Exhibit 10.2


 


Liquid Capital Loan Contract


(Loan Number: HHHT(2014)LDZJ0051)


 


(This Is a Brief Summary Translation
for Reference Only)


 


	Borrower:	Inner Mongolia Yongye Nongfeng Biotech Co., Ltd.
	Address:	Yongye Industrial Park, Jinshan Boulevard,
		Jinshan Development Zone, Hohhot
	Postal Code:	 
	Legal Representative:	SUN Xiaofeng
	Authorized Agent:	 
	Processing Person:	 
	Telephone:	 
	Fax:	 
	Account Bank:	China Everbright Bank Holdings. Co., Ltd.,
	 	Hohhot University Street East Branch
	Account Number:	50140188000011519
	 	 
	Lender:	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:	SHI Jiaxin
	Processing Person:	YANG Jun
	Telephone:	0471-5165035
	Fax:	 


 




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Article I Generals


 


Because of the need of business operations,
the Borrower applies to the Lending Bank for a loan, and the Lending Bank, upon review, agrees to issue a loan to the Borrower
on the terms and conditions set forth in this contract.


 


Now, pursuant to the relevant law and the
policies of the regulatory authorities of our country, the two parties, after reaching consensus through consultation, have reached
the agreement on the following provisions, which are to be adhered to by both parties.


 


Article II Purpose of the Loan


 


1.          The
two parties agree that:


 


1.1        The
loan amount hereunder is to be used as revolving liquid capital, for the specific purpose of purchasing raw material.


1.2        The
Borrower shall not use the loan in the purchase of fix asset, equity investment or in any production or operation prohibited by
the State.


1.3        The
Borrower shall not change the purpose of the loan specified herein without prior written consent from the Lending Bank.


 


Article III Currency, Amount, Term
and Disbursement of the Loan


 


2.          The
currency of the loan hereunder is Renminbi and the amount is RMB One Hundred Million (¥100,000,000.00).


 


3.          The
term of the loan hereunder is from March 14, 2014 to March 14, 2015.


 


4.          Upon
complete satisfaction of the preconditions set forth in Section 11 below, the Lending Bank must disburse the loan amount in one
sum in full and have it deposited on March 14, 2014 into the Borrower's account established with the Lending Bank.


 


Article IV Interest of the Loan and
Calculation Method


 


5.          The
Borrower must make interest payments on the loan amount to the Lending Bank in accordance with the provisions herein. The interest
rate of the loan hereunder is fixed annual rate of 7.8%.


 




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6.          The
two parties agree that, in the event that the People's Bank of China adjusts loan base rate or the calculation method thereof and
the said loan base rate is applicable to the loan hereunder, the Lending Bank has the right to determine the contract's new loan
interest rate on the basis of the said adjusted loan base rate or the calculation method. The Lending Bank shall not be required
to obtain prior consent from the Borrower before making such adjustment and shall have the right to assess interest according to
the adjusted loan rate or calculation method.


 


7.          The
interest on the loan hereunder is settled quarterly and the settlement date is the 20th of the last month of each quarter.


 


8.          The
loan interest calculation hereunder is based on 360 days a year, starting on the date when the loan is disbursed.


 


9.          If
the Borrower fails to repay the loan in accordance with the provisions herein, the Lending Bank shall have the right to charge
past-due penalty rate; the past-due penalty rate is 30% of the loan interest rate specified in Section 5 herein in addition to
the said loan interest rate starting from the past-due date, until the loan principal and interest are repaid in full.


 


If the Borrower uses the loan for any purpose
other than that specified herein, the Lending Bank shall have the right to charge loan misappropriation penalty rate; misappropriation
penalty rate is 50% of the loan interest rate specified in Section 5 herein in addition to the said loan interest rate starting
from the date when the loan is misappropriated, until the loan principal and interest are repaid in full.


 


10.        If
the Borrower fails to make interest payment on time, the Lending Bank shall have the right to assess compound interest at the penalty
rate.


 


Article V Release and Use of the Loan


 


11.        The
Lending Bank shall have no obligation to provide the loan hereunder to the Borrower unless the following preconditions are satisfied:


 


11.1      The
Borrower has provided all the documents requested by the Lending Bank;


11.2      The
Borrower has filled all the forms and notes required for the withdrawal of the loan; such forms and notes are the component part
of this contract and have the same legal effect;


11.3      The
Borrower has obtained all the government permits, licenses and registrations in accordance with the relevant law and statutes;


11.4      If
the loan hereunder is guaranteed, the Borrower has processed all the certification and registration of, and obtained the insurance
on, the security properties provided as guarantee and such certification, registration and insurance remain effective and valid;


11.5      The
Borrower has committed no acts of breach specified herein;


 




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Upon satisfaction of the above preconditions,
the Lending Bank will arrange the disbursement of the loan in accordance with Section 4 herein and have the loan amount deposited
into the Borrower's bank account set up with the Lending Bank.


