Attached files
| file | filename |
|---|---|
| 10-Q - Yongye International, Inc. | v166204_10q.htm |
| EX-31.1 - Yongye International, Inc. | v166204_ex31-1.htm |
| EX-31.2 - Yongye International, Inc. | v166204_ex31-2.htm |
| EX-10.2 - Yongye International, Inc. | v166204_ex10-2.htm |
| EX-32.1 - Yongye International, Inc. | v166204_ex32-1.htm |
Summary
Translation of
Loan
Agreement (Renminbi)
Note: This
is not a comprehensive translation.
Borrower
(“Party A”): Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd.
Legal
Representative : Wu Zishen
Lender
(“Party B”): Hohhot Branch of China Citic Bank
Legal
Representative: Sun Xiaofan
Location
of Execution: Hohhot City
Date of
Execution: October 9, 2009
Article I
Type of Loan
|
1.1
|
Short
Term Loan
|
Article
II Amount and Term of Loan
|
2.1
|
The
amount of loan under this agreement is
RMB20,000,000.
|
|
2.2
|
The
term of loan under this agreement is commencing October 9, 2009 to
September 26, 2010.
|
Article
III Purpose of Loan
|
3.1
|
The
purpose of loan under this agreement is for raw materials for productions.
Without the written consent of Party B, Party A shall not change the
purpose of loan.
|
Article
IV Interest Rate and Interest of Loan
|
4.1
|
The
interest rate under this agreement is the benchmark rate of the People’s
Bank of China as of the execution date of this agreement, with the
corresponding term of the loan under the agreement; it means that the
interest rate under this agreement is
5.31%.
|
|
4.2
|
The
interest rate of the loan under this agreement is fixed within the term of
loan.
|
|
4.3
|
Formula
of Interest Calculation: Commencing the actual drawdown date, the formula
of interest calculation is as
below:
|
Interest
Rate=Actual Outstanding Balance of Loan x Actual Days of Interest Calculation
Period x Yearly Interest Rate/ 360 days
|
4.4
|
In
case the Loan is not repaid in the principal and interests once in whole,
the first interest settlement date is October 20, 2009. The interest is
calculated monthly, the interest settlement date is the 20th
day of every month.
|
Article
VI Repayment
|
6.1
|
The
loan under this agreement shall be repaid in the manner as
below:
|
The
interest: periodically; the principal: repay upon the maturity of the
loan
|
6.4
|
In
the event Party A needs to prepay the loan prior to its maturity, it shall
prepare a irrevocable prepayment plan and submit such plan to Party B in
writing, within 30 days prior to the planned prepayment day, and obtained
the written consent of Party
B.
|
Article
VII Extension of Loan
|
7.1
|
Party
A shall submit an advanced 30-day written notice to Party B to request the
extension of loan and shall obtain the written consent of Party
B.
|
Article
VIII Mortgage of Loan
|
8.1
|
The
loan under this agreement is mortgaged by the mortgage agreement by and
Between the mortgagor and Party
B.
|
Article
IX Representations and Warranties of Party A
|
9.1
|
It
is legally incorporated under the laws of the People’s Republic of China
and has right and ability to execute and perform this agreement; Party A
obtained all of the necessary internal and external approvals and
permissions with regard to executing and performing the
agreement;
|
|
9.2
|
All
of the documents, financials, certificates and other information provided
by Party A to Party B under this agreement are true, accurate, legal and
valid.
|
Article X
Rights and Obligations of Party A
|
10.1
|
Party
A shall draw down and execute the loan in accordance with the agreed
schedule and purpose set forth in the
Agreement.
|
|
10.2
|
Party
A shall repay the interest and the principal of loan in accordance with
the agreed schedule set forth in the
Agreement.
|
|
10.3
|
Party
A shall provide the authentic, accurate financial information and other
documents as requested by Party
B.
|
|
10.4
|
Shall
Party A carry out conversion to share-holding system, re-organization,
merger, split, co-operating business, joint venture, change in
share-holding and other actions could affect the material change in regard
to the management and operation of Party A, and may affect rights and
interests of Party B hereunder, it shall send the 30-day written notice to
Party B and obtain its written
consent.
|
|
10.5
|
Party
A shall cooperate with the inspection and examination of Party
B.
|
|
10.6
|
Without
Party B’s prior written consent, Party A shall not transfer any debt
obligations under this
agreement.
