Cross-Guarantee Agreement
Party
A:
Xuji Group Co.,Ltd.
Adress:
0000 Xxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxxxx.
Legal
Representative: Wang Jinian
Party
B:
Henan Zhongpin Food Share Co.,Ltd.
Adress:
00 Xxxxxxxx Xxxx, Xxxxxxx Xxxx.
Legal
Representative: Zhu Xianfu
Under
the
principle of friendly cooperation and mutual development, for the better
functioning of both operational entities and raising funds effectively and
timely, Party A and Party B agree to reach the following agreement as to
providing a mutual guarantee:
Section
One Cross Guarantee
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1.1
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Both
Parties seriously promise, within the mutual-guarantee total amount
and
cross-guarantee period stated in the agreement, to provide mutually
guarantees for bank loans and
acceptance.
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Section
Two Total Amount and Term for Cross Guarantee
2.1
Both
Parties confirm, the total amount of the mutual guarantee is 300
million RMB.
2.2
Both
Parties confirm, guarantee term is one
year(s),
that is from April,
1st,
2008
to March, 31st,
2009.
Section
Three Cross-Guarantee Form
3.1
Both
Parties confirm to take the form of joint liability assurance for mutual
guarantee.
Section
Four Precondition for Cross Guarantee
4.1
Before entering the subscription agreement, both Parties recognize that they
have obtained the approval respectively from internal board of directors
or
assembly of shareholders in accordance to the provisions of each company
and
guaranteed that both have reached a legally effective written agreement of
the
board of directors or assembly of shareholders on the mutual
guarantee.
4.2
Both
Parties shall provide the above mentioned written decision when signing the
agreement.
Section
Five Rights and Obligations of Both Sides
5.1
Both
sides shall designate respectively a financial functionary to arrange relevant
procedures in due course in order to assure that the opposing party can smoothly
conduct financing like loan or acceptance.
5.2
One
party asks the other to provide relevant legal papers for the guarantee
agreement to be signed, in which every item should be filled in clearly and
completely.
5.3
In
the event that one party has not completed legal papers such as guarantee
agreement according to the provisions under Article 5, Paragraph 2, or there
are
certain blanks in legal papers like the guarantee agreement, the opposing
Party
can refuse to deal with relevant mutual-guarantee issues.
Section
Six Suspend and Dissolution of the Agreement
6.1
During the cross guarantee term, in case one side can prove that the other
side
is involved in a significant dispute, fatal lawsuit or other issues that
influence its normal operation, Party one can suspend the agreement, but
should
notify the other Party in written form within 10 working days.
6.2
During the cross guarantee term, in case that one party can prove that the
other
side has entered into bankruptcy, liquidation, dissolution, or has occurred
other situation of guarantee incapability, one party can dissolve the agreement
in advance, but should notify the other party in written form within 10 working
days.
6.3
If
the condition stated in Article 6, Paragraph 1 or Article 6, Paragraph 2
under
the agreement occurs, it has no impact on the guarantee agreement that has
been
signed into effect by both parties. That is to say any party should not exempt
all guarantee obligations that has occurred due to the suspension or dissolution
of this agreement.
Section
Seven Guarantee Obligation
7.1
In
case one party postpones to pay mature debts that the other party might bear
joint guarantee liability, within one month from the debt’s maturity, one party
should provide legal, valid and safe anti-guarantee property that equals
to its
guarantee amount to the opposing party, and sign the anti-guarantee agreement
as
well as conduct related procedures according to law.
7.2
In
case one side delays or is unable to pay mature debts resulting in the other
side having to bear joint guarantee liability, within one week upon assuming
guarantee responsibility, the party that bears guarantee responsibility can
dispose of relevant property complying with the sealed anti-guarantee agreement
by both parties for recuperating its guarantee responsibility, but should
notify
the party who provides anti-guarantee property in written form.
Section
Eight Confidential Liability
8.1
During the process of implementation of the agreement, any financial or
operational information, customer data, technique secrete, other related
information or message that dissolved, mastered, preserved by one side is
regarded as confidential information.
8.2
Each
party should comply with the confidential liability to not let out, reveal,
disclose to any other side out of the agreement. Written agreement signed
by
both or legally prescribed that allowed to be revealed exempts.
8.3
Any
party acting in violation of the confidential items listed in the agreement
should take corresponding legal responsibility.
Section
Nine Notice and Delivery
9.1
Both
parties agree to designate a financial functionary in charge of the
implementation and relevant assistance under the agreement. The respective
designated person and their addresses are as follows:
Party
A:
Wan Jiling
Adress:
Xuji Capital Management Center, 1298 Xuji Avenue, Xuchang City, Henan
Province.
Zip
code:
461000
Tel
:
0000-0000000
Fax:
0000-0000000
Party
B:
Xxx Xxxxxxx
Adress:
Capital Management Department, Financial Management Center, 00 Xxxxxxxx Xxxx,
Xxxxxxx Xxxx.
Zip
code:
461500
Tel
:
0000-0000000
Fax:
0000-0000000
9.2
Both
agree that if the written notice has been delivered to the appointed person
of
the other side under the agreement’s provision of Article 9, Paragraph 1, it is
regarded as it has been delivered to the other party.
Section
Ten Continuance of the agreement
10.1
After the expiration of the validity period under the agreement, if extension
is
needed, both should sign a written agreement separately.
Section
Eleven Dispute Resolution
11.1
In
the event a dispute occurrs in the implementation of the agreement, both
parties
shall resolve by negotiation; if negotiation fails, any party can claim a
lawsuit by the regional court of the accuser, but additional stipulation
under
the guarantee agreement shall be exempt.
Section
Twelve Validity and other Issues of the Agreement
12.1
This
agreement is in duplicate, both parties shall hold one each. It shall be
effective with both sides’ signatures and seals attached hereunder.
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Party
A: Xuji Group
Co.,
Ltd.
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Party
B: Henan
Zhongpin Food Share Co., Ltd.
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Representative’s
Signature(Seal): By: /s/ Wang
Jinian
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Representative’s
Signature(Seal): By: /s/ Xxxxxx
Xxx
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Year
Month Date
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Year
Month Date
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