Working Capital Loan Contract


 


(This Is a Selective and Summary Translation
for Reference Only)


 


Borrower:           Inner Mongolia
Yongye Nongfeng Biotechnology Co., Ltd.


 


Lender:               Shanghai
Pudong Development Bank, Hohhot Branch


 


The Borrower has the need to manage cash
flow and applies to the Lender for a working capital loan. The Lender agrees to issue a loan under the terms and conditions set
forth herein. Pursuant to the applicable law of the People’s Republic of China, the two parties have entered into this loan
contract as follows.


 


This contract is an independent loan document
between the Borrower and the Lender.


 


Part I    Commercial
Terms


 


1.          Loan
Type:           Short-term working capital loan


 


2.          Loan
Amount:     Thirty-Five Million Yuan (RMB 35,000,000.00)


 


3.          Purpose
of the Loan: __________________________________


 


4.          Term
of the Loan: One year (starting from the first withdrawal of the loan)


 


The actual loan withdrawal and repayment
dates are to be specified on the loan document (IOU) between the two parties. The last loan repayment date shall not be later than
the term of the loan specified herein. All loan documents are inseparable part of this contract.


 


5.          The
interest rate on the loan hereunder is 7.8% (calculated at 30% of the benchmark annual rate for the same term and same type of
loan published by the People’s Bank of China (“PBC”).


 


The interest is settled monthly, with the
20th of each month as the settlement date.


 


If PBC adjusts the benchmark annual rate
before the loan hereunder is released, then such benchmark annual rate on the date of the release of the loan hereunder shall apply
to the calculation of the interest rate on the loan hereunder; if PBC adjusts the benchmark annual rate after the loan hereunder
is released, then the interest rate on the loan hereunder will be adjusted on the monthly basis, starting on the 21st
of each month.


 




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6.            The
penalty interest rate hereunder is an additional 50% on the top of the interest rate of the loan.


 


If the loan is used for purposes other than
that stated herein, the penalty interest rate hereunder is an additional 50% on the top of the interest rate of the loan starting
from the day when the loan is misused.


 








7.            The
withdrawal period for the loan hereunder is:


 


[Not specified]


 


8.            The
withdrawal schedule for the loan hereunder is:


 


[Not specified]


 


9.            The
repayment schedule for the loan hereunder is:


 


[Not specified]


 


10.          The
penalty for repayment of the loan in advance:


 


(N/A)


 


11.          The
minimum amount of principal for early repayment:


 


(N/A)


 


12.          Setting
up of account(s):


 


(N/A)


 


13.          If
the recipient of the payment is specific and the amount of a single payment exceeds ¥1,000,000.00, then the lender trustee
payment method should be used.


 


14.          The
Borrower agrees to provide a guarantor for the loan hereunder: Inner Mongolia Dingxin Guarantor Company Limited, and the Guarantee
Contract number is ________.


 


15.          Handling
of Breach


 


The amount of penalty for any breach is
10% of the loan principal or RMB 3,500,000.00.


 


16.         The
appendices to this contract include:


 


[Not specified]


 


17.         Other
matters.


 


[Not specified]


 









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18.         This
contract has 5 counterparts, with one to the Borrower, one to the Lender and the remaining three to other parties, and all have
the same legal effect.


 


Part II General Provisions


 


Article   1            Borrowing


 


1.          The
Borrower irrevocably agrees and acknowledges that the withdrawal of the loan hereunder is at all times subject to the full discretion
of the Lender; that the loan is subject to the Lender’s review, at the dates set by the Lender or periodically, for determination
whether the loan should be continued; and that, other previsions herein or elsewhere notwithstanding, the Lender has the right
to demand any time that the Borrower immediately repay the loan. The Lender also has the right to immediately terminate or suspend
the loan in part or in full without the obligation to notify the Borrower in advance.


 


2.          The
loan hereunder must be used for the purpose stated herein.


 


Article   2            Interest
Rate on the Loan and the Interest Calculation Method


 


1.          The
interest is calculated on the actual number of days the loan is used, starting from the loan release date.


 


2.          The
Lender has the right to charge the Borrower a past-due interest on the portion of the loan principal that has not been repaid until
the full repayment of such loan and interest.


