Asia Green Agriculture Corporation - Exhibit 10.4 - Filed by newsfilecorp.com






Exhibit 10.4 

 

 

Guarantee Contract 

(Natural Person Guarantee) 

 

 

1 




Exhibit 10.4 

Fujian Branch of China Construction Bank 

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.



2 




Exhibit 10.4 

	 	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.
	 	 	 
	 	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.



3 




Exhibit 10.4 

	 	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.

	 	 	 
	 	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



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Exhibit 10.4 

	 		
      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.

	 	 	 
	 		
      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.



5 




Exhibit 10.4 

	 	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.



6 




Exhibit 10.4 

Particular Signing Provisions 

This natural person guarantee contract is numbered 2012 Jian
Ping Song Dai CZ Zi Bao Zi No.3-3 

	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.03) 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: Eleven 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).



7 




Exhibit 10.4 

	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.

	 	 	 
	 	(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.
  


8 




Exhibit 10.4 

 

Party A or authorized agent (Signature): Zhanyoudai 

Date: February 22, 2012 

 

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

Responsible person or authorized agent (Signature): Liu Liquan


Date: February 22, 2012 

9