Asia Green Agriculture Corporation - Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2 

Guarantee Contract 

(Natural Person Guarantee) 

 

 

 

Fujian Branch of China Construction Bank 

 

1 




Exhibit 10.2 

The contract is entered into by the following
parties:
Guarantor (Party A): Please see Article 10 of the contract for
details. 
Creditor (Party B): Please see Article 10 of the contract for
details.

	Article 1 	SCOPE OF GUARANTEE 
	 	 
	  	Please see Article 11 of the
      contract for details. 
	 	 
	Article 2 	METHOD OF GUARANTEE 
	 	
       

	  	
      Party A shall provide joint responsibility guaranty under
      the contract. 

	 	
       

	Article 3 	
      GUARANTEE PERIOD 

	 	
       

		
      The guarantee period is from the effective date of this
      Contract and ends two years from the expiration of the debt performance
      term under the Main Contract. In case Party A agrees to extent the debt
      performance term, the guarantee period ends two years from the expiration
      of the extended debt performance term under the Main Contract. If Party B
      announces advanced maturity of debts according to the Main Contract, the
      guarantee period ends two years from the advanced maturity date of debts
      announced by Party B. In case the debts under the Main Contract are paid
      in installments, the guarantee period of each installment is two years
      from the expiration date of the debt performance term of the last
      installment. 

	 	
       

	Article 4 	
      INDEPENDENCE OF THE GUARANTEE CONTRACT 

	 	
       

		
      The validity of the guarantee contract is independent
      from that of the Main Contract. The failure, invalidation, partial
      invalidation, or cancellation of the Main Contract does not affect the
      validity of the guarantee contract. If the Main Contract fails, is
      invalidated, partially invalidated, canceled or void, Party A shall be
      jointly responsible for the debtor’s debts due to return of properties or
      compensation of losses. 

	 	
       

	Article 5 	
      CHANGE OF MAIN CONTRACT





	 	I. 	
      Party A agrees to be jointly and severally responsible
      for the debts under the amended Main Contract, in the event that Party B
      and the debtor agree to amend the Main Contract provisions in writing
      (including but not limited to the repayment currency, repayment method,
      loan account No., repayment account No., expense utilization plan,
      repayment plan, value date and settlement date, startup date or expiration
      date of debts performance term if the term is not extended). However, if
      Party B and the debtor have extended the debt performance date or
      increased credit principal through agreement without Party A’s consent in
      advance, Party A shall be jointly and severally liable only for the debts
      according to the provisions of the Main Contract before the
    amendment.

	 	 	 	 
	 	II. 	
      Party A’s liability as a guarantor is not reduced or
      exempted due to any of the following conditions:

	 	 	 	 
	 		1. 	
      Party B or the debtor has undergone change of formality,
      merging, integration, separation, capital increase/reduction, joint
      venture, joint business operation and name change;

	 	 	 	 
	 		2. 	
      Party B has entrusted a third party to fulfill its due
      obligations under the Main Contract.

	 	 	 	 
	 	III. 	
      In case of invalidation, cancellation or voidance of any
      transfer of debts or credits under the Main Contract, Party A shall
      continue to be jointly and severally responsible as a guarantor for Party
      B according to this Contract.




	Article 6 	GUARANTORS’ LIABILITIES
  



	 	I. 	
      Party A shall be jointly and severally liable within the
      scope of guarantee, if the debts under the Main Contract are due or Party B announces
      advanced maturity of debts according to the Main Contract or laws, the
      debtor fails to fulfill in full amount and in a timely manner, or the
      debtor breaches other provisions of the Main Contract.



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Exhibit 10.2 

	 	II. 	
      Whether Party B has other guarantee of credits under the
      Main Contract (including but not limited to various guaranty methods such
      as guaranty, mortgage, pledge, guaranty letter and standby L/C), whether
      the guaranties are valid and established, whether Party B claims its right
      to other guarantors, whether any third party agrees to be liable for total
      or partial debts under the Main Contract, and whether other guaranties are
      provided by the debtor, Party A’s liabilities as a guarantor under this
      Contract will not be reduced or exempted. Party B can directly require
      Party A to be liable within the scope of its guarantee according to this
      Contract; and Party A cannot raise any objections.