 


3.          If
the loan is used for purposes other than stated herein, the Lender has the right to charge the Borrower a penalty interest at the
penalty rate on that portion of the loan on the basis of the actual number of days such loan is misused, until the full repayment
of such loan and interest.


 


4.          The
Lender will charge compound interest if the Borrower fails to pay interest (including normal interest, past-due interest and penalty
interest) on time starting from the past-due date.


 


5.          Open-market
interest rate or market collapse


 


If, after the release of the loan hereunder,
the PBC adopts the open-market interest rate policy, then the Borrower and the Lender must negotiate to determine the interest
rate for the loan hereunder.


 




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Article   3             Withdrawal
of the Loan


 


1.            Prior
to the first withdrawal of the loan, the Borrower must satisfy the following conditions:


 


(1)         The
Borrower has submitted the loan withdrawal application, loan IOU and other relevant documents at the time and in the manner specified
herein;


 


(2)         This
contract and the corresponding guarantee contract(s) have been executed and remain in effect, and the guarantee has been duly established;


 


(3)         The
Borrower has provided valid business license, company charter and most recent financial reports;


 


(4)         The
Borrower has provided the resolutions from its board or shareholder general meetings regarding the loan;


 


(5)         The
Borrower has set up bank accounts with the Lender at the Lender’s request;


 


(6)         The
Borrower has performed the obligations specified herein and there are no events of breach or violation listed herein.


 


(7)         The
Borrower has submitted other documents and satisfied other conditions as requested by the Lender from time to time.


 


2.           After
the first withdrawal, the Borrower must satisfy the following conditions:


 


(1)         The
Borrower has submitted the loan withdrawal application, loan IOU and other relevant documents at the time and in the manner specified
herein;


 


(2)         The
Borrower has performed the obligations specified herein and there are no events of breach or violation listed herein.


 


(3)         The
Borrower has submitted other documents and satisfied other conditions as requested by the Lender from time to time.


 


3.           Withdrawal
of the loan


 


(1)         The
Borrower must withdraw the loan at one time or in installments according to the withdrawal schedule and submit the loan withdrawal
application 3 bank business days prior to the withdrawal date to the Lender.


 


(2)         If
the Borrower needs to change the loan withdrawal date, the Borrower must obtain approval from the Lender 3 bank business days prior
to the withdrawal date and be responsible for any interest loss suffered by the Lender.


 


(3)         If
the Borrower desires to cancel in part or in full the amount of the loan that has not been withdrawn, the Borrower must submit
an application to the Lender 3 bank business days prior to the withdrawal date or to the expiry date of the withdrawal period and
obtain the Lender’s approval.


 




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(4)         If,
on the pre-determined withdrawal date or during the withdrawal period, the Borrower fails to process withdrawal procedures or to
submit an application for postponement of the withdrawal, the Lender may notify the Borrower and request that Borrower completes
such procedures within 3 bank business days; otherwise, the Lender has the right to cancel the loan not withdrawn.


 


(5)         The
provisions above notwithstanding, as long as the loan has not be released, the Lender has the right to decline the Borrower’s
application at any time and cancel in part or in full the loan hereunder.


 


Article   4             Setting
Up and Management of Accounts


 


1.          At
the time of executing this contract, the Borrower should have already set up a general settlement account, a capital return account,
and a working capital loan special account (if any). The Borrower agrees that the Lender will monitor these accounts.


 


2.          If
there is no working capital loan special account, the general settlement account should be used to verify the loan withdrawal and
loan repayment.


 


3.          The
Borrower acknowledges that the capital return account hereunder will be the incoming account and the repayment fund preparation
account.


 


The Borrower promises that, on each of the
loan repayment date and interest settlement date and within 3 days prior to such dates, the fund balance in the Borrower’s
capital return account will not be lower than the amount of the loan principal and interest due; otherwise, the Borrower agrees
that the Lender may decline or restrict the release of other amount of the loan to ensure that there is sufficient balance in such
capital return account for the repayment of the loan principal and interest due.


 


The Lender has the right to conduct monitoring
on such capital return account and will investigate or take appropriate measures in the case of irregularities of fund flow in
such account.


 


Article   5           Payment
Oversight


 


1.          The
Borrower agrees that the Lender has the right to monitor and control the payment of the loan funds through the lender trustee payment
method or/and the borrower discretionary payment method to ensure the proper use of the loan.


