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-10.1 - Yongye International, Inc. | v166204_ex10-1.htm |
| EX-32.1 - Yongye International, Inc. | v166204_ex32-1.htm |
Summary
Translation of Maximum Mortgage Contract
Note: This
is not a comprehensive translation.
Mortgagor
(“Party A”): Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd.
Legal
Representative : Wu Zishen
Mortgagee
(“Party B”): Hohhot Branch of China Citic Bank
Legal
Representative: Sun Xiaofan
Location
of Execution: Hohhot City Date of Execution:
October 9, 2009
Article 1
Definition
|
1.1
|
The
maximum mortgage is the maximum amount between Party A and Party B to
ensure the multiple debts of the debtor continuously occurred in a certain
period. Party A provides Party B with the mortgage within the maximum
amount. The aforesaid maximum amount is the total outstanding balance of
the debts (including the contingent debts) that debtor owed to Party
B.
|
Article 2
Principal Debts under Mortgage
|
2.1
|
The
principal under the mortgage is a series debts occurred by Party B’s
extending credit line to Party A commencing October 9, 2009 to October 9,
2010. The maximum mortgage amount under this agreement is
RMB20,000,000.
|
Article 3
Collateral
|
3.1
|
The
collateral Party A provided to Party B is the land and premises set forth
in the Appendix “Collateral List”. The estimated current value of the
collateral is RMB51,091,311, the percentage of the mortgage coverage is
40%.
|
Article
4 Scope of Collateral
|
4.1
|
The
scope of collateral includes the principal, interest, penalty interest,
compound interest, penalty, compensations, and expenses to exercise the
rights to claim the debts, including but not limited to legal fees,
appraisal fees, foreclosure fees and other
expense.
|
Article 5
Duration of Exercise Mortgage Rights
|
5.1
|
The
exercise of the mortgage shall be within the statute of limitations of the
principal debts.
|
Article 6
Representations and Warranties of Party A
|
6.1
|
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.
|
|
6.2
|
Party
A owns full, valid, legal ownership or rights of disposition of the
collateral under this agreement. No disputes existing in regard to the
collateral under this agreement, and such collateral are not seized,
monitored or mortgaged.
|
|
6.3
|
Party
A fully understands and agrees with all of provisions set forth in the
principal contract, and voluntarily provided the collateral for the
debtor.
|
|
6.4
|
The
mortgage shall not be under any limitations or cause any illegal
circumstance.
|
|
6.5
|
All
of the information of the collateral provided by Party A shall be true,
legal, accurate and complete.
|
|
6.6
|
Party
A warrants: in the event the debtor of the principal contract fails to
fulfill the debt obligations or the events of realization of the mortgage
right occurs, Party B may requests Party A bear the liability within the
scope of mortgage, notwithstanding the debts under the principal contract
is ensured by other collateral.
|
Article 7
Rights and Obligations of Party A
|
7.1
|
Party
A shall provide Party B with the certificate of collateral and other valid
documents.
|
|
7.2
|
Party
A shall notify Party B in writing within 30-days upon the occurrence of
the events adversely affected Party B’s rights and interests of the
mortgage rights, including but not limited to the occurrence of
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.
|
|
7.3
|
Party
A shall send a 3-day written notice upon the occurrence of its cessation
of business, dissolution, bankruptcy and other event may adversely affect
Party A.
|
|
7.4
|
In
the event the occurrence of Article 7.2 and 7.3, Party A shall bear all of
the mortgage liabilities under this
agreement.
|
|
7.5.
|
Without
prior written consent of the Party B, Party A shall not lease, transfer,
re-mortgage, gift or entrust or dispose of the
collateral.
|
|
7.6
|
Party
A shall immediately inform Party B, in the event the collateral is seized,
or other similar situations.
|
|
7.7
|
After
the debtor repay the debts under the principal contract, Party A is
entitled to cancel the mortgage under this
agreement.
|
|
7.8
|
In
the event Party A lease the collateral, it shall inform Party B prior to
the execution of this agreement.
|
Article 8
Rights and Obligations of Party B
|
8.1
|
Party
B shall be entitled to dispose of this the collateral in the event the
debtor does not fulfill its obligation to repay the debts when
due.
|
|
8.2
|
In
the event the proceeds of disposing of collateral is not adequate to repay
the full debts, Party B is entitled to claim the deficiency to the
debtor.
|
|
8.3
|
Party
B shall assist Party A to cancel the registration of the collateral, when
the debts are fully repaid.
|
|
8.4
|
Party
B and the debtor under the principal contract agree to change the
principal contract, except for extension and increase of the amount of the
debts, such changes shall not require the consent of Party
A.
|
Article 9
Maintenance and Use of Collateral
|
9.1
|
Party
A is obligated to maintain the
collateral.
|
|
9.2
|
In
case the value of the collateral may decreases, Party A shall promptly
notify Party B. Party A shall regain the value of the collateral as
requested by Party B, or provide the corresponding collateral equal to the
decrease of value.
|
Article
12 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
|
The
representations and warranties made by Party A in Article 6 is untrue,
inaccurate, or misleading and causes damages and losses to Party B, Party
A shall compensate such damages and
losses.
|
|
12.3
|
In
the event the agreement is void due to Party A’s negligence, Party A shall
compensate Party B’s loss within the mortgage
scope.
|
|
12.4
|
In
the event the occurrence of any of the following events, Party B shall
exercise the mortgage right. 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
|
The
principal debts become due and Party A is not
repaid;
|
|
12.4.2
|
The
debts of the principal contract become due prior to its maturity, and
Party B is not repaid;
|
|
12.4.3
|
Party
A ceases its business, suspends its operation, bankruptcy, or its business
license is suspended;
|
|
12.4.4
|
Party
A violates the obligations set forth in Article
7.4;
|
|
12.4.5
|
Party
A is unable to maintain a good condition of the collateral, or the
situation under Article 9.2 occurs, and Party A refuses to provide
collateral in accordance with Article
9.2;
|
|
12.4.6
|
Other
events may cause damages and losses to Party
B;
|
|
12.4.7
|
Party
A violates Article 7.10.
|
Article
15 Governing Law
Governing
Law: the laws of People’s Republic of China
Article
16 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)