Mortgage Contract China Construction Bank Corporation Beijing Branch
EXHIBIT
4.39
China
Construction Bank Corporation
Beijing
Branch
Contract
No.: Year 2007 Zi 123010 No. 012
Mortgagor
(Party A): Changchun Origin Seed Limited
Domicile:
0000 Xxxxxxx Xxxx, Xxxx-xxxx Xxxxxxxx, Xxxxxxxxx Postal Code:
130022
Legal
Representative (person in charge): Xxxxxxxx Xxx
Fax:
0000-00000000
Telephone: 0000-00000000
Mortgagee
(Party B): China Construction Bank Corporation Beijing Shangdi
Sub-Branch
Domicile:
00 Xxxxxxx Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Postal
Code: 100085
Legal
Representative (person in charge): Xx Xxx
Fax:
00000000 Telephone:
00000000
1
Mortgagor
(hereinafter referred to as “Party A”): Changchun
Origin Seed Limited.
Mortgagee
(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”) between Beijing
Origin Seed Limited.
(hereinafter referred to as the “Debtor”) and Party B (contract no.: Year 2007
Zi 123010 No. 012) and the realization of creditor’s right of Party B, Party A
desires to provide mortgage to secure the creditor’s right formed under the
Master Contract between Party B and the Debtor. 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 Collateral
Party
A
creates a mortgage on the property described in the “Collateral Schedule”
provided in Article 16 of this Contract.
Party
A
undertakes that it has the ownership of or the right to dispose of the
collateral according to the laws.
Party
A
undertakes that the collateral is not subject to any ownership dispute,
attachment or seizure.
Article
2 Scope
of
Security
The
principal amount of (Say) NINE
MILLION YUAN
in
Renminbi
(currency) and interest (including compound interest and penalty interest),
liquidated damages, indemnity, relevant expenses prepaid by Party B and all
expenses incurred from Party B’s realization of the creditor’s right and
mortgage (including, but not limited to, litigation costs, arbitration costs,
attachment costs, traveling expenses, execution expenses, assessment fees,
auction fees).
If
the Debtor fails to fulfill its obligations under the Master Contract, Party
B
shall have the right to require Party A directly to undertake its liability
within the scope of security, regardless of any other security (including,
but
not limited to, guarantee, mortgage, pledge, letter of guarantee or standby
letter of credit) Party B may have with respect to the creditor’s right under
the Master Contract.
Article
3 Term
of
Mortgage
The
mortgage shall continue for two years after the date the limitation of actions
with respect to the secured creditor’s right expires.
Article
4 Changes
to the Secured Master Contract
Party
A acknowledges that Party A’s prior consent shall be deemed to have been
obtained if Party B and the Debtor make changes to the clauses of the Master
Contract by agreement and Party A’s liability of guarantee shall not be reduced
or exempted, except for the following two circumstances:
(1) extension
of the term for fulfilling its obligations;
(2) increase
of the principal amount under the creditor’s right.
2
Article
5 Independency
This
Contract shall be independent of the Master Contract in terms of its validity
and not be affected by the invalidity of the Master Contract. If the Master
Contract is determined to be invalid, then Party A shall still hold liable
for
the debt of the Debtor with the collateral, which debt may arise from
restitution of property or compensation for losses.
Article
6 Custody
of the Collateral
As
long
as the mortgage continues to exist, Party A shall be obligated to take proper
care of the collateral, prevent it from being damaged and accept Party B’s
inspection from time to time. In case of any damage to or loss of the collateral
or other circumstances under which the collateral is obviously decreased in
value, Party B shall be notified promptly and provided other security equivalent
in value to any shortage in the collateral within 20
bank
business days.
Article
7 Insurance
of the Collateral
As
long
as the mortgage continues to exist, Party A shall take a property insurance
for
the collateral with such insurance type and insured amount as designated by
Party B and required by relevant laws. The insurance term shall be [blank]
months
longer than the term required for the performance of the Master Contract. During
the insurance term, Party A shall not suspend or revoke the insurance for any
reasons whatsoever.
As
long
as the mortgage continues to exist, the original insurance policy shall be
kept
by Party B.