	Account Bank: 	China Everbright Bank,
	 	Hohhot University Street East Branch
	Account Number: 	50140188000011519.


 


12.        The
loan disbursement methods hereunder are entrusted disbursement by the Lending Bank and the disbursement by the Borrower at its
own discretion.


 


13.        Change
of the disbursement method and the conditions that trigger such change


Upon the occurrence of any of the following,
the Lending Bank shall have the right to renegotiate the terms and conditions on the release and disbursement of the loan or change
the loan disbursement method:


13.1      The
credit worthiness of the Borrower deteriorates;


13.2      The
profitability of the Borrower’s main business is weak;


13.3      The
occurrence of any abnormality in the use of the loan proceeds;


13.4      Other
situations that the Lending Bank deems appropriate.


 


14.        Restrictions
on the Disbursement of the Loan and Prohibited Activities


Upon execution of this Contract, the Lending
Bank may restrict or suspend the release and disbursement of the loan upon the occurrence of any of the following:


14.1      Occurrence
of any events set forth in Section 13


14.2      The
Borrower use the loan for purposes other than that specified herein or use the loan in violation of the provisions herein;


14.3      The
Borrower break the withdrawal of the loan into smaller amounts to circumvent the entrusted disbursement method;


14.4      The
Borrower violates provisions herein;


14.5      Other
situations deemed appropriate by the Lending Bank.


 


15.        The
Lending Bank has the right to request that the Borrower provide records and documentation on the use of the loan funds.


 


Article VI Repayment of the Loan


 


16.        The
Borrower must make interest payments in accordance with the provisions herein and repay the principal in full and in one lump sum
on March 14, 2015.


 


17.        The
Borrower must ensure that there is sufficient amount in the account set up with the Lending Bank on the interest settlement dates
or on the loan principal repayment date to repay interest, loan principal and other fees.


 




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18.         The
Borrower must repay the loan principal in full and on time to the Lending Bank. If the Borrower fails to repay the loan principal
or to make interest payment on time, the Lending Bank shall have the right to deduct the corresponding amounts, in the order of
fees payable, loan interest and compound interest and loan principal, from any accounts set up with the Lending Bank or within
the banking system of the Lending Bank’s branch organizations. If the repayment of the loan principal and interest payment
are past due for more than 90 days, the order of deduction for repayment will be determined in accordance with the rules of Ministry
of Finance.


 


19.         If
the Borrower desires to repay the loan ahead of the schedule, the Borrower must submit an application to the Lending Bank 30 business
days in advance for approval.


 


20.         If
the Borrower is unable to repay the loan hereunder on time and desires to extend the term of the loan, the Borrower must submit
an application for extension in writing to the Lending Bank. Upon the Lending Bank’s approval, the two parties must execute
a loan extension contract as a supplement hereto.


 


Article VII Guarantee


 


21.         This
contract is guaranteed by WU Zishen and YIN Ping (the guarantee is several liability guarantee). Their Guarantee Contracts Numbers
are:


HHHT(2014)ZGZRRBZ0057 and HHHT(2014)ZGZRRBZ0058.


 


This contract is also guaranteed by Inner
Mongolia Yongye Nongfeng Biotech Co., Ltd (the guarantee is an Intellectual Property Pledge Guarantee). Its Guarantee Contract
Number is:


HHHT(2014)ZGZY0001.


 


22.         The
Lending Bank and the guarantor must enter into a guarantee contract and process necessary certification and registration of and
insurance on the security property.


 


23.         If
the term of the loan is extended, the Borrower and the guarantor must continue to bear responsibility to provide guarantee for
the loan during the extended term.


 


Article VIII Assumption of Fees and
Reimbursement


 


24.         The
Borrower must bear all the fees paid by the Lending Bank in connection with this contract and the corresponding guarantee contract,
including but not limited to fees for legal service, accounting service, audits, insurance, certification, appraisal and evaluation
and registration.


 




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25.         Upon
request by the Lending Bank, the Borrower must immediately reimburse the Lending Bank in full for all the fees incurred by the
Lending Bank in exercising its rights hereunder, including but not limited to litigation expenses, attorney fees, travel and lodging
expenses and other fees.


 


Article IX The Borrower’s Representations,
Warranties and Promises


 


26.         The
Borrower is a valid and existing legal person entity incorporated in accordance with the PRC law, has the ability to conduct independent
civil activities and has the full power, authorization and assets to bear civil responsibilities and conduct business activities.


