Exhibit 10.35 


 


 


Loan Contract


 


(Contract No. (2013) HHL030)


 


(This Is a Summary Translation for Reference
Only)


 


		Lender:	Merchants Bank Holdings Co., Ltd., Hohhot Ruyi Branch
("Party A")



		Responsible Person:	FENG Guiyong



 


		Borrower:	Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. ("Party
B")



Legal Representative/Responsible Person:


  


To meet the need of its production operation,
Party B applies to Party A for liquid capital loan. Upon review, Party A agrees to issue this loan. Therefore, pursuant to the
provisions of the relevant law, Party A and Party B, after full consultation, has reached the agreement on the provisions set forth
below and entered into this contract.


  


		Article 1	Currency and Amount of the Loan



 


RMB One Hundred Fifty Million Yuan (¥150,000,000.00)
even.


  


		Article 2	Use of the Loan



 


This loan is liquid capital loan and can
only be used as for purchasing raw material and paying for labor expenditures. It shall not be used for any other purpose without
prior written consent from Party A.


  


		Article 3	Term of the Loan



 


The term of the loan is 12 months, starting
from November 13, 2013 to November 12, 2013. If the actual date of issuing the loan is inconsistent with the above starting date,
the date of issuing the loan shall be based on the date specified on the loan note with the due date extended correspondingly;
the specific dates are to be based on the dates on the loan note.


 


x During the term of the loan, Party
A may release the loan in installments according to Party B’s actual use of the loan; the specific amount of each installments
and the start/end dates are to be based on the records on the loan note (if this is applicable, check the  ̈ with “X”).


 






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 ̈ During the term of the loan, Party A
has the right to demand Party B to repay the loan in installments in the amount according to the following schedule (if this is
applicable, check the  ̈ with “X”).


  


		Article 4	Preconditions for the Release of the Loan



 


The release of the loan hereunder (including
each release, if in installments) is predicated on the following preconditions; Party A has the right to refuse the release of
the loan if any of the following is not satisfied:


 


4.1          Party B has provided relevant material according to the
requests of this contract;


 


4.2          Party B has provided assistance with Party A’s
supervision and review according to the requests of this contract;


 


4.3          Party B has fulfilled its repayment obligations on time
and in full regarding the loan already issued;


 


4.4          Party B has committed no acts of breach specified herein;


 


4.5          Party B has conducted no other activities in violations
of other provisions herein.


 


The preconditions for the release of the
loan are established to protect Party A’s rights and interests and Party A has the right to unilaterally lower the requirements
of the preconditions for the release of the loan.


  


		Article 5	Loan Interest Rate and Interest



 


5.1          Interest rate:


 


5.1.1          The interest on this loan is based on (choose one
of the two below by “X”):


xFixed rate          ̈ Adjustable rate


               


                5.1.2          If the loan is in RMB, the rate is that adjusted
15% upward/ ̈ downward from the applicable benchmark rate for 12-month loans in RMB published by People’s Bank of China
on the pricing date.


 


               The pricing date refers to the date on which base interest
rate is determined for the term or the adjustable cycle of the loan. If the interest rate for this loan fixed, the pricing date
is the date on which the loan is actually issued; If the interest rate for this loan adjustable, the pricing date is the date is
determined in accordance with 5.1.3 herein.


 


               5.1.3          If the interest rate on this loan is adjustable
... [Not applicable]


 






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               5.1.4          If Party B fails to use the loan in accordance
with the provisions herein, the interest on that portion of the loan which is not used for the purpose specified herein shall be
the original interest rate plus an additional 100% thereof starting on the day when the purpose of use is changed.


 


If Party B fails to pay off the loan on
time, there interest on the portion that is past due shall be the original interest rate plus an additional 50% thereof starting
on the due date of that portion.


 


The original rater refers to the applicable
rate prior to the due date (including early due date) (if the rate is adjustable, then the original rate is the applicable rate
for the last adjustment cycle prior to the due date (including early due date)) of the loan.


