Conformed Copy - L4309 - State Farms Commercialization Project - Supplemental Letter 2

Page 1 PEOPLE’S REPUBLIC OF CHINA CHINA TRUST AND INVESTMENT CORPORATION FOR ECONOMIC DEVELOPMENT June 12, 1998 International Bank for Reconstruction and Development 1818 H. Street, N.W. Washington, DC 20433 United States of America Re: Loan No. 4309 CHA State Farms Commercialization Project Representations Dear Sirs and Mesdames: In connection with the Project Agreement (the Project Agreement) to be entered into today between the International Bank for Reconstruction and Development (the Bank) and China Trust and Investment Corporation for Economic Development (CTICED), CTICED hereby undertakes and warrants to the Bank that: 1. The financial statements dated December 31, 1996, copies of which have been furnished to the Bank, correctly set forth the financial and operating condition of CTICED as of such date and since such date there have been no material adverse changes in the financial and operating conditions of CTICED. 2. CTICED is not engaged in litigation as plaintiff or defendant, the outcome of which might materially and adversely affect its financial condition. 3. CTICED has no outstanding agreements or liabilities, contingent or otherwise (including taxes) which might adversely affect its financial condition. 4. No debt of CTICED is secured by any mortgage, pledge, charge, priority or other lien, and no contract or arrangement exists for the creation of any such mortgage, pledge, charge, priority or other lien. 5. There are no existing defaults in the payment of principal of, or interest or other charges on, any CTICED debts. 6. CTICED is not in violation of, and execution and delivery of the Project Agreement and compliance with all its terms do not and will not result in any violation of, any provisions of any existing agreement, franchise, concession, license or permit, or of any law, regulation or any other legal rule of a similar nature presently in effect and applicable to CTICED. 7. CTICED is a duly existing non-bank financial institution under the laws of the People’s Republic of China with full authority to carry out its present business, to carry out the Project and to execute and deliver the Project Agreement, and has furnished to the Bank true copies of all legislation presently in force and effect and governing or applicable to the operations of CTICED, as well as of the articles and licenses of CTICED as presently in effect and governing CTICED. It is our mutual understanding that, in making the Loan and entering into the Project Agreement with CTICED, the Bank may rely on the representations contained herein. Very truly yours, Page 2 China Trust and Investment Corporation For Economic Development By /s/ Li Zhaoxing Authorized Representative