Asia Green Agriculture Corporation: Exhibit 10.29 - Filed by newsfilecorp.com






Exhibit 10.29 

RMB Liquid Fund Loan Contract 

Contract No.: (2011) Jian Ping Song Dai CZ Zi No.12 


	Borrower (Party A): Fujian Yada Group Co., Ltd 	  
	Domicile (Address): Shuinan Industrial Road, Songxi County
    	Zip Code: 353500 
	Legal Representative: Zhan Youdai 	  
	Fax: 2332598 	Tel: 2332688 



 






	Lender (Party B): Songxi Branch of China Construction 	  
	Bank Corporation Ltd. 	  
	Domicile (Address): No. 121, Jiefang Street, Songyuan Town,
    	Zip Code: 353500 
	Songxi Province 	  
	Legal Representative: Liu Liquan 	  
	Fax: 2322644 	Tel: 2322670 







     Exhibit 10.29 

For the necessity of funds turnover of Fujian Yada Group Co.,
Ltd., Party A hereby applies to Party B for a loan, and Party B agrees to
release the loan to Party A (the “Loan”). This Contract is made in line
with Contract Law of the People's Republic of China and the General Provisions
of Loans to specify the rights and obligations of parties involved.

ARTICLE 1 AMOUNT OF LOAN 

Party A borrows RMB (In words) Eight Million from Party
B. 

ARTICLE 2 USAGE OF LOAN AND SOURCE OF REPAYMENT 

Purpose of the Loan, source of the repayment under the Contract
will be referred to Annex 1 named “Basic Information of the Loan”. 

ARTICLE 3 TERM OF LOAN 

The term of loan under this Contract is 12 months,
commencing from November 28, 2011, and ending on November 28, 2012. 

In the event that the commencement date of the Loan under this
Contract conflicts with the archived document (loan receipt, the same
hereinafter), the actual issuing date of the Loan demonstrated on the Loan
archived document at the first time of issuance of such a loan shall govern and
the aforementioned maturity date of the Loan shall change accordingly. 

The archived document is part of the Contract with equal legal
effect.

ARTICLE 4 INTEREST RATE OF THE LOAN, PENALTY INTEREST RATE,
CALCULATION AND SETTLEMENT 

1.          
Interest Rate of the Loan 

The interest of the loan under this Contract is calculated on a
per annum basis in accordance with the section (2) as follows:

(1)           Fixed rate
at _blank__%, within the term of the Loan, this rate will not be adjusted;

(2)           The interest
rate shall be the benchmark rate at the commencing date of the interest at the
corresponding level plus (plus/ minus) __blank___%, such interest
rate will not change within the term of the Loan;

(3)           Floating
rate shall be the benchmark rate at the Commencement Date at the corresponding
level _plus__ (plus/ minus) _15_%, and such floating rate shall be
adjusted once __1_ month in accordance with the benchmark rate of the rate
adjusting date as well as the above plus/ minus level from the interest
commencing date to the liquidation date of fulfilling all the principal and
interests under the Contract; or

(4)          
____Blank______. 

2.          
Penalty Interest Rate 




     Exhibit 10.29 

(1) In the event that Party A does not use the Loan in
accordance with this Contract, the penalty interest rate will be the interest
rate of the Loan plus 100%. If the interest rate of the Loan has been
adjusted in line with the above section (3), the penalty interest rate will be
adjusted based upon the above interest rate and the corresponding level
accordingly. 
(2)          
The penalty interest rate of the overdue Loan will be the interest rate of the
Loan plus 50%. If the interest rate of the Loan has been adjusted in line
with the above section (3), the penalty interest rate will be adjusted based
upon the above interest rate and the corresponding level accordingly.

(3)           In the
condition that both the loan becomes overdue and there is misuse of the Loan,
the penalty rate or a double rate should be imposed subject to the severity.


3.          
The Commencement Date hereof means the date when the initially issued Loan is
archived to the loan issuing account (the “Loan Issuing Account”) as
agreed in Article 6 of the Contract.

The benchmark interest rate at the first time of issuance of
the Loan means the loan interest rate at the corresponding time and level
announced by the People’s Bank of China. Thereafter, when the aforementioned
interest rate is adjusted, the benchmark interest rate means the loan interest
at the corresponding time and level announced by the People’s Bank of China on
the adjustment date. If the People’s Bank of China does not announce the loan
interest at the corresponding time and level, the benchmark interest rate will
be the loan interest rate recognized by inter-banks or at the usual and
corresponding time and level on the adjusting date, unless both Parties agree
otherwise. 

4.          
The interest of the Loan will commence from the date when the Loan is archived
to the Loan Issuing Account. The interest of the Loan will be calculated on a
daily basis (daily interest rate=annual interest rate/360). If Party A fails to
pay for the interest on the settlement date as agreed under this Contract, the
compound interest rate will be collected from the following day. 

