Unassociated Document


     

    Summary
Translation of

    Loan
Agreement (Renminbi)

    


    Note:  This
is not a comprehensive translation.

    


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

    Legal
Representative : Wu Zishen

    


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

    Legal
Representative: Sun Xiaofan

    


    Location
of Execution: Hohhot City

    


    Date of
Execution: October 9, 2009

    


    


    Article I
Type of Loan

    
      	
              1.1

            	
              Short
      Term Loan

            


    

    


    Article
II Amount and Term of Loan

    
      	
              2.1

            	
              The
      amount of loan under this agreement is
  RMB20,000,000.

            


    

    
      
        	
                2.2

              	
                The
      term of loan under this agreement is commencing October 9, 2009 to
      September 26, 2010.

              


      

    

    


    
      Article
III Purpose of Loan

    

    
      
        	
                3.1

              	
                The
      purpose of loan under this agreement is for raw materials for productions.
      Without the written consent of Party B, Party A shall not change the
      purpose of loan.

              


      

    

    


    
      Article
IV Interest Rate and Interest of Loan

    

    
      
        	
                4.1

              	
                The
      interest rate under this agreement is the benchmark rate of the People’s
      Bank of China as of the execution date of this agreement, with the
      corresponding term of the loan under the agreement; it means that the
      interest rate under this agreement is
5.31%.

              


      

    

    
      
        	
                4.2

              	
                The
      interest rate of the loan under this agreement is fixed within the term of
      loan.

              


      

    

    
      
        	
                4.3

              	
                Formula
      of Interest Calculation: Commencing the actual drawdown date, the formula
      of interest calculation is as
below:

              


      

    

    Interest
Rate=Actual Outstanding Balance of Loan x Actual Days of Interest Calculation
Period x Yearly Interest Rate/ 360 days

    
      
        	
                4.4

              	
                In
      case the Loan is not repaid in the principal and interests once in whole,
      the first interest settlement date is October 20, 2009. The interest is
      calculated monthly, the interest settlement date is the 20th
      day of every month.

              


      

    

    


    
      Article
VI Repayment

    

    
      
        	
                6.1

              	
                The
      loan under this agreement shall be repaid in the manner as
      below:

              


      

    

    The
interest: periodically; the principal: repay upon the maturity of the
loan

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                6.4

              	
                In
      the event Party A needs to prepay the loan prior to its maturity, it shall
      prepare a irrevocable prepayment plan and submit such plan to Party B in
      writing, within 30 days prior to the planned prepayment day, and obtained
      the written consent of Party
B.

              


      

    

    


    
      Article
VII Extension of Loan

    

    
      
        	
                7.1

              	
                Party
      A shall submit an advanced 30-day written notice to Party B to request the
      extension of loan and shall obtain the written consent of Party
      B.

              


      

    

    


    
      Article
VIII Mortgage of Loan

    

    
      
        	
                8.1

              	
                The
      loan under this agreement is mortgaged by the mortgage agreement by and
      Between the mortgagor and Party
B.

              


      

    

    


    
      Article
IX Representations and Warranties of Party A

    

    
      
        	
                9.1

              	
                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;

              


      

    

    
      
        	
                9.2

              	
                All
      of the documents, financials, certificates and other information provided
      by Party A to Party B under this agreement are true, accurate, legal and
      valid.

              


      

    

    


    
      Article X
Rights and Obligations of Party A

    

    
      
        	
                10.1

              	
                Party
      A shall draw down and execute the loan in accordance with the agreed
      schedule and purpose set forth in the
Agreement.

              


      

    

    
      
        	
                10.2

              	
                Party
      A shall repay the interest and the principal of loan in accordance with
      the agreed schedule set forth in the
Agreement.

              


      

    

    
      
        	
                10.3

              	
                Party
      A shall provide the authentic, accurate financial information and other
      documents as requested by Party
B.

              


      

    

    
      
        	
                10.4

              	
                Shall
      Party A carry out conversion to share-holding system, 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, and may affect rights and
      interests of Party B hereunder, it shall send the 30-day written notice to
      Party B and obtain its written
consent.

              


      

    

    
      
        	
                10.5

              	
                Party
      A shall cooperate with the inspection and examination of Party
      B.

              


      

    

    
      
        	
                10.6

              	
                Without
      Party B’s prior written consent, Party A shall not transfer any debt
      obligations under this
agreement.

