Contract No.: (2003) Hao He Zi No.1
Contract
No.:
(2003) Hao He Zi No.1
The
three
parties in this contract are:
Party
A:
Haoran Industrial Company, Huicheng District, Huizhou City
Legal
Representative: Zhong Guanbin Title: Chairman of the board
Address:
Xxxxxxx Xxxx Xx. 00, Xxxxxxx Xxxx
Party
B:
HuiZhou NIVS AUDIO & VIDEO TECH CO.,LTD
Legal
Representative: Li
Tianfu
Title: General Manager
Address:
NIVS Hi-tech Park, Wushi Industrial area, Huizhou City
Party
C:
Shuikou County Real Estate Development Corporation
Legal
Representative: Xu
Zhaofa Title:
General Manager
Address:
Shuikou County, Huizhou City
In
accordance with the stipulations in the relevant national laws and regulations,
on the principles of equality, voluntary willingness, compensation as well
as
honest and credit, the three parties concluded this contract through
negotiations.
Article
1. Party A transfers the use right of the land that is located in Wei Village,
Lianhe Ridge, Shuikou County (the part near to the fourth ring) with an area
of
184,810 square meters to Party B.
The
ownership of the land has been identified by Municipal Land and Resources Bureau
and the certificate has been issued. The original “State-Owned Land Use
Certificate” No. is Hui Fu Xxx Xxxx (2003) No. 1321161017. The land No. is
16-02-3255. The land’s map No. is F-50-25-148. Regarding to its detailed
location and the coordination of the boundary points, please refer to the map
in
the appendix. The transfer term for this land is 40 years. The term will expire
on July 18th,
2042.
The land use nature is for industrial use. Upon the completion of the transfer,
two state-owned land use certificates will be transferred to the name of Party
B, with the areas of 124,810 square meters and 60,000 square meters
respectively.
The
use
right of the building, auxiliaries as well as the land use right within the
mentioned land scope are transferred to Party B together. Party B has no any
objection on the current status of the land.
Upon
the
signature of this contract as well as Party B’s payment of the deposit, it will
indicate that Party A has handed over the land to Party B. No other land
transfer procedure shall be gone through separately. The state-owned land use
certificate shall be handed over to Party B on the same day as the guarantee
procedures are done in accordance with the stipulations in Article 6
hereof.
Article
2. The concluded price for the land use transfer is eighteen million, seven
hundred and ninety-nine thousand, nine hundred and eight-two RMB (amount in
figures: 18,799,982 RMB). The unit price is 101.726 RMB/square
meter.
Article
3. Payment terms. Through the mutual negotiations between Party A and Party
B,
they agree that the concluded price will be paid by the following
installments.
(1) On
the
date of concluding this contract, Party B will pay Party A 4,000,000
RMB whole as the deposit.
(2) The
remaining part will be paid by installments. The way of payment by
installment is: the payment will be started as of February 2004 (the month
of
February included) until all the transfer price is paid off. At least 1 million
RMB (amount in figures: 1,000,000 RMB) shall be paid each month. The payment
date shall be prior to the 15th
day of
each month.
In
case
that Party B does not pay the transfer fee as stipulated here, Party B shall
be
liable for the breach penalty equivalent to 0.021% of the amount of overdue
payment per overdue day. In case that Party B’s overdue payment accumulatively
reaches or goes beyond 1,500,000 RMB, the total transfer fee will be due. Party
A is entitled to demand for all the unpaid transfer fee, to withdraw the land
use right as well as to ask Party B to undertake liabilities for all the
economic losses.
Article
4. Party A is liable for all the taxes related to the transfer of land use
right
whatever the amount is. After the land use right has been transferred to the
name of Party B, Party B shall be liable for the necessary taxes related to
the
retransfer, which has nothing to do with Party A.
Article
5. Upon Party A’s receipt of the deposit, Party A and Party B shall, with all
the relevant materials, go through transfer registration procedures for the
land
use right in Land and Resource Bureau. Party A shall transfer the “Stated-Owned