5.          
Settlement of Interest 

(1)          
A loan with a fixed interest rate shall be settled in accordance with the agreed
interest rate. For a loan with a floating interest rate, the interest rate shall
be decided based upon the interest rate in each floating term.

(2)          
This Contract shall settle the interest based upon section (i) as follows:

         
(i)           monthly
settlement of the interest; the settlement date will be 20th day of
each month; 
         
(ii)          quarterly
settlement of the interest; the settlement date will be 20th day of
the last month of each quarter;
or 
         
(iii)         ___Blank_______. 

ARTICLE 5 ISSUANCE AND PAYMENT OF THE LOAN 

1.          
Precondition of Issuing Loan 

Unless the following preconditions are consecutively satisfied
or Party B gives up the whole or part of such preconditions, Party B is
obligated to issue the Loan as long as: 




     Exhibit 10.29 

(1)          
Party A has fulfilled related approvals, registrations, deliveries, insurance
and other legal procedures as required under this Contract;

(2)           If the
Contract requires any guarantee, such guarantee meeting Party B’s requirements
has been effective and continues to be effective;

(3)           Party A has
opened an account for withdrawing and depositing money as required by Party B;

(4)           Party B does
not breach the Contract;

(5)           No situation
that will harm the credit of Party A as agreed under the Contract has occurred;

(6)           Issuance of
the Loan under the Contract by Party B is not prohibited or limited by laws,
regulations or competent authorities;

(7)           The
financing index of Party A consecutively meets the requirements as addressed in
Annex 2 titled “Financing Index Binding Provision”;

(8)           Party A has
submitted relevant materials as agreed in the Contract prior to issuing the
Loan; 
(9)           The
materials provided by Party A to Party B are legal, authentic, integrated,
accurate, effective and meet the other requirements of Party B; and

(10)         Other
pre-conditions: ______Blank_______________. 

2.          
Loan-paying Plan 

Loan paying means Party B issues the Loan to the Loan Issuing
Account in accordance with the requirements of Party B and as agreed in the
Contract. 

Loan-paying plan shall be decided in accordance with the
first method as follows: 

(1)          
Loan-paying Plan: 

	(i) November 28, 2011 	Amount: RMB 8,000,000 
	(ii) Date 	Amount 
	(iii) Date 	Amount 
	(iv) Date 	Amount 
	(v) Date 	Amount 
	(vi) Date 	Amount 
	(2)          
      Loan-paying Plan: 	  
	 	  
	(i) From______to 	Amount 
	(ii) From______to 	Amount 
	(iii) From______to 	Amount 
	(iv) From______to 	Amount 
	(v) From______to 	Amount 
	(vi) From______to 	Amount 



	(3) 	
      Paying at any time as required by Party A; or

	(4) 	
      ________Blank_______.



3.          
Party A shall use the Loan in accordance with the above loan-paying plan. Unless
Party B agrees in writing, Party A shall not accelerate, postpone, split or
cancel the Loan. 

4.          
If Party A divides and uses the Loan more than once, the expiration date of the
Loan shall be decided in accordance with Article 3 of the Contract. 




Exhibit 10.29 

5.          
Materials Provided by Party A. 

Party A and Party B choose to use the __No.2___ item as
follows (item No.1 or No.2) regarding the agreement on Party A’s providing
materials: 

No.1 

(1)          
Only satisfying the ____blank___ requirement: 

         
(i)           Single use of
the Loan exceeds RMB10,000,000 and any payment under such Loan exceeds
RMB10,000,000; 
         
(ii)          _________Blank_________.


Party A shall provide Party B the following materials no later
than __blank___ working days prior to using such Loan: 

         
(i)           Loan archived
documents and payment settlement certificates signed and chopped by Party
A; 
         
(ii)          Transactional
documents including, but not limited to, goods, services, capital contracts
and/or invoices in writing or in electronic format that can be evidence for the
capital and use of such Loan; 

and other documents by Party A as required by Party B
(including, but no limited to, business licenses, power of attorney, bylaws,
shareholders resolutions, board resolutions and other materials of the parties
having transactions with Party A). 

(2)          
Except for the above agreements or that Party B decides that Party A is
authorized to decide the payment as agreed in section 7 hereinafter based upon
Party B’s reviewing the materials provided by Party A, Party A shall provide the
following materials to Party B no later than __blank__ working days prior
to using such Loan: 

         
(i)           Plan of using
the Loan in line with the proposed
Loan; 
         
(ii)          Loan archived
documents signed and chopped by Party A. 

