Exhibit 10.2
REF::ZH78191506001
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 A1, shanxia road, Pinghu Street, longgang district, shenzhen
Legal Representative: Pan Dangyu
Tel: 0755-89686236
Fax: 0755-89686819
Party B:China Everbright Bank Shenzhen Shenzhen Branch
Add:No.4, Zhuzilin road, Futian,Shenzhen,China.
Tel:0755-81483044
Fax:0755-28138641
In accordance with the relevant laws and regulations, such as “Republic of China on Commercial Banks” and “Interim Measures of commercial banks authorize and credit”and“Guidelines for Risk Management of Credit business of Commercial Bank Group's customers”, Based on equality, voluntariness, the principle of good faith, Party A and Party B make the agreement after the equal consultations, and both of them are willing to follow all terms of the contract.
Part 1 Definitions and interpretation
Clause 1Except as otherwise explained in the context, the following terms of this agreement are defined as below:
Comprehensive credit:Party B shall provide one or several conditional commitments by credit support to Party A.
Specific business:According to comprehensive credit, Party B shall provide the loans, bank acceptances, trade finance and other specific credit business to Party A.
The maximum credit limits:According to comprehensive credit, the highest balance of debt principal by using the specific businesses, Party A can apply to Party B within the validity period of the comprehensive credit agreement.
Specific line of credit:According to the maximum credit limits, the highest balance of debt principal by using one specific business Party A can apply to Party B within the validity period of the comprehensive credit agreement.
Used line of credit:According to specific line of credit, the sum of debt principal by using one specific outstanding business Party A applied within the validity period of the comprehensive credit agreement.
Specific business contract:The contract signed by Party A and Party B about the specific using of the business and Line of credit.
Part 2 The maximum credit limits and Specific line of credit
Clause 2The 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: _____________________)
Clause 3According 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
Clause 4The period of the maximum credit limits: from23th Jun 2015 to 22th Jun 2016.
The period of the specific business is determined by the specific contract, but the start date of the specific business must not exceed the effective use of the deadline of the maximum credit limits.
Part 4 Usage of the Maximum Credit Limits and Specific Line of Credit
Clause 5 According to the maximum credit limits, Party A can apply to use the specific line of credit once or several times during the period of credit. Party B determines the scope, amount and period of specific business by the credit situation of Party A based on the credit policy of Party B.
Clause 6Provisions of revolving usage: During the period of the maximum credit limits, Party A can revolve the line of credit. The debt of one specific business is paid off, the same kind of new specific business can be used except that Party B prohibited revolving.
Clause 7Party A and Party B should sign specific contract for specific business. If the specific business contract is inconsistent with this agreement, it should be subject to specific business contract. For example, Party A has been identified as customers of the Group under the "Guidelines for Risk Management of Credit business of Commercial Bank Group's customers" and other relevant laws and regulations.
Part 5 The Fees
Clause 8 According to each specific business contract, Party A and Party B should conform to the interest rate, exchange rate, fee rate and other fees charged by Party B in the specific contract.
Part 6 Adjustment of the Maximum Credit Limits and Specific Line of Credit
Clause 9 Party B has the right to adjust the maximum credit limits and specific line of credit and the period or end the line of credit when one of the following things happens:
(1) A significant monetary policy change in the PRC;
(2) A severe financial risk occurs or is likely to occur in borrower’s location;
(3) A significant change in borrower’s business market;
(4) The borrower has experienced or will encounter major operational difficulties or risks;
(5) A significant change in borrower’s corporate structure, such as a merger, acquisition, reorganization, separation, amalgamation or termination, which the bank believes might affect its ability to collect on the loan;
(6) The borrower’s refusal to accept the bank’s supervision and inspection of the use of loan funds and borrower’s operational and financial activities;
(7) The borrower’s change in the use of the loan proceeds without the prior consent of the bank, or misappropriation of loan funds, or engagement in illegal or irregular transactions;
(8) The borrower’s providing of false materials or withholding of important financial or operational facts;
(9) The borrower’s transfer of assets, retrieval of capital, denial of indebtedness;
(10) The borrower’s being considered a “group account” according to the “Commercial Bank Group Guidelines for Customer Credit Risk Management Business,” or other relevant laws and regulations through related party transactions;
(11) The borrower’s violation of the contractual commitments stipulated in the contract;
(12) A guarantor is in critical shortage of working capital or encounters a major operational difficulty, which negatively affects the guarantor’s ability to guaranty the loan;
(13) Any pledged object is damaged or lost, which jeopardizes the security and rights of the bank;
(14) The emergence of any other circumstance that the bank determines may affect the bank’s ability to collect on the loan or harm the bank’s rights and benefits;
(15) The borrower’s failure to perform any obligations in a specific business contract.
Clause 10 After signing the contract, Party A can apply to adjust specific line of credit in writing. After the written consent of Party B, the contract can be adjusted, and not subject to the constraints. The written application and written consent are considered to the modification of the part 3, which has the same power of the contract.
