Exhibit 4.9


 





No.: Zhong Lv Bao Di Zi 2012
[024-3]


 


 


Counter-Guarantee (Mortgage) Agreement


 


 


Mortgagor (Party A): Daqing Borun Biotechnology
Co., Ltd.


 


 


Mortgagee (Party B): Zhong Lv Credit
Guarantee Co., Ltd.


 


 



 






    	 



    	 



    

 


Counter-Guarantee (Mortgage/Pledge) Agreement


 


 


Mortgagor (Party A): Daqing Borun Biotechnology
Co., Ltd.


Mortgagee (Party B): Zhong Lv Credit
Guarantee Co., Ltd.


 


 


To secure the realization of the short-term
loan for the cereals & oils of the leading enterprises in the agribusiness, equal to RMB 50 million, which is applied
by Daqing Borun Biotechnology Co., Ltd. ("the Debtor") with Daqing
Branch of Agricultural Development Bank of China  ("the Creditor")
during the period from [], and in the mean time to secure
Party B's exercise of right of recourse, as well as according to the "Entrustment Agreement on Guarantee" (No.: 
Zhong Lv Wei Bao Zi 2012[024])
signed between the Debtor and Zhong Lv Credit Guarantee Co., Ltd., Party A is willing to provide a counter-guarantee
(mortgage) to Party B, therefore, the Parties enter into this Counter-guarantee Agreement ("this
Agreement") via equal negotiations.


 


1.             
Coverage of the (Mortgage) Counter-guarantee Provided by Party A


 


(1)         
The counter-guarantee shall secure all the debts that Party B shall pay off on behalf of the Debtor (including the principal,
interest, penalty interest, compound interest, damages, liquidated damages payable by the Debtor, the property mortgage expense,
the expenses for realizing the Creditor's rights, etc.) as well as the occupancy fee for the compensatory fund which is payable
by the Debtor to Party B. The occupancy fee for the compensatory fund shall be calculated at 1‰/day of all the debts which
are paid off by Party B on the Debtor's behalf from the repayment date on the Debtor's behalf.


 


(2)         
The counter-guarantee shall secure all the liquidated damages, damages, attorney fees, guarantee fees and other fees payable
by the Debtor to Party B under the "Entrustment Agreement on Guarantee".


 


(3)         
The counter-guarantee shall secure all the fees for realizing Party B's mortgage right, including but not limited to the
litigation fee, arbitration fee, property preservation fee, attorney fee, appraisal fee, auction fee, enforcement fee, agent fee,
notarization fee, consultation fee, travel expenses, etc.


 


2.              
Party A mortgages the properties which it has the right to dispose of.  The mortgaged properties are listed in the
"List of Mortgaged Properties" attached herein, which is an integral part of this Agreement.


 


 



 






    	 



    	 



    

 


3.              
Party A covenants that:


 


(1)         
It has the legal ownership or disposal right to its mortgaged properties;


 


(2)         
During the mortgage period, Party A shall well keep the mortgaged properties, shall be responsible for the repair and maintenance
work, and shall ensure the mortgaged properties safe and sound.  If Party B requires learning about relevant information of
the mortgaged properties, in which, Party A shall give full assistances.


 


(3)         
From the effectiveness date of this Agreement, Party A shall deliver the title certificate of the following mortgaged properties
to Party B for its keeping (unless otherwise provided by the law):


 


(a)         
one pieces of land use right, with total areas of 61,432.8 square meters (see the "List of Mortgaged Properties").


(b)        
                                         


(c)         
                                         


 


(4)         
If Party B requires purchasing insurance for certain mortgaged properties, Party A shall handle and complete the insurance
formalities before the effectiveness of this Agreement and shall ensure to renew the insurance policy upon the expiration.


 


(5)         
Party A shall be responsible for handling the appraisal, notarization, insurance, authentication, registration, transportation,
keeping and other relevant issues under this Agreement and bear all related fees.


 


4.              
During the mortgage period, if Party A has any activity causing the value of the mortgaged properties decreases, Party A
shall mortgage additional properties or additionally provide other effective guarantee to Party B which is/are equal to the decreased
value within 15 days after the value of the mortgaged properties decreases.


 


5.              
During the mortgage period, if mortgaged properties have any damage which is covered by the insurance, or if any third party
has any activity causing the value of the mortgaged properties decreases, any insurance compensation or damages shall be used to
prepay the loan principal or shall be deposited to Party B's designated account.


 


6.              
During the mortgage period, if Party A intends to lease the mortgaged properties, it shall obtain Party B's written approval.


 


7.               During
the mortgage period, upon Party B's written approval, Party A may transfer the mortgaged properties and the proceed therefrom
shall be disposed of according to Option 1 as provided below:


 


(1)         
Deposit it to Party B's designated account and Party A shall not make use of it during the mortgage period;


 


(2)         
Party A agrees to use it to prepay the loan upon.