Party
A
shall require the insurer to identify in the insurance policy that Party B
is
the preferred payee (i.e., the first beneficiary) of the insurance. In case
of
insurance accident, the insurer shall directly remit the insurance indemnity
to
an account designated by Party B. If the collateral has been insured already
without identifying Party B as a preferred payee, the preferred payee shall
be
changed to Party B.
Party
A
agrees that Party B may select any of the following methods to handle the
insurance indemnity and will assist Party B in completing relevant
procedures:
|
(1)
|
to
pay off or pay off in advance the principal and interest and relevant
expenses under the Master Contract;
|
|
(2)
|
to
convert it into a fixed-term deposit and pledge the certificate of
deposit;
|
|
(3)
|
to
use it to repair the collateral and restore its value upon Party
B’s
consent;
|
|
(4)
|
to
submit it to a third party designated by Party
B;
|
|
(5)
|
to
dispose of it at Party B’s own discretion after Party A provides new
security as required by Party B.
|
3
Article
8 Third
Party’s Damages
As
long
as the mortgage continues to exist, the damages shall be deposited into
an
account designated by Party B if the collateral is decreased in value as
a
result of a third party’s acts. Party A agrees that Party B may select any of
the following methods to handle the damages and will assist Party B in
completing relevant procedures:
|
(1)
|
to
pay off or pay off in advance the principal and interest and relevant
expenses under the Master Contract;
|
|
(2)
|
to
convert it into a fixed-term deposit and pledge the certificate of
deposit;
|
|
(3)
|
to
use it to repair the collateral and restore its value upon Party
B’s
consent;
|
|
(4)
|
to
submit it to a third party designated by Party
B;
|
|
(5)
|
to
dispose of the damages at Party B’s own discretion after Party A provides
new security as required by Party
B.
|
As
long
as the mortgage continues to exist, Party A shall provide new security
acceptable to Party B if the collateral is not enough in value to pay off the
principal and interest and relevant expenses under the Master Contract as a
result of a third party’s acts. Any portion of the collateral that is not
decreased in value shall still be used to secure the creditor’s
right.
Article
9 Disposal
of the Collateral
|
1.
|
As
long as the mortgage continues to exist, Party A shall not donate,
transfer, lease, mortgage repeatedly, remove or otherwise dispose
of the
collateral under this Contract without Party B’s written
consent.
|
|
2.
|
As
long as the mortgage continues to exist, Party A shall obtain Party
B’s
written consent in advance of its disposal of the collateral. Party
A
agrees that Party B shall have the right to select any of the following
methods to handle the proceeds from the disposal of the
collateral:
|
|
(1)
|
to
pay off or pay off in advance the principal and interest and relevant
expenses under the Master Contract;
|
|
(2)
|
to
convert them into fixed-term deposit and pledge the certificate of
deposit;
|
|
(3)
|
to
submit them to a third party designated by Party
B;
|
|
(4)
|
to
dispose of the proceeds at Party B’s own discretion after Party A provides
new security as required by Party
B.
|
Article
10 Realization
of the Mortgage
Party
A
agrees that Party B shall have the right to duly sell the collateral by action,
sell off the collateral, or convert the collateral into money upon agreement,
if:
|
(1)
|
Party
B has not been paid when the term for discharging all or part of
the
principal or interest under the Master Contract
expires;
|
|
(2)
|
other
circumstances under which Party B may realize its creditor’s right in
advance under the Master Contract.
|
Article
11 Breach
of
Contract and its Handling
As
long
as the mortgage continues to exist, Party B shall have the right to require
Party A to rectify its breach, provide corresponding security and indemnify
Party B against losses within a limited period and to dispose of the collateral
in advance if Party A is in breach of Article 1, Article 6, Article 7, Article
8
or Article 9 hereunder.
4
Party
A
agrees that Party B shall have the right to select any of the following methods
to handle the proceeds from the disposal of the collateral:
(1) to
pay
off or pay off in advance the principal and interest and relevant expenses
under
the Master Contract;
(2) to
convert them into fixed-term deposit and pledge the certificate of
deposit;
(3) to
submit
them to a third party designated by Party B;
(4) to
dispose of the proceeds at Party B’s own discretion after Party A provides new
security as required by Party B.
