of this contract, “financing” mentioned herein refers to accommodation of funds or credit support provided by the bank to the debtor through various bank businesses including but not limited to loan, opening of bank acceptance bill, L/G, L/C, SLC, etc.

(4) Annexes hereto are integral parts of this contract and bear the same legal force as the text of this contract.

(5) If matters not covered herein need to be supplemented, both parties may agree upon and record in Article 6 of this contract and a written agreement may be separately reached as an annex to this contract.

(6) Unless otherwise specially noted herein, the relevant wording and representations herein have the same meanings of the master contract.

Article 6 Element Clauses

6.1 The Master Contract Guaranteed by this Contract:

A series of contracts signed by the debtor and the creditor for handling various financing businesses in accordance with Article 6.3 hereof, and the (contract name and number)Financing Quota Agreementnumbered: BE2019041100000704 signed by and between the debtor and the creditor

6.2 Debtor under the Master Contract:

Huizhou Highpower Technology Co., Ltd..

6.3 Guaranteed Principal Creditor’s Rights:

The guaranteed principal creditor’s rights hereunder are the creditor’s rights incurred by the creditor from the handling of various financing businesses with the debtor from May 13, 2019 to May 13, 2020 (the aforesaid period is the determination period of the maximum guarantee creditor’s right, namely, “creditor’s right determination period”), and prior creditor’s rights (if any) agreed upon by both parties. The balance of the aforesaid principal creditor’s rights shall not exceed the amount equivalent toRMB (currency)twenty millionYuan only within the creditor’s right determination period.

6.4 Text

The text of this contract is made induplicate with the creditor holdingone and the warrantor holdingone, bearing the same legal force.

6.5 Other Matters Agreed upon by both Parties (if any)

None

(There is no text below this page)

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SPD BANK Maximum Warranty Contract

(This page is signature page without text)

This contract is signed by the following parties. The warrantor confirms that when signing this contract, the parties have explained and discussed all terms and conditions in detail, the parties have had no doubt about all terms and conditions hereof and have had accurate and correct understanding of the legal meanings of the terms and conditions hereof on restriction or exemption of the relevant rights, obligations and responsibilities of the parties concerned herein.

Creditor (common seal or special seal for contract):

Legal representative/ person in charge or authorized agent (signature or seal):

Date of signature: mm/dd/yyyy

Main business address:

Floors 1 and 2, Dewei Plaza, No. 4, Jiangbei

Yunshan West Road, Huicheng District, Huizhou City

Postal code: 516000

Tel.:*

Warrantor (common seal):

Legal representative/ in person or authorized agent (signature or seal):

Identity certificate type/ number (a natural person warrantor needs to fill in):

Date of signature: mm/dd/yyyy

Domicile:

Postal code:

Tel.:

Fax:

Email:

Contact:

Warrantor (common seal):

Legal representative/ in person or authorized agent (signature or seal):

Identity certificate type/ number (a natural person warrantor needs to fill in):

Date of signature: mm/dd/yyyy

Domicile:

Postal code:

Tel.:

Fax:

Email:

Contact:

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SPD BANK Maximum Warranty Contract

Attachment: the format of the Letter of Commitment that the spouse agrees to dispose of common properties (it applies when the warrantor is a natural person):

Letter of Commitment to Agree to Execute Common Properties

No.:

To: Shanghai Pudong Development Bank Co., Ltd. ___________,

I, _____________ (ID card No.: ____________________), now am the legal spouse of the warrantor _______________. For the signature and fulfillment of the Maximum Warranty Contract (No.: ____________), I hereby make the following commitment:

I have been fully aware of _____________’s signature of the aforesaidMaximum Warranty Contract, and I agree to the signature and fulfillment of such warranty contract and agree that the creditor has the right to dispose of common properties when the warrantor assumes warranty guarantee liability on the basis of theMaximum Warranty Contract based on this agreements hereof.

Acceptor (signature):
__________________________
Date:

Annexes:

A copy of the ID card.

A copy of the marriage certificate.

Page 7


Webplus: HPJ/20190813/10-Q_1/22_EX-10.9(B)/000.htm SEC Original: tv527142_ex10-9b.htm
No.: SPD BANK Contract version number: SPDB201203 SPD BANK Creditor: Pan Dangyu Whereas: “Due”, “expiry” referred to herein include the circumstance of advance expiry of the principal creditor’s right as announced by the creditor. If the principal creditor’s right announced to be due in advance is all or a part of the creditor’s rights within the period of determining the



EX-10.9(B) 22 tv527142_ex10-9b.htm EXHIBIT 10.9(B)

Exhibit 10.9(b)

No.:

SPD BANK

Maximum Warranty Contract

Contract version number: SPDB201203

SPD BANK Maximum Warranty Contract

Maximum Warranty Contract

Creditor: Shanghai Pudong Development Bank Co., Ltd. Huizhou Branch

Warrantor: Pan Dangyu

Whereas:

In order to ensure that the debtor can comprehensively and promptly fulfill the obligations under the master contract and guarantee the realization of the creditor’s rights, the aforesaid warrantor (hereinafter collectively referred to as the “warrantor”) voluntarily assumes the guarantee liability according to this contract and conclude agreements as follows.

Article 1 Warranty Liability

1.1 Warranty Method

The warranty method hereunder is joint and several liability warranty.

The warrantor confirms that when the debtor fails to fulfill its debts according to the agreements hereof, no matter whether the creditor owns other guarantee rights (including but not limited to warranty, mortgage, pledge and other guarantee methods) to the creditor’s rights under the master contract, the creditor shall have the right to first require any warrantor hereunder to assume warranty liability within the warranty scope agreed herein without first requiring other guarantors to fulfill guarantee liability.

1.2 Warranty Scope

In addition to the principal creditor’s right mentioned herein, the warranty scope hereunder also covers interests (interests referred to herein include interests, penalty interests and compound interests), liquidated damages, damage compensation, handling fee and other fees generated from signature and fulfillment of this contract and fees generated by the creditor from realizing the guarantee rights and creditor’s rights (including but not limited to litigation fee, attorney’s fee, travel fee, etc.), and deposit needing to be made up by the debtor as required by the creditor based on the master contract.

1.3 Warranty Period

The warranty period is calculated separately at each creditor’s right by the creditor to the debtor, two years from the day of expiry of the fulfillment term of each creditor’s right contract debt to the day of expiry of the debt fulfillment term agreed in the creditor’s right contract.

The warrantor assumes warranty liability for the repayment obligation fulfilled by installment under a single contract within the occurrence period of the creditor’s right. The warranty period is two years from the day of expiry of the fulfillment term of each period of debt to the day of expiry of the last repayment term under the single contract.

“Due”, “expiry” referred to herein include the circumstance of advance expiry of the principal creditor’s right as announced by the creditor.