 


The lender trustee payment method means
the payment of the loan amount by the Lender according to the Borrower’s application and entrustment to the Borrower’s
trading partner(s) for the purpose specified herein.


 




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The borrower discretionary payment method
means the payment by the Borrower at its discretion to its trading partner(s) for the purpose specified herein after the deposit
of the loan amount according to the Borrower’s application by the Lender in the Borrower’s account.


 


2.          The
Borrower agrees that, if the business relationship between the Borrower and the Lender is new, or the recipient of the payment
is specific and the amount of single payment exceeds that specified herein, or in other situations specified by the Lender, the
lender trustee payment method should be used.


 


If the lender trustee payment method is
used, the Lender has the right to conduct review on the purpose of the loan and other information before making payment of any
loan amount to the Borrower’s trading partner(s).


 


3.          At
the time of applying to the Lender for external payment of the loan amount, the Borrower must provide documents requested by the
Lender, including but not limited to the following:


 


(1)         Documents
of evidence proving that such payment is for the purpose of the loan stated herein;


 


(2)         Commercial
contracts and other written documents evidencing the Borrower’s payment obligation;


 


(3)         Corresponding
invoices or receipts;


 


(4)         Valid
and effective payment notes;


 


(5)         Other
documents requested by the Lender.


 


4.          If
no working capital loan special account is set up, the Borrower must submit a withdrawal application to the Lender 3 days prior
to the proposed withdrawal date and specify the payment method. The Lender will review if the documents meet the payment conditions
set forth herein and make a determination on the payment method to be used.


 


If a working capital loan special account
is set up and the lender trustee payment method is used, the Borrower must submit a withdrawal application 3 bank business days
prior to the proposed payment date for the Lender to review and approval. If the borrower discretionary payment method is used,
the Borrower must submit a withdrawal application 3 bank business days prior to the proposed payment date for the Lender to review
and verify if the payment conditions are satisfied.


 


5.          If
the borrower discretionary payment method is used, the Borrower must provide a report on the payments of the loan each month to
the Lender for review and verification.


 


6.          The
Borrower acknowledges that, if there is any wiring fee for the payment of the loan amount incurred by the Lender, the Lender has
the right to deduct such fees directly.


 




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7.          During
the course of releasing and paying the loan amount, if the Lender discovers any of the following, the Lender has the right to demand
additional conditions for loan withdrawal and payment change the loan payment method, or suspend the release and payment of the
loan:


 


(1)         Deterioration
of credit worthiness;


 


(2)         Weakening
of the profit making ability of the Borrower’s major business;


 


(3)         Abnormalities
in the use of the loan.


 


Article   6            Repayment
of the Loan


 


1.          The
Borrower must pay the interest and other relevant fees and repay the loan hereunder according to the repayment schedule, and the
Borrower irrevocably authorizes the Lender to deduct the corresponding amount from the Borrower’s accounts on such repayment
date.


 


2.          If
the Borrower desires to repay the loan ahead of schedule, the Borrower must submit a written notice to the Lender 10 bank business
days prior to the repayment date for approval.


 


  If approved, the amount of such early repayment
is considered due ahead of schedule and the Lender still has the right to charge a one-time penalty fee.


 


3.          Interest
on the amount repaid early is calculated on the actual number of days the loan amount is used and must be paid along with the principal.


 


4.          If
the Borrower is unable to repay the loan for legitimate reasons, the Borrower must submit an application for loan extension 30
bank business days prior to the repayment date and prepare the necessary documents for the processing of such extension. If there
are any guarantee or pledge contracts hereunder, the Borrower must also provide written consent from the guarantor or pledgor.
If the Borrower fails to submit such application for extension or if the Lender does approve such application, the loan amount
in question will be treated as delinquent loan.


 


Article   7            Representations
and Warranties


 


The Borrower makes the following representations
and warranties and warrants that such representations and warranties will remain in effect during the effective term of this contract.


 


1.          The
Borrower is an independent legal entity and has power and capacity to perform the obligations hereunder and assume civil liabilities.


 




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2.          The
Borrower has the power to execute this contract and has obtained all due approval and authorization necessary for the execution
of this contract. This contract is the true expression of its intent and is binding to the Borrower.