 



 



 



    	 



    	 



    







 


8.              
If Party A has any of the following events, it shall promptly notify Party B:


 


(1)         
Its operation mode changes, such as implementing contracting, leasing, affiliation, merger (acquisition), split-up, shareholding
reform, joint venture (cooperation) with foreign investment, etc.


 


(2)         
Involve in litigations in connection with material economic disputes;


 


(3)         
There is any dispute to the mortgaged right;


 


(4)         
Bankruptcy, out of business, dissolution, being called for business suspension for rectification, with its business license
or other licenses or qualification revoked or canceled;


 


(5)         
There is any change to the legal representative, legal address and telephone number of the enterprise.


 


If any event provided in (1) above
occurs, Party A shall notify Party B 30 days in advance; and for other events listed above, Party A shall notify Party B within
3 days after its occurrence.


 


9.              
If Party A breaches Article 4, 5, 7 or 8 and causes damages to Party B, of which, Party A shall be liable for the compensation.


 


10.        
    If the loan is early recalled according to relevant provisions of the Loan Agreement signed between the Debtor and
the Creditor (Bank), the creditor's rights under the Loan Agreement are not fully realized and Party B has to repay the
debts on the Debtor's behalf, then Party B is entitled to early dispose of the mortgaged properties to recover its losses.


 


11.        
    Upon the expiration of the performance term under the Loan Agreement, if the Debtor fails to pay off all the debts
and Party B has to repay the debts on the Debtor's behalf, then Party B is entitled to realize its mortgage right and to get compensation
by converting the mortgaged properties into money or seek preferential payments from the proceeds from the auction or sales of
the mortgaged properties concerned.


 


12.      
Effectiveness


 


(1)         
This Agreement shall come into effect upon being signed and stamped by the Parties and shall end until all the secured debts
are paid off.


 


(2)          This
Agreement shall be independent from the Primary Agreement and shall not be invalidated by the invalidity of the
Primary Agreement.  If the Primary Agreement becomes invalid, then the Mortgagor shall undertake joint and several
liabilities to pay off the debts arising from the Debtor's repayment/payment of the loan principal, interest and other
compensations under the Primary Agreement.


 


 



 






    	 



    	 



    

 


13.         
Dispute Settlement


 


Any disputes arising from the performance
of this Agreement may be solved via mutual negotiation.  If no agreement on the dispute settlement is reached, then such dispute
shall be handled according to Option (1) and (3) as provided below:


 


		(1)	File a lawsuit with the people's court where Party B
is located



 


		(2)	Submit the dispute to Beijing Arbitration Committee
for arbitration (in Beijing) in accordance with its applicable arbitral rules at the time of the submission.  The
arbitral award is final and shall be binding on the Parties.



 


		(3)	If Party B files a law suit, the attorney fee which shall
be calculated at 10% of the amount secured by Party B for the Debtor, shall be borne by Party A.



 


		(4)	During the litigation or arbitration period, other provisions
under this Agreement which are not related to the dispute shall be performed as well.



		 	 



		14.	Special Agreement: If Party A fails to perform
its guarantee liability or fails to fully perform its guarantee liability, then Party A is willing to accept the enforcement according
to the law.



 


		15.	This Agreement has 3 original copies for Party A and
Party B and Registration Authority to hold one, which shall have the same legal effect.



 


Party A (Company Stamp): Daqing Borun
Biotechnology Co., Ltd.


Legal Representative:


Authorized Representative: Cui Xingjian


 


Party B (Company Stamp): Zhong Lv Credit
Guarantee Co., Ltd.


Legal Representative:


Authorized Representative: Wang Yong


 


Date: September 14, 2012


Place for Execution:


 


Enclosed: "List of Mortgaged Properties"
and other Annexes


 






    	 



    	 



    

 


Under the Counter-Guarantee (Mortgage/Pledge)
Agreement ( Zhong Lv Bao Di Zi 2012 [024-3]):


 


List of Mortgaged Properties


 


Unit: RMB 10,000


 


	No.	 	Name of the

    Mortgaged

    Properties	 	Owner	 	Unit

    (m2)	 	Area	 	Number of the Title Certificate	 	Legal Address	 	Value of

    the

    Mortgaged

    Properties	 	Mortgaged

    Amount for

    Other

    Creditor's

    Rights	 	Remark
	1	 	Land
    Use Right	 	Daqing
    Borun Biotechnology Co., Ltd.	 	(m2)	 	61432.8	 	Da
    Qing Guo Yong (2009) Di 06-01244	 	Jubao
    Village, Zhusan Town, Datong District	 	 	 	 	 	 
	Total
    Amount:	 	 	 	 	 	61432.8	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


Mortgagor (Company Stamp): Daqing Borun
Biotechnology Co., Ltd.


Legal Representative:


Authorized Representative: Cui Xingjian


 


Mortgagee (Company Stamp): Zhong Lv
Credit Guarantee Co., Ltd.


Legal Representative:


Authorized Representative: Wang Yong


Date: September 14, 2012