	 	 	 
	 	III. 	
      If Party A only provides guarantee for a part of the
      debts under the Main Contract, Party A agrees that even if the debtor
      repays part of the debt, or Party B partially exercises its right under
      other guarantees, or the debt was partially paid by other means, Party A
      will be responsible within the scope of the guarantee for the unpaid
      debt.

	 	 	 
	 	IV. 	
      If Party A only provides guarantee for part of the debts
      under the Main Contract, and if the debts under the Main Contract are not
      fully paid after Party A performs its obligation as a guarantor, Party A
      agrees not to cause any damage to Party B when it claims its subrogation
      right (including in-advance) against the debtor or other guarantors. Party
      A agrees that the right to receive repayment of debts under the Main
      Contract has priority over Party A’s subrogation
right.



Before total repayment of Party B’s
credits:

	 	(a) 	
      Party A agrees not to claim its subrogation right against
      the debtor or other guarantors; once Party A has exercised the above right
      due to any reason, it shall use the payment from the claim to first repay
      the unpaid debt owned to Party B’s ;

	 	 	 
	 	(b) 	
      If the debts under the Main Contract have collateral,
      Party A agrees not to declare rights to the secured articles or the
      proceeds of sale of such articles for any reason including but not limited
      to subrogation rights. The secured articles or the proceeds of sales of
      such articles shall be first used to repay the unpaid debts owed to Party
      B.

	 	 	 
	 	(c) 	
      If the debtor or other guarantor has provided a
      counter-guarantee to Party A, Party A shall use the proceeds from the
      above counter-guarantees to first repay unpaid debt owed to Party
  B.




	 	V. 	
      Party A fully understands the interest rate risks. Party
      A agrees to be jointly and severally responsible for the increased part
      due to the increase of the interest rate, the default interest or the
      compound interest, if Party B adjusts the interest rate according to the
      Main Contract, or the government adjusts the interest rate, calculation
      method or the settlement method.

	 	 	 
	 	VI. 	
      If the debtor has other loans from Party B other than the
      loans under the Main Contract, Party B has the right to receive the
      debtor’s RMB or other currency expenses in the account established in the
      system of China Construction Bank to satisfy any expired debt. Party A’s
      guaranty responsibilities are not reduced or
exempted.




	Article 7 	PARTY A’S OTHER
      OBLIGATIONS 



	 	I. 	
      Party A shall supervise how the debtor uses the loans
      (including its purpose).

	 	 	 
	 	II. 	
      Party A shall provide Party B with its financial
      conditions and individual credit information, and guarantee that all
      materials provided are correct, true, complete and valid. Without written consent of Party B, Party A cannot
      provide to any Third Party with a guaranty that is out of its
    capacity.



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Exhibit 10.2 

	 	III. 	
      In case of any changes to Party A’ s nationality, address
      or marital status, or if Party A has a serious health issue, receives
      administrative or criminal punishment, or is involved in a major civil
      dispute, deterioration of financial status, or loses or is likely to lose
      the capability to guarantee for any reason, Party A shall inform Party B
      immediately in writing, and perform undertaking, transferring or
      inheritance of guarantee liabilities herein as Party B requires, or
      provide a new guarantee for fulfillment of the Main Contract.

	 	 	 
	 	IV. 	
      If the company, of which Party A is in the position of
      controlling shareholder or actual controller, merges, dissolves, changes
      in entities, fluctuates the amount of capital, or is jointly-funded or
      jointly-operated, Party A shall inform Party B of such condition
      immediately.




	Article 8 	MISCELLANEOUS
  



	 	I. 	
      Allocation and charging of payable
  expense



As for Party A’s amount payable under
the contract, Party B has the right to charge RMB or other currency expense from
Party A’s account established in the China Construction Bank—it is not necessary
to notify Party A in advance. Once it needs to handle the sales and purchasing
of foreign exchange or exchange settlement, Party A is obliged to assist Party
B; Party A shall bear the exchange rate risks.

	 	II. 	
      Use of Party A’s information



Party A allows Party B to inquire Party
  A’s credit status from individual credit information database of People's
  bank of China or any other individual credit information database approved by
  credit rating authority or other relevant work unit, department and person.
  All credit report obtained are limited to be used on purposes stipulated in
  Provisional Rules on Management of Individual Credit Information Database issued
  by People’s bank of China. Party A allows Party B to provide its credit
  information for individual credit information database of People's bank of China
  or any other individual credit information database approved by credit rating
  authority. Party A also agrees that Party B may use and disclose its information
  reasonably for the necessary of business.