              


      

    

    
      
        	
                10.7

              	
                Party
      A shall submit an advanced 30-day written notice and obtained Party B’s
      written consent, in the event Party A transfers or leases the debt
      obligations under the agreement or dispose of its materials
      assets.

              


      

    

    
      
        	
                10.8

              	
                Party
      A shall notify Party B in writing within 3 days upon the occurrence or
      possible occurrence of the non-performance of this agreement, including
      but not limited to suspension of business, cessation of operations,
      dissolution, bankruptcy the decrease of the value of the collaterals under
      this agreement.

              


      

    

    


    
      Article
XI Rights and Obligations of Party B

    

    
      
        	
                11.1

              	
                Party
      B is entitle to inspect the operation of Party A and the use of
      loan.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                11.2

              	
                Party
      B is entitled to claim for the deficiency after Party B dispose of the
      collaterals to set off the debts under this
  agreement.

              


      

    

    
      
        	
                11.3

              	
                Party
      B shall issue the loan if Party A fulfills all of the obligations under
      this agreement.

              


      

    

    
      
        	
                11.4

              	
                Party
      B is entitled to request Party A to provide all of the necessary documents
      in regard to the review of the loan, an shall comply with its confidential
      obligations to the business, financial and production materials provided
      by Party A.

              


      

    

    


    
      Article
XII 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

              	
                Party
      B 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
      A does not draw down the loan in accordance with the
      agreement.

              


      

    

    
      
        	
                12.3

              	
                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

              	
                Party
      A does not repay the principal, interests and other payments in accordance
      with the agreement;

              


      

    

    
      
        	
              	
                12.4.2

              	
                Party
      A fails to perform any of its obligations under this
      agreement;

              


      

    

    
      
        	
              	
                12.4.3

              	
                Party
      A  provides Party B with false information, or omits material
      financial information;

              


      

    

    
      
        	
              	
                12.4.4

              	
                Party
      A ceases to repay the loan upon due or is unable or states that it is
      unable to repay debts;

              


      

    

    
      
        	
              	
                12.4.5

              	
                Party
      A cease its business, suspense its operation, bankruptcy, its business
      license is suspended or any lawsuits or legal proceedings that will have
      adverse effects;

              


      

    

    
      
        	
              	
                12.4.6

              	
                The
      business address or business scope of Party A changed and adversely affect
      Party B’s interests under this
agreement;

              


      

    

    
      
        	
              	
                12.4.7

              	
                The
      occurrence of the material financial loss or crisis of Party
      A;

              


      

    

    
      
        	
              	
                12.4.8

              	
                The
      financial situation and businesses of the controlling shareholders, or the
      affiliates of Party A have material
crisis;

              


      

    

    
      
        	
              	
                12.4.9

              	
                The
      industry of Party A has adverse
changes;

              


      

    

    
      
        	
              	
                12.4.10

              	
                Party
      A does not comply with the settlement or deposit procedures in accordance
      with the agreement;

              


      

    

    
      
        	
              	
                12.4.11

              	
                Party
      A change the purpose of the loan at its sole
  discretion;

              


      

    

    
      
        	
              	
                12.4.12

              	
                The
      management of Party A is suspected to commit material
      corruptions;

              


      

    

    
      
        	
              	
                12.4.13

              	
                Party
      A breach its other agreement entered with other
  creditors;

              


      

    

    
      
        	
              	
                12.4.14

              	
                The
      mortgagor of Party A breaches the mortgage
  agreement;

              


      

    

    
      
        	
              	
                12.4.15

              	
                Other
      events that may cause damages or losses of Party
  B;

              


      

    

    
      
        	
                12.5

              	
                Party
      B is entitled to the punitive interest calculated by the interest rate set
      forth in this agreement plus 50%, if any of the events set forth in
      Article 12.4 occurs.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                12.6

              	
                In
      the event Party A is unable to pay the interest on schedule, Party B is
      entitled the punitive interest based on the punitive interest rate set
      forth in Article 12.5

              


      

    

    
      
        	
                12.7

              	
                In
      the event Party A does not use the loan in accordance with the purpose,
      the punitive interest rate is the interest rate set forth in the agreement
      plus 100%.

              


      

    

    


    
      Article
XVI Governing Law

    

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

    

    


    
      Article
XVII 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)