Guaranteed Loan Contract (the Contract)

Fujian Shengda Food Co., Ltd. borrowed RMB3,870,000.00 (RMB three million eight hundred and seventy thousand Yuan ONLY) on June 6, 2006 and repaid RMB1,935,000.00 (RMB one million nine hundred and thirty five thousand Yuan ONLY) in October 2009 pursuant to the Loan Contract ((2006) Jian Song Wei Zi No. 01). The previous security collateral is Property Ownership Certificate of Jianyang city (Tan Fang Ta Zheng Jiang Yang Zi Nian Ji No.00901611). The Borrower intends to alter the security collateral to guarantee the outstanding loan of RMB1,935,000.00 (RMB one million nine hundred and thirty five thousand Yuan ONLY).  Pursuant to relevant applicable laws and regulations and based upon full consultations with each other, the Lender, the Borrower and the Guarantor hereby agree to enter into this Contract.

(5) The Borrower shall make available for the Lender to examine and supervise the utilization of the loan and all kinds of relevant production, operation and financial activities of the Borrower;

 

(6) The Borrower shall give prior notice to the Lender in the event that Borrower’ s assets may be pledged as collateral to secure any other third party' s liabilities, and shall ensure that such pledging of assets will not adversely affect Lender's recovery of the Loan upon maturity;

 

(7) The Borrower shall give a prior notice to the Lender to inform the Lender of any change of the Borrower's legal representative, legal address, business place or its registered capital;

 

(8) The Borrower may not change its operation and management modes or ownership structure on grounds of contracting, leasing, joint operations, equity restructuring, splitting into separate entities, being mergered (acquisition), share transfer and investing abroad, unless the Borrower gives thirty (30) days’ prior notice to the Lender and obtains the approval of the Lender regarding arrangements for a debt repayment;

 

(9) The Borrower shall inform in writing the Lender of any event, other than above mentioned events, which may exert risks on its normal operation or cause adverse impact on its ability to discharge its repayment obligation under this Contract, such as closedown, shutdown, cancellation of its registration certificate, revocation of its business license, illegal acts of its legal representative or main persons in charge, involvement in material proceedings, exceptional difficulty of its production and operation, and deterioration of its financial standing, and shall put forward relevant repayment measures;

 

(10) The Borrower and its investor (s) shall guarantee not to illegally withdraw the capital, transfer the assets or assign or transfer shares of the Borrower for the purpose of evading their obligations against the Lender.

 

 

(1) The Lender shall grant to the Borrower the loan under this Contract in accordance with the schedule and amount set forth in this Contract provided that the Borrower has performed its obligations under this Contract and has completed relevant guarantee procedures to secure the loan under this Contract;

 

(2) The Lender shall not charge any other fees other than those set forth in this Contract;

 

(3) The Lender shall keep confidential of all and any information disclosed by the Borrower under this Contract;

 

(4) The Lender shall have the right to know such information as the production, operation, financial activities, material inventory and the employment of loan of the Borrower, and have the right to request the Borrower to submit such documents, data and information as financial statements as required;

(5) In the event that the Lender recovers in accordance with this Contract or recovers in advance the principal of the loan, interests thereon, any interest penalty, overdue interests, compound interests, and other fees payable by the Borrower, the Lender shall have the right to deduct such amount directly from the account of the Borrower or the Guarantor, and shall have the right to request other account banks (institutions) to withhold such amount or to require the Borrower or the Guarantor to repay the loan in advance through any applicable legal procedures.

 

ARTICLE 4  THE EARLY REPAYMENT OF THE LOAN BY THE BORROWER, IF NECESSARY UNDER SPECIAL CONDITIONS, SHALL BE APPROVED BY THE LENDER.

 

In the event that the Borrower fails to repay the loan in accordance with the schedule set forth in this Contract for special reasons and requests to extend the loan term, the Borrower shall submit a written extension application fifteen (15) days prior to the original maturity date of the loan for approval by the Lender. If such application is approved by the Guarantor and the Lender, and an extension agreement is executed therefore, the repayment period may be extended while the interest rate of the extended loan shall be determined as per the rate then applicable to the accumulated periods.

 

 

(1) The Guarantor represents and warrants that all financial statements and data provided in accordance with this Contract are true and authentic;

 

(2) The Guarantor shall be liable jointly and severally for all liabilities of the Borrower under this Contract;

 

(3) The guarantee period herein shall commence from the date of the loan and end at two years from the maturity of the loan. If the loan is extended, the Guarantor shall continue to be liable jointly and severally for such loan within such period commencing from the date of extending of the loan and ending at two years from the maturity of the extended loan;

 

(4) The scope guaranteed shall include the principal of the loan, interests thereon, any interest penalty, overdue interest, compound interests, damages, liquidated damages, and all costs and expenses incurred by the Lender to realize its rights under this Contract;

 

(5) The Guarantor shall remain liable jointly and severally for the obligations of the Borrower under this Contractor even the Master Contract is verified invalid;

 

(6) The Guarantor shall agree to be liable jointly and severally for the principal and interests under this Contract regardless of the purposes of the Borrower of employment of such loan;

(7) The Guarantor shall give prior notice to the Lender to inform the Lender of any change of its legal representative, legal address, business place, or registered capital;

 

(8) The Guarantor shall give thirty (30) days' prior notice to the Lender to inform the Lender of any change of its operation and management modes or ownership structure resulting from any contracting, leasing, joint operation, share re-structuring, splitting-up, being mergered (acquisition), assignment of titles, investment on foreign counties or other acts.

 

If there are two or more guarantors, all guarantors shall be liable jointly and severally for the obligations and liabilities of the Borrower under this Contract.

 

 

ARTICLE 8  Any dispute arising from or in connection with this Contract shall be governed by the people’s court of the domicile of the Lender.

ARTICLE 11  This Contract is made out in triplicate and the Lender, the Borrower and the Guarantor shall hold one original respectively. This Contract shall come into force upon the execution and sealing by all parties hereto.

The Lender has requested the Borrower and the Guarantor to make comprehensive and accurate understanding of all provisions under this printed Contract and has make corresponding explanations on relevant provisions as required by the Lender and the Guarantor. All parties hereto have no discrepancy on the meaning of this Contract and represent and consent not to raise any objection to the meaning of this Contract at any time.