	 	III. 	
      Collection by Public Notice



As for Party A’s breach of contract,
Party B has the right to report to the relevant government agency and make an
announcement through news media to collect the debt.

	 	IV. 	
      Effect as Evidence of Party B’s
record



Except for reliable and confirmed contrary
  evidence, Party B’s following documents constitute evidence to prove the
  credit relationship under the Main Contract: internal account record of Party
  B’s principal, interest, expense and repayment record; receipt and voucher
  during debtor’s handling withdrawal, repayment and interest payment made
  or reserved by Party B; loan collection record and voucher by Party B. Party
  A cannot object to Party B’s personal fabrication or reservation of the
  above records, receipts and vouchers. 

	 	V. 	
      Reservation of Right



Party B’s rights under the contract do
not affect or eliminate any rights enjoyed according to relevant laws,
stipulations and other contracts. Any grace, forgiving, preference or postponed
exercising of any contract rights aimed at the breach or delay cannot be taken
as the abandonment of rights and interests under the contract or permission or
approval of any breach of contract; besides, they do not affect, block or hinder the continuous
exercising of the rights or exercising of any other rights and do not ask Party
B to bear any responsibilities and obligations for Party A.

4 




Exhibit 10.2 

Even if Party B fails to exercise or
delays exercising of any rights under the main contract or fails to completely
utilize any rescue operation under the main contract, Party A’s guaranty
responsibilities under the contract can not be reduced or exempted; however,
once Party B reduces or exempts the debts under the main contract, Party A’s
guaranty responsibilities under the contract are reduced and exempted
accordingly.

	 	VI. 	
      Debtor’s dissolution or
bankruptcy



In the event that Party A knows that
the debtor has entered into dissolution or bankruptcy procedure, it shall
immediately notify Party B to report the debts; at the same time, it shall
participate in the dissolution or bankruptcy procedure in a timely manner and
exercise the claim right in advance. If Party A knows or should have known that
the debtor has entered into dissolution or bankruptcy procedure but fails to
exercise the claim right in advance, Party A shall be responsible the incurred
losses.

In spite of Article 5 (2), if Party B
and debtor reach a reconciliation agreement in the debtor’s bankruptcy procedure
or a restructuring plan, Party B’s rights under the contract are not affect by
reconciliation agreement or restructuring plan; Party A’s guarantee
responsibilities are not reduced or exempted. Party A can not defend against
Party B’s claim of right through the conditions stipulated in the reconciliation
agreement and restructuring plan. As for the credits compromised by Party B in
the reconciliation agreement and restructuring plan to the debtor without
repayment, it still has the right to require Party A for continuous
repayment.

	 	VII. 	
      In case of any changes in Party A’s communication address
      or contact method, it shall immediately notify Party B in written form; in
      case of any losses arising from timely notification failure, Party A shall
      bear relevant losses by itself.

	 	 	 
	 	VIII. 	
      If Party A or debtor fails to strictly comply with
      relevant laws, stipulations or regulations concerning environmental
      protection, energy saving, discharge reduction and pollution reduction or
      in case of any possible energy consumption and pollution risks, Party B
      has the right to exercise the guaranty rights under this Contract in
      advance and adopt other remedial measures permitted by the contract or
      law.

	 	 	 
	 	IX. 	
      Conditions for the effectiveness of the
  Contract



This Contract becomes effective upon
signature or official seal by Party A’s legal representative (responsible
person) or authorized agent and signature or official seal by Party B’s
responsible person or authorized agent.

	Article 9 	PARTY A’S REPRESENTATIONS AND
      GUARANTEES 



	 	I. 	
      Party A fully understands Party B’s business scope and
      authorized power.

	 	 	 
	 	II. 	
      Party A has read all the provisions of the contract and
      main contract. In response to Party A’s requirements, Party B has
      specified relevant provisions of this contract and main contract. Party A
      has known and adequately understood the meaning of provisions in this
      contract and main contract and its legal consequence.