 


3.          The
execution and performance of this contract will not violate any applicable law or regulations, any judicial order or judgment and
will not conflict with any other contracts or agreements to which the Borrower is a party.


 


4.          The
Borrower warrants that financial statements and other documents are in compliance with the law of the People’s Republic of
China and truthfully reflect its operations and financial conditions, and that the such documents and information on from its guarantors
or pledgers i are valid, truthful and accurate without any concealment or omission.


 


5.          The
Borrower promises that the Borrower will continue to be truthful during the performance of this contract and provide authentic,
valid, accurate and complete information and documents to the Borrower without any concealment or omission.


 


6.          The
Borrower promises to complete all the registration and filing procedures necessary for the validity and performance of this contract.


 


7.          As
of the date of the most recent audited financial report, there has been no material adverse change in its operation and financial
conditions.


 


8.          The
Borrower will comply with all the applicable law and conduct its business within the approved scope of operation. The Borrower’s
business is legitimate and the Borrower has the ability to continue its operation and has legitimate income to repay the loan.


 


9.          The
Borrower will not waive any of its creditor’s claims and will not dispose of its major assets without compensation or by
any other inappropriate means.


 


10.         The
Borrower has disclosed all the material facts and circumstances, such as necessary for the Lender for consideration of approval
of the loan, of which it is aware of or should have known to the Lender.


 


11.         The
Borrower acknowledges that it has not and will not been delinquent in any payment, including but not limited the payment of its
employees’ salary and medical/disability benefits and compensation.


 


12.         The
Borrower warrants that it has sound credit and has no unfavorable records.


 


13.         The
Borrower warrants that there are no other circumstances or events that will have material adverse effect on the Borrower’s
ability to perform this contract.


 


Article   8            Other
Stipulated Matters


 


The Borrower and the Lender stipulate the
following:


 




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1.          The
Borrower promises to operate its business in compliance with the law and use the loan only for the purpose stated herein. The Borrower
will provide relevant financial reports periodically at the Lender’s request and assist the Lender in its monitoring of the
use of the loan and the Borrower’s operation.


 


2.          The
Borrower must pay the interest on the loan and repay the loan principal at the time, in the amount and in the currency set forth
herein, loan applications and loan documents.


 


3.          The
Borrower promises to provide additional new guarantee acceptable to the Lender upon the occurrence of any event that will have
a material adverse effect on the guarantor’s financial situation and its ability to provide guarantee.


 


4.          The
Borrower promises not to undertake any of the following prior to obtaining the Lender’s written consent:


 


(1)         The
sale, gifting, lease, transfer, pledge or mortgage or disposition by any other means of its major assets, either in full or in
part;


 


(2)         Subcontracting,
leasing, joint operation, external investment, restructuring, M&A, joint venture, spin-off, equity transfer, substantial increase
of debt financing, establishment of subsidiaries, property transfer, reduction of capital, ceasing of operation, dissolution, filing
for bankruptcy, reorganization or any other activities that may impact the Borrower’s ability for repayment.


 


(3)         Making
amendment to the company charter or other organization documents or change of the scope of operation or major business.


 


(4)         Providing
guarantee to a third party, such that it will have a material adverse effect on the Borrower’s ability to perform its obligations
hereunder.


 


(5)         Repayment
of other long-term debt ahead of schedule.


 


(6)         Entering
into other agreements/contracts that will have a material adverse effect on the Borrower’s ability to perform its obligations
hereunder.


 


5.          The
Borrower promises that, upon the occurrence of any of the following events, the Borrower will notify the Lender immediately and
deliver the original of such notification within 5 bank business days of such occurrence:


 


(1) Any event that has caused the representations and
warranties made herein to be untrue, inaccurate or invalid.


 


(2)         Involvement
of the Borrower or its controlling shareholder/control person or its subsidiaries in any litigation or arbitration; any seize,
freeze or enforcement action on or withholding of its assets; or involvement of its senior officers or directors in any litigation
or arbitration or enforcement action.


 




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(3)         Any
change of the Borrower’s legal representative, chief responsible person or accounting officer, or any change in the Borrower’s
business name, location, address or contact information.


 


(4)         Being
the object of other creditor’s filing for reorganization, being forced to file for bankruptcy, or being dissolved by superior
authorities.


