Under the
principles of friendly cooperation and mutual development for the
benefit of efficient progress of financing projects of both
parties, Henan Huanghe Enterprises Group Co., Ltd. (hereinafter
“Party A”) and Henan Zhongpin Food Share Co., Ltd.
(hereinafter “Party B”), referred to collectively
hereinafter as the “Parties,” reach the following
Agreement in order to provide for a mutual guarantee:
SECTION 1. Mutual Guarantee .
Both Parties promise to provide each other, within the
total mutual guarantee amount and mutual guarantee term stated in
this Agreement, with a guarantee for financing from financial
institutions.
SECTION
2. Total
Amount and Term for Mutual Guarantee .
2.1. The Parties confirm the total
amount of guarantee they offer to each other is 60 million RMB for
loans not exceeding one year.
2.2. The Parties confirm the term of
mutual guarantee is twelve (12) months, from June 17, 2009 and June
17, 2010.
SECTION 3. Form of Mutual Guarantee
. The Parties confirm the form of mutual guarantee
is joint liability guarantee.
SECTION
4. Rights
and Obligation of Both Parties .
4.1. Each Party shall carefully and
responsibly designate a financial principal, respectively, to go
through the relevant procedures promptly, to ensure that the
Parties can smoothly conduct financing activities.
4.2. The Loan Contract, Guarantee
Contract and other relevant legal documents about each specific
loan should be fully completed and provided by one Party when it is
required by the other Party.
4.3. In the event that one Party does not
complete the Loan Contract, Guarantee Contract, or other relevant
legal documents according to the provisions under Section 4.2, or
there are certain blanks in those legal documents, the other Party
may refuse to comply with the mutual guarantee.
4.4. Both Parties promise, during the
period that one or both Parties is charged with liability to
guarantee, to exchange financial information within 10 working days
after the end of each month. Such financial information
includes but is not limited to the balance sheet, income statement,
cash flow statement, and tax return information. Both
Parties shall bear a strict duty of confidentiality regarding such
financial information. The Parties pledge that the
information provided by each shall be true, accurate and
complete, with no falsity, omission or misleading
representation.
SECTION
5.
Suspension and Dissolution of the Agreement
.
5.1. During the term of this mutual
guarantee, if one Party can prove that the other Party becomes a
severe obstacle in a major dispute or major litigation involving
its normal business operations, the former Party may suspend this
Agreement upon written notification provided to the latter Party
ten (10) working days in advance of such suspension.
5.2. During the term of mutual guarantee,
if one Party can prove that the other party has entered into a
proceeding such as bankruptcy, liquidation or dissolution, the
former Party may dissolve this Agreement in advance upon written
notification provided to the latter Party ten (10) working days in
advance.
5.3. In the event the situation stated in
Section 5.1 or 5.2 of this Agreement occurs, it shall have no
impact on the guarantee obligations undertaken related to
the Loan Contracts that have already been signed and become
effective, and are covered by this Agree
