Exhibit 10.4


Number: HHHT(2014)ZGZRRBZ0058


 


Maximum
Amount Guarantee Contract


 


(Natural
Person as Guarantor)


 


(Brief Summary Translation for Reference
Only)


 


	Guarantor:	YIN Ping
	ID Card Number:	150102196802260022
	Address:	 
	Current Address:	 
	Postal Code:	 
	Telephone:	 
	Fax:	 
	Entrusted Agent:	 
	(Need to provide Power of Attorney signed by the Guarantor)
	Address:	 
	Current Address:	 
	Postal Code:	 
	Telephone:	 
	Fax:	 
	 	 
	Credit Grantor:	China Everbright Bank Holdings. Co., Ltd., Hohhot Branch
	Address:	78 Xinhua Road East, Saihan District, Hohhot
	Postal Code:	010010
	Legal Representative:	ZHANG Ling
	Authorized Agent:	YANG Jun
	Processing Person:	 
	Telephone:	0471-4955840
	Fax:	0471-4955840


 


Article I Generals


 


To ensure the performance of the Comprehensive
Credit Facility Agreement (Contract Number: HHHT(2014)ZHSX0034) (the "Master Contract"), dated March 13, 2014, entered
into between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. (the “Grantee” and the Credit Facility Grantor, the Credit
Facility Grantor agrees to accept the guarantee provided by the guarantor and the two parties have entered the guarantee contract
as below.


 




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Article II Definitions


 


1.          The
terms used herein shall have the following definition, unless otherwise indicated.


 


Master Contract: means the “Comprehensive
Credit Facility Agreement” between the Grantor and the Grantee and each of the specific credit service contracts entered
into pursuant to the “Comprehensive Credit Facility Agreement” for specific businesses.


 


Specific Credit Service Contract: means
each of the specific credit service contracts entered into between the Grantor and the Grantee at the time when the Grantor provides
foreign currency loan, trade financing, discount service, acceptance note, letter of credit, letter of guarantee, factoring service
or guarantee (“Specific Credit Services”).


 


Article III Master Debt Claim under
the Guarantee


 


2.          The
master debt claim under the guarantee by the Guarantor is the claim to all the debts generated from all specific credit service
contracts and, the balance of the master debt claim under the guarantee is RMB 200,000,000.00.


 


Article IV Method of the Guarantee


 


3.          The
guarantee provided by the Guarantor hereunder is several-liability guarantee.


 


Article V Scope of the Guarantee


 


4.          The
scope of the guarantee hereunder includes: all outstanding debt principal payable under the Master Contract, interests, compound
interests, processing fees, default damages, fees in connection with realizing debt claims (including but not limited to litigation,
legal, certification and enforcement fees) and other fees payable (collectively, “Guaranteed Debts”).


 


5.          The
Grantor’s documents evidencing guaranteed debts are conclusive and binding to the Guarantor, unless there are obvious errors
therein.


 




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Article VI Term of the Guarantee


 


6.          The
term of the guarantee for each of the specific credit service under the “Comprehensive Credit Facility Agreement” is
calculated individually, each for a period of two years starting from the expiration of the period for the Grantee to perform its
debt obligations.


 


Article VII Documents That Must Be
Provided by the Guarantor


 


7.          Before
the Grantee can use any specific credit service under the Master Contract, the Grantor must have received the following documents
provided by the Guarantor:


7.1        Duly
executed original of this contract;


7.2        The
Guarantor’s ID documents;


7.3        Certification
of the Guarantor’s assets or other documents of credit evidence;


7.4        Other
documents reasonably requested by the Grantor.


 


Article VIII The Guarantor’s
Representations and Warranties


 


8.          The
Guarantor hereby makes the following representations and warranties to the Grantor:


8.1        The
Guarantor is a natural person with complete ability for civil activities and has the complete qualification and power to execute
and perform this contract and to bear civil responsibilities.


8.2        The
Guarantor has carefully read, fully understands and accepts the contents herein and the execution and performance of this contract
is voluntary; the Guarantor acknowledges that the intents expressed herein are his true intents.


8.3        All
the documents, material and certificates provided by the Guarantor to the Grantor are authentic, complete, accurate and valid,
and all copies of documents provided are consistent with the originals thereof.


8.4        The
execution and performance of this contract will not violate any applicable law or any other contracts to which the Guarantor is
a party.


8.5        The
Guarantor has completed all the certification, registration and filing necessary to ensure the legality, validity and enforceability
of this contract.


8.6        This
contract is legal and effective, and binding to the Guarantor.


8.7        The
Guarantor has no pending litigation, arbitration or administrative proceedings that will have a substantively adverse effect on
his ability to perform his obligations hereunder.


8.8        The
Guarantor has not committed any act of breach.


 


9.          The
Guarantor’s representations and warranties shall continue to be true and accurate, and the Guarantor promises to provide
any other documents as requested by the Grantor.