 


If the loan is past due and at the same
time is not used for the purpose specified herein, then the interest shall be charged at the higher of the two mentioned above.


 


               5.1.5          During the term of the loan, if People’s
Bank of China adjusts the policy of the loan rate, it will be handled in accordance with the relevant policy of People’s
Bank of China.


 


5.2          Interest calculation: the calculation of the interest
on the loan is based on the actual amount of the loan and the number of the days the loan is used starting on the day when the
loan is released into Party B’s account, and the interest is charged quarterly and the calculation date is the 20th
of each month. The conversion method for daily rates will be implemented in accordance with the relevant policy of People’s
Bank of China or with international customary practices.


 


5.3          Interest payment: Party B must pay the interest on each
interest calculation date, and Party A may directly deduct interest payment from Party B’s deposit account. If Party B fails
to pay interest on time, Party A has the right to charge compounded interest on the interest past due at the loan interest rate
for the corresponding period.


  


		Article 6	Guarantee



 


The loan principal and interest hereunder
and the associated fees and charges are guaranteed by Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. and WU Zishen as designated
by Party B.


 


If the guarantors fail to execute guarantee
documents hand complete guarantee procedures pursuant to relevant provisions, Party A has the right to refuse to release the loan
to Party B.


  


		Article 7	Party B’s Rights and Obligations



 


7.1          Party B has the following rights:


 


               7.1.1          Has the right to withdraw and use all the loan
pursuant to the provisions herein;


 






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               7.1.2       Has the right to transfer the loan obligations
to a third party upon obtaining Party A’s consent.


 


               7.2          Party B has the following obligations:


 


               7.2.1       Must truthfully provide documents and material
requested by Party A and all bank accounts, account numbers and balances of loans and deposits, and assist Party A in its investigation,
review and inspection;


 


               7.2.2       Must accept Party A’s supervision over Party
B’s use of the loan and over its production operation and financial activities and promptly take reasonable measures at Party
A’s recommendation or request;


 


               7.2.3       Must use the loan and/or other credit for purposes
specified herein and comply with Party A’s requirements regarding loan payment management;


 


               7.2.4       Must pay off the loans principal balances and interests
hereunder on time and in full;


 


               7.2.5       Must obtain Party A’s prior consent if Party
B transfers the loan obligations hereunder to a third party;


 


               7.2.6       Must immediately notify Party A, upon the occurrence
of the following, and actively assist Party A in making arrangements for protective measures ensuring the security and repayment
of the loans principal and interest hereunder on time and in full and all the related fees:


 


               7.2.6.1     Major financial loss, asset loss and damage or
other financial crisis;


 


               7.2.6.2     Providing loan or guarantee/assurance to a third
party for that party’s interest or for preventing that party from any loss, or using assets (rights) owned as pledge (mortgage)
guarantee;


 


               7.2.6.3     Deterioration of credit, or weakening of the
profitability of its major business;


 


               7.2.6.4     Ceasing operation, revocation or cancellation
of business permit, applying for or being forced into bankruptcy, dissolution or other similar circumstances;


 


               7.2.6.5     Major crisis in the operation or financial situation
of its controlling shareholder and other affiliates, thus affecting its normal operation;


 


               7.2.6.6     Entering into major related party transactions
with its controlling shareholder and other affiliates, thus affecting its normal operation;


 


               7.2.6.7     Involvement in any litigation, arbitration or
criminal and administrative sanctions that have material adverse consequences to its operation or financial situation;


 


               7.2.6.8     Major personnel changes involving the borrower’s
legal representative, directors or important management officers or restrictions on the personal freedom of such persons placed
by the competent State authorities due to their actions in violation of the law or disciplines, thus potentially affecting the
its normal operation;


 


               7.2.6.9     Other major events that can affect its ability
to pay off debts.


 


7.2.7Party B shall not be negligent in the management
of and follow-up on its creditor’s claims for debts due or dispose of its current major assets without compensation or in
other inappropriate manner.