If the principal creditor’s right announced to be due in advance is all or a part of the creditor’s rights within the period of determining the creditor’s rights, the advance due day announced shall be the due day of all or a part of the creditor’s rights, and the determination period of the creditor’s rights shall be due at the same time. The creditor announces any claims put forward by the creditor to authorities in an indictment or application or other documents.

Where the creditor and the debtor reach an extension agreement on the fulfillment term of the principal debt, the warranty period shall be two years after the day of expiry of the debt fulfillment term re-agreed in the extension agreement.

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SPD BANK Maximum Warranty Contract

1.4 Mater Contract Change

The warrantor hereby confirms that in the event that any grace given by the creditor to the debtor or modification or change of any terms and conditions of the master contract conducted by the creditor and the debtor and other circumstances have not aggregated the warrantor’s liability, without the consent of the warrantor, the creditor’s rights and interests hereunder will not be affected by such change. The warrantor’s guarantee liability shall be exempted hence.

Despite of the aforesaid regulations, if the creditor provides the debtor with the business of opening L/C, L/G or SLC, any modification conducted by the creditor or the debtor to the master contract (including the opened L/C, L/G or SLC) does not need the warrantor’s consent or separate notice to the warrantor. Such modification is deemed to have obtained the prior consent of the warrantor. The warrantor’s guarantee liability shall not be exempted hence.

Article 2 Representations and Warranties

2.1 Warrantor’s Representations and Warranties

The warrantor makes the following representations and warranties to the creditor:

(1) It is a civil entity with full capacity for civil rights and civil conducts, has the right to sign this contract and has obtained all authorization and approval required for signing this contract and fulfilling its obligations hereunder.

(2) The signature and fulfillment of this contract does not violate the laws, articles of association, authorities’ relevant documents, judgments and rulings that shall be complied with, nor does it violate any contracts, agreements already signed or any other obligations assumed by the warrantor.

(3) All materials and information it provides meet the relevant legal regulations that shall be applicable and are true, valid, accurate and complete without any concealment.

(4) The financial materials it provides shall be true and complete and fairly reflect the warrantor’s financial status. Since the latest audited financial statement was issued, no major adverse changes have occurred to the warrantor’s business status and financial status.

(5) It will complete record, registration or other formalities needed for completing this contract.

(6) No conditions or events that have or may have a significant bad impact on the warrantor’s capacity to fulfill the contract exist.

Article 3 Agreed Matters

3.1 Warrantor’s Commitments

(1) The warrantor promises not to take the following actions before obtaining the written consent of the creditor:

a. Transfer (including sell, give as a gift, offset debts, exchange, etc.), mortgage, pledge or dispose of all or a majority of its major assets by other forms;

b. Major changes occur to the operation mechanism or property right organization forms, including but not limited to restructuring, equity transfer, merger (or acquisition), division and capital reduction, etc.;

c. Conduct or apply for conducting bankruptcy, rectification, dissolution, suspension of business, or being revoked by its superior competent department or abnormal stoppage of business;

d. Sign contracts/agreements that have a significant bad impact on the warrantor’s ability to fulfill the obligations hereunder or assume relevant obligations that have such impact.

(2) The warrantor promises that it shall immediately notify the creditor within five (5) bank business days after the occurrence of the following events:

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SPD BANK Maximum Warranty Contract

a. Relevant events that have occurred cause the representations and warranties made by the warrantor herein to become untrue, inaccurate or incomplete or violate legal regulations or become invalid;

b. The warrantor or its controlling shareholder, actual controller or its related person, legal representative involves in litigation, arbitration or its assets are detained, closed down, frozen, enforced or adopted other measures with the same force;

c. The warrantor’s legal representative or its authorized agent, person in charge, main financial director, correspondence address, enterprise name, office venue and other matters are changed, or the warrantor changes its domicile, habitual residence, changes the working unit, leaves the residing city for a long term, changes its name or has adverse changes in the income level;

d. Being applied by other creditors for rectification, bankruptcy or revoked by the superior competent unit.

(3) The warrantor promises to cooperate to provide corresponding financing materials based on the creditor’s requirements in the signature and fulfillment course of this contract.

(4) The warrantor promises that when the debtor fails to make up for the margin (including making up in advance) according to the creditor’s requirements under the master contract, the warrantor shall assume joint and several liability of making up for the margin (such margin will be similarly regarded as pledge guarantee for the principal creditor’s rights without separate signature of margin pledge agreement). The warrantor’s compensation for the margin does not exempt it from its warranty liability that shall be assumed according to this contract. Any losses (including interest losses) incurred from the warrantor’s fulfillment of the liability to make up for the margin according to this contract shall be voluntarily assumed by the warrantor.

(5) The warrantor confirms that the warrantor shall not exercise the right of recourse and relevant rights (including but not limited offsetting by any debts that it owes the debtor) enjoyed due to assumption of guarantee liability hereunder before all creditor’s rights under the master contract have been liquidated.

(6) In the event that the debtor repays all or a part of the debts in advance or the debtor liquidates several creditor’s rights, the warrantor shall continue to assume warranty liability for the creditor’s rights to the debtor which are formed after such advance repayment or several liquidation.

3.2 Deduction Agreements

(1) When the warrantor has due payable debts or margin that shall be made up for, the creditor has the right to directly deduct the funds in any account opened by the warrantor in Shanghai Pudong Development Bank Co., Ltd. for liquidating the due payable debts or making up for the margin.

(2) The creditor has the right to choose to use the proceeds to liquidate the principal, interests or other fees. At the same time, in the event that many creditor’s rights are due and unpaid, the creditor shall decide the order of liquidating the creditor’s rights.

3.3 Exchange rate conversion

When exchange rate conversion is involved hereunder, conversion shall be conducted at the foreign exchange price determined by the creditor. The relevant exchange rate risks and losses shall be assumed by the warrantor.

3.4 Creditor’s Right Certificate

The valid voucher of the creditor’s right guaranteed by the warrantor shall be subject to the accounting voucher or other valid evidentiary materials issued or recorded by the creditor according to its own business regulations.

3.5 Notice and Delivery

(1) Notices sent by one party concerned herein to the other shall be sent to the address listed in the signature page hereof until the other party notifies to change such address in written form. As long as sent to the aforesaid address, they shall be deemed to be delivered on the following dates: if letters, the seventh (7th) bank business day after registered and sent to the address listed in the signature page hereof; if delivery by a special trip, the day of receipt by the recipient.

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SPD BANK Maximum Warranty Contract

(2) The warrantor agrees that court summons and notices sent with regard to its proposal of any litigation are deemed to be delivered as long as sent to the address listed in the signature page hereof. Change of the aforesaid address does not take effect to the creditor without prior written notice to the creditor.

Article 4 Default Events and Treatment

4.1 Default Events

In case of one of the following cases, it shall constitute the warrantor’s default to the creditor:

(1) Any representations or warranties made by the warrantor herein are untrue, inaccurate, misleading, invalid or have been violated.