No.2 

Regardless of the amount of each Loan, Party A shall provide
Party B with the following materials no later than __blank___ working days prior
to using such Loan: 

         
(i)           Loan archived
documents and payment settlement certificates signed and chopped by Party
A; 
         
(ii)          Transactional
documents (including, but not limited to, goods, services, capital contracts
and/or invoices in writing or in electronic format that can evidence the capital
and use of the Loan; and other documents by Party A as required by Party B
(including, but no limited to, business licenses, power of attorney, bylaws,
shareholders resolutions, board resolutions and other materials of the parties
having transactions with Party A). 




     Exhibit 10.29 

6.          
Entrusted Payment of Party B 

(1)          
Application of Entrusted Payment of Party B 

In the event that a single payment meets the requirement of
___(ii)____, such payment should be entrusted to Party B, i.e. Party A
irrevocably entrusts Party B to pay the capital to a third party who has a
transaction with Party A. Party A is prohibited to extend such a payment to its
cooperator or any third party. 

         
(i)           A single payment
that exceeds RMB10,000,000, any payment within the scope of such capital to a
third party exceeds RMB10,000,000, and Party B approves the payment to the payee
based upon materials provided by Party
A; 
         
(ii)          Regardless the amount
of each Loan, Party B is entrusted to fulfill the
payment; 
         
(iii)         _________Blank___________.


(2)          
In the event that Party B is entrusted to fulfill the payment, Party B shall
archive such capital to the Loan Issuing Account and pay the Loan to the account
of the cooperator of Party A directly. Party A shall not dispose the Loan in any
manner (including, but not limited to, transferring and withdrawing deposit).


(3)          
Party B will conduct a formal examination on the amount of payment, time of the
payment, the payee, the method of payment and the underlying accounting based
upon materials provided by Party A. After Party B finishes such an examination
of the above elements and decides that such elements meet Party B’s
requirements, Party B shall pay for the partner of Party A. Once the Loan is
archived into the account of the partner, it will deem that Party B fulfills the
obligation of the entrusted payment. Party A shall confirm whether such a
payment is successful within one (1) working day after the payment in a timely
manner. If the payment fails, Party A shall inform Party B at once. Party A
shall guarantee that the partner and use of the Loan are in line with the
transactional documents. 

(4)          
The formal examination of the above elements of payment means that neither
confirms Party B the authenticity and legal compliance of any transaction nor
intervenes with any dispute between Party A and its cooperator or any other
third party or any responsibility and duty burdened by Party A. For any damages
suffered by Party B due to the entrustment, Party A shall compensate Party B.


(5)          
In the event that any payment was not successfully or timely archived into the
account of Party A’s cooperator due to the materials provided by Party A not
being integrated, authentic, in compliance with the specific use of the capital,
or the conflicts exist in the materials provided by Party A, which are not the
fault of Party B, both Parties shall follow the agreements below: 




     Exhibit 10.29 

         
(i)        all the damages, including, but
not limited to, failure of paying the Loan or failure of paying the Loan in a
timely manner, shall be burdened by Party A. Party B shall not be liable for
such damages and any loss suffered by Party B shall be compensated by Party
A; 
         
(ii)       Party A shall not dispose such a Loan
in any manner (including, but not limited to, transferring and withdrawing
deposit); 
         
(iii)      Party A shall provide new materials and
correct information within ___3__ working days as required by Party B. 

If Party A breaches any of the above agreement, Party B is
authorized to recover such loan capital ahead of the schedule. 

(6)          
Any failure, mistake, delay of paying the Loan, other risks, liabilities and
damages shall be burdened by Party A and Party B shall not be liable for the
aforementioned. Party A shall compensate Party B all the damages arise hereof.


7.          
Payment by Party A 

In the event that does not satisfy the requirements addressed
in the above Section 1 of Article 6 regarding the entrusted payment, Party A is
authorized to pay by itself, i.e. Party A will pay for its cooperator after
Party B’s archiving the loan capital into the Loan Issuing Account based upon
Party A’s application for withdrawing deposit. Party A shall guarantee that the
cooperator and use of the Loan are in line with the transactional documents.


8.          
Regardless of whether the payment is made by Party A or entrusted to Party B,
once the loan capital is archived into the Loan Issuing Account, it is deemed
that Party B has fulfilled its obligation of issuing the capital. Party A shall
guarantee that the status of the Loan Issuing Account is normal (including, but
not limited to, freezing by competent authorities, deducting and so on). Any
freezing or deducting conducted by the relevant authorities after the loan
capital is archived into the Loan Issuing Account, other risks, liabilities and
loss shall be shouldered by Party A. All the damages suffered by Party B shall
be compensated by Party A. 

9.          
When any of the following events occur, Party B is authorized to change the
method of paying the loan capital, including, but not limited to, adjusting the
entrusted payment (such as, adjusting the standard amount of the entrusted
payment), altering the payment method of a single loan capital and so on: 

         
(i)            
Party A breaches any agreement under this
Contract; 
         
(ii)            Any event
that could harm the credit of Party B as agreed under this
Contract; 
         
(iii)           Other
situations where Party B deems that it is necessary to change the payment method
of the loan capital. 