Article
12 Registration
and Revocation of the Collateral
If
the
collateral shall be registered according to the laws, the two Parties shall
complete the registration of the collateral with appropriate registration
department upon the execution of this Contract. Party A shall, as of the date
of
this Contract, submit to Party B the certificate of encumbrance, original
mortgage registration document and other right certificates with respect to
the
collateral.
When
all
debts under the Master Contract and this Contract are paid off, Party B shall
promptly cancel the registration of the mortgage together with Party
A.
Article
13 Expenses
Expenses
with respect to assessment, notarization, insurance, registration, appraisal,
custody and submission hereunder shall be borne by Party A.
Article
14 Other
terms agreed by the two Parties:
|
1.
|
The
Mortgagor is fully aware of the risks associated with the interest
rate.
If the floating interest rate is applied to the Master Contract,
the
Mortgagor is willing to assume such additional liability as may be
increased due to the floating interest
rate;
|
|
2.
|
[intentionally
left blank]_______________________________________________;
|
| 3. |
[intentionally
left blank]_______________________________________________.
|
Article
15 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:
| (1) |
to
bring a lawsuit to the People’s Court where Party B is located;
or
|
|
(2)
|
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.
5
Article
16 Collateral
Schedule
The
collateral schedule is as follows:
Collateral
Schedule
|
Name
of the Collateral
|
Title
Certificate and No.
|
Domicile
|
Value
Indicated in the Invoice of the Collateral (yuan)
|
Assessed
Value of the Collateral (yuan)
|
Amount
of Mortgage Created for Other Creditor’s Right
(yuan)
|
Remarks
|
||||||
|
Land
|
Xxxxx
Xxx Xxxx ( 2007 ) No.091000777
|
0000
Xxxxxxx Xxxx, Xxxx-xxxx Xxxxxxxx, Xxxxxxxxx
|
[blank]
|
16,672,600
|
7,000,000
|
|||||||
|
Building
|
Xxxxx
Xxxx Xxxx Xx No.10901742
|
0000
Xxxxxxx Xxxx, Xxxx-xxxx Xxxxxxxx, Xxxxxxxxx
|
0,000,000
|
2,000,000
|
9,000,000
|
|||||||
|
Building
|
Xxxxx
Xxxx Xxxx Xx No.10901743
|
0000
Xxxxxxx Xxxx, Xxxx-xxxx Xxxxxxxx, Xxxxxxxxx
|
000,000
|
|||||||||
|
[blank]
|
[blank]
|
[blank]
|
[blank]
|
[blank]
|
[blank]
|
[blank]
|
Article
17 This
Contract shall become effective upon the satisfaction of the following
conditions:
|
1.
|
This
Contract is signed by Party A’s legal representative (person in charge) or
authorized representative or stamped with its corporate seal (if
Party A
is a natural person, then only signature is required) and signed
by Party
B’s person in charge or authorized representative and stamped with
its
corporate seal.
|
|
2.
|
The
collateral described in the “Collateral Schedule” hereunder is duly
registered according to the laws if so
required.
|
Article
18 This
Contract shall be made in four
counterparts.
Article
19 Representations
|
1.
|
Party
A is fully aware of Party B’s business scope and scope of
authority.
|
|
2.
|
Party
B has perused each clause in this Contract, especially clauses in
bold. 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.
|
6
|
3.
|
Party
A has the right to sign this Contract.
|
|
Party
A (corporate
seal): Changchun Origin Seed Limited
|
|||
|
Legal
representative (person in charge) or
authorized representative (signature):
|
|||
| /s/ Xxxxxxxx Xxx | |||
| /s/ CORPORATE SEAL | |||
| July 6, 2007 | |||
| Party B (corporate seal): China Construction Bank Corporation Beijing Shangdi Sub-Branch | |||
| Legal representative (person in charge) or authorized representative (signature): | |||
|
/s/
Xx Xxx
|
|||
|
/s/
CORPORATE SEAL
|
|||
| July 6, 2007 | |||
7