(2) The warrantor violates any matters agreed in Article 3 hereof or other obligations agreed herein.

(3) The warrantor stops business, stops production, suspends business, rectifies, adjusts, comes to deadlock, is liquidated, is taken over or trusted, dissolves, its business license is revoked or it is cancelled or goes bankrupt.

(4) Where the warrantor’s financial status deteriorates, serious difficulties occur to business, or events or conditions that have a bad influence on its normal business, financial status or solvency.

(5) The warrantor or its controlling shareholder, actual controller or its related person, legal representative involves in major litigation, arbitration or its major assets are detained, closed down, frozen, enforced or adopted other measures with the same force, causing a bad influence on the warrantor’s solvency.

(6) If the warrantor is a natural person, dead or announced to be dead, or transferring assets or trying to transfer assets under the guise of marriage.

(7) Other circumstances that may cause or have caused a significant influence on the warrantor’s ability hereunder to fulfill the contract according to the creditor’s reasonable judgment.

4.2 Default Treatment

In the event that any aforesaid default events or legal provisions occur, the creditor may exercise guarantee rights hereunder. The creditor has the right to announce that the principal creditor’s rights and /or the creditor’s right determination period is due in advance, and/or require the warrantor to assume warranty liability according to law or make up for the deposit based on the agreements hereof.

Article 5 Other Terms and Conditions

5.1 Applicable Law

This contract is applicable to and interpreted according to the laws of the People’s Republic of China (for the purpose hereof, excluding the laws of Hong Kong and Macau Special Administrative Zones and Taiwan Region herein).

5.2 Dispute Settlement

All disputes related to this contract may be settled through friendly negotiation; if negotiation fails, file a lawsuit with the people’s court in the creditor’s domicile. During the dispute period, the parties shall still continue to fulfill the terms and conditions not involving in the dispute.

5.3 Entry into Force, Change and Dissolution

(1) This contract shall enter into force after the warrantor’s legal representative or authorized agent signs (or seals) or affixes the common seal, and the creditor’s legal representative /person in charge or authorized agent signs (or seals) and affixes the common seal (or special seal for contract) and terminate until all creditor’s rights guaranteed hereunder have been liquidated (if the warrantor is a natural person, only signature is needed; if the warrantor is an overseas company, the authorized signatory’s signature is needed only).

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SPD BANK Maximum Warranty Contract

(2) The validity of this contract is independent from that of the master contract and shall not be invalid or revoked along with the invalidity or revocation of the master contract. Invalidity, revocation or unenforceability of any terms and conditions hereof shall not affect the validity and enforceability of other contract terms and conditions.

(3) After this contract takes effect, either party concerned herein shall not arbitrarily change or dissolve this contract in advance. If this contract needs to be changed or dissolved, both parties concerned herein shall reach a consensus and conclude a written agreement.

5.4 Miscellaneous

(1) For the purpose of this contract, when “laws” are mentioned herein, they shall refer to laws, regulations, rules, local regulations, judiciary interpretation and any other applicable stipulations.

(2) For the purpose of this contract, “contract”, “master contract” and other documents mentioned herein shall include subsequent modifications, changes or supplements to such documents; the entities mentioned herein include but are not limited to the warrantor, creditor, debtor and so on, including such entities and their subsequent legal inheritors or successors.

(3) For the purpose of this contract, “financing” mentioned herein refers to accommodation of funds or credit support provided by the bank to the debtor through various bank businesses including but not limited to loan, opening of bank acceptance bill, L/G, L/C, SLC, etc.

(4) Annexes hereto are integral parts of this contract and bear the same legal force as the text of this contract.

(5) If matters not covered herein need to be supplemented, both parties may agree upon and record in Article 6 of this contract and a written agreement may be separately reached as an annex to this contract.

(6) Unless otherwise specially noted herein, the relevant wording and representations herein have the same meanings of the master contract.

Article 6 Element Clauses

6.1 The Master Contract Guaranteed by this Contract:

A series of contracts signed by the debtor and the creditor for handling various financing businesses in accordance with Article 6.3 hereof, and the (contract name and number)Financing Quota Agreementnumbered: BE2019041100000704 signed by and between the debtor and the creditor

6.2 Debtor under the Master Contract:

Huizhou Highpower Technology Co., Ltd..

6.3 Guaranteed Principal Creditor’s Rights:

The guaranteed principal creditor’s rights hereunder are the creditor’s rights incurred by the creditor from the handling of various financing businesses with the debtor from May 13, 2019 to May 13, 2020 (the aforesaid period is the determination period of the maximum guarantee creditor’s right, namely, “creditor’s right determination period”), and prior creditor’s rights (if any) agreed upon by both parties. The balance of the aforesaid principal creditor’s rights shall not exceed the amount equivalent toRMB (currency)twenty millionYuan only within the creditor’s right determination period.

6.4 Text

The text of this contract is made induplicate with the creditor holdingone and the warrantor holdingone, bearing the same legal force.

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SPD BANK Maximum Warranty Contract

6.5 Other Matters Agreed upon by both Parties (if any)

None

(There is no text below this page)

Page 6

SPD BANK Maximum Warranty Contract

(This page is signature page without text)

This contract is signed by the following parties. The warrantor confirms that when signing this contract, the parties have explained and discussed all terms and conditions in detail, the parties have had no doubt about all terms and conditions hereof and have had accurate and correct understanding of the legal meanings of the terms and conditions hereof on restriction or exemption of the relevant rights, obligations and responsibilities of the parties concerned herein.

Creditor (common seal or special seal for contract):

Legal representative/ person in charge or authorized agent (signature or seal):

Main business address:

Floors 1 and 2, Dewei Plaza, No. 4, Jiangbei
Yunshan West Road, Huicheng District, Huizhou City

Postal code: 516000

Date of signature: mm/dd/yyyy Tel.: *

Warrantor (common seal):

Legal representative/ in person or authorized agent (signature or seal):

Identity certificate type/ number (a natural person warrantor needs to fill in):

Date of signature: mm/dd/yyyy

Domicile:

Postal code:

Tel.:

Fax:

Email:

Contact:

Warrantor (common seal):

Legal representative/ in person or authorized agent (signature or seal):

Identity certificate type/ number (a natural person warrantor needs to fill in):

Date of signature: mm/dd/yyyy

Domicile:

Postal code:

Tel.:

Fax:

Email:

Contact:

Page 7


Webplus: HPJ/20190813/10-Q_1/23_EX-10.9(C)/000.htm SEC Original: tv527142_ex10-9c.htm
No.: SPD BANK Contract version number: SPDB201203 SPD BANK Creditor: Shenzhen Highpower Technology Co., Ltd. Whereas: “Due”, “expiry” referred to herein include the circumstance of advance expiry of the principal creditor’s right as announced by the creditor. If the principal creditor’s right announced to be due in advance is all or a part of the creditor’s rights within the period



EX-10.9(C) 23 tv527142_ex10-9c.htm EXHIBIT 10.9(C)

Exhibit 10.9(c)

No.:

SPD BANK

Maximum Warranty Contract

Contract version number: SPDB201203

SPD BANK Maximum Warranty Contract

Maximum Warranty Contract

Creditor: Shanghai Pudong Development Bank Co., Ltd. Huizhou Branch

Warrantor: Shenzhen Highpower Technology Co., Ltd.