When Party B changes the payment method, Party A shall provide
new materials as agreed under this Contract and required by Party B. 

ARTICLE 6 USE AND SUPERVISION OF THE ACCOUNT 




Exhibit 10.29 

1.          
Loan Issuing Account 

The Loan Issuing Account under this Contract shall be decided
in accordance with the No.2 method as follows: 

         
(i)           Within _blank___
working days after the Contracts becomes effective and prior to the first loan
issuance, Party A shall open a special capital issuing account under the
services of Party B. This account shall specialize in issuing and paying all the
loans under the
Contract. 
         
(ii)           Other accounts
of Party A opened under the services of Party B (Account No.:
35001677607059558888). 

2.          
Capital Collecting Account 

(1)          
Within _blank__ working days after the Contract becomes effective, Party A shall
open a capital colleting account or use an existing account (Account No.:
35001677607059558888) as the capital collecting account under the
services provided by Party B.

(2)           Party A
shall report the fund flows of the capital colleting account to Party B
quarterly (“monthly” or “quarterly”) as a circle. Party A shall collect
and report the fund flows of the last circle to Party B no later than
___15___ working days at the beginning of each circle.

(3)           Party B is
bestowed to manage the fund flows of the capital collecting account, concretely;
the capital collecting account shall meet the ___(iii)___ requirement as
follows: 

          (i)
Average capital stock in the account:
______________________________
         
(ii) Time of the collecting fund:
_____________________________
         
(iii) Ratio of total sale amount of Party A collected into the account: Ratio
of total sale amount of Party A collected into the account should be not
less than the loan proportion provided by Party
B. 
          (iv)
Limitation on a single amount in the account payable to the outside:
_______
          (v) Limitation
on amount in the account per day payable to the outside:
_______
          (vi)
Limitation on signing with online banks:
____________________________
         
(vii) Any payment of the capital of the account to the outside shall be agreed
by Party B:
_____________________________________________________________

         
(viii) Such an account shall only be used for collecting or paying loans under
the Contract and is not allowed to be used for any other purpose:
___________________
         
(ix)
_____________________________________________________________
         
(x) Other requirements provided by Party B; (xi) Shall execute any related
arrangement in line with the account management agreement entered into by Party
A and Party B. 

ARTICLE 7 REPAYMENTS 

1.          
Sequence of Repayment 

The repayment by Party A under the Contract shall be in
accordance with the following rules: 




     Exhibit 10.29 

Party B has the right to require Party A to repay any fee that
should have been burdened by Party A but advanced by Party B as agreed under the
Contract, and fees incurred to realize the credit of Party B. The remainder of
the repayment shall be used to repay the interest first and then repay the
principal in line with the rule of clearing the interest with the principal.
However, as to the overdue principal and interest for ninety (90) days without
being collected or other loans as regulated by laws, regulations and ordinances,
Party A shall repay the principal first and then repay the interest after
fulfilling the above fees. 

2.          
Repayment of Interest 

Party A shall repay Party B the interest at the date of
settling such interest. The first day of repaying the interest is the first day
of settling the interest after issuing the Loan. At the last time of repaying
the Loan, the interest shall be repaid together with the principal. 

3.          
Plan of Repaying Principal 

The plan of repaying principal shall be decided in accordance
with the 1st method: 

	(1) 	
      November 28, 2012, amount RMB
    8,000,000;

	(2) 	
      Date____________, amount _____________;

	(3) 	
      Date____________, amount _____________;

	(4) 	
      Date____________, amount _____________;

	(5) 	
      Date____________, amount _____________;

	(6) 	
      Date____________, amount
_____________;



4.          
Method of Repayment 

Party A shall prepare enough capital in the capital colleting
account or other accounts opened under the services of Party B prior to the
repayment date and make such accounts automatically transferred (Party B is
authorized to draw the repayment in the account), or Party A shall repay the
Loan via other accounts on the repayment date as agreed under this Contract.


5.          
Pre-repayment (early payment or prepayment) Prepayment of the loan 

In the event that Party A decides to repay the Loan ahead of
schedule, it shall inform Party B the prepayment in writing ____30___
working days in advance. After Party B’s consent, Party A is authorized to repay
the partial or whole of the interest and principal ahead of schedule. 

The amount of the prepayment by Party A shall be computed based
upon the actual days of using the Loan and the interest of the Loan shall be in
accordance with the Contract. 

In the event that Party B agrees to the prepayment of the loan
by Party A, Party A is authorized to charge Party B compensation that shall be
decided in according with the 1st standard as follows:





     Exhibit 10.29 

(1)          
Amount of compensation = amount of the repayment principal*number of repayment
months × __0.5‰__, less than a month will be deemed as a month. 