 


7.2.8Party B must obtain Party A’s prior written
consent before engaging in any major transaction event such as merger and acquisition, spin-off, reorganization, capital combination
(joint operation), asset (equity) transfer, equity share restructuring, overseas investment and any financing that substantial
increases its debts;


 






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               7.2.9       At Party A’s request, Party B must ...
[Not applicable]


 


		Article 8	Party A’s Rights and Obligations






               8.1          Party A has the following rights:


 


8.1.1       Has the right to demand Party B to repay
on time and in full all the loan and interest hereunder;


 


               8.1.2       Has the right to demand Party B to provide all
the relevant material in connection with the loan;


 


               8.1.3       Has the right to know Party B’s production
operation and financial activities;


 


               8.1.4       Has the right to supervise Party B’s use
of the loan in accordance with the provisions herein;


 


               8.1.5       Has the right to have oversight over Party B’s
accounts with Party A and entrust other organizations outside Merchants Bank with the oversight of Party B’s accounts, and
exercise control the release of the loan according to the purpose of the loan and within the scope of payment agreed upon by both
parties;


 


               8.1.6       Has the right to directly deduct from Party B’s
accounts necessary to pay off Party B’s debt and interest hereunder and other related fees;


 


               8.1.7       Has the right to transfer its claims against Party
B and to notify Party B of such transfer in the manner that it deems to be appropriate, including but not limited to fax, postal
mail, courier delivery, announcement in the public media, and has the right to pursue Party B for repayment;


 


               8.1.8       Has the right to refuse to release the loan to
Party B before receiving “Interest Payment Commitment Letter” issued by the seller/buyer in loan business under which
either the buyer issues credit and the seller pays interest or the sell issues credit and the buyer pays interest;


 


               8.1.9       Has the right to recall the loan in advance based
on the situation of Party B’s capital return.


 


               8.2Party A has the following obligations:


 


               8.2.1Has the obligation to issue loan in accordance
with the provisions herein;


 


               8.2.2 Has the obligation to keep confidential all information
regarding on Party B’s assets, financial reports, operation and production situation, unless otherwise provided as required
by law and statutes and by regulatory authorities.


  


		Article 9	Party B Expressly Warrants the Following:



 


9.1          Party B is an entity with legal person status duly incorporated
and in legally in existence in accordance with the Chinese law and has the complete capacity for civil conduct to execute and perform
this agreement;


 


9.2          Party B has already obtained full authorization from
its board of directors or other power organ for the execution and performance of this agreement, and this contract is legally and
effectively binding to Party B starting from the date of its execution;


 






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9.3          The project for which the loan is requested and the application
for the loan comply with the requirements of the law and statutes, and the loan proceeds will not be used for investment in fixed
assets or stocks nor will be used for trading marketable securities, futures contracts and real estates; the loan proceeds will
not be used in cross-lending for illegal profits; the loan proceeds will not be used in any area or for any purpose forbidden by
the State; the loan proceeds will not be used will not be used for any purposes other than specified herein;


 


9.4          If the payment of the loan funds adopts the method of
the borrower independent payment, Party B must periodically (at a minimum, quarterly) provide summary report on the situation of
the payment of the loan funds to Party A, and Party A has the right to verify, by conducting account analysis, notes and certificates
review and on-site investigation, if the payment of the loan funds is in compliance with the purpose specified herein;


 


The method of the borrower independent payment
refers to that by which Party A releases the loan proceeds into Party B’s account and Party B independently pay the amount
to Party B’s trading partner for purposes that comply with those specified in the contract;


 


9.5          Upon Party A’s approval, if Party B needs to use
online banking to make payments, Party B has the obligation to accept the restrictive measures set by Party A, including a pre-established
list of recipients, limit of each payment and limit of payment for any time period;


 


9.6          All the document, material, certificates provided by
Party B about Party B, its guarantors, pledgor/mortgagor and the pledged/mortgaged items are authentic, accurate, complete and
valid and contain no major error contrary to facts or no major omission of facts;


 


