Unassociated Document


    Summary
Translation of Maximum Mortgage Contract

    


    Note:  This
is not a comprehensive translation.

    


    Mortgagor
(“Party A”): Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd.

    Legal
Representative : Wu Zishen

    


    Mortgagee
(“Party B”): Hohhot Branch of China Citic Bank

    Legal
Representative: Sun Xiaofan

    


    Location
of Execution: Hohhot City      Date of Execution:
October 9, 2009

    


    Article 1
Definition

    
      	
              1.1

            	
              The
      maximum mortgage is the maximum amount between Party A and Party B to
      ensure the multiple debts of the debtor continuously occurred in a certain
      period. Party A provides Party B with the mortgage within the maximum
      amount. The aforesaid maximum amount is the total outstanding balance of
      the debts (including the contingent debts) that debtor owed to Party
      B.

            


    

    


    Article 2
Principal Debts under Mortgage

    
      	
              2.1

            	
              The
      principal under the mortgage is a series debts occurred by Party B’s
      extending credit line to Party A commencing October 9, 2009 to October 9,
      2010. The maximum mortgage amount under this agreement is
      RMB20,000,000.

            


    

    


    Article 3
Collateral

    
      	
              3.1

            	
              The
      collateral Party A provided to Party B is the land and premises set forth
      in the Appendix “Collateral List”. The estimated current value of the
      collateral is RMB51,091,311, the percentage of the mortgage coverage is
      40%.

            


    

    


    Article
4  Scope of Collateral

    
      	
              4.1

            	
              The
      scope of collateral includes the principal, interest, penalty interest,
      compound interest, penalty, compensations, and expenses to exercise the
      rights to claim the debts, including but not limited to legal fees,
      appraisal fees, foreclosure fees and other
  expense.

            


    

    


    Article 5
Duration of Exercise Mortgage Rights

    
      	
              5.1

            	
              The
      exercise of the mortgage shall be within the statute of limitations of the
      principal debts.

            


    

    


    Article 6
Representations and Warranties of Party A

    
      	
              6.1

            	
              It
      is legally incorporated under the laws of the People’s Republic of China
      and has right and ability to execute and perform this agreement; Party A
      obtained all of the necessary internal and external approvals and
      permissions with regard to executing and performing the
      agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2

            	
              Party
      A owns full, valid, legal ownership or rights of disposition of the
      collateral under this agreement. No disputes existing in regard to the
      collateral under this agreement, and such collateral are not seized,
      monitored or mortgaged.

            


    

    
      	
              6.3

            	
              Party
      A fully understands and agrees with all of provisions set forth in the
      principal contract, and voluntarily provided the collateral for the
      debtor.

            


    

    
      	
              6.4

            	
              The
      mortgage shall not be under any limitations or cause any illegal
      circumstance.

            


    

    
      	
              6.5

            	
              All
      of the information of the collateral provided by Party A shall be true,
      legal, accurate and complete.

            


    

    
      	
              6.6

            	
              Party
      A warrants: in the event the debtor of the principal contract fails to
      fulfill the debt obligations or the events of realization of the mortgage
      right occurs, Party B may requests Party A bear the liability within the
      scope of mortgage, notwithstanding the debts under the principal contract
      is ensured by other collateral.

            


    

    


    Article 7
Rights and Obligations of Party A

    
      	
              7.1

            	
              Party
      A shall provide Party B with the certificate of collateral and other valid
      documents.

            


    

    
      	
              7.2

            	
              Party
      A shall notify Party B in writing within 30-days upon the occurrence of
      the events adversely affected Party B’s rights and interests of the
      mortgage rights, including but not limited to the occurrence of
      re-organization, merger, split, co-operating business, joint venture,
      change in share-holding and other actions could affect the material change
      in regard to the management and operation of Party
  A.

            


    

    
      	
              7.3

            	
              Party
      A shall send a 3-day written notice upon the occurrence of its cessation
      of business, dissolution, bankruptcy and other event may adversely affect
      Party A.

            


    

    
      	
              7.4

            	
              In
      the event the occurrence of Article 7.2 and 7.3, Party A shall bear all of
      the mortgage liabilities under this
agreement.

            


    

    
      	
              7.5.