(2)          
_____Blank_______. 

If Party A repays the Loan in installments and repays part of
the principal, it shall repay the Loan in an opposite sequence. After
prepayment, the interest on the remainder of the Loan shall be decided in
accordance with the Contract. 

ARTICLE 8 RIGHTS AND OBLIGATIONS OF PARTY A 

1.          
Rights of Party A 

(1)          
Party A is authorized to require Party B to issue the Loan in accordance with
the Contract;

(2)           Party A is
authorized to use the Loan in line with the Contract;

(3)           Party A is
authorized to propose extending the term of the Contract by meeting the
requirements of Party B;

(4)           Party A is
authorized to require Party B to keep trade secrets regarding materials of
accounting information and operation provided by Party A confidential;

(5)           Party A is
authorized to prohibit any attempt at bribery by Party B and its employees and
to report any behavior by Party B that breaches the laws and regulations
relating to credit and loan interest, services charge and other behaviors to
relevant authorities. 

2.          
Obligations of Party A 

(1)          
Withdraw deposits in line with the agreements under the Contract, fulfill
repayment of the interest and principal of the Loan as well as the burden of any
fees incurred under the Contracts;

(2)           Provide
relevant accounting information, materials of business operation and other
documents as required by Party B, including, but not limited to, the quarterly
balance sheet and income statement (income and expenditure statement for a
public institution) of last quarter within the initial ___15___ days of
first month of each quarter, provide the cash flow of each fiscal year as of or
as at the end of the current fiscal year, and guarantee that all the materials
provided are legal, authentic, integrated, accurate and effective.

(3)           In the event
that disadvantaged matters that will harm the debt paying ability of Party A or
the credit of Party B occur, or the name, legal representative (supervisor),
residence, business scope, registered capital, bylaws of company and other
changes relating to administration on industry and commerce, Party A shall
inform Party B within 3 working days in written and provide materials after such
changes; 
(4)          
Party A shall use the Loan in line with the Contract without the diversion or
embezzling of funds, illegally engaging in business and transactions, investing
in fixed assets or equity interests via the Loan, using the Loan in the areas of
production and operation prohibited by the State, using the Loan for exchange of
the debts incurred in the course of investing in the fixed assets and equity
interests of Party A; Party A shall coordinate and accept the examination and
supervision by Party B regarding the business operation and accounting
activities, use and payment of the Loan under the Contract, and relevant
management requirements by Party B after issuing the Loan; Party A shall not rescind funds, transfer assets or take advantage of
affiliated transactions to avoid any debt; Party A shall not use any false
contracts entered into with its affiliates and credits of any negotiation or
debt receivable to obtain any discount or pledge from a bank and extract any
bank capital or credit; Party A shall repay the Loan in accordance with the
Contract and shall not avoid the entrusted payment of Party B via breaking down
into elements. 




     Exhibit 10.29 

(5)          
If Party A uses the Loan under the Contract to engage in production, Party A
shall obey relevant national regulations of environment protections;

(6)           Party A
shall not provide a guarantee to a third party by using the assets under the
Contract without obtaining the consent from Party B prior to repaying the
interest and the principal of the Loan;

(7)           If Party A
is a group client, Party A shall report any affiliated transactions accounting
for 10% or more of Party A’s net assets, including (i) the relationship of each
transaction party; (ii) essential transactional items; (iii) amount of the
transactions or relevant ratio; (iv) pricing policies (including those
transactions without amount or with only nominal amount);

(8)           Prior to
Party A’s merger, spin-off, transfer of equity interests, investment, material
increase of debt financing and other significant events, Party A shall obtain a
written consent from Party B. However, such consent of Party B will not affect
any right to remedies asserted by Party B when Party B deems that the above
events may harm the credit of Party B;

(9)           Party A
shall report the use and repayment of the Loan to Party A. Party A shall report
the use and repayment of the Loan of last month to Party B within the initial
___15___ working days of each month and provide actual use of the Loan
until such Loan has been fulfilled. 

ARTICLE 9 RIGHTS AND OBLIGATIONS OF PARTY B 

1.          
Party B is authorized to require Party A to repay the principal, interest and
fees in a timely manner, manage and control the capital flow of the Loan,
actively monitor the whole fund flow of Party A, collect the repayment ahead of
schedule based upon the capital collecting of Party A, exercise other rights
under the Contract and require Party A to perform other obligations under the
Contract; 

2.          
Party B is authorized to participate in the big financing of Party A (i.e. the
total amount exceeds RMB50,000,000 or the equivalent currency), assets sale,
merger, spin-off, restructure of equity interests, bankruptcy, liquidation and
other activities to safeguard the credit of Party B. The details of the plan of
participation shall be according to 1st item: 

(1)          
When Party A engages in the above activities, it shall obtain the consent of
Party B; 
(2)          
Party B shall arrange for the big financing of Party A;

(3)           The sale
price of Party A’s assets and buyer shall be in line with the following
requirements: 
___________Blank_____________________;

(4)           Other
methods that Party B deems appropriate to adopt. 