9.7          At the time of executing this contract, there is no litigation,
arbitration or criminal or administrative sanction that may have material adverse consequences to Party B or Party B’s current
major assets and there will not be such litigation, arbitration or criminal or administrative sanction during the course of performing
this contract. If any of such events occurs, Party B will immediately notify Party A;


 


9.8          Party B will strictly comply with all the State laws
and statutes in is operational activities, conduct its various businesses strictly within the scope of operation specified in its
“Enterprise Legal Person Business Permit” and process annual registration inspection procedures on time;


 


9.9          Party B will maintain or improve its current operation
management standards, ensure the stability or increase of its current assets, and will not waive its creditor’s claims for
debts due or dispose of its current major assets without compensation or in other inappropriate manner;


 






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9.10        Party B must ensure that, during the term of the loan,
its various financial indices will not be lower than listed below:_______


 


9.11        At the time of executing this agreement, there is no
occurrence of other major events that can affect Party B’s fulfillment of its obligations hereunder.


 


 


		Article 10	Withdrawal and Use of the Loan



 


10.1        The method for Party B to use the loan hereunder includes
independent disbursement and entrusted disbursement.


 


10.1.1 Independent disbursement


 


Independent disbursement: after Party A releases the loan
and deposits it into Party B’s account, Party B independently pay its trading partners in accordance with the purpose provided
herein.


 


10.1.2        Entrustment disbursement: after Party A releases
the loan and deposits it into Party B’s account, Party A pays Party’s B’s trading partners directly through Party
B’s account based on Party B’s loan withdrawal application partners in accordance with the purpose provided herein.


 


10.2        At the time of withdrawing the loan, Party B must provide
to Party A “Loan Withdrawal Application”, loan notes and other documents requested by Party A based on the different
requirements of the independent payment method and entrustment payment method. Otherwise, Party A has the right to refuse Party
B’s application.


 


10.3        If, after receiving and reviewing the documents mentioned
above, Party A approves the release of the loan, the actual release date, term and amount of each withdrawal will continue to be
recorded specifically on the loan notes.


 


With regard to the loan fund that adopts
entrustment payment method, Party B authorizes Party A to make payment to Party B’s trading partner through Party B’s
account on the loan release date (or the next business day thereafter).


  


		Article 11	Advance Repayment



 


11.1        Party B may request advance repayment of the loan but
such request must be approved by Party A;


 


11.2        If Party B repays the loan in advance, the interest
will still be calculated in accordance with the provisions herein.


  


		Article 12	Extension of the Loan



 






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If Party B is not able to repay the loan
hereunder and needs to extend the term of the loan, Party B must submit to Party B written application one month prior to the due
date of the loan; if Party A agrees to the extension upon review, Party A and Party B must execute separate extension agreement.
If Party A does not agree, this contract shall still remain valid and effective. The loan already used by Party B and its corresponding
interest must be paid off pursuant to the provisions herein.


  


		Article 13	Fees and Expenses



 


If any certification is or any other service
from a third party is required for this loan, the party that engages the third party for such service will be responsible for the
relevant fees. If both parties engage the third party for such service, then each party is responsible for 50%.


 


Party B shall be responsible for the credit
investigation , inspection and certification fees in connection with this agreement and, when Party B fails to repay the debts
owed to Party A hereunder on time, for all the attorney fees, litigation expenses, traveling expenses, public announcement expenses,
delivery expenses paid by Party A in order to realize its creditor’s claims; Party B authorizes Party A to deduct the amount
of such fees and expenses directly from Party B’s accounts with Party A. If the amount deducted is insufficient, Party B
promises to pay back in full upon receiving Party A’s notification with no need for Party A to provide any documents of proof.


  


		Article 14	Special Loan Account



 


14.1        The release of the loan funds hereunder and the payment
to an outside party must be done though the account listed below.


 


Specific information on the aforesaid account
is as follows:


Account title:               Inner Mongolia Yongye Nongfeng Biotech
Co., Ltd.