 


(5)         Other
major events that will have a material adverse effect on the Borrower’s ability to perform its obligations hereunder.


 


6.          The
Borrower promises that it will not violate the order of repayment to repay other debts and that it will not enter into any other
contracts that will subordinate the loan hereunder.


 


7.          The
Borrower will make all efforts to pay the interest and repay the loan in the same currency and will be responsible for all currency
conversion expenses.


 


8.          Upon
the occurrence of any material event regarding the guarantee hereunder, the Borrower must provide additional guarantees acceptable
to the Lender at the Lender’s request. Such material events include but are not limited to the guarantor’s ceasing
of operation, dissolution, filing for bankruptcy, reorganization or having its business license or permit cancelled or revoked,
involvement of the guarantor’s senior officers or directors in any litigation or arbitration or enforcement action, the reduction
in value of the security used in the guarantee or the freeze on such security, any breach under the guarantee contract or the request
of the guarantor to dissolve the guarantee.


 


9.          The
Lender has the right to conduct on-site or off-site due diligence regarding the Borrower’s financial condition and operations
and monitor the use of the loan.


 


10.         Based
on the situation of the Borrower’s capital return, the Lender has the right to take back the loan amount hereunder ahead
of the schedule.


 


11.         Special
provisions concerning “Group” customers.


 


[N/A]


 


Article 9              Provisions
Regarding Deduction


 


1.          The
Borrower agrees that, at the time when any portion of the loan hereunder is due, the Lender has the right to deduct the funds directly
from the Borrower’s general settlement account and/or capital return special account with the Lender to repay the loan due.
If the funds in such accounts are not sufficient, the Lender has the right to deduct funds from any other accounts the Borrower
has with the Lender.


 




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2.          Unless
there are regulations from the State authorities to the contrary, such funds deducted will first apply toward the payment of any
fees payable by the Borrower, then toward the interest due and, lastly, toward the past-due loan.


 


3.          If
the currency of such funds deducted is different from that of the loan, the repayment will be handled in the following manner:


 


[N/A]


 


Article   10          Proof
of the Creditor’s Claims


 


Based on its long-standing business practice,
the Lender will maintain accounting items regarding the business activities hereunder on its accounting books as proof of the lending
amount. The Borrower accepts that such accounting items are the basis for the valid proof of the creditor’s claims.


 


Article   11          Notices
and Their Delivery


 


1.          The
notices sent by one party to the other party must be delivered to the address listed herein (until any notification of change of
address is received) and are considered to have been delivered 7 bank business days after they are sent by post, on the receipt
signature day of the receiving party if sent by courier, and immediately if sent by fax or email.


 


2.          The
Borrower agrees that any summons and notification arising from litigation against it will be considered served if as long as they
are sent the address listed herein.


 


Article   12        Contract
Effectuation, Amendment and Dissolution


 


1.          The
contract shall become effective upon its execution by the respective representatives of both parties.


 


2.          After
the contract has become effective, neither party can modify, change or dissolve this contract without prior consultation and agreement
with the other party.


 


Article   13          Events
of Breach


 


1.          Events
of Breach


 


The occurrence of any of the following constitutes
a breach on the part of the Borrower:


 




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(1)         Any
of the representations and warranties made herein by the Borrower, or any notification, authorization, approval, certificates or
other documents in connection or serving as the basis of this contract prove to be incorrect at the time of their being made or
misleading, invalid or have been cancelled.


 


(2)         The
Borrower has violated any provisions listed in “Other Matters” of Part I or in Article 8 of Part II.


 


(3)         Any
occurrence of cross breach, including but not limited to the breach by the Borrower of other loan contracts and agreements to which
it is a party.


 


(4)         The
withdrawal of capital, diversion of funds or unauthorized transfer of equity by the Borrower’s investor(s).


 


(5)         The
guarantor has lost, or will no longer have, its ability to provide guarantee or has violated other guarantee documents.


 


(6)         The
Borrower’s guarantor’s ceasing of operation, going out of business, dissolution, filing for bankruptcy, reorganization
or having its business license or permit cancelled or revoked.


 


(7)         Deterioration
of the Borrower’s or the guarantor’s financial situation, major difficulty in the Borrower’s or the guarantor’s
business operation or other events that will have a material adverse effect on their business operation or ability to perform its
obligations hereunder.