 


27.         The
Borrower has the full power and authorization to execute this contract and conduct the transactions hereunder and has taken all
actions necessary for the execution and performance of this contract.


 


28.         The
Borrower has obtained all the government approval and third party consent required for the execution of this contract and the execution
and performance of this contract will not violate any of the Borrower’s incorporation documents or any other contracts to
which the Borrower is a party.


 


29.         All
the documents, material and certificates provided by the Borrower in connection with the execution of this contract and the transaction
hereunder are authentic, complete, accurate and valid and the financial reports provided by the Borrower truthfully reflect the
financial situation of the Borrower as of the time of the issuance of such reports.


 


30.         This
contract is legally effective and is legally binding to the Borrower.


 


31.         The
Borrower must set up an account with the Lending Bank according to the Lending Bank’s requirements to be used as the settlement
account for the loan hereunder.


 


32.         The
Borrower has completed or will complete all the required registration, filing and certification procedures to ensure the validity,
effectiveness and enforceability of this contract.


 


33.         The
Borrower has no pending litigation, arbitration or administrative proceedings that will have a substantively adverse effect on
the Borrower’s ability to perform its obligations hereunder.


 


34.         The
Borrower’s representations, warranties and promises must remain true and accurate before the full repayment of the loan principal
and interest and the Borrower will provide any relevant documents at the Lending Bank’s request.


 




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35.         The
Borrower has committed no act of breach.


 


36.         The
Borrower has carefully read, and fully understands and accepts, the contents herein and the execution and performance of this contract
is voluntary; the Borrower acknowledges that the intents expressed herein are the Borrower’s true intents.


 


37.         The
Borrower has provided truthful, complete and effective documents at the Lending Bank’s request.


 


38.         The
Borrower promises to cooperate with the Lending Bank in the management of the loan disbursement, and in the management thereafter
and the relevant examination.


 


39.         The
Borrower must accept, and actively cooperate with, the Lending Bank’s investigation of, enquiries about and supervision on
its production, operation and financial situation and has the obligation to provide, on the monthly basis, the balance sheet and
profit/loss statement for the latest month or other documents that reflect the Borrower’s credit situation.


 


40.         During
the effective period of the contract, the Borrower must notify the Lending Bank in writing 30 days in advance in the event of any
changes in the name of the Borrower, its legal representative or its address.


 


41.         If,
before the full repayment of the all the debt hereunder, the Borrower desires to engage in external investment or financing that
will substantially increase its debts, or to undertake merger, spin-off, reduction of capital, transfer of equity, transfer of
assets, filing for suspension of business for rectification, filing for dissolution or bankruptcy or any other actions sufficient
to cause any changes to the creditor/debtor relationship hereunder or to affect the rights of the Lending Bank, the Borrower must
notify the Lending Bank in writing 30 business days and obtain the Lending Bank’s written approval. Otherwise, none of the
transactions mentioned above can be conducted.


 


42.         The
Borrower promises that, with the Lending Bank’s written approval, the Borrower will not assume, for any other enterprise
legal person or individual, debt obligations, provide guarantee or establish pledges or liens on its assets that will affect the
Borrower’s ability to repay the loan hereunder.


 


43.         If
the Borrower experiences any other events, other than those mentioned above, that will adversely affect the Borrower’s ability
to fulfill its repayment obligations, the Borrower must immediately notify the Lending Bank in writing.


 


44.         The
Lending Bank has the right to demand that the Borrower set up a special account with the Lending Bank as the account for the return
of the funds, and the Borrower must set up such special account at, and enter into an account management agreement with, the Lending
Bank. The account information is as follows:


 


	Account Bank: 	China Everbright Bank,


	 	Hohhot University Street East Branch
	Account Number:	50140188000011519.



 




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Article X Events of Breach


 


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


 


45.1       The
Borrower fails to make interest payments or repay the loan principal in accordance with the provisions herein;


45.2       The
Borrower fails to use the loan for the purpose specified herein;


45.3       The
Borrower fails to pay loan funds according to the method specified;


45.4       The
Borrower fails to adhere to its covenants;


45.5       The
Borrower fails to reach the financial targets specified;


45.6       The
Borrower commits any act of cross-breach;


45.7       The
Borrower provides false balance sheet, profit/loss statements or other financial reports or withholds material facts therein, or
refuses to accept the Lending Bank’s supervision over and examination of the Borrower’s use of the loan and its production
operation and financial activities;


45.8       The
representations, warranties or promises made herein by the Borrower or the guarantor, or those made by the guarantor made in the
relevant guarantee contract, prove to be false or misleading;


45.9       The
Borrower or the guarantor violates other contract to which the Borrower or the guarantor is a party;


45.10     The
Borrower’s or the guarantor’s operation or financial situation materially deteriorates;


45.11     The
value of the pledged or mortgaged property in connection with the loan hereunder decreases or such property is damaged or lost;


45.12     The
Borrower or the guarantor fails to make arrangement to repay its debts to the satisfaction of the Lending Bank at the time of its
merger, spin-off or reorganization of share structure.