Account number:


Account Bank:             China Merchants
Bank, Ruyi Branch


 


14.2        If the entrustment payment method is adopted, Party
A has the right, when necessary, to set restrictions in the account mentioned above on online payment, telephone payment and other
functions of payment and exchange not conducted over the counter.


 


 


		Article 15	Oversight on Party B’s Capital Return Account



 


15.1        After this contract becomes effective and before Party
B pays off all the financing hereunder, Party A and Party B agree to designate the following account as Party B’s capital
return account.


 






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Account title:              Shenzhen Tongxin Circuitry
Electronics Co., Ltd.


Account number:       755901669910802


Bank holding the account: Merchants
Bank Holdings Co., Ltd., Shenzhen Dongmen Branch


 


15.2        The requirements of the oversight on this account are
as follows:


 


Party A has the right to recall the loan
in advance based on the situation of Party B’s capital return, i.e., when there is return of capital in this account, the
amount of the loan equal to the amount of the capital return may be considered due in advance and Party A has the right to deduct
directly from this account that amount as repayment of that portion of the loan;


 


15.3        If the entrustment payment method is adopted, Party
A has the right, when necessary, to set restrictions in the account mentioned above on online payment, telephone payment and other
functions of payment and exchange not conducted over the counter.


 


15.4        Party B must provide quarterly information on the inflow/outflow
of funds in the account mentioned above and assist Party A with the exercise of oversight on the relevant account and the capital
return.


 


 


		Article 16	Acts of Breach and Handling of Acts of Breach



 


16.1        If Party B commits any of the following, it shall be
considered an act of breach:


 


16.1.1        Providing false information to or withholding
true material information from Party A in violation of the obligation provided in 7.2.1 herein and refusal to assist Party A with
Party A’s investigation, inspection and review; Party B still fails to remedy the situation within a reasonable period of
time specified by Party A when Party A demands such remedy;


 


16.1.2        Refusal to accept or evade Party A’s supervision
over Party B’s use of the proceeds from the credit facility and over its production operation and financial activities in
violation of the obligation provided in 7.2.2 herein;


 


16.1.3        Use of the loan for purposes other than those
specified hereunder in violation of the obligation provided in 7.2.3 herein, or failure to comply with Party A’s requirements
regarding funds payment management and report;


 


16.1.4        Failure to pay off on time and in full the loan
and interest hereunder in accordance with the provisions herein in violation of the obligation provided in 7.2.4 herein;


 


16.1.5        Transfer of the debts hereunder unilaterally without
authorization to a third party in violation of the obligation provided in 7.2.5 herein; negligence in the management of and follow-up
on its creditor’s claims for debts due or disposition of its current major assets without compensation or in other inappropriate
manner in violation of the obligation provided in 7.2.7 herein;


 






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16.1.6        Failure to notify Party A promptly upon the occurrence
of situations specified in this provision in violation of the obligation provided in 7.2.6 herein, or to provide assistance when
Party A, after obtaining knowledge of the occurrence of situations specified in this provision, demands Party B to increase the
protective measures ensuring the repayment of the debts hereunder, or such measures provided are deemed by Party A to be adverse
to the repayment of the principal and interests under this credit facility;


 


16.1.7        Failure to obtain Party A’s consent prior
to the occurrence of such events in violation of the obligation provided in 7.2.8 herein;


 


16.1.8        Failure to remedy immediately the situations as
requested by Party A that violate the provisions 9.1, 9.2 and 9.6 or provisions 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 9.10 and 9.11 herein;


 


16.1.9        Failure to withdraw or use the loan in accordance
with Article 10 herein, or failure to use the funds in the capital return account as Party A requested in violation of the provisions
in Article 15, or refusal to accept Party A’s oversight and failure to remedy the situation immediately as demanded by Party
A;


16.1.10      Occurrence of major acts of breach
under other legal and effective contracts entered into by Party B with Party B’s other creditors and such situation is not
satisfactorily resolved within 3 months after the occurrence of such breach.