Whereas:

In order to ensure that the debtor can comprehensively and promptly fulfill the obligations under the master contract and guarantee the realization of the creditor’s rights, the aforesaid warrantor (hereinafter collectively referred to as the “warrantor”) voluntarily assumes the guarantee liability according to this contract and conclude agreements as follows.

Article 1 Warranty Liability

1.1 Warranty Method

The warranty method hereunder is joint and several liability warranty.

The warrantor confirms that when the debtor fails to fulfill its debts according to the agreements hereof, no matter whether the creditor owns other guarantee rights (including but not limited to warranty, mortgage, pledge and other guarantee methods) to the creditor’s rights under the master contract, the creditor shall have the right to first require any warrantor hereunder to assume warranty liability within the warranty scope agreed herein without first requiring other guarantors to fulfill guarantee liability.

1.2 Warranty Scope

In addition to the principal creditor’s right mentioned herein, the warranty scope hereunder also covers interests (interests referred to herein include interests, penalty interests and compound interests), liquidated damages, damage compensation, handling fee and other fees generated from signature and fulfillment of this contract and fees generated by the creditor from realizing the guarantee rights and creditor’s rights (including but not limited to litigation fee, attorney’s fee, travel fee, etc.), and deposit needing to be made up by the debtor as required by the creditor based on the master contract.

1.3 Warranty Period

The warranty period is calculated separately at each creditor’s right by the creditor to the debtor, two years from the day of expiry of the fulfillment term of each creditor’s right contract debt to the day of expiry of the debt fulfillment term agreed in the creditor’s right contract.

The warrantor assumes warranty liability for the repayment obligation fulfilled by installment under a single contract within the occurrence period of the creditor’s right. The warranty period is two years from the day of expiry of the fulfillment term of each period of debt to the day of expiry of the last repayment term under the single contract.

“Due”, “expiry” referred to herein include the circumstance of advance expiry of the principal creditor’s right as announced by the creditor.

If the principal creditor’s right announced to be due in advance is all or a part of the creditor’s rights within the period of determining the creditor’s rights, the advance due day announced shall be the due day of all or a part of the creditor’s rights, and the determination period of the creditor’s rights shall be due at the same time. The creditor announces any claims put forward by the creditor to authorities in an indictment or application or other documents.

Where the creditor and the debtor reach an extension agreement on the fulfillment term of the principal debt, the warranty period shall be two years after the day of expiry of the debt fulfillment term re-agreed in the extension agreement.

Page 1

SPD BANK Maximum Warranty Contract

1.4 Mater Contract Change

The warrantor hereby confirms that in the event that any grace given by the creditor to the debtor or modification or change of any terms and conditions of the master contract conducted by the creditor and the debtor and other circumstances have not aggregated the warrantor’s liability, without the consent of the warrantor, the creditor’s rights and interests hereunder will not be affected by such change. The warrantor’s guarantee liability shall be exempted hence.

Despite of the aforesaid regulations, if the creditor provides the debtor with the business of opening L/C, L/G or SLC, any modification conducted by the creditor or the debtor to the master contract (including the opened L/C, L/G or SLC) does not need the warrantor’s consent or separate notice to the warrantor. Such modification is deemed to have obtained the prior consent of the warrantor. The warrantor’s guarantee liability shall not be exempted hence.

Article 2 Representations and Warranties

2.1 Warrantor’s Representations and Warranties

The warrantor makes the following representations and warranties to the creditor:

(1) It is a civil entity with full capacity for civil rights and civil conducts, has the right to sign this contract and has obtained all authorization and approval required for signing this contract and fulfilling its obligations hereunder.

(2) The signature and fulfillment of this contract does not violate the laws, articles of association, authorities’ relevant documents, judgments and rulings that shall be complied with, nor does it violate any contracts, agreements already signed or any other obligations assumed by the warrantor.

(3) All materials and information it provides meet the relevant legal regulations that shall be applicable and are true, valid, accurate and complete without any concealment.

(4) The financial materials it provides shall be true and complete and fairly reflect the warrantor’s financial status. Since the latest audited financial statement was issued, no major adverse changes have occurred to the warrantor’s business status and financial status.

(5) It will complete record, registration or other formalities needed for completing this contract.

(6) No conditions or events that have or may have a significant bad impact on the warrantor’s capacity to fulfill the contract exist.

Article 3 Agreed Matters

3.1 Warrantor’s Commitments

(1) The warrantor promises not to take the following actions before obtaining the written consent of the creditor:

a. Transfer (including sell, give as a gift, offset debts, exchange, etc.), mortgage, pledge or dispose of all or a majority of its major assets by other forms;

b. Major changes occur to the operation mechanism or property right organization forms, including but not limited to restructuring, equity transfer, merger (or acquisition), division and capital reduction, etc.;

c. Conduct or apply for conducting bankruptcy, rectification, dissolution, suspension of business, or being revoked by its superior competent department or abnormal stoppage of business;

d. Sign contracts/agreements that have a significant bad impact on the warrantor’s ability to fulfill the obligations hereunder or assume relevant obligations that have such impact.

(2) The warrantor promises that it shall immediately notify the creditor within five (5) bank business days after the occurrence of the following events:

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SPD BANK Maximum Warranty Contract

a. Relevant events that have occurred cause the representations and warranties made by the warrantor herein to become untrue, inaccurate or incomplete or violate legal regulations or become invalid;

b. The warrantor or its controlling shareholder, actual controller or its related person, legal representative involves in litigation, arbitration or its assets are detained, closed down, frozen, enforced or adopted other measures with the same force;

c. The warrantor’s legal representative or its authorized agent, person in charge, main financial director, correspondence address, enterprise name, office venue and other matters are changed, or the warrantor changes its domicile, habitual residence, changes the working unit, leaves the residing city for a long term, changes its name or has adverse changes in the income level;

d. Being applied by other creditors for rectification, bankruptcy or revoked by the superior competent unit.

(3) The warrantor promises to cooperate to provide corresponding financing materials based on the creditor’s requirements in the signature and fulfillment course of this contract.

(4) The warrantor promises that when the debtor fails to make up for the margin (including making up in advance) according to the creditor’s requirements under the master contract, the warrantor shall assume joint and several liability of making up for the margin (such margin will be similarly regarded as pledge guarantee for the principal creditor’s rights without separate signature of margin pledge agreement). The warrantor’s compensation for the margin does not exempt it from its warranty liability that shall be assumed according to this contract. Any losses (including interest losses) incurred from the warrantor’s fulfillment of the liability to make up for the margin according to this contract shall be voluntarily assumed by the warrantor.

