Guarantee Contract China Construction Bank Corporation Beijing Branch
EXHIBIT
4.41
China
Construction Bank Corporation
Beijing
Branch
Guarantee
(hereinafter referred to as “Party A”): Beijing
Origin Biotechnology Limited
Lender
(hereinafter referred to as “Party B”): China
Construction Bank Corporation
Beijing
Shangdi Sub-Branch
In
order
to ensure the execution of the “Renminbi Capital Loan Contract” (hereinafter
referred to as the “Master Contract”, contract no.: No.018
Year 2007 123010 Zi)
between
Beijing
Origin Seed Limited.
(hereinafter referred to as the “Master Contract Debtor”) and Party B, Party A
agrees to provide guarantee to secure all the lender’s right under the Master
Contract. According to relevant laws, regulations and rules, Party A and Party
B, upon negotiation, enter into this Contract for their mutual compliance and
performance.
Article
1 Mode of Guarantee
The
mode
of guarantee hereunder is guarantee of joint and several liability provided
by
Party A.
Party
A
confirms, where the debtor does not execute the debt as described in the Master
Contract, Party B has right to claim Party A bearing the joint and several
liability immediately on the scope of the guarantee hereunder, no matter whether
the debt is supported by other securities (including but not limited, Guarantee,
Mortgage, Pledge, Credit Insurance, SBLC etc.)
Article
2 Scope of Guarantee
The
amount of the Principal hereunder is (Say) TWENTY
MILLION YUAN
in
Renminbi
(currency) and interest (including compound interest and penalty interest,
damages, compensation, and other costs for the debt (including but not limited,
costs of lawsuit, arbitration, travelling, execution, valuation, and auction
etc.)
Article
3 Term
of Guarantee
The
term
of Guarantee hereunder shall be commencing from the execution day hereto and
ending on 2 years later following the termination of the Master Contract, In
case of the renewal of the Debt agreed by Party A, the term of Guarantee
hereunder shall be ending on 2 years later following the termination of the
renewal agreement.
Article
4 Modification of the Master Contract
Party
A
confirms, where the conditions of the Master Contract are modified by the
agreement between Party B and Debtor, it seems that, Party A has agreed in
advance, and Party A’s guarantee liability shall not be reduced or exempted
except the following two situations,
| (i) |
to
postpone the term of the Debt
|
| (ii) |
to
increase the amount of the principal of the
Debt
|
Article
5 Independence of the Contract
The
Contract shall be independent of the Master Contract. The invalidation of the
Master Contract shall not impact upon the effectiveness of the Contract. Where
the Master Contract is seemed to be invalid, Party A shall bear the guarantee
of
joint and several liability because of the debt of return
of
property or compensation for losses.
Article
6 Capacity of Guarantee
During
the valid term of the Guarantee, in case that Party A loses the capacity of
guarantee, or commits merger, acquisition, reform with the stock system,
contracting, lease, asset transfer, association, investment, application for
suspending business for internal rectification, application for dissolution
or
bankruptcy and among other circumstances, Party A shall inform Party B in
writing beforehand, the New legal institution shall bear the obligations as
provided herein; Party A shall provide the new securities, if Party B deems
the
new legal institution is not competent, and the new security agreement shall
be
entered into.
During
the valid term of the Guarantee, unless Party B agrees in writing beforehand,
Party A shall not provide another security for the third party.
Article
7 Accounting Supervision to the Guarantor
During
the valid term of the Guarantee, Party B has right to supervise Party A’s Fund
and Asset, and Party A shall provide Financial Report for the
Supervision.
Article
8 Guarantee liability of early settlement
During
the valid term of the Guarantee, where Party B announce the Debt shall be
settled ahead of schedule according to the Master Contract, Party B has right
to
ask Party A to bear the guarantee of joint and several liability
within
30
bank
business days commencing from the early settlement day, Party A agrees to bear
the guarantee of joint and several liability as Party B required.
Article
9 Transfer of payable debt
Party
B
has right to transfer the payable debt on the scope of the Party A’s Guarantee
from the bank account opened at the system of the CCB.
Article
10 Other matters agreed
| (i) |
During
the valid term of the Guarantee, in case that the debtor commits
merger,
acquisition, reform with the stock system, contracting, lease, asset
transfer, association, investment, application for suspending business
for
internal rectification, application for dissolution or bankruptcy
and
among other circumstances, Party A’s guarantee liability shall not be
reduced or exempted.
|
| (ii) |
The
Guarantor has obligation to supervise the use of the
money.
|
| (iii) |
In
the event that Party B provides the debtor with foreign exchange
loan,
Party A agrees to bear the guarantee of joint and several liability
as
provided in the foreign exchange loan contract, if the loan is settled
with foreign currency, Party B shall obtain the consent from Party
A, so
the loan shall be settled by the sell price conversion based on foreign
exchange quote price of the settlement
date.
|
| (iv) |
The
guarantor has realized the risk of interest rate enough, if the float
interest rate is took up, the Guarantor agrees to the guarantee of
joint
and several liability because of the interest rate
floating.
|
| (v) |
[
blank ]
|
| (vi) |
[
blank ]
|
Article
11 Settlement of Dispute
Any
dispute arising from the performance of this Contract may be settled through
negotiation. If no settlement could be reached, the dispute shall be dealt
with
according to (1)
below:
| (i) |
bring
a lawsuit at the People’s Court where Party B’s domicile is located;
or
|
| (ii) |
to
submit the dispute to [intentionally
left blank]
Arbitration Commission (the place of arbitration is [intentionally
left blank])
for arbitration according to its arbitration rules then effective
at the
time of submission. The arbitration award shall be final and binding
on
the two Parties.
|
In
the
course of lawsuit or arbitration, the Parties shall continue to perform those
provisions in this Contract which are not under dispute.
Article
12 Effectiveness of this Contract
This
Contract shall become effective after it is signed by Party A’s legal
representative (person in charge) or authorized representative and stamped
with
its corporate seal and signed by Party B’s person in charge or authorized
representative and stamped with its corporate seal.
Article
13 This
Contract shall be made in five
counterparts.
Article
14 Representations
| (i) |
Party
A is fully aware of Party B’s business scope and scope of
authority.
|
| (ii) |
Party
A has perused each clause in this Contract. As requested by Party
A, Party
B has explained correspondingly clauses in this Contract. Party A
is fully
aware of and understands the meaning and corresponding legal consequences
of each clause in this Contract.
|
| (iii) |
Party
A has the right to sign this Contract.
|
Party
A
(corporate seal): Beijing Origin Seed Limited.
Legal
representative (person in charge) or authorized representative (signature):
/s/
▇▇▇▇▇▇▇▇ ▇▇▇
/s/
CORPORATE SEAL
July
25,
2007
Party
B
(corporate seal): China Construction Bank Corporation Beijing Shangdi
Sub-Branch
Legal
representative (person in charge) or authorized representative (signature):
/s/
Qi
Xue
/s/
CORPORATE SEAL
July
25,
2007