 




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Article IX The Guarantor’s Promises


 


10.        The
Guarantor promises to abide by the following before the repayment of all the guaranteed debts:


10.1      Notify
the Grantor immediately upon the occurrence of any breach, involvement in any litigation, arbitration, or administrative proceedings
involving the Guarantor or his assets, material decrease of the Guarantor’s income, loss of economic sources and change of
resident address or communication method.


10.2      Will
not transfer, sell, divide or dispose of any major assets before the repayment of all the guaranteed debts during the term of the
guarantee contract, unless approved by the Grantor.


10.3      Will not raise any claim or rights demand regarding any debts repaid by him on behalf of the Grantee before the repayment of all
the guaranteed debts.


10.4      If
the Grantee fails to repay any of the guaranteed debts due, the Guarantor must unconditionally repay such amount on behalf of the
Grantee within 7 business days of receiving the Grantor’s notice.


10.5      If
the Guarantor fails to repay any amount hereunder at the Grantor’s request on time, the Grantor shall have the right to deduct
directly any amount payable hereunder from the account established with the Grantor or any of the Grantor’s branches without
the need to obtain the Guarantor’s consent.


10.6      Upon
the Grantor’s request, the Guarantor must immediately pay the Grantor all the fees arising from the exercise by the Grantor
of its rights hereunder (including legal, arbitration and enforcement fees as well as all actual costs) and compensate the Grantor
for other resulting losses.


 


Article X Nature and Effect of the
Guarantee


 


11.        The
guarantee established by this contract is independent of any other guarantees obtained by the Grantee. The Grantor’s exercise
of its rights hereunder is not predicated on the exercise of any other guarantees, nor does it required any remedial measures against
the Grantee or any other parties.


 


Article XI Events of Breach


 


12.        Any
of the following events constitutes an event of breach:


12.1      Any
breach under the Master Contract;


12.2      The
representations, warranties or promises made herein by Guarantor prove to be false or misleading;


12.3      Any
part of the Master Contract cannot, for any reason, continue to be fully valid and effective, or is, for any reason, terminated
or restricted;


12.4      Occurrence
of major litigation, arbitration or administrative proceedings involving the Guarantor or his assets;


12.5      The
Guarantor violates any of his obligations hereunder or the occurrence of any event that adverse affects the Grantor’s rights
hereunder.


 




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13.        Upon
the occurrence of any of the events of breach mentioned above, the Grantor has the right to take one or more of the following measures:


13.1      Remedial
measures to which the Grantor is entitled hereunder and under the Master Contract;


13.2      Demand
that the Guarantor assume his responsibility for guarantee;


13.3      Exercise
of other rights to which the Grantor is entitled.


 


Article XII Others


 


14.        Without
prior consent from the Grantor, the Guarantor shall not transfer all or part of his obligations hereunder.


 


15.        Any
grace period, favorable treatment or extension granted by the Grantor to the Guarantor shall not affect, damage or restrict any
other rights to which the Grantor is entitled in accordance with the provisions herein and with the law and statutes, nor shall
they be considered a waiver by the Grantor of its rights and interests hereunder or affect the Grantor 's responsibilities and
obligations hereunder.


 


16.        If,
at any time, any of the provisions herein becomes illegal, invalid or unenforceable in any aspect, the legality, validity or enforceability
of other provisions herein shall not be affected or diminished.


 


17.        Under
this contract, the Guarantor must repay the guaranteed debts in full and must not make any request for any offsets.


 


18.        All
notices or requests regarding this contract must be sent in writing to the addresses or fax numbers listed on the first page of
this contract. One party must notify the other party promptly of any changes of addresses or fax numbers.


 


The documents sent by one party to the other
shall be considered to have been delivered if sent by courier, three days after its being sent if by registered mail, and immediately
if by fax. However, any document sent by the Guarantor can only be considered to have been delivered when the Grantor has actually
received it.


 


Article XIII Governing Law and Resolution
of Dispute


 


19.        This
contract is governed by the PRC law (excluding laws in Hong Kong, Macau and Taiwan) and must be interpreted accordingly.


 


20.        Any
dispute in connection with this contract must be settled through consultation; if consultation fails, the dispute should be submitted
to legal proceedings at the local court where the Grantor resides.


 




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Article XIV Effectuation, Revision
and Dissolution of the Contract


 


21.         This
contract must be signed by the representatives of both parties before it can become effective.


 


22.         No
party can revise or dissolve this contract without authorization. Any revision or dissolution must be agreed to by both parties
in a signed written agreement.


 


Article XV Attachments


 


23.         Other
matters not covered herein may be provided in a written agreement to be attached hereto. Such attachment is an inseparable part
hereof and has the same legal effect.


 


24.         The
attachment (none)


 


Article XVI Supplementary Provisions


 


25.         This
contract has to three copies, with one to the Guarantor, and two to the Grantor and all have the same legal effect.


 


26.         This
contract is executed on March 13, 2014 in Hohhot.


 


27.         The
parties hereto agree that this contract must be certified (optional provision; not applicable to this contract.)


 


The Guarantor:/s/ YIN Ping


 


The Grantor:     /seal/ China Everbright Bank Holdings. Co.,
Ltd., Hohhot Branch


Authorized Agent:     /s/ [not legible]


 




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