(5) The warrantor confirms that the warrantor shall not exercise the right of recourse and relevant rights (including but not limited offsetting by any debts that it owes the debtor) enjoyed due to assumption of guarantee liability hereunder before all creditor’s rights under the master contract have been liquidated.

(6) In the event that the debtor repays all or a part of the debts in advance or the debtor liquidates several creditor’s rights, the warrantor shall continue to assume warranty liability for the creditor’s rights to the debtor which are formed after such advance repayment or several liquidation.

3.2 Deduction Agreements

(1) When the warrantor has due payable debts or margin that shall be made up for, the creditor has the right to directly deduct the funds in any account opened by the warrantor in Shanghai Pudong Development Bank Co., Ltd. for liquidating the due payable debts or making up for the margin.

(2) The creditor has the right to choose to use the proceeds to liquidate the principal, interests or other fees. At the same time, in the event that many creditor’s rights are due and unpaid, the creditor shall decide the order of liquidating the creditor’s rights.

3.3 Exchange rate conversion

When exchange rate conversion is involved hereunder, conversion shall be conducted at the foreign exchange price determined by the creditor. The relevant exchange rate risks and losses shall be assumed by the warrantor.

3.4 Creditor’s Right Certificate

The valid voucher of the creditor’s right guaranteed by the warrantor shall be subject to the accounting voucher or other valid evidentiary materials issued or recorded by the creditor according to its own business regulations.

3.5 Notice and Delivery

(1) Notices sent by one party concerned herein to the other shall be sent to the address listed in the signature page hereof until the other party notifies to change such address in written form. As long as sent to the aforesaid address, they shall be deemed to be delivered on the following dates: if letters, the seventh (7th) bank business day after registered and sent to the address listed in the signature page hereof; if delivery by a special trip, the day of receipt by the recipient.

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SPD BANK Maximum Warranty Contract

(2) The warrantor agrees that court summons and notices sent with regard to its proposal of any litigation are deemed to be delivered as long as sent to the address listed in the signature page hereof. Change of the aforesaid address does not take effect to the creditor without prior written notice to the creditor.

Article 4 Default Events and Treatment

4.1 Default Events

In case of one of the following cases, it shall constitute the warrantor’s default to the creditor:

(1) Any representations or warranties made by the warrantor herein are untrue, inaccurate, misleading, invalid or have been violated.

(2) The warrantor violates any matters agreed in Article 3 hereof or other obligations agreed herein.

(3) The warrantor stops business, stops production, suspends business, rectifies, adjusts, comes to deadlock, is liquidated, is taken over or trusted, dissolves, its business license is revoked or it is cancelled or goes bankrupt.

(4) Where the warrantor’s financial status deteriorates, serious difficulties occur to business, or events or conditions that have a bad influence on its normal business, financial status or solvency.

(5) The warrantor or its controlling shareholder, actual controller or its related person, legal representative involves in major litigation, arbitration or its major assets are detained, closed down, frozen, enforced or adopted other measures with the same force, causing a bad influence on the warrantor’s solvency.

(6) If the warrantor is a natural person, dead or announced to be dead, or transferring assets or trying to transfer assets under the guise of marriage.

(7) Other circumstances that may cause or have caused a significant influence on the warrantor’s ability hereunder to fulfill the contract according to the creditor’s reasonable judgment.

4.2 Default Treatment

In the event that any aforesaid default events or legal provisions occur, the creditor may exercise guarantee rights hereunder. The creditor has the right to announce that the principal creditor’s rights and /or the creditor’s right determination period is due in advance, and/or require the warrantor to assume warranty liability according to law or make up for the deposit based on the agreements hereof.

Article 5 Other Terms and Conditions

5.1 Applicable Law

This contract is applicable to and interpreted according to the laws of the People’s Republic of China (for the purpose hereof, excluding the laws of Hong Kong and Macau Special Administrative Zones and Taiwan Region herein).

5.2 Dispute Settlement

All disputes related to this contract may be settled through friendly negotiation; if negotiation fails, file a lawsuit with the people’s court in the creditor’s domicile. During the dispute period, the parties shall still continue to fulfill the terms and conditions not involving in the dispute.

5.3 Entry into Force, Change and Dissolution

(1) This contract shall enter into force after the warrantor’s legal representative or authorized agent signs (or seals) or affixes the common seal, and the creditor’s legal representative /person in charge or authorized agent signs (or seals) and affixes the common seal (or special seal for contract) and terminate until all creditor’s rights guaranteed hereunder have been liquidated (if the warrantor is a natural person, only signature is needed; if the warrantor is an overseas company, the authorized signatory’s signature is needed only).

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SPD BANK Maximum Warranty Contract

(2) The validity of this contract is independent from that of the master contract and shall not be invalid or revoked along with the invalidity or revocation of the master contract. Invalidity, revocation or unenforceability of any terms and conditions hereof shall not affect the validity and enforceability of other contract terms and conditions.

(3) After this contract takes effect, either party concerned herein shall not arbitrarily change or dissolve this contract in advance. If this contract needs to be changed or dissolved, both parties concerned herein shall reach a consensus and conclude a written agreement.

5.4 Miscellaneous

(1) For the purpose of this contract, when “laws” are mentioned herein, they shall refer to laws, regulations, rules, local regulations, judiciary interpretation and any other applicable stipulations.

(2) For the purpose of this contract, “contract”, “master contract” and other documents mentioned herein shall include subsequent modifications, changes or supplements to such documents; the entities mentioned herein include but are not limited to the warrantor, creditor, debtor and so on, including such entities and their subsequent legal inheritors or successors.

(3) For the purpose of this contract, “financing” mentioned herein refers to accommodation of funds or credit support provided by the bank to the debtor through various bank businesses including but not limited to loan, opening of bank acceptance bill, L/G, L/C, SLC, etc.

(4) Annexes hereto are integral parts of this contract and bear the same legal force as the text of this contract.

(5) If matters not covered herein need to be supplemented, both parties may agree upon and record in Article 6 of this contract and a written agreement may be separately reached as an annex to this contract.

(6) Unless otherwise specially noted herein, the relevant wording and representations herein have the same meanings of the master contract.

Article 6 Element Clauses

6.1 The Master Contract Guaranteed by this Contract:

A series of contracts signed by the debtor and the creditor for handling various financing businesses in accordance with Article 6.3 hereof, and the (contract name and number)Financing Quota Agreementnumbered: BE2019041100000704 signed by and between the debtor and the creditor

6.2 Debtor under the Master Contract:

Huizhou Highpower Technology Co., Ltd..