3.          
Party B shall issue the Loan in line with the Contracts, except for any delay or
failure which can be imputed to neither Party A or Party B; 




Exhibit 10.29 

4.          
Party B shall keep trade secrets regarding accounting information and business
operation provided by Party A confidential except for otherwise required by
laws, regulations, competent authorities or agreed by both Parties; 

5.          
Neither shall Party B attempt to bribe Party A and its employees nor seek,
accept any bribery attempted by Party A; 

6.          
Neither shall Party B perform dishonestly or harm Party A’s legal rights. 

ARTICLE 10 BREACH OF CONTRACT 

1.          
Breach of Contract by Party B and Liabilities 

(1)          
In the event that Party B does not issue the Loan in line with the Contract
without legitimate reasons, Party A is authorized to require Party B to fulfill
the specific performance of issuing the Loan according to the Contract;

(2)           If Party B
charges unnecessary interest and fees by disobeying national laws or prohibitive
regulations, Party A is authorized to require Party B to return such expenses.


2.          
Breach of Contract by Party A 

(1)          
Party A breaches any agreement under the Contract or any legal obligation;

(2)           Party A
expresses or demonstrates by its conduct that Party A will not perform any of
the obligation under the Contract; 

3.          
Situations that May Harm Credit of Party B 

(1)          
Party B will deem the following events potentially harmful to the credit of
Party B under the Contract: occurrence of contract, trust (take over), lease,
shareholding reform, decrease of registered capital, investment, association,
merger, acquisition, purchase and restructure, spin-off, joint venture,
substantial increase of debt financing, suspension of business, application for
dissolution, revocation, application for bankruptcy, change of control of the
actual shareholder or controller, transfer of material assets, winding up,
closing of business, stiff fines by competent authorities, de-registration,
revocation of business license, involving in significant legal disputes,
difficulties of business operation or deterioration accounting, descending of
credibility, inability to perform the normal obligations by the legal
representative or the supervisor;

(2)           Party B will
deem the following events potentially harmful to the credit of Party B under the
Contract: Party A fails to fulfill other maturity debts (including the debts to
the entities of the China Construction Bank at each level and other debts to any
third party), transfer the properties at a low price or without consideration,
lessen or exempt credits of a third party, reluctantly perform other credits or
rights, provide guarantee to a third party; Party A’s financial index does not
consecutively meet the requirement addressed in the Annex 2 named “Financing
Index Binding Provision”; the fund flow of any account of Party A becomes
abnormal (including, but not limited to, the capital collecting account and
other accounts supervised by Party B); Party A materially breaches the Contract;
The profitability of Party A falls; Use of the Loan becomes abnormal; 




     Exhibit 10.29 

(3)          
Party A abuses the independent status of the legal entity or the limited
liability of shareholders;

(4)           Any
pre-condition of consecutively issuing loan by Party B under the Contract does
not satisfy; 
(5)          
Party B will regard the following situations of the guarantor of the Contract as
the events that may harm the credit of Party B under the Contract: 

         
(i)           Breach of any
agreement under the guarantee agreement or the warranties and representations
have any false statement, mistake, or
omission; 
         
(ii)           Occurrence of
contract, trust (take over), lease, shareholder reform, decrease of registered
capital, investment, association, merger, acquisition, purchase and restructure,
spin-off, joint venture, substantial increase of debt financing, suspension of
business, application for dissolution, revocation, application for bankruptcy,
change of control of the actual shareholder or controller, transfer of material
assets, winding up, closing of business, stiff fines by competent authorities,
de-registration, revocation of business license, involvement in significant
legal disputes, difficulties of business operation or deterioration accounting,
fall in credibility, inability to perform the normal obligations by the legal
representative or the
supervisor; 
         
(iii)           Other events
of losing or potentially losing of the ability to guarantee. 

(6)          
Party B will regard the following situations of the mortgage and pledge as the
events that may harm the credit of Party B under the Contract: 

         
(i)           Damages, loss
and decrease of value of the property under mortgage or pledge due to the
behavior of any third party, expropriation by the State, confiscation,
condemnation, re-collection without compensation, removal, market changes or
other reasons; 
         
(ii)           Properties
under mortgage or pledge are attached, detained, frozen, deducted, under liens,
auctioned, supervised by administrative authorities, or their ownerships are
under disputes; 
         
(iii)           Mortgagee or
pledgor breaches any agreement under the mortgage or pledge agreement or the
warranties and representations have any false statement, mistake, or
omission; 
         
(iv)           Other events
that may harm the realization of Party A’s credit in the mortgage or pledge.