|
|
10.7
|
Party
A shall submit an advanced 30-day written notice and obtained Party B’s
written consent, in the event Party A transfers or leases the debt
obligations under the agreement or dispose of its materials
assets.
|
|
10.8
|
Party
A shall notify Party B in writing within 3 days upon the occurrence or
possible occurrence of the non-performance of this agreement, including
but not limited to suspension of business, cessation of operations,
dissolution, bankruptcy the decrease of the value of the collaterals under
this agreement.
|
Article
XI Rights and Obligations of Party B
|
11.1
|
Party
B is entitle to inspect the operation of Party A and the use of
loan.
|
|
11.2
|
Party
B is entitled to claim for the deficiency after Party B dispose of the
collaterals to set off the debts under this
agreement.
|
|
11.3
|
Party
B shall issue the loan if Party A fulfills all of the obligations under
this agreement.
|
|
11.4
|
Party
B is entitled to request Party A to provide all of the necessary documents
in regard to the review of the loan, an shall comply with its confidential
obligations to the business, financial and production materials provided
by Party A.
|
Article
XII Breach Liability
|
12.1
|
In
the event any party does not perform or partially perform its obligations
under this agreement, it shall bear the breach
liabilities.
|
|
12.2
|
Party
B is entitled to receive the penalty calculated according to the interest
rate set forth in the agreement and the deferral days, in the event Party
A does not draw down the loan in accordance with the
agreement.
|
|
12.3
|
Party
A is entitled to receive the penalty calculated according to the interest
rate set forth in the agreement and the deferral days, in the event Party
B does not issue the loan in accordance with the
agreement.
|
|
12.4
|
Party
B is entitled to accelerate the principal an interest under the loan and
set off the debts under this agreement by directly withdrawing the funds
in the account Party A opened with Party B, if any of the following events
occur:
|
|
12.4.1
|
Party
A does not repay the principal, interests and other payments in accordance
with the agreement;
|
|
12.4.2
|
Party
A fails to perform any of its obligations under this
agreement;
|
|
12.4.3
|
Party
A provides Party B with false information, or omits material
financial information;
|
|
12.4.4
|
Party
A ceases to repay the loan upon due or is unable or states that it is
unable to repay debts;
|
|
12.4.5
|
Party
A cease its business, suspense its operation, bankruptcy, its business
license is suspended or any lawsuits or legal proceedings that will have
adverse effects;
|
|
12.4.6
|
The
business address or business scope of Party A changed and adversely affect
Party B’s interests under this
agreement;
|
|
12.4.7
|
The
occurrence of the material financial loss or crisis of Party
A;
|
|
12.4.8
|
The
financial situation and businesses of the controlling shareholders, or the
affiliates of Party A have material
crisis;
|
|
12.4.9
|
The
industry of Party A has adverse
changes;
|
|
12.4.10
|
Party
A does not comply with the settlement or deposit procedures in accordance
with the agreement;
|
|
12.4.11
|
Party
A change the purpose of the loan at its sole
discretion;
|
|
12.4.12
|
The
management of Party A is suspected to commit material
corruptions;
|
|
12.4.13
|
Party
A breach its other agreement entered with other
creditors;
|
|
12.4.14
|
The
mortgagor of Party A breaches the mortgage
agreement;
|
|
12.4.15
|
Other
events that may cause damages or losses of Party
B;
|
|
12.5
|
Party
B is entitled to the punitive interest calculated by the interest rate set
forth in this agreement plus 50%, if any of the events set forth in
Article 12.4 occurs.
|
|
12.6
|
In
the event Party A is unable to pay the interest on schedule, Party B is
entitled the punitive interest based on the punitive interest rate set
forth in Article 12.5
|
|
12.7
|
In
the event Party A does not use the loan in accordance with the purpose,
the punitive interest rate is the interest rate set forth in the agreement
plus 100%.
|
Article
XVI Governing Law
Governing
Law: the laws of People’s Republic of China
Article
XVII Dispute Resolution
Any
dispute arising from and in connection with this agreement shall be submitted to
the People’s Court
Party A:
Inner Mongolia Yongye Nongfeng Biotechnology Co.,Ltd.
Legal
Representative: (with the signature and corporate
seal)
Party B:
Hohhot Branch of China Citic Bank
Legal
Representative: (with the signature and corporate
seal)