Part 7 Guarantee
Clause 11 In order to ensure that claims under this agreement are satisfied, take the following guaranty methods:
The guarantor Springpower Technology (Shenzhen) Co., Ltd, Huizhou Highpower Technology Co., Ltd, and Icon Energy System Co., Ltd. And Pan Dangyu signed “Guaranty Contract of Maximum Amount”, which number is “GB78191506001-1、GB78191506001-2、GB78191506001-3、GB78191506001-4” with Party B.
Clause 12 In spite of agreed guaranty method, when both parties are involved in specific business, if Party B deems necessary, Party B also has the right to require other guarantees from Party A. Party A cannot refuse the requirement because of agreed guarantee in this part.
Part 8 Commitment of Party B
Clause 13 Party A applies to use the specific credit in accordance with the agreement; Party B should examine and notice the result to Party A in time.
Part 9 Commitment of Party A
Clause 14 Party A should pay off the debt and fees on time according to the specific business credit.
Clause 15 The using of fund under the specific contract should follow the provisions of the law and the agreement, and accept Party B's examination at any time.
Clause 16 During the period of credit, Party A should submit to Party B true financial statements, truthfully provide major domestic bank, bank account, deposit and loan balance and other relevant information of the operating conditions.
Clause 17 If Party A is considered as a Group Account according to the "Commercial Bank Group guidelines for customer credit risk management business", or other relevant laws and regulations. During the credit period, Party A shall promptly report to Party B about more than 10% of net assets associated with the transaction, including but not limited to:
(1) The parties to the transaction of the association;
(2) Trading program and nature of the transaction;
(3) The amount of the transaction or the corresponding ratio;
(4) Pricing policies (including no amount or only nominal amounts of transactions)
(5) Requirements of laws, regulations or other circumstances required by Party B.
Clause 18 During the period of credit, Party A should notice Party B in advance when providing guarantee for third party, which can not affect the ability to pay off debt.
Clause 19 During the period of credit, Party A has the following obligation:
(1) If the legal representative or legal residence, place of business, or the registered capital of a major investment in equity change, Party A shall notice to Party B within 15 days from the date of change and provide the relevant information.
(2) During the credit period, Party A involves in significant litigation, arbitration or other judicial proceedings, administrative punishment procedures, or a significant change in operating conditions and financial condition, which may affect the realization of Party B’s debt, Party A shall notify Party B immediately.
(3) During the credit period, any activities of assets reorganization (such as mergers, acquisitions, discrete), or changes of business, or activities changes the organization, operation mode, or dissolution, bankruptcy application, should notify Party B two months in advance, and should pay off all the debts of Party A or perform the debt responsibilities.
Clause 20 If Party A fails to the rule of any specific business contract, then it can be deemed to breach the agreement, and Party B has the right to end the agreement and require all outstanding claims.
Any damages to Party B caused by Party A’s breach of contract, Party A should assume full obligations.
Part 10 Effect of Contract
Clause 21 This contract comes into effect when it signed by both parties’ the legal representative or agent or sealed and stamped.
Part 11 Disputes and Resolution
Clause 22 If two parties have a dispute, amicable settlement is accepted firstly. Necessary action is needed if the consultation fails, either party may apply to the local court.
Part 12 Integrity of the Contract
Clause 23 Every specific business contract signed by Party A and Party B is the effective part of this agreement, which make up integrity agreement.
Clause 24 If Party A fails to perform the provisions of any specific business contract, then it can be deemed to breach the agreement, and Party B has the right to end the agreement and require all outstanding claims.
Clause 25 Agreed by Party B, Party A can authorize all or part of the line of credit under this agreement to other units to use, and name of the unit is authorized to enter into with the relevant specific business contract signed with Party B, the specific content shall prevail by "credit line to use the power of attorney" issued by Party A and approved by Party B.
Clause 26 In the "line of credit using the power of attorney" or "buy-back guarantee amount to use the power of attorney", it is not necessary to clear the specific business of the specific line of credit under Article 3.
Clause 27 Party A in the " power of attorney for using line of credit " must clarify whether the authorized organization can be delegated or not.
Clause 28 Matters not covered in this Agreement, the parties maybe reach a written agreement as an annex to this Agreement which is the integral part of this agreement, and has the same legal effect.
Part 13 Supplementary Provisions
Clause 29 This agreement is in duplicate, Party A has one copy, Party B has one copy, which have the same legal effect.
Clause 30 This agreement is signed on June 23, 2015 in Shenzhen.
Clause 31 The two parties agreed to notarize the contract and promise to give the contract enforceability. When the party fails to perform, do not fully comply with any legal obligations, Party B has the right to direct the people's court having jurisdiction for enforcement. Party A makes no objection to the enforcement application under the agreement. (Not applicable)
Clause 32 If at any time, any provision of this contract in any way becomes illegitimate, invalid or unenforceable, the legality, validity or enforceability of the other provisions of this contract is not affected.
Clause 33 Under this agreement In the event of bank acceptance bill business, "bank acceptance agreement" signed by______________________________ the specific operations undertaken by the Branch Office, all the rights and obligations under "banker's acceptance agreement" borne by ______________________________ (Not applicable)
Party A (Stamp)
Signature of legal representative or deputy:
Party B (Stamp)
Signature of legal representative or deputy: