CHINA NEW BORUN CORPORATION AND THE BANK OF NEW YORK MELLONDeposit Agreement • March 16th, 2011 • CHINA NEW BORUN Corp • Malt beverages • New York
DEPOSIT AGREEMENT dated as of June 10, 2010 among CHINA NEW BORUN CORPORATION, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 27th, 2010 • CHINA NEW BORUN Corp • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between China New Borun Corporation, a Cayman Islands company (the “Company”) and the undersigned, a [director][officer] of the Company (“Indemnitee”).
No.: Zhong Lv Bao Di Zi 2012 [024-2] Counter-Guarantee (Mortgage) Agreement Mortgagor (Party A): Daqing Borun Biotechnology Co., Ltd. Mortgagee (Party B): Zhong Lv Credit Guarantee Co., Ltd. Counter-Guarantee (Mortgage/Pledge) AgreementCounter-Guarantee (Mortgage) Agreement • April 24th, 2013 • CHINA NEW BORUN Corp • Malt beverages
To secure the realization of the short-term loan for the cereals & oils of the leading enterprises in the agribusiness, equal to RMB 50 million, which is applied by Daqing Borun Biotechnology Co., Ltd. ("the Debtor") with Daqing Branch of Agricultural Development Bank of China ("the Creditor") during the period from [], and in the mean time to secure Party B's exercise of right of recourse, as well as according to the "Entrustment Agreement on Guarantee" (No.: Zhong Lv Wei Bao Zi 2012[024]) signed between the Debtor and Zhong Lv Credit Guarantee Co., Ltd., Party A is willing to provide a counter-guarantee (mortgage) to Party B, therefore, the Parties enter into this Counter-guarantee Agreement ("this Agreement") via equal negotiations.
Counter-Security Contract (Mortgage) Date of Contract:Counter-Security Contract (Mortgage) • April 28th, 2016 • CHINA NEW BORUN Corp • Malt beverages
Daqing Borun Bio-technology Co., Ltd, whose principal place of business is at Jubao Village, Zhusan Town, Datong District, Daqing, the mortgagor who is duly represented by Wang Jinmiao and whose telephone number is (hereinafter referred to as “Party A”); and
Shareholders Agreement March 31, 2010 In respect of China New Borun Corporation BetweenShareholders Agreement • April 27th, 2010 • CHINA NEW BORUN Corp • New York
No.: Zhong Lv Bao Di Zi 2011 [009-2] Counter-Guarantee (Mortgage) Agreement Mortgagor (Party A): Daqing Borun Biotechnology Co., Ltd. Mortgagee (Party B): Zhong Lv Credit Guarantee Co., Ltd. Counter-Guarantee (Mortgage/Pledge) AgreementCounter-Guarantee (Mortgage) Agreement • April 6th, 2012 • CHINA NEW BORUN Corp • Malt beverages
To secure the realization of the short-term loan for the cereals & oils of the leading enterprises in the agribusiness, equal to RMB 50 million, which is applied by Daqing Borun Biotechnology Co., Ltd. ("the Debtor") with Daqing Branch of Agricultural Development Bank of China ("the Creditor") during the period from July 1 , 2011 to June 30, 2012, and in the mean time to secure Party B's exercise of right of recourse, as well as according to the "Entrustment Agreement on Guarantee" (No.: Zhong Lv Wei Bao Zi 2011[009]) signed between the Debtor and Zhong Lv Credit Guarantee Co., Ltd., Party A is willing to provide a counter-guarantee (mortgage) to Party B, therefore, the Parties enter into this Counter-guarantee Agreement ("this Agreement") via equal negotiations.
Equity Purchase Agreement In respect of Daqing Anxin Tongwei Alcohol Manufacturing Limited Signed on June 26, 2008Equity Purchase Agreement • April 27th, 2010 • CHINA NEW BORUN Corp
This Equity Purchase Agreement (hereinafter referred to as this “Agreement”) was entered into at Daqing Hotel, Daqing City on June 26, 2008, by and among the following parties:
No.: Zhong Lv Bao Di Zi 2010 [006-4] Counter-Guarantee (Mortgage) AgreementCounter-Guarantee (Mortgage) Agreement • March 31st, 2011 • CHINA NEW BORUN Corp • Malt beverages
To secure the realization of the working capital loan of the leading enterprises in the agribusiness, equal to RMB 50 million, which is applied by Daqing Borun Biotechnology Co., Ltd. (“the Debtor”) with Daqing Branch of Agricultural Development Bank of China (“the Creditor”) during the period from August 24, 2010 to August 23, 2011, and in the mean time to secure Party B’s exercise of right of recourse, as well as according to the “Entrustment Agreement on Guarantee” (No.: Zhong Lv Wei Bao Zi 2010[006]) signed between the Debtor and Zhong Lv Credit Guarantee Co., Ltd., Party A is willing to provide a counter-guarantee (mortgage) to Party B, therefore, the Parties enter into this Counter-guarantee Agreement (“this Agreement”) via equal negotiations.