(7)          
Failure of formation, ineffectiveness, invalid, revocation, and cancellation of
the Contract, guarantor’s breaches or expression that he will not perform his
duties, or the guarantor deems that any event that may harm the credit under the
Contract; or 

(8)          
Any other events that Party B deems could harm the credit of Party B under the
Contract. 

4.          
Measures of Remedies for Party B 

In the event that the following section (2) and section (3)
occur, Party B is authorized to a right or some of the rights as stated above:


(1)          
Terminating the Loan;

(2)          
Supplementing the conditions regarding issuing the Loan and payment;

(3)           Altering the
payment method of the Loan; 




     Exhibit 10.29 

(4)          
Declaring an immediate maturity of the Loan and requiring Party A to repay any
principal, interest and fee regardless whether such Loan has been due under the
Contract;
 (5)          
When Party A fails to use the Loan in accordance with the Contract, Party B is
authorized to require Party A to pay a penalty fee equivalent to 1% of
the amount that is used not in line with the Contract and to refuse any capital
that has not been withdrawn by Party A under the Contract;

(6)           In the event
that Party A does not use the Loan in line with the Contract, Party B is allowed
to charge interest and compound interest according to the penalty rate and
agreements of the interest settlement under the Contract commencing from the
date when the Loan is not used as agreed in the Contract to the date when both
the principal and the interest have been
repaid; 
(7)          
When any overdue repayment occurs and Party A fails to fulfill the repayment of
the loan principal and interest (including the loan capital and interest that
have been declared as partial or whole maturity), Party B is authorized to
charge Party A the interest and the compound interest according to the penalty
rate and agreements of the interest settlement under the Contract commencing
from the date when the Loan is not used as agreed in the Contract to the date
when both the principal and the interest have been repaid. An overdue loan means
that Party A fails to repay the loan or fulfill the loan installments in line
with the Contract. 

Prior to the maturity of the Loan, any overdue interest of
Party A shall be collected at a compound interest in according with the interest
rate and the method of settlement under the
Contract: 
(8)          
Other measures of remedies, including, but not limited to: 

            
(i)           Party B is
authorized to withdraw RMB or other equivalent currency from the account of
Party A opened in the banking system of the China Construction Bank without
informing Party A in
advance; 
            
(ii)          Exercising
rights of the
guarantee; 
            
(iii)         Party A is required to
provide new guarantees for all the debts under the
Contract; 
            
(iv)         Refusal of Party A’s
disposing of relevant deposit in the bank account of opened in the banking
system of the China Construction
Bank; 
            
(v)          Dissolution of the
Contract. 

ARTICLE 11 MISCELLANEOUS 

1.          
Burden of Fees 

Any fee of legal services, insurance, evaluation, registration,
safeguarding, appraisal, notary, tax, technology, environment, commission of
settlement of payment relating to the Contract or its guarantee agreements shall
be burdened by Party A except for otherwise agreed. 

All the fees actually incurred in the course of realizing Party
A’s credit (including, but not limited to, litigation fees, arbitration fees,
property preservation fees, business trip expenses, execution fees, evaluation
fees, auction fees, notary fees, delivery fees, announcement fees, legal service
fees and other fees) shall be the responsibility of Party A. 

2.          
Use of Party A’s Information 

Party A vests rights of inquiry of the credibility of Party A
in the relevant credibility database established and approved by the Bank of
China and administrations of credit investigation or with other relevant entities and departments in Party B, and also
authorizes Party B to submit any information of Party A to credibility databases
set up and approved by the Bank of China and administrations of credit
investigation. Party A also authorizes Party B to use and disclose Party A’s
information for purpose of business in a reasonable manner. 




     Exhibit 10.29 

3.          
Announcement and Collection 

Party B is authorized to report any overdue loan or other
breach of contract of Party A to the relevant department or entity, and to
collect the overdue repayments by means of announcement and through the news
media. 

4.          
Evidentiary Effect of Party B’s Record 

Unless any reliable and definite evidence exists, internal
accounting records of Party B regarding the principal, interest, fees and
records of repayment, receipts and certificates produced or reserved by Party B
in the course of providing services of any withdraw, repayment, payment of
interest for Party A, and records and certificates in the course of collecting
the loan will constitute valid evidence of the credit relationship between Party
A and Party B. Party A can not challenge such evidence by reason of Party B’s
unilaterally conducting or reserving the above records, receipts or
certificates. 

5.          
Reservation of Rights 

Any tolerance, extension, preference of any breach or delay of
the Contract or postponing of the performance of any right under the Contract
can neither be regarded as giving up any right or benefit under the Contract or
permission or acknowledgement of any breach of the Contract, nor limiting,
prohibiting or halting the consecutive performance of such right and other
rights or incurring that Party B’s burdening the responsibilities and
liabilities of Party A. 