 


(8)         Involvement
of the Borrower or its controlling shareholder, actual control person or its subsidiaries in any litigation or arbitration; any
seize, freeze or enforcement action on or withholding of its assets; or involvement of its senior officers or directors in any
litigation or arbitration or enforcement action.


 


(9)         The
use of the loan for any purposes other than that stated herein or failure to repay the loan according to the provisions herein.


 


(10)        Any
document or information provided in connection with the loan application is false or misleading.


 


(11)        Incompliance
with the relevant accounting indices provided herein.


 


(12)        Abnormality
of flow of funds in the Borrower’s general settlement account or capital return special account.


 


(13)        Other
activities by the Borrower in violation of this contract that will affect its normal performance of this contract.


 




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2.          Handling
of Breaches


 


(1)         Upon
the occurrence of any of the breach events mentioned above, the Lender may take one or more of the following measures:


 


Request rectification by the Borrower;
cancel or suspend the release of the portion of the loan that has not been used and released; declare the loan hereunder immediately
due in full or in part and demand immediate repayment by the Borrower; charge a penalty on the delinquent or missed loan and charge
compound interest; make direct deductions from any of the Borrower’s accounts with the Lender; request addition loan release
payment conditions or change the loan payment method; demand additional guarantee; and other measures allowed by law.


 


(2)         In
addition to the afore-mentioned measures, the Lender may also demand that the Borrower assume liability for its breaches and that
the Borrower pay default penalty.


 


(3)         If
the Borrower fails to repay loan principal and pay interest on time, the Borrower must also be responsible for all the fees and
expenses incurred by the Lender in the course of realizing its creditor claims.


 


Article   14          Other
Provisions


 


1.          Definition


 


(1)         The
so-called “creditor claims” herein mean the loan principal, interest, default penalty and all other fees incurred in
the realization of the creditor’s claims.


 


(2)         The
“interest” hereunder includes interest, penalty interest and compound interest.


 


(3)         “Bank
business day” means the day when the Lender is open for business at its location, excluding Saturday, Sunday and other statutory
holidays.


 


2.          Applicable
Law


 


This contract is governed by the law of
the People’s Republic of China (for the purpose of this contract, excluding those of Hong Kong, Macau and Taiwan) and must
be interpreted accordingly.


 


3.          Resolution
of Dispute


 


Any dispute arising from this contract must
be resolved through consultation between the two parties; if such consultation fails, such dispute should be submitted to the people’s
court at the Lender’s location for resolution. All other provisions not in dispute must continue to be performed.


 




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4.            Miscellaneous


 


(1)         Other
matters not covered herein may be added in Part I of this contract or provided in a supplemental agreement in writing, which will
be an inseparable part of this contract and have the same legal effect.


 


(2)         During
the effective period of this contract, the Lender’s delay of certain actions toward any breach by the Borrower should not
affect, harm or limit the Lender’s rights and interests hereunder or under the law, nor should it be construed as acquiescence
of such breach by the Lender. Such delay shall not be considered the waiver by the Lender of taking such actions in the future.


 


(3)         The
invalidity of one provision of this contract does not affect the validity of others. Should this contract become invalid, regardless
of the reason, the Borrower must still be responsible for repaying all the debts hereunder.


 


(4)         The
Lender may transfer some or all of its rights and/or obligations hereunder; in such circumstances, the transferee will assume all
the rights and/or obligations as the Lender with regard to the Borrower.


 


(5)         Unless
there are specific explanations elsewhere, the terms and expressions used in the appendices hereto have the same meaning as those
used herein.


 


(6)         The
headings used herein are for reference only.


 


(Below is left intentionally blank)


 




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This contract is executed on November 13,
2012.


 


Party A:       
(Seal or Special Business Seal)


/seal/ Inner Mongolia Yongye Nongfeng Biotechnology
Co., Ltd.


 


Party B:        
(Seal or Special Business Seal)


/seal/ Shanghai Pudong Development Bank, Hohhot
Branch


Legal Representative:   /s/ XIE Zhengping


 


[Appendix 1: Loan Withdrawal Application under “Working
Capital Loan Contract”]


 


[Appendix 2: Certification of Enforceable Creditor’s Claims
Document]


 




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