(Contract No. 1011122002)


 


Personal Property Pledge Contract (Total
Quantity Control Model)


 


(Selective and Summary Translation)


 


The Pledgor:        Inner Mongolia Yongye Nongfeng Biotechnology
Co., Ltd.


(“Party A”)


Legal Representative: WU Zishen


 


The Pledgee:        China International Trust and Investment Corporation
(CITIC), Hohhot Branch


(“Party B”)


Legal Representative: SUN Xiaofan


 





		Date:	December 23, 2011



 


		Article 1	Master Claim under the Guarantee



 


The master claim under the guarantee is
Party B’s creditor claim in the amount of RMB 120,000,000.00 (One Hundred Twenty Million) under the Master Contract.


 


		Article 2	Term of the Performance Period



 


Pursuant to the provisions of the Master
Contract, the performance period for the master claim is 6 months, from December 23, 2011 to June 22, 2012.


 


		Article 3	Pledged Items



 


3.1         The
Pledged Items provided to Party B are the assets listed in the “List of Pledged Items” attached hereto.


 


		Article 4	Scope of the Pledge Guarantee



 


4.1          The
scope of this guarantee includes debt principal, interest, penalty interest, compound interest, default penalty, damages and all
fees and expenses incurred in the realization of the debt claims and the Pledgee’s rights (including but not limited to litigation
fees, arbitration fees, attorney fees, traveling expenses, appraisal fees and fees associated with disposition, transfer, preservation,
announcement and enforcement).


 



    	 



    	 



    

 


		Article 5	Transfer and Custodianship of the Pledged Items



 


Party A and Party B both agree that Party
B will appoint and entrust [handwritten name of the custodian illegible] as custodian (the “Custodian”) for
the Pledged Items; Party A, Party B and the Custodian have entered into “Personal Property Pledge Custodianship Agreement”
(agreement number: [handwritten number illegible]), which sets forth the responsibilities and obligations of each of the
three parties.


 


		Article 6	Insurance of the Pledged Items



 


6.1           During the effective period of the pledge, Party
A must insure the Pledged Items with an insurance company designated by Party B and must not suspend or cancel the insurance for
any reason during the term of the insurance. The term of the insurance must exceed the term of the pledge by ____ months.


 


6.2           Party
A must indicate in the insurance policy that Party B is the primary beneficiary of the policy and, in the event of the occurrence
of any covered incident, the insurer must wire the insurance compensation to an account designated by Party B.


 


6.3           If
Party A fails to place insurance pursuant to the above, Party B shall have the right to do so directly for Party A with Party A
being responsible for all the fees and premiums.


 


6.4           The
insurance policy must be placed in Party B’s care.


 


6.5           During
the effective period of the pledge, if the value of the Pledged Items decreases for any reason beyond the covered risk event, Party
A must provide additional guarantee approved by Party B.


 


6.6           Party
A agrees that Party B shall have the right to use the insurance compensation, if it is received due to the damage or loss of the
Pledged Items, in the following manner:


 


			Repay the loan principal and interest and all the fees and expenses associated;



 


			Convert the amount as fixed-period deposit to be used as pledge guarantee for the Master Contract;



 


			Use it to restore or repair the Pledged Items in order to restore the value of the Pledged Items;



 


			Place it in escrow with a third party designated by Party B.



 


		Article 7	Damage Caused by a Third Party



 



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7.1          During
the effective period of the pledge, if the act of a third party causes any decrease in the value of the Pledged Items, all damage
compensation received must be deposited into an account designated by Party B and Party A agrees that Party B shall have the right
to use such amount in accordance with the provisions of Section 11.2 herein.


 


7.2          During
the effective period of the pledge, if the act of a third party causes any decrease in the value of the Pledged Items, Party A
must provide additional guarantee approved by Party B.


 


		Article 8	Realization of the Pledgee’s Right



 


Upon the occurrence of any of the following,
Party B shall have the right to dispose of the Pledged Items:


 


8.1          Party
A fails to perform all or part of its debt obligations under the Master Contract upon the expiration of the term of the loan


 


8.2          The
occurrence of other circumstances in which Party B may realize its creditor claims in advance pursuant to the provisions of the
Master Contract.


 


8.3          Party
A’s suspension of operation, going out of business, filing (or being forced to file) for bankruptcy, dissolution, business
license being revoked or cancelled.


 


8.4          Material
decrease of the value of the Pledged Items and Party A’s failure to provide additional guarantee approved by Party B.


 


8.5          Party
A’s experience of other events that endanger or harm, or are likely to endanger or harm, Party B’s rights and interests.


 


8.6          Party
A’s failure to perform, or violation of, any of its obligations specified herein.


 


Party B shall have the right to demand additional
compensation if the proceeds from the disposition of the Pledged Items is insufficient.


 


		Article 9	Party A’s Representations and Warranties



 


9.1          Party
A warrants that Party A has the complete, valid and legal ownership and disposition right to the Pledged Items hereunder and is
the sole legal owner of such Pledged Items, and there is no joint ownership or pro rata ownership with respect to such Pledged
Items.


 


9.2          Party
A warrants that there is no dispute regarding the ownership of such items and no freeze, withholding, pledge or other enforcement
action involving such items.


 



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9.3         Party
A fully understands the provisions herein and is providing such guarantee of its own volition.


 


9.4         The
pledge established on the Pledged Items by Party A has been authorized by Party A’s board.


 


9.5         The
pledge will not be subject to any limitation and will not result in any illegal situations.


 


9.6         All
the documents and information provided by Party A in connection with the Pledged Items are valid, truthful, accurate and complete.