6.          
Except for the debts under the Contract, in the event that Party A is also the
creditor of Party B of other debts which have expired, Party B is authorized to
collect RMB or equivalent currency in the account of Party A opened in the
banking system of the China Construction Bank. Party B shall not challenge that
right of Party A. 

7.          
In the event that Party A changes its business address or notice, it shall
inform Party B in writing in a timely manner. Any damage incurred due to delayed
notice shall be burdened by Party A. 

8.          
Collection of Accounts Payable 

For all the accounts payable of Party A under the Contract,
Party B is authorized to withdraw RMB or other equivalent currency from the
account of Party A opened in the banking system of the China Construction Bank
without informing Party A in advance. When the foreign currency needs to go
through foreign exchange settlement or procedures of sale of foreign currency,
Party A shall coordinate such settlements and procedures. The exchange risk rate
shall be the responsibility of Party A. 




Exhibit 10.29 

9.          
Dispute Resolutions 

Any dispute occurs in the course of performing the Contract.
Such dispute could be resolved by negotiation otherwise, it will be resolved via
the 1st method as follows: 

(1)         File a suit
in the People’s Court where Party B resides. 

(2)         Submit the
dispute to ______blank________Arbitration Commission (the location is
_________blank___________) in accordance with current and valid rules
implemented by the Commission. The arbitral verdict is final and binding for
both Parties. 

In the course of a litigation or arbitration, other sections
not involved in the dispute shall still be performed. 

10.         Pre-condition
of Effectiveness 

The Contract will be effective after signed and chopped by both
the legal representative (supervisor) of Party A or its authorized power of
attorney and the legal representative (supervisor) of Party B or its authorized
power of attorney. 

11.         The
Contract is in __four__ duplicates. 

12.         Other
agreed items: N/A. 

ARTICLE 12 CLARIFICATION PROVISIONS 

1.          
Party A clearly understands the business and limited authorization of Party B.


2.          
Party A has reviewed all the provisions under the Contract. As required by Party
A, Party B has provided relevant explanation of provisions of the Contract.
Party A has fully understood and acknowledged the meaning of the provisions
under the Contract and the legal consequence hereof. 

3.          
The signing and performing of the obligations under the Contract by Party A
satisfy laws, regulations, ordinances and articles of association or internal
documents of Party A. Party A has obtained the approval by both its internal
department and/or competent State authorities. 

4.          
The production and operation of Party A are in compliance with laws and
regulations. 

5.          
Party A is capable of a consecutive operation and legal sources of repayment the
Loan. 

6.          
Party A covenants that the Loan under the Contract demonstrates the real need of
using the Loan and does not exceed the actual need. 

7.          
Good credibility of both Party A and its controlling shareholder without any bad
records. 




Exhibit 10.29 

8.          
Party B is authorized to entrust other branches of the China Construction Bank
to issue the Loan under the Contract, perform and fulfill the obligations and
duties under the Contract. Party A shall not object such entrustment. 

9.          
Party A covenants that, at the time of making this Contract, no behavior or
event of breaking any laws, regulations and ordinances regarding environment
protection, energy saving and emission reduction and reduction of pollution, and
Party A will strictly obey relevant laws, regulations and ordinances regarding
environment protection, energy saving and emission reduction and reduction of
pollution. If Party A falsely makes the above statements, fails to perform the
above covenants, or any possibility that any occurrence of energy consumption or
risk of pollution, Party B is authorized to stop issuing the Loan, declare the
maturity of the credit ahead of schedule, or resort to other remedies as agreed
under this Contract or permitted by laws. 




  Party A (office seal): Fujian Yada Group Co., Ltd

Legal Representative (person-in-charge) or Authorized Proxy
(Signature): Zhang Youdai 

Date: November 28, 2011 


 

Party B (office seal): China Construction Bank Corporation
Limited Songxi Sub-branch 

Legal Representative (person-in-charge) or Authorized Proxy
(Signature): Liu Liquan 

Date: November 28, 2011 




Exhibit 10.29 

Annex 1 

Basic Situation of the Loan 

1.          
Detailed Use of the Loan under the Contract 

Purchasing corns, mushrooms and fresh radishes. 

Unless obtaining a written consent by Party B, Party A can not
change the detailed use of the Loan. 

2.          
Source of the Repayment under the Contract 

Business Income 

Party A shall guarantee the authenticity, legality of the
source of the repayment and flow of the repayment shall be stable and
sufficient. 

3.          
Others: None. 




Exhibit 10.29 

Annex 2 

Financial Index Binding Provisions 

Financial index of Party A shall consecutively satisfy the
following restrictions: 

The liquidity ratio is no less than 1, the quick ration is
no less than 0.5 and the asset-liability ratio is no more than 60%.


Party B is authorized to change the above restrictions upon
informing Party A fifteen (15) days in advance.