CONTRACT FOR COUNTER-GUARANTEE MORTGAGE (LEGAL PERSON) HEILONGJIANG PROVINCE AGRICULTURE CREDIT-GUARANTEE CO., LTD.Counter-Guarantee Mortgage • April 25th, 2017 • CHINA NEW BORUN Corp • Malt beverages
Whereas Daqing Borun Biotechnology Co., Ltd. (hereinafter referred to as the Borrower) has applied to Daqing Rural Commercial Bank Co., Ltd., Datong Sub-branch (hereinafter referred to as the Lender) for loan and has executed with the Lender a Contract for Working Capital Loan, No. 520011609200056 (hereinafter referred to as the Loan Contract). Party A has accepted the engagement by the Borrower to provide guarantee for such loan, and executed with the Lender a Contract for Guarantee, No. 520011609200056 (hereinafter referred to as the Guarantee Contract) to assume the liabilities for the joint and several guarantee, and executed with the Borrower a Contract for Engagement of Guarantee, No. 00DB16027/1-01 (the Guarantee Contract and Contract for Engagement of Guarantee are hereinafter collectively referred to as the Primary Contract). To protect the legal interests of Party A, Party B agrees to provide the counter-guarantee in favor of Party A for the account of the Borrower. Pursuant
China New Borun Corporation [ · ] American Depositary Shares Representing [ · ] Ordinary Shares par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2010 • CHINA NEW BORUN Corp • Malt beverages • New York
China New Borun Corporation, a Cayman Islands exempted company limited by shares (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ · ] American Depositary Shares (the “Firm ADSs”) representing [ · ] ordinary shares, $0.001 par value per share (the “Ordinary Shares”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to [ · ] additional ADSs on the terms and for the purposes set forth in Section 3 hereof (the “Option ADSs”). The Firm ADSs and any Option ADSs purchased pursuant to this Underwriting Agreement are herein collectively called the “ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares” and the Ordinary Shares represented by the Option ADSs are hereinafter called the “Option Shares,” and the Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively called the “Shares.”
SHARE EXCHANGE AGREEMENT By and Among CHINA NEW BORUN CORPORATION and KING RIVER HOLDING LIMITEDShare Exchange Agreement • April 27th, 2010 • CHINA NEW BORUN Corp • New York
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 15th day of March, 2010, by and among CHINA NEW BORUN CORPORATION, a company organized under the laws of the Cayman Islands (“New Borun”), GOLDEN DIRECTION LIMITED, a limited liability company organized under the laws of the British Virgin Islands (“Golden Direction”) and KING RIVER HOLDING LIMITED, a limited liability company organized under the laws of the British Virgin Islands and the sole shareholder of Golden Direction (“King River”), upon the following premises:
AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • June 9th, 2010 • CHINA NEW BORUN Corp • Malt beverages • New York
THIS AMENDMENT AGREEMENT (this “Amendment”) is dated effective as of June 8, 2010, by and among CHINA NEW BORUN CORPORATION, a Cayman Islands exempted company with limited liability (the “Company”), KING RIVER HOLDING LIMITED, a company incorporated in the British Virgin Islands (“King River”), STAR ELITE ENTERPRISES LIMITED, a company incorporated in the British Virgin Islands (“Star Elite”), EARNSTAR HOLDING LIMITED, a company incorporated in the British Virgin Islands (“Earnstar”) and TDR ADVISORS, INC., a company incorporated in the British Virgin Islands (collectively with King River, Star Elite and Earnstar, the “Stockholders”).
EQUITY INTEREST TRANSFER AGREEMENTEquity Interest Transfer Agreement • April 27th, 2010 • CHINA NEW BORUN Corp
Transferor: PAN GANG (hereinafter referred to as the “Party A”), male, France nationality, born on November 18,1970, with his passport number of 97FC84743 and address at 7 RUE DE PRAGUE 75012 PARIS FRANCE.
SHARE EXCHANGE AGREEMENT By and Among CHINA NEW BORUN CORPORATION, GOLDEN DIRECTION LIMITED and STAR ELITE ENTERPRISES LIMITED, EARNSTAR HOLDING LIMITED, TDR ADVISORS, INC. and CHINA HIGH ENTERPRISES LIMITED Dated as of February 28, 2010Share Exchange Agreement • April 27th, 2010 • CHINA NEW BORUN Corp • New York
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 28th day of February, 2010, by and among CHINA NEW BORUN CORPORATION, a company organized under the laws of the Cayman Islands (“New Borun”), GOLDEN DIRECTION LIMITED, a company organized under the laws of the British Virgin Islands and a wholly-owned subsidiary of New Borun (“Golden Direction”), STAR ELITE ENTERPRISES LIMITED, a company organized under the laws of the British Virgin Islands (“Star Elite”), EARNSTAR HOLDING LIMITED, a company organized under the laws of the British Virgin Islands (“Earnstar”), TDR ADVISORS INC., a company organized under the laws of the British Virgin Islands (“TDR”, and together with Star Elite and Earnstar, the “Stockholders”) and CHINA HIGH ENTERPRISES LIMITED, a Hong Kong investment holding company (“China High”), upon the following premises:
FORM OF INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 27th, 2010 • CHINA NEW BORUN Corp • New York
THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is made and entered into this day of , 2010, by and between CHINA NEW BORUN CORPORATION, a company established under the laws of the Cayman Islands (the “Company”) and , an individual residing at (the “Director”).