 


The major breach mentioned above refers
to the breach by Party B that results in the amount claimed by Party B’s other creditors exceeding RMB __________.


 


16.1.11      Violation of other obligations hereunder, which,
in Party A’s reasonable judgment, causes deterioration of Party B’s credit or other situation affecting the realization
of Party A’s claims;


 


16.1.12      Occurrence of other situations that
Party A deems to be harmful to Party A’s legitimate rights and interests.


 


16.2         Upon the occurrence of any of the following on the part
of the guarantors, which in Party A opinion may affect the guarantors’ ability to provide guarantee, and failure by the guarantors
and Party B to comply when Party A demands the guarantors to remove the resulting adverse impact or demands Party B to increase
and replace the terms of the guarantee, it shall be considered an act of breach:


 


16.2.1        The occurrence of any of the situations similar
to those specified in 7.2.6, 7.2.7 and 7.2.8 herein;


 


16.2.2        Withholding information on its actual ability
to assume its responsibility for guarantee at the time of issuing the irrevocable guarantee documents or failure to obtain authorization
from the competent power organ;


 


16.2.3        Failure to complete on time annual registration
inspection procedures;


 


16.2.4        Negligence in the management of and follow-up
on its creditor’s claims for debts due or disposition of its current major assets without compensation or in other inappropriate
manner;


 






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16.3        Upon the occurrence of any of the following on the part
of the mortgagor/pledgor, which in Party A opinion may cause the mortgage/pledge to become void or the mortgaged/pledged items
to be insufficient; failure by the guarantors and Party B to comply when Party A demands the guarantors to remove the resulting
adverse impact or demands Party B to increase and replace the terms of the guarantee:


 


16.3.1        No ownership or disposal right to the pledged/mortgaged
items or there is dispute on the ownership thereof;


 


16.3.2        Withholding information when the pledged/mortgaged
items are jointly owned, have already been leased, sealed, seized or have any preferred rights senior to the pledgee’s right;


 


16.3.3        Transfer, lease, re-mortgage or dispose of the
mortgaged items in other inappropriate manner without obtaining prior written consent from Party A;


 


16.3.4        Failure by the mortgagor to maintain, take care
of and repair the mortgaged items, causing significant damage or loss to the value thereof; or the mortgagor’s actions jeopardizing
the mortgaged items, causing decrease of the value thereof; failure to insure the mortgaged items at Party A’s request during
the term of the mortgage;


 


16.3.5        The mortgaged items are, or are likely to be,
expropriated or demolished, or other events affecting the value of the mortgaged items or the mortgagee’s rights.


 


16.4        Upon the occurrence of any of the acts of breach mentioned
in 16.1, 16.2 and 16.3 above, Party A has the right to take the following measures all at the same time or separately:


 


16.4.1        Change the terms of the entrustment payment method
for loan funds and cancel the independent payment method used by Party B;


16.4.2        Suspend the release of the unused portion of the
loan;


16.4.3        Recall in advance the loan principal and interest
already released and the related fees;


16.4.4        Deduct directly from the deposit in Party B’s settlement account or other accounts and ask Merchants Bank’s other
organizations to deduct from the deposits with them so as to pay off all the debts hereunder;


 


16.4.5        Pursue claims in accordance with Article 19 herein.


 


		Article 17	Amendment and Dissolution of the Contract



 


This contract may be amended and dissolved
after consultation between and entering into written agreement by the two parties. Before entering into written agreement, this
contract shall remain effective. Neither party may amend, revise or dissolve this contract unilaterally without authorization.


  


		Article 18	Others



 


		18.1	Change of Circumstances and Force Majeure



 






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18.1.1         If there is any change of the applicable law or
policy that causes Party A’s lending activity hereunder to be in violation of the law, Party A has the right to terminate
this contract and declare all the loan already released due in advance, and Party B must immediately pay off such loan as requested
by Party A.


 


18.1.2         If there is any change of the applicable law or
policy requirements that adds additional cost for Party A to fulfill the lending obligation hereunder, Party B must compensate
Party A for such additional cost as requested by Party A.