6.3 Guaranteed Principal Creditor’s Rights:

The guaranteed principal creditor’s rights hereunder are the creditor’s rights incurred by the creditor from the handling of various financing businesses with the debtor from May 13, 2019 to May 13, 2020 (the aforesaid period is the determination period of the maximum guarantee creditor’s right, namely, “creditor’s right determination period”), and prior creditor’s rights (if any) agreed upon by both parties. The balance of the aforesaid principal creditor’s rights shall not exceed the amount equivalent toRMB (currency)twenty millionYuan only within the creditor’s right determination period.

6.4 Text

The text of this contract is made induplicate with the creditor holdingone and the warrantor holdingone, bearing the same legal force.

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SPD BANK Maximum Warranty Contract

6.5 Other Matters Agreed upon by both Parties (if any)

None

(There is no text below this page)

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SPD BANK Maximum Warranty Contract

(This page is signature page without text)

This contract is signed by the following parties. The warrantor confirms that when signing this contract, the parties have explained and discussed all terms and conditions in detail, the parties have had no doubt about all terms and conditions hereof and have had accurate and correct understanding of the legal meanings of the terms and conditions hereof on restriction or exemption of the relevant rights, obligations and responsibilities of the parties concerned herein.

Creditor (common seal or special seal for contract):

Legal representative/ person in charge or authorized agent (signature or seal):

Main business address:

Floors 1 and 2, Dewei Plaza, No. 4, Jiangbei
Yunshan West Road, Huicheng District, Huizhou City

Postal code: 516000

Date of signature: mm/dd/yyyy Tel.: *

Warrantor (common seal):

Legal representative/ in person or authorized agent (signature or seal):

Identity certificate type/ number (a natural person warrantor needs to fill in):

Date of signature: mm/dd/yyyy

Domicile:

Postal code:

Tel.:

Fax:

Email:

Contact:

Warrantor (common seal):

Legal representative/ in person or authorized agent (signature or seal):

Identity certificate type/ number (a natural person warrantor needs to fill in):

Date of signature: mm/dd/yyyy

Domicile:

Postal code:

Tel.:

Fax:

Email:

Contact:

Page 7


Webplus: HPJ/20190813/10-Q_1/24_EX-10.9(D)/000.htm SEC Original: tv527142_ex10-9d.htm
No.: SPD BANK Contract version number: SPDB201203 SPD BANK Creditor: Springpower Technology (Shenzhen) Co., Ltd. Whereas: “Due”, “expiry” referred to herein include the circumstance of advance expiry of the principal creditor’s right as announced by the creditor. If the principal creditor’s right announced to be due in advance is all or a part of the creditor’s rights within the period



EX-10.9(D) 24 tv527142_ex10-9d.htm EXHIBIT 10.9(D)

Exhibit 10.9(d)

No.:

SPD BANK

Maximum Warranty Contract

Contract version number: SPDB201203

SPD BANK Maximum Warranty Contract

Maximum Warranty Contract

Creditor: Shanghai Pudong Development Bank Co., Ltd. Huizhou Branch

Warrantor: Springpower Technology (Shenzhen) Co., Ltd.

Whereas:

In order to ensure that the debtor can comprehensively and promptly fulfill the obligations under the master contract and guarantee the realization of the creditor’s rights, the aforesaid warrantor (hereinafter collectively referred to as the “warrantor”) voluntarily assumes the guarantee liability according to this contract and conclude agreements as follows.

Article 1 Warranty Liability

1.1 Warranty Method

The warranty method hereunder is joint and several liability warranty.

The warrantor confirms that when the debtor fails to fulfill its debts according to the agreements hereof, no matter whether the creditor owns other guarantee rights (including but not limited to warranty, mortgage, pledge and other guarantee methods) to the creditor’s rights under the master contract, the creditor shall have the right to first require any warrantor hereunder to assume warranty liability within the warranty scope agreed herein without first requiring other guarantors to fulfill guarantee liability.

1.2 Warranty Scope

In addition to the principal creditor’s right mentioned herein, the warranty scope hereunder also covers interests (interests referred to herein include interests, penalty interests and compound interests), liquidated damages, damage compensation, handling fee and other fees generated from signature and fulfillment of this contract and fees generated by the creditor from realizing the guarantee rights and creditor’s rights (including but not limited to litigation fee, attorney’s fee, travel fee, etc.), and deposit needing to be made up by the debtor as required by the creditor based on the master contract.

1.3 Warranty Period

The warranty period is calculated separately at each creditor’s right by the creditor to the debtor, two years from the day of expiry of the fulfillment term of each creditor’s right contract debt to the day of expiry of the debt fulfillment term agreed in the creditor’s right contract.

The warrantor assumes warranty liability for the repayment obligation fulfilled by installment under a single contract within the occurrence period of the creditor’s right. The warranty period is two years from the day of expiry of the fulfillment term of each period of debt to the day of expiry of the last repayment term under the single contract.

“Due”, “expiry” referred to herein include the circumstance of advance expiry of the principal creditor’s right as announced by the creditor.

If the principal creditor’s right announced to be due in advance is all or a part of the creditor’s rights within the period of determining the creditor’s rights, the advance due day announced shall be the due day of all or a part of the creditor’s rights, and the determination period of the creditor’s rights shall be due at the same time. The creditor announces any claims put forward by the creditor to authorities in an indictment or application or other documents.

Where the creditor and the debtor reach an extension agreement on the fulfillment term of the principal debt, the warranty period shall be two years after the day of expiry of the debt fulfillment term re-agreed in the extension agreement.

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SPD BANK Maximum Warranty Contract

1.4 Mater Contract Change

The warrantor hereby confirms that in the event that any grace given by the creditor to the debtor or modification or change of any terms and conditions of the master contract conducted by the creditor and the debtor and other circumstances have not aggregated the warrantor’s liability, without the consent of the warrantor, the creditor’s rights and interests hereunder will not be affected by such change. The warrantor’s guarantee liability shall be exempted hence.

Despite of the aforesaid regulations, if the creditor provides the debtor with the business of opening L/C, L/G or SLC, any modification conducted by the creditor or the debtor to the master contract (including the opened L/C, L/G or SLC) does not need the warrantor’s consent or separate notice to the warrantor. Such modification is deemed to have obtained the prior consent of the warrantor. The warrantor’s guarantee liability shall not be exempted hence.

Article 2 Representations and Warranties

2.1 Warrantor’s Representations and Warranties

The warrantor makes the following representations and warranties to the creditor:

(1) It is a civil entity with full capacity for civil rights and civil conducts, has the right to sign this contract and has obtained all authorization and approval required for signing this contract and fulfilling its obligations hereunder.

(2) The signature and fulfillment of this contract does not violate the laws, articles of association, authorities’ relevant documents, judgments and rulings that shall be complied with, nor does it violate any contracts, agreements already signed or any other obligations assumed by the warrantor.