Guaranty Contract (Counter Security)Guaranty Contract • April 24th, 2013 • CHINA NEW BORUN Corp • Malt beverages
In order to ensure the actual performance of the debtor’s obligations under the Loan Contract (23060550-2012 (Qing Ying) Zi No 0038) (the “Master Contract”) entered into on September 14 2012 between Daqing Borun Biotechnology Co., Ltd (the “Debtor”) and Daqing Branch of Agricultural Development Bank of China (the “Creditor”), and the Contract of Entrustment of Security (Ze Yu Wei Bao Zi 2012 No.1) entered into with Party B, and to ensure the realization of the Creditor’s rights and Party B’s rights, Party A is willing to provide guaranty to Party B as the counter security. For purpose of defining the rights and obligations of both parties, upon the equal negotiation and agreement, the parties have entered into this contract according to the Contract Law of the People’s Republic of China and the Security Law of the People’s Republic of China and other laws and regulations.
Mortgage Contract (“This Contract”)Mortgage Contract • March 16th, 2011 • CHINA NEW BORUN Corp • Malt beverages
To secure the performance of the RMB Working Capital Loan Agreement (No. Jian Hei Qing Liu Dai [2010] No. 35, hereinafter “Principal Contract”) signed between Daqing Borun Biotechnology Co., Ltd. (“the Debtor”) and Party B and to secure the realization of Party B’s creditor’s rights, Party A is willing to provide mortgage to secure the debt under the Principal Contract, which exists between the Debtor and Party B. According to relevant laws and regulations, and upon mutual negotiations, Party A and Party B herein conclude this Contract for each to abide by.
Counter-Guarantee (Mortgage) Agreement Mortgagor (Party A): Daqing Borun Biotechnology Co., Ltd. Mortgagee (Party B): Zhong Lv Credit Guarantee Co., Ltd.Counter-Guarantee (Mortgage) Agreement • March 31st, 2011 • CHINA NEW BORUN Corp • Malt beverages
To secure the realization of the short-term loan for the cereals & oils of the leading enterprises in the agribusiness, equal to RMB 50 million, which is applied by Daqing Borun Biotechnology Co., Ltd. (“the Debtor”) with Daqing Branch of Agricultural Development Bank of China (“the Creditor”) during the period from August 24, 2010 to August 23, 2011, and in the mean time to secure Party B’s exercise of right of recourse, as well as according to the “Entrustment Agreement on Guarantee” (No.: Zhong Lv Wei Bao Zi 2010 [006]) signed between the Debtor and Zhong Lv Credit Guarantee Co., Ltd., Party A is willing to provide a counter-guarantee (mortgage) to Party B, therefore, the Parties enter into this Counter-guarantee Agreement (“this Agreement”) via equal negotiations.
No.: Zhong Lv Bao Di Zi 2012 [024-3] Counter-Guarantee (Mortgage) Agreement Mortgagor (Party A): Daqing Borun Biotechnology Co., Ltd. Mortgagee (Party B): Zhong Lv Credit Guarantee Co., Ltd. Counter-Guarantee (Mortgage/Pledge) AgreementCounter-Guarantee (Mortgage) Agreement • April 24th, 2013 • CHINA NEW BORUN Corp • Malt beverages
To secure the realization of the short-term loan for the cereals & oils of the leading enterprises in the agribusiness, equal to RMB 50 million, which is applied by Daqing Borun Biotechnology Co., Ltd. ("the Debtor") with Daqing Branch of Agricultural Development Bank of China ("the Creditor") during the period from [], and in the mean time to secure Party B's exercise of right of recourse, as well as according to the "Entrustment Agreement on Guarantee" (No.: Zhong Lv Wei Bao Zi 2012[024]) signed between the Debtor and Zhong Lv Credit Guarantee Co., Ltd., Party A is willing to provide a counter-guarantee (mortgage) to Party B, therefore, the Parties enter into this Counter-guarantee Agreement ("this Agreement") via equal negotiations.
Equity Transfer Agreement of Shandong Borun Industrial LimitedEquity Transfer Agreement • April 27th, 2010 • CHINA NEW BORUN Corp
In accordance with the relevant stipulations of the Contract Law of the People’s Republic of China and Company Law of the People’s Republic of China, and the resolutions adopted at the meeting of the Board of Shareholders of Shandong Borun Industrial Limited convened on November 30, 2008, on the basis of equality, voluntariness and mutual consultation, the Transferor and Transferee hereby enter into these agreements as follows in respect of the equity transfer:
