LOAN CONTRACT
Exhibit 4.45
English Translation for Reference
Loan Contract November 3, 2009
Party A (Lender): Agria Brother Biotech (Shenzhen) Co., Ltd.
Party B (Borrower): Xxxx Xxxxxxx with ID card number: 440106197702170360
Party A and Party B have reached the following agreement in respect of the provision of a loan by
Party A to Party B after friendly consultation:
| 1. | Loan Amount: Party A shall lend to Party B a loan of Renminbi Two Million And Five Hundred
Thousand (¥2,500,000). |
| 2. | Term: The loan shall be for a term of three years from the date hereof, and may be extended
upon its expiry after mutual consultation. |
| 3. | Use of the Loan: Party B undertakes that the loan will be used for investment in Shenzhen
Guanli Agricultural Technology Co., Ltd., and shall be in compliance with the relevant laws
and regulations. Otherwise, Party A shall have the right to discharge this Loan Contract
unilaterally and request Party B to assume the liabilities for breach of contract. |
| 4. | Equity Pledge: All equity interests owned by Party B in Shenzhen Guanli Agricultural
Technology Co., Ltd. shall be pledged as security. |
| 5. | Liabilities for Breach of Contract: If a party violates this Contract, the other party shall
have the right to discharge it and request the defaulting party to make compensation for any
loss arising therefrom. |
| 6. | Termination of this Contract: After the termination or discharge of this Contract, Party B
shall return the loan to Party A within five working days. In the event of any late return,
Party B shall pay to Party A any interest accrued thereon at a loan interest rate stipulated
by banks for the corresponding period. |
| 7. | Dispute Resolution: Any disputes arisen during the performance of this Contract shall be
resolved by the parties through consultation. In the event that no agreement can be reached
through consultation, such dispute shall be referred to China International Economic and Trade
Arbitration Commission for arbitration. The seat of arbitration shall be Shenzhen. The
arbitral award shall be final and binding upon the parties. |
| 8. | If any provision of this Contract becomes invalid, it shall not affect the validity of the
other provisions hereof. |
| 9. | This Contract is executed in two originals and each of the parties shall keep one original.
All of them shall have the same legal effect. |
Loan Contract November 3, 2009
| 10. | This Contract shall become effective after it is signed and sealed by Party A and signed by
Party B. |
Party A: Agria Brother Biotech (Shenzhen) Co., Ltd.
[Chop of Agria Brother Biotech (Shenzhen) Co., Ltd. is affixed]
/s/
Party B: Xxxx Xxxxxxx /s/ Xxxx Xxxxxxx
Date of execution: November 3, 2009