            	
              Without
      prior written consent of the Party B, Party A shall not lease, transfer,
      re-mortgage, gift or entrust or dispose of the
  collateral.

            


    

    
      	
              7.6

            	
              Party
      A shall immediately inform Party B, in the event the collateral is seized,
      or other similar situations.

            


    

    
      	
              7.7

            	
              After
      the debtor repay the debts under the principal contract, Party A is
      entitled to cancel the mortgage under this
  agreement.

            


    

    
      	
              7.8

            	
              In
      the event Party A lease the collateral, it shall inform Party B prior to
      the execution of this agreement.

            


    

    


    Article 8
Rights and Obligations of Party B

    
      	
              8.1

            	
              Party
      B shall be entitled to dispose of this the collateral in the event the
      debtor does not fulfill its obligation to repay the debts when
      due.

            


    

    
      	
              8.2

            	
              In
      the event the proceeds of disposing of collateral is not adequate to repay
      the full debts, Party B is entitled to claim the deficiency to the
      debtor.

            


    

    
      	
              8.3

            	
              Party
      B shall assist Party A to cancel the registration of the collateral, when
      the debts are fully repaid.

            


    

    
      	
              8.4

            	
              Party
      B and the debtor under the principal contract agree to change the
      principal contract, except for extension and increase of the amount of the
      debts, such changes shall not require the consent of Party
    A.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article 9
Maintenance and Use of Collateral

    
      	
              9.1

            	
              Party
      A is obligated to maintain the
collateral.

            


    

    
      	
              9.2

            	
              In
      case the value of the collateral may decreases, Party A shall promptly
      notify Party B. Party A shall regain the value of the collateral as
      requested by Party B, or provide the corresponding collateral equal to the
      decrease of value.

            


    

    


    Article
12 Breach Liability

    
      	
              12.1

            	
              In
      the event any party does not perform or partially perform its obligations
      under this agreement, it shall bear the breach
  liabilities.

            


    

    
      	
              12.2

            	
              The
      representations and warranties made by Party A in Article 6 is untrue,
      inaccurate, or misleading and causes damages and losses to Party B, Party
      A shall compensate such damages and
losses.

            


    

    
      	
              12.3

            	
              In
      the event the agreement is void due to Party A’s negligence, Party A shall
      compensate Party B’s loss within the mortgage
  scope.

            


    

    
      	
              12.4

            	
              In
      the event the occurrence of any of the following events, Party B shall
      exercise the mortgage right. Party A is entitled to receive the penalty
      calculated according to the interest rate set forth in the agreement and
      the deferral days, in the event Party B does not issue the loan in
      accordance with the agreement.

            


    

    
      	
              12.4

            	
              Party
      B is entitled to accelerate the principal an interest under the loan and
      set off the debts under this agreement by directly withdrawing the funds
      in the account Party A opened with Party B, if any of the following events
      occur:

            


    

    
      	
              12.4.1

            	
              The
      principal debts become due and Party A is not
  repaid;

            


    

    
      	
              12.4.2

            	
              The
      debts of the principal contract become due prior to its maturity, and
      Party B is not repaid;

            


    

    
      	
              12.4.3

            	
              Party
      A ceases its business, suspends its operation, bankruptcy, or its business
      license is suspended;

            


    

    
      	
              12.4.4

            	
              Party
      A violates the obligations set forth in Article
  7.4;

            


    

    
      	
              12.4.5

            	
              Party
      A is unable to maintain a good condition of the collateral, or the
      situation under Article 9.2 occurs, and Party A refuses to provide
      collateral in accordance with Article
9.2;

            


    

    
      	
              12.4.6

            	
              Other
      events may cause damages and losses to Party
B;

            


    

    
      	
              12.4.7

            	
              Party
      A violates Article 7.10.

            


    

    


    Article
15 Governing Law

    Governing
Law: the laws of People’s Republic of China

    


    Article
16 Dispute Resolution

    Any
dispute arising from and in connection with this agreement shall be submitted to
the People’s Court

    


    Party A:
Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd.

    Legal
Representative:    (with the signature and corporate
seal)

     

    Party B:
Hohhot Branch of China Citic Bank

    Legal
Representative:     (with the signature and corporate
seal)