(3) All materials and information it provides meet the relevant legal regulations that shall be applicable and are true, valid, accurate and complete without any concealment.

(4) The financial materials it provides shall be true and complete and fairly reflect the warrantor’s financial status. Since the latest audited financial statement was issued, no major adverse changes have occurred to the warrantor’s business status and financial status.

(5) It will complete record, registration or other formalities needed for completing this contract.

(6) No conditions or events that have or may have a significant bad impact on the warrantor’s capacity to fulfill the contract exist.

Article 3 Agreed Matters

3.1 Warrantor’s Commitments

(1) The warrantor promises not to take the following actions before obtaining the written consent of the creditor:

a. Transfer (including sell, give as a gift, offset debts, exchange, etc.), mortgage, pledge or dispose of all or a majority of its major assets by other forms;

b. Major changes occur to the operation mechanism or property right organization forms, including but not limited to restructuring, equity transfer, merger (or acquisition), division and capital reduction, etc.;

c. Conduct or apply for conducting bankruptcy, rectification, dissolution, suspension of business, or being revoked by its superior competent department or abnormal stoppage of business;

d. Sign contracts/agreements that have a significant bad impact on the warrantor’s ability to fulfill the obligations hereunder or assume relevant obligations that have such impact.

(2) The warrantor promises that it shall immediately notify the creditor within five (5) bank business days after the occurrence of the following events:

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SPD BANK Maximum Warranty Contract

a. Relevant events that have occurred cause the representations and warranties made by the warrantor herein to become untrue, inaccurate or incomplete or violate legal regulations or become invalid;

b. The warrantor or its controlling shareholder, actual controller or its related person, legal representative involves in litigation, arbitration or its assets are detained, closed down, frozen, enforced or adopted other measures with the same force;

c. The warrantor’s legal representative or its authorized agent, person in charge, main financial director, correspondence address, enterprise name, office venue and other matters are changed, or the warrantor changes its domicile, habitual residence, changes the working unit, leaves the residing city for a long term, changes its name or has adverse changes in the income level;

d. Being applied by other creditors for rectification, bankruptcy or revoked by the superior competent unit.

(3) The warrantor promises to cooperate to provide corresponding financing materials based on the creditor’s requirements in the signature and fulfillment course of this contract.

(4) The warrantor promises that when the debtor fails to make up for the margin (including making up in advance) according to the creditor’s requirements under the master contract, the warrantor shall assume joint and several liability of making up for the margin (such margin will be similarly regarded as pledge guarantee for the principal creditor’s rights without separate signature of margin pledge agreement). The warrantor’s compensation for the margin does not exempt it from its warranty liability that shall be assumed according to this contract. Any losses (including interest losses) incurred from the warrantor’s fulfillment of the liability to make up for the margin according to this contract shall be voluntarily assumed by the warrantor.

(5) The warrantor confirms that the warrantor shall not exercise the right of recourse and relevant rights (including but not limited offsetting by any debts that it owes the debtor) enjoyed due to assumption of guarantee liability hereunder before all creditor’s rights under the master contract have been liquidated.

(6) In the event that the debtor repays all or a part of the debts in advance or the debtor liquidates several creditor’s rights, the warrantor shall continue to assume warranty liability for the creditor’s rights to the debtor which are formed after such advance repayment or several liquidation.

3.2 Deduction Agreements

(1) When the warrantor has due payable debts or margin that shall be made up for, the creditor has the right to directly deduct the funds in any account opened by the warrantor in Shanghai Pudong Development Bank Co., Ltd. for liquidating the due payable debts or making up for the margin.

(2) The creditor has the right to choose to use the proceeds to liquidate the principal, interests or other fees. At the same time, in the event that many creditor’s rights are due and unpaid, the creditor shall decide the order of liquidating the creditor’s rights.

3.3 Exchange rate conversion

When exchange rate conversion is involved hereunder, conversion shall be conducted at the foreign exchange price determined by the creditor. The relevant exchange rate risks and losses shall be assumed by the warrantor.

3.4 Creditor’s Right Certificate

The valid voucher of the creditor’s right guaranteed by the warrantor shall be subject to the accounting voucher or other valid evidentiary materials issued or recorded by the creditor according to its own business regulations.

3.5 Notice and Delivery

(1) Notices sent by one party concerned herein to the other shall be sent to the address listed in the signature page hereof until the other party notifies to change such address in written form. As long as sent to the aforesaid address, they shall be deemed to be delivered on the following dates: if letters, the seventh (7th) bank business day after registered and sent to the address listed in the signature page hereof; if delivery by a special trip, the day of receipt by the recipient.

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SPD BANK Maximum Warranty Contract

(2) The warrantor agrees that court summons and notices sent with regard to its proposal of any litigation are deemed to be delivered as long as sent to the address listed in the signature page hereof. Change of the aforesaid address does not take effect to the creditor without prior written notice to the creditor.

Article 4 Default Events and Treatment

4.1 Default Events

In case of one of the following cases, it shall constitute the warrantor’s default to the creditor:

(1) Any representations or warranties made by the warrantor herein are untrue, inaccurate, misleading, invalid or have been violated.

(2) The warrantor violates any matters agreed in Article 3 hereof or other obligations agreed herein.

(3) The warrantor stops business, stops production, suspends business, rectifies, adjusts, comes to deadlock, is liquidated, is taken over or trusted, dissolves, its business license is revoked or it is cancelled or goes bankrupt.

(4) Where the warrantor’s financial status deteriorates, serious difficulties occur to business, or events or conditions that have a bad influence on its normal business, financial status or solvency.

(5) The warrantor or its controlling shareholder, actual controller or its related person, legal representative involves in major litigation, arbitration or its major assets are detained, closed down, frozen, enforced or adopted other measures with the same force, causing a bad influence on the warrantor’s solvency.

(6) If the warrantor is a natural person, dead or announced to be dead, or transferring assets or trying to transfer assets under the guise of marriage.

(7) Other circumstances that may cause or have caused a significant influence on the warrantor’s ability hereunder to fulfill the contract according to the creditor’s reasonable judgment.

4.2 Default Treatment

In the event that any aforesaid default events or legal provisions occur, the creditor may exercise guarantee rights hereunder. The creditor has the right to announce that the principal creditor’s rights and /or the creditor’s right determination period is due in advance, and/or require the warrantor to assume warranty liability according to law or make up for the deposit based on the agreements hereof.

Article 5 Other Terms and Conditions

5.1 Applicable Law

This contract is applicable to and interpreted according to the laws of the People’s Republic of China (for the purpose hereof, excluding the laws of Hong Kong and Macau Special Administrative Zones and Taiwan Region herein).

5.2 Dispute Settlement

All disputes related to this contract may be settled through friendly negotiation; if negotiation fails, file a lawsuit with the people’s court in the creditor’s domicile. During the dispute period, the parties shall still continue to fulfill the terms and conditions not involving in the dispute.

