Loan Guarantee Agreement Shandong Shouguang Rural Cooperative Bank
Exhibit
10.17
Ⅱ、F-7-1
Shandong
Shouguang Rural Cooperative Bank
Ⅱ、F-7-2
Friendly
Prompt
Dear Sir
or Madam:
For your
own sake, please read the following instructions before this contract is
concluded.
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1.
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You
already have the general knowledge of laws on borrowing from this our
bank.
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2.
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You
have read all the terms of this contract and have been aware of its full
meaning.
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3.
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You
have guaranteed the authenticity, legitimacy and effectiveness of the
relevant certificate and materials that you have submitted to the rural
commercial bank.
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4.
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You
have acknowledged that you have the right to sign this
contract.
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5.
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You
have ascertained the corresponding legal consequence that any fraud,
breach of the contract will bear.
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6.
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You
will sign and perform this contract in good and honest will and subject to
the principle of good faith.
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7.
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Please
fill out this contract using pen or sign
pen.
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If you
have any questions about this contract, please contact the Rural Commercial
Bank.
Ⅱ、F-7-3
Guaranty
Agreement
(Shouguang) Nong Shang Hang
Bao Zi (2009) NO.3-105
PARTIES:
CREDITOR: (full name): Shandong Shouguang Rural
Cooperative Bank
GUARANTOR (full name): (1)
Weifang ▇▇▇ ▇▇▇▇▇
Poultry Co., Ltd
(2)
(3)
AGREEMENT:
For good
and honest performance of the Loan Contract ( No. Shouguang Nong Shang Hang Jie
Zi 2009 No. 3-105, and hereafter referred to as the “Principal Contract”)
executed between Shandong Haihui Group Co., Ltd (hereafter referred to as the
“Debtor”) and the Creditor, the Guarantor agrees to provide guarantee to the
Creditor as of the debt under the Principal Contract. This contract is made and
agreed according to applicable laws and regulations and on the basis of common
agreement of both parties.
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Clause
1
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Type
and Amount of the Guaranteed Principal
Credit
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The
guaranteed principal credit shall be short-term working capital
loans, the principal amount (type of currency and written in capital)
shall be RMB FIVE
MILLION YUAN IN TOTAL .
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Clause
2
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Scope
of Guaranty
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The Scope
of Guaranty covers the capital of loan, interests, default interest, compound
interest, penalty damages, legal fees, lawyer's fees and other fees for the
Creditor to realize its creditor’s right.
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Clause
3
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Type
of Guaranty
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The
guaranty under this agreement shall be suretyship with joint and several
liabilities. When there are no less than two Guarantors, the Guarantors shall
bear joint and several liabilities to the Creditor.
Ⅱ、F-7-4
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Clause 4
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Guaranty
Period
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1.
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The
guaranty period shall be two years after the date on which deadline for
the debtor to complete its obligations under the Principal Contract
arrives.
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2.
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The
guaranty period for the acceptance of bank acceptance ▇▇▇▇ and L/C
issuance finance or that under the letter of guaranty shall be two years
from the date on which the Creditor effects advance money for the
Debtor.
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3.
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The
guaranty period for discount of commercial ▇▇▇▇ shall be two years from
the date on which such ▇▇▇▇
expires.
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4.
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Where
the Creditor and the Debtor come to a grace period agreement on the time
limit for the debtor’s fulfillment of the debt regulated by the principal
contract, the Guarantor shall continue to bear the guaranty
responsibility. The guaranty period shall be two years from the date on
which the grace period expires.
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5.
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In
case that the issues stated in the principal contract or any laws and
regulations lead to the Principal Contract is declared mature by the
Creditor before the expiration date hereof, the guaranty period shall be
two years from such declared maturity
date.
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Clause
5
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Undertakings
of the Guarantor
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1.
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The
Guarantor shall be liable for true, complete and valid financial report
and other relevant documents and
information.
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2.
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In
case that the Debtor fails to perform its obligations under the Principal
Contract, the Guarantor undertakes that it, of its own free will, will
exercise the guaranty obligation.
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3.
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When
the Guarantor fails to perform his guaranty obligation under this
agreement, the Creditor is entitled to withdraw relevant sum from any
account of the Guarantor.
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4.
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The
Guarantor shall notice the Creditor in writing within 5 days from the
occurrence of the following events:
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(1) Any
change to the ownership, top management or any amendment to Memorandum and
Article of Associations, or any adjustment to organizations for the
Guarantor;
(2) Cease
of production, cease of business, cancellation of business registration or
revocation of business license;
(3) Deterioration
of financial status, encountering great operation difficulties or involved in
big litigation or arbitration issues.
Ⅱ、F-7-5
(4) Any
Change to name, residence, legal representative, contact information of the
Guarantor.
(5) The
Guarantor involved in any matters that will negatively affect the benefits of
the Creditor.
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5.
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The
Guarantor shall notify the Creditor 15 days in advance in a written form
and obtain written consent from the Creditor before it undertakes any of
the following actions:
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(1) The
Guarantor changes its capital structure or operation mechanism, including but
not limited to contracting, renting, remolding with the stock system, joint
operation, merger, take-over, de-merger, joint venture, asset transfer, applying
for business cease for internal rectification purpose, applying for dissolution,
applying for bankruptcy.
(2) If
the Guarantor provide guaranty for benefit of a third party or use its main
capital directly or indirectly to set up mortgage or pledge guarantee for
benefit of itself or a third party, and such is likely to negatively influence
the Guarantor’s capacity to perform its obligations under this
agreement.
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6.
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In
case that the Debtor provides security upon a real right, the Guarantor
agrees to perform its guaranty responsibility hereof prior to such
security upon real right.
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Clause
6
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Liability
for Breach of Contract
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After the
effectiveness of the contract, both the Creditor and the Guarantor shall perform
the obligations hereof. The party that breaches the agreed obligation shall bear
the liability for breach of contract and compensate the other party for any loss
caused by such breach.
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Clause 7
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Solutions to
Conflicts
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Any
conflicts arising from the performance of this contract shall be settled through
the negotiation by both parties, or resolved through the first one of the
following ways:
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1.
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Litigation.
Any litigation shall be subject to the jurisdiction of the people’s court
in the Creditor’s location.
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2.
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Arbitration.
The conflicts shall be submitted to [ blank ] and resolved in accordance
with its applicable rules.
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Ⅱ、F-7-6
During
the period of litigation or arbitration, the other clauses not in dispute shall
be performed continuously.
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Clause
8
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Other
Issues
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No.1: The
Guarantor has received the Principal Contract as well as read and understood
it.
No.2:
[Blank]
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Clause
9
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Execution
of the Agreement
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The
agreement will come into effectiveness upon the signature or stamp by both
sides.
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Clause
10
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This
agreement is executed in THREE
originals, and each party holds ONE with the
same legal effectiveness.
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Clause
11
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Note
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The
creditor has required the Guarantor to understand every single clause fully and
accurately; meanwhile, the creditor has explained the relevant articles upon the
Guarantor’s request; thus, both parties have achieved common understanding as of
this agreement.
Creditor:
Shandong Shouguang Rural Cooperative Bank
(Seal)
Legal
Representative
/Authorized
Representative:
(the signature of Shijun Sun )
Guarantor:
Weifang ▇▇▇ ▇▇▇▇▇ Poultry Co., Ltd
(Seal)
Legal
Representative
/Authorized
Representative:
(the signature of Fengjun
Shan)
Execution
Date: March 25,
2009
Execution
Place: Daokou Branch,
Shouguang Cooperative Bank