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10.17 Irrevocable Maximum Guarantee Letter , dated April 15, 2011, issued to China

Merchant Bank, Jinan Branch, by Mr. Xuchun Wang , for a RMB 10 million loan.




Ref. 2011 Nian Zhao Ji 60 Bao Zi No. 21110403




Guarantor: Wang Xuchun




Loaner: China Merchants Bank, Jinan Branch




Borrower: Shandong Xiangrui Pharmacy Co., Ltd




To ensure the performance of the borrower’s obligations and the effectuation of the loaner’s rights
under the Credit Extension Agreement (Ref. 2011 Nian Zhao Ji 60 Zi No. 21110403) (Hereafter as
“main contract”) entered between and by the borrower and the loaner dated April 15, 2011, the
guarantor willing to bear the joint responsibility of guaranty as the maximum of RMB 10,000,000
Yuan from April 15, 2011 to April 14, 2012 under the main contract.



1. The Guaranty Contract is a Maximum Irrevocable Guaranty Contract.



1.1 The loaner could provide the loan to the borrower step by step and could grant other credit
extension to the borrower during the term of the main contract. Each loan under the main contract
shall be use for the specified purpose stipulated in each loan agreement.



1.2 The guarantor shall bear the joint responsibility in the guaranty scope when the Credit
Extension Agreement expired. The guarantor shall bear the joint responsibility in the guaranty
scope when the borrower is required to repay the loan by the loaner according to the main contract.



1.3 Any alteration of the main contract entered by the borrower and the loaner would be effective
without any permission of the guarantor or any notice to the guarantor. The guarantor’s joint
responsibility would not be influenced by the alteration.



1.4 Any alteration of the draft and letter of guarantee would be effective without any permission
of the guarantor or any notice to the guarantor. The guarantor’s joint responsibility would not be
influenced by the alteration.



2. Guaranty scope



The guaranty scope is the principal, interest, expense, default interest, damage, penalty, and
other cost under the main contract as the maximum of RMB 10,000,000 Yuan, includes but not limits
to fees of suit, fees of arbitration, fees of attachment, fees of assessment, fees of auction, fees
of enforcement, fees of legal service.



3. Type of the guaranty



The guaranty is a joint responsibility guaranty.



4. Term of guaranty



The term of the guaranty responsibility is two years after the expired date of each specific
credit extension term.


 


 









 





5. Independence



The guaranty contract is independent, valid, irrevocable and unconditional. The guaranty contract
will still be effective even if any of other guarantees for the main contract was relieved.



6. The commitment of the guarantor



6.1 The guarantor has complete capacity under the PRC legislation and is available to offer
guaranty for others as guarantor.



6.2 The guarantor has valid rights on his properties and the incomes and is competent to bear the
responsibility of guaranty, without any bad credit record or any criminal record. The
responsibility of guaranty shall not be lighten or avoid in the condition that the guarantor’s
financial situation deteriorates or the guarantor enters into any contract with any other parties.



6.3 The guarantor knows and agrees all articles in the main contract. The guaranty is offered by
the guarantor voluntarily and the guarantor’s declaration of will is real.



6.4 The guarantor commits that the aggregate amount of external guarantee would limited to the sum
of the property owned by the guarantor until the guaranty contract expires.



6.5 The guarantor commits to inform the financial statement and the important decisions and
alterations on the guarantor’s financial situation timely.



6.6 The guarantor commits that the financial statement and other files are all real and valid



6.7 The guarantor commits to issue the conformation letter as the loaner required.



6.8 Any alteration of the guarantor’s registration, organization structure, equity structure,
management method and financial situation and any debt restructuring, major related transactions
and others, would not affect the effectiveness of the guaranty contract. The guarantor shall notice
the loaner timely if the guaranty ability of the guarantor is deteriorated by any alteration
aforesaid.



6.9 All successors of the guarantor are bound by the guaranty contract as well. The obligations of
the guarantor under the guaranty contract could only be transferred under the loaner’s approval.



6.10 The loaner is entitled to take the money from the account of the guarantor directly when the
guarantor do not performance the obligations under the guaranty contract until the loan is fully
paid off.



7. Abstention



In the valid term of the guaranty contract, any tolerant or moratorium of loaner shall not be
deemed as abstention of the loaner to take action towards breach of the contact, under the guaranty
contract.



8. Dispute Settlement



The parties all agreed that any dispute on the guaranty contract would be settled in the method
which stipulated in the main contract.


 


 









 





9. Nomenclature



Each nomenclature used in the guaranty contract has the same understanding with which used in the
main contract except specific explanation.



10. Notice



Any notice between the loaner and the guarantor shall be made in written. The notice send by the
specific person shall be deemed as received when the addressee signed. The notice send by post
letters shall be deemed as received 7days after mailed. The notice send by fax shall be deemed as
received when the receiver’s fax system receives the fax.



The guarantor shall notice the loaner timely when the address of the guaranty is changed. If not,
the guarantor shall bear the possible cost occurred on.



11. Effectiveness



The guaranty contract comes to effect since the date that it is signed by the guaranty, and the
loaner.



12. Transaction of the loan



12.1 When the loaner’s rights under the main contract are transferred to a third party, the rights
of the loaner under the guaranty contract are transferred to the third party as well.



12.2 When part of the loaner’s rights under the main contract are transferred to a third party, the
relevant benefits of the loaner under the guaranty contract are transferred to the third party as
well.



13. Miscellaneous



All the explanation of the articles in the guaranty contract has been noticed by the loaner to the
guarantor to understand the meaning of the articles fully and exactly. There is no
misrepresentation on the articles of the guaranty contract.



Execution Date: April 15, 2011




Loaner: China Merchants Bank, Jinan Branch




Guarantor: Wang Xuchun