5.3 Entry into Force, Change and Dissolution

(1) This contract shall enter into force after the warrantor’s legal representative or authorized agent signs (or seals) or affixes the common seal, and the creditor’s legal representative /person in charge or authorized agent signs (or seals) and affixes the common seal (or special seal for contract) and terminate until all creditor’s rights guaranteed hereunder have been liquidated (if the warrantor is a natural person, only signature is needed; if the warrantor is an overseas company, the authorized signatory’s signature is needed only).

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SPD BANK Maximum Warranty Contract

(2) The validity of this contract is independent from that of the master contract and shall not be invalid or revoked along with the invalidity or revocation of the master contract. Invalidity, revocation or unenforceability of any terms and conditions hereof shall not affect the validity and enforceability of other contract terms and conditions.

(3) After this contract takes effect, either party concerned herein shall not arbitrarily change or dissolve this contract in advance. If this contract needs to be changed or dissolved, both parties concerned herein shall reach a consensus and conclude a written agreement.

5.4 Miscellaneous

(1) For the purpose of this contract, when “laws” are mentioned herein, they shall refer to laws, regulations, rules, local regulations, judiciary interpretation and any other applicable stipulations.

(2) For the purpose of this contract, “contract”, “master contract” and other documents mentioned herein shall include subsequent modifications, changes or supplements to such documents; the entities mentioned herein include but are not limited to the warrantor, creditor, debtor and so on, including such entities and their subsequent legal inheritors or successors.

(3) For the purpose of this contract, “financing” mentioned herein refers to accommodation of funds or credit support provided by the bank to the debtor through various bank businesses including but not limited to loan, opening of bank acceptance bill, L/G, L/C, SLC, etc.

(4) Annexes hereto are integral parts of this contract and bear the same legal force as the text of this contract.

(5) If matters not covered herein need to be supplemented, both parties may agree upon and record in Article 6 of this contract and a written agreement may be separately reached as an annex to this contract.

(6) Unless otherwise specially noted herein, the relevant wording and representations herein have the same meanings of the master contract.

Article 6 Element Clauses

6.1 The Master Contract Guaranteed by this Contract:

A series of contracts signed by the debtor and the creditor for handling various financing businesses in accordance with Article 6.3 hereof, and the (contract name and number)Financing Quota Agreementnumbered: BE2019041100000704 signed by and between the debtor and the creditor

6.2 Debtor under the Master Contract:

Huizhou Highpower Technology Co., Ltd..

6.3 Guaranteed Principal Creditor’s Rights:

The guaranteed principal creditor’s rights hereunder are the creditor’s rights incurred by the creditor from the handling of various financing businesses with the debtor from May 13, 2019 to May 13, 2020 (the aforesaid period is the determination period of the maximum guarantee creditor’s right, namely, “creditor’s right determination period”), and prior creditor’s rights (if any) agreed upon by both parties. The balance of the aforesaid principal creditor’s rights shall not exceed the amount equivalent toRMB (currency)twenty millionYuan only within the creditor’s right determination period.

6.4 Text

The text of this contract is made induplicate with the creditor holdingone and the warrantor holdingone, bearing the same legal force.

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SPD BANK Maximum Warranty Contract

6.5 Other Matters Agreed upon by both Parties (if any)

None

(There is no text below this page)

Page 6

SPD BANK Maximum Warranty Contract

(This page is signature page without text)

This contract is signed by the following parties. The warrantor confirms that when signing this contract, the parties have explained and discussed all terms and conditions in detail, the parties have had no doubt about all terms and conditions hereof and have had accurate and correct understanding of the legal meanings of the terms and conditions hereof on restriction or exemption of the relevant rights, obligations and responsibilities of the parties concerned herein.

Creditor (common seal or special seal for contract):

Legal representative/ person in charge or authorized agent (signature or seal):

Main business address:

Floors 1 and 2, Dewei Plaza, No. 4, Jiangbei
Yunshan West Road, Huicheng District, Huizhou City

Postal code: 516000

Date of signature: mm/dd/yyyy Tel.: *

Warrantor (common seal):

Legal representative/ in person or authorized agent (signature or seal):

Identity certificate type/ number (a natural person warrantor needs to fill in):

Date of signature: mm/dd/yyyy

Domicile:

Postal code:

Tel.:

Fax:

Email:

Contact:

Warrantor (common seal):

Legal representative/ in person or authorized agent (signature or seal):

Identity certificate type/ number (a natural person warrantor needs to fill in):

Date of signature: mm/dd/yyyy

Domicile:

Postal code:

Tel.:

Fax:

Email:

Contact:

Page 7


Webplus: HPJ/20190813/10-Q_1/25_EX-31.1/000.htm SEC Original: tv527142_ex31-1.htm
Section302 of the Sarbanes-Oxley Act of 2002 I, Dang Yu Pan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Highpower International, Inc.. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of



EX-31.1 25 tv527142_ex31-1.htm EXHIBIT 31-1

Exhibit 31.1

Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to

Section302 of the Sarbanes-Oxley Act of 2002

I, Dang Yu Pan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Highpower International, Inc..

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:

(a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information. and

(b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2019
/s/ Dang Yu Pan
By: Dang Yu Pan
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)


Webplus: HPJ/20190813/10-Q_1/26_EX-31.2/000.htm SEC Original: tv527142_ex31-2.htm
Section 302 of the Sarbanes-Oxley Act of 2002 I, Sunny Pan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Highpower International, Inc.. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of



EX-31.2 26 tv527142_ex31-2.htm EXHIBIT 31-2

Exhibit 31.2

Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Sunny Pan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Highpower International, Inc..

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information. and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2019
/s/ Sunny Pan
Sunny Pan
Chief Financial Officer
(Principal Financial Officer)


Webplus: HPJ/20190813/10-Q_1/27_EX-32.1/000.htm SEC Original: tv527142_ex32-1.htm
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dang Yu Pan Chairman of the Board and Chief Executive Officer August 13, 2019 Sunny Pan Chief Financial Officer (Principal Financial and Accounting Officer) August 13, 2019



EX-32.1 27 tv527142_ex32-1.htm EXHIBIT 32-1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Highpower International, Inc. (the “Company”) on Form 10-Q for the quarter ending June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934. and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dang Yu Pan
Dang Yu Pan
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
August 13, 2019
/s/ Sunny Pan
Sunny Pan
Chief Financial Officer
(Principal Financial and Accounting Officer)
August 13, 2019

Company Info:

Ticker: HPJ, Company: Highpower International, Inc., Type: 10-Q, Date: 2019-08-13, XBRL Interactive FinancialsCIK: 0001368308, Location: F4, SIC: 3690, SIC Desc: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
Business Phone & Address:
BUILDING A1, 68 XINXIA STREET, PINGHU, LONGGANG, SHENZHEN
GUANGDONG 518111

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