 


		Article 10	Party A’s Rights and Obligations



 


10.1       During
the term of the this contract, if there is any major change that may affect Party A’s rights to the Pledged Items, including
but not limited to share transfer, reorganization, major financing, sale of assets, acquisition, M&A, spin-off, equity restructuring,
joint capital or joint venture or joint operation, contracting or lease, external investment, substantial increase of debt financing,
change in the scope of operation and registered capital, bankruptcy or liquidation, that may affect Party B’s rights and
interests, Party A must notify Party B promptly.


 


10.2       During
the effective term of this contract, Party A shall not transfer, lease, re-pledge, gift, entrust, remodel or dispose of all or
part of the Pledged Items without Party B’s prior written consent.


 


10.3       If
the Pledged Items are affected or are likely to be affected by any harm from a third party, Party A has the obligation to take
effective measures to prevent such harm.


 


10.4       Party
A shall not set up any obstacle in the event that Party B exercises its right to dispose of the Pledged Items or attempt to impede
or delay such disposition. Party A must provide all necessary assistance at Party B’s request.


 


10.5       After
the Debtor has repaid all the debts under the Master Contract, Party A shall have the right to demand that the pledge hereunder
be dissolved.


 


10.6       Party
A shall have the obligation to pay the custodian fee, storage fee, transportation fee, loading/unloading fee, inspection fee, stamp
duty and all other fees in connection with the maintenance and management of the Pledged Items in accordance with the provisions
provided in the “Personal Property Pledge Custodianship Agreement” between Party A, Party B and the Custodian.


 


		Article 11	Party B’s Rights and Obligations



 



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11.1       Party
B shall have the right to dispose of the Pledged Items in accordance with the provisions herein, if the Debtor fails to perform
all or part of its debt obligations upon the expiration of the term of the loan in accordance with the Master Contract.


 


11.2       If
the proceeds from the disposition of the Pledged Items are insufficient to repay all the debts within the scope of the guarantee
hereunder, Party B shall have the right to pursue the Debtor in accordance with the law for any insufficient portion; Party B must
return the remaining part, if any, to Party A after repayment.


 


11.3       If
Party A fails to pay all the relevant fees in accordance with Section 10.6 herein, Party B shall have the right (but not the obligation)
to dispose of the Pledged Items and pay such fees to the Custodian upon receiving the notice from the Custodian on behalf of Party
A.


 


		Article 12	Responsibility for Fees



 


Party A shall be responsible for all the
fees (appraisal, certification, insurance, registration, authentication, preservation and storage, etc.) in connection with this
contract.


 


		Article 13	Breach and Handling of Breach



 


During the effective term of this contract,
if Party A breaches any provisions in Article 3, Article 5, Article 6, AR7, Article 9 and Article 10 herein, Party B shall have
the right to demand Party A to rectify such breach, provide corresponding guarantee, compensate for any loss and shall have the
right to dispose of the Pledged Items.


 


Party A agrees that Party B shall have the
right to handle the proceeds from such disposition in accordance with the provisions of Section 11.2 herein.


 


		Article 14	Continuity of the Obligations



 


All of Party A’s obligations hereunder
shall continue and be binding to Party A’s successors, designees, transferees and all surviving entities after merger, reorganization
and change of names, and shall not be subject to any dispute, claims, orders from superiors, provisions of Party A’s contracts
with other parties, nor shall they be affected by the Debtor’s bankruptcy, insolvency or loss of business qualifications
or any other events.


 


		Article 15	Contract Effectuation



 


This contract shall become effective upon
the satisfaction of the following conditions:


 


15.1       The
contract is executed by the respective representatives of both parties.


 



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15.2       The
Custodian and Party A has provided the “List of the Pledged Items” to Party B.


 


		Article 16	Contract Amendment and Dissolution





 


After the contract has become effective,
neither party can modify, change or dissolve this contract without prior consultation and agreement with the other party.


 


		Article 17	Resolution of Dispute



 


Any dispute that cannot be resolved through
consultation between the parties hereto must be resolved through legal action submitted to the people’s court at Party B’s
location.


 


During the course of the litigation or arbitration,
all provisions that are not in dispute shall continue to be performed.


 


		Article 18	Others



 


18.1       If
Party B and the Debtor agree to revise some provisions in the Master Contract, except those regarding the extension of the term
of the Master Contract or the increase of debt, there is no obligation to obtain Party A’s consent and Party A shall not
use this as ground to absolve of its responsibility for guarantee hereunder.


 


18.2       Other
matters not covered herein may be provided in supplemental agreement, which shall have the same legal effect.


 


18.3       Any
provision or content herein that are determined to be invalid shall not affect the validity of any other provision or content herein.


 


18.4       Any
notice sent by Party B to Party A shall be considered received if it is sent by telex, telegram or faxed or received three days
after it is posted in registered mail.


 


18.5       Party
A and Party B will each have a copy of this contract.


 



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[Attachment: List of the Pledged Items]


 


	Party A:	(Seal or Special Business Seal)
	 	/seal/ Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd.
	Legal Representative:/s/ [signature not legible]
	 	 
	Party B:	(Seal or Special Business Seal)
	 	/seal/ China International Trust and Investment Corporation (CITIC),
	 	Hohhot Branch
	Legal Representative: /s/ SUN Xiaofan


 


[Attachment: List of the Pledged Items]


 








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