45.13     The
Borrower or the guarantor files bankruptcy, is dissolved or shut down, or its business permit is revoked, cancelled or voided;


45.14     The
Borrower fails to notify the Lending Bank promptly of any major revision of its charter, any changes in its operation activities,
major revision of its accounting principles, or any material changes in the financial, economic or other situation of the Borrower
or of its subsidiaries or parent;


45.15     The
Borrower is involved in any litigation, arbitration or administrative proceeding that will adversely affect its ability to fulfill
its obligations hereunder;


45.16     The
Borrower’s assets is frozen, seized, withheld or put into receivership in accordance with the law and such that the Borrower’s
performance of its obligations hereunder has been or will be materially affected;


45.16     The
Borrower has violated any other provision herein and fails to take any remedial actions to the satisfaction of the Lending Bank;


 




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45.17     The
Borrower uses forged contracts with its affiliates and provided unsubstantiated notes receivable and accounts receivable to obtain
credit or loan;


45.18     The
Borrower violates other provisions herein and fails to provide remedies satisfactory to the Lending Bank;


45.19     Any
other event or situation that will have a substantive adverse effect on the rights of the Lending Bank hereunder.


 


46.         The
Lending Bank shall make determination as to whether any event of breach mentioned above has occurred and notify the Borrower. Upon
the occurrence of any of the events of breach, the Lending Bank shall have the right to take one or more of the measures below:


 


46.1       Suspend
the disbursement of the loan amount hereunder;


46.2       Declare
that the loan already released immediately due and demand that the Borrower repay the loan principal, interest and other fees immediately;


46.3       Demand
that the Borrower provide additional pledge or lien or replace the guarantor;


46.4       Deduct
directly any outstanding amount payable hereunder from the account established with the Lending Bank or any of the Lending Bank’s
branches;


46.5       Declare
the exercise of its rights under the guarantee contract for the loan;


46.6       Other
measured deemed appropriate by the Lending Bank.


 


Article XI Others


 


47.         During
the effective period of this contract, the Lending Bank shall have the right to examine the Borrower’s use of the loan and
the Borrower must provide explanation and documents to the Lending Bank at the Lending Bank’s request.


 


48.         Both
parties hereto must maintain confidentiality on the debts, financial, production and operation situation and other information
obtained for the purpose of executing and performing this contract from the other party; however, the situation of any inquiry
on the Borrower’s situation in accordance with the law is excepted.


 


49.         Without
prior consent from the Lending Bank, the Borrower shall not transfer or dispose of all or part of its obligations hereunder.


 


50.         The
Lending Bank may transfer the creditor’s right hereunder to any third party without the need to obtain prior consent from
the Borrower, provided, however, that the Borrower is notified in writing at the time of such transfer.


 


51.         The
Borrower must pay all the amount due hereunder in full and shall not make offsets, deductions or withholdings of any nature or
use any debt owed by the Lending Bank to the Borrower to offset any debt obligations.


 




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


 


53.         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.


 


54.         Any
revisions of or supplement to this contract must be in writing and be signed by both parties.


 


55.         The
titles and headings herein are inserted for reference only.


 


56.         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.


 


57.         The
documents sent by one party to the other shall be considered delivered if sent by courier, three days after its being sent if by
registered mail, and immediately if by fax.


 


Article XII Governing Law and Resolution
of Dispute


 


58.         This
contract is governed by the Chinese law and must be interpreted accordingly. 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 Lending Bank resides.


 


 


Article XIII Effectuation, Revision
and Dissolution of the Contract


 


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


 


60.         No
party can revise or dissolve this contract without authorization, unless otherwise stipulated or by law. Any revision or dissolution
must be agreed to by both parties in a signed written agreement.


  




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Article XIV Attachments


 


61.         Other
matters not covered herein may be provided in a written agreement to be attached hereto.


 


Article XV Supplemental Provisions


 


62         This contract has three counterparts, with one to
the Borrower and two to the Lending Bank, and all have the same legal effect.


 


63.         This
contract is executed on March 1, 2014 in Hohhot.


 


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


 


	Borrower:	/seal/ Inner Mongolia Yongye Nongfeng Biotech Co., Ltd.
	Legal Representative:	/s/ SUN Xiaofeng
	 	 
	Lender:	/seal/ China Everbright Bank Holdings. Co., Ltd., Hohhot Branch
	Authorized Agent:	/s/ [not legible]


 




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