 


18.1.3         If, during the course of performing this contract,
one party or both parties is/are impacted by Force Majeure, the impacted party shall bear no responsibility to compensate the other
party for the resulting loss, but the impacted party shall have the obligation to notify the other party promptly and take all
reasonable measure to prevent the spread of loss; otherwise the impacted party shall have the responsibility to compensate the
other party for the additional loss.


 


		18.2	Reservation of rights



 


During the effective period of this contract,
any leniency and tolerance shown by Party A toward Party B’s acts of breach or delay, or Party A’s postponement of
exercising the rights hereunder to which Party A is entitled shall not harm, affect or restrict all the interests and rights to
which Party A is entitled as a creditor pursuant to this contract and to the provisions of the relevant law, shall not be considered
acquiescence or approval of any breach of this contract, and shall not be considered Party A’s waiver of the right to take
actions against any breach already committed or any future breach.


 


		18.3	Partial Invalidity



 


If this contract, for whatever reason, becomes
legally invalid, or some of the provisions become invalid, Party B shall still fulfill the responsibility to repay all the debts.
Upon the occurrence of the situation mentioned above, Party A has the right to terminate this contract and can immediately pursue
Party B for the repayment of all the loan principal and interest hereunder and other relevant amounts.


 


		18.4	Notice



 


All the notices and requests between Party
A and Party B in connection with this contract must be delivered in written format. If sent by courier, the signed receipt of the
recipient constitutes proof of delivery (if the recipient refuses the delivery, the date of refusal will be considered effective
delivery); if sent by postal mail, such notice will be considered effectively delivered 7 days after it is mailed; if sent by fax,
the acknowledgement of the recipient’s fax system will be considered proof of delivery. If Party A notifies Party B of the
transfer of the creditor’s claims or pursue Party B for repayment by means of making announcements in the public media, the
announcement date will be the date of delivery.


 


Party A’s address:


 


Party B’s address:


 






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If Party A or Party B changes the contact
address, it must notify the other party immediately; otherwise, it must bear sole responsibility for any potential loss.


 


18.5         The loan notes hereunder and any written supplemental
agreement entered into by the two parties after consultation regarding any matters not covered herein or any revised matters shall
all be attachments hereto and constitute the inseparable part of this contract.


 


		18.6	_____



 


		18.7	_____



 


		18.8	_____



 


		Article 19	Applicable Law and Resolution of Dispute



 


19.1         The execution and interpretation of this contract and
the resolution of any dispute in connection herewith shall all be governed by the law of the People’s Republic of China and
the rights and interests of both Party A and Party B are protected by the law of the People’s Republic of China.


 


19.2         Any dispute arising from the course of performing this
contract must be settled through consultation between the two parties; if such consultation fails, either side may submit the dispute
to legal proceedings at the people’s court where Party A is located.


 


19.3         If Party A and Party B complete the certification procedures
for enforcement power, Party A may appeal directly to the people’s court that has jurisdiction for enforcement in order to
claim the debts due owed by Party B hereunder.


  


		Article 20	Effectuation of This Agreement



 


This contract will become effective after
it is signed and imprinted with the business seals or special contract seals by the respective legal representatives/major responsible
persons or the authorized agents of Party A and Party B; its legal effect shall automatically become void after the repayment in
full of all the debts hereunder and other related fees.


  


		Article 21	Others



 


This agreement has three counterparts, with
one copy each to Party A and Party B, and one to certification agency, and all of them have the same legal effect.


 






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		Party A:	/seal/ China Merchants Bank Holdings Co., Ltd., Hohhot
Ruyi Branch



		Responsible Person:	/s/ [signature not legible]



 


		Party B:	/seal/ Inner Mongolia Yongye Nongfeng Biotech Co., Ltd.



		Legal Representative:	/s/ SUN Xiaofeng



 


		Date:	November 11, 2013



 


Attachment:Promise Letter


 


[Not translated]


 






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