	 	 	 
	 	III. 	
      Party A has the legal qualification of a
  guarantor.

	 	 	 
	 	IV. 	
      Party A has confirmed it adequately knows the debtor’s
      assets, debts, business, credits and reputation, whether it has the main
      qualification and power of signing the main contract as well as all the
      contents of main contract.



5 




Exhibit 10.2 

Particular Signing Provisions 

This Natural Person Guarantee Contract is numbered 2012 Jian
Ping Song Dai CZ Zi Bao Zi No.1-1 

Article
10        INFORMATION OF
CONTRACTORS

Guarantor (Party A): Zhan Youdai, Zhou Liufeng 

Certificate Name and No: ID number: 352128196909072016,
352128197111071529 

Address: No 6-1, Shui Nan Gong Ye Road, Songxi County 

Post Code: 353500 

Tel: 2325600 

 

Creditor (Party B): China Construction Bank Co., Ltd. Songxi
Branch 

Address: No 121 Jiefang Street, Songyuan Town, Songxi County


Post Code: 353500 

Principal: Liu Liquan 

Fax: 0599-2322644 

Tel: 0599-2322670 

To ensure the performance of the RMB Liquid Capital Loan
Contract (hereinafter referred to as the Main Contract, No.:
(2012) Jian Ping Song CZ Zi No.01) entered into by and between Fujian
Yada Group Co., Ltd (hereinafter referred to as Debtor) and Party B,
Party A agrees to assume the jointly guarantee liability for the debt under this
contract. The Parties hereby agree to enter into this contract based on the
mutual consent of consultation and comply with the terms hereof. 

	Article 11 	AGREEMENTS TO ARTICLE 
	 	 
	  	The contract guaranty scope includes the
      following Type II: 



	 	I. 	
      All the debts under the main contract include (but not
      limited to) total principal, interest (including compound interest and
      penalty interest), breach penalty, compensation, other expense paid by
      debtor to Party B (including but not limited to relevant handling fee,
      telecom expense, sundry expense and relevant bank expense rejected by
      foreign beneficiary), Party B’s expense in realizing credits and guaranty
      rights (including but not limited to lawsuit expense, arbitration expense,
      property safeguard expense, travel expense, implementation expense,
      evaluation expense, auction expense, notarization expense, transportation
      expense, announcement expense and lawyer’s expense).

	 	 	 
	 	II. 	
      The principal under the main contract (currency:
      RMB) (In Words: RMB Four Million and Five Hundred Thousand
      yuan) and interest (including compound interest and penalty
      interest), breach penalty, compensation, other expense paid by debtor to
      Party B (including but not limited to relevant handling fee, telecom
      expense, sundry expense and relevant bank expense rejected by foreign
      beneficiary), Party B’s expense in realizing credits and guaranty rights
      (including but not limited to lawsuit expense, arbitration expense,
      property safeguard expense, travel expense, implementation expense,
      evaluation expense, auction expense, notarization expense, transportation
      expense, announcement expense and lawyer’s
expense).




	Article 12 	DISPUTE SETTLEMENT 
	 	 
		
      Any and all disputes arising in the performance of the
      Contract shall be settled through negotiation. In case that no settlement
      can be reached through negotiation, the disputes shall be settled by the
      first method as follows. 




	 	(1) 	
      Instituting legal proceedings in the People’s Court of
      competent jurisdiction at Party B’s domicile.



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Exhibit 10.2 

	 	(2) 	
      Submitting to (left blank) Arbitration Commission (place
      of arbitration: (left blank) ) for arbitration in accordance with the
      arbitration rules of the Arbitration Commission in force at the time of
      application. The arbitration award shall be final, and binding upon both
      parties.



During the process of litigation or
arbitration, the Parties shall continue to implement this contract, except for
the matters in dispute. 

	Article 13 	THIS CONTRACT SHALL BE
      PREPARED IN TRIPLICATE 
	 	 
	Article 14 	OTHER AGREED ITEMS 
	 	 
	 	
      This field is left blank. 



7 




Exhibit 10.2 

Party A or authorized agent (Signature): Zhanyoudai Zhouliufeng


Date: February 14, 2012 

 

Party B (Official seal): China Construction Bank Co., Ltd.
Songxi Branch (Seal affixed) 

Responsible person or authorized agent (Signature): Liu Liquan


Date: February 14, 2012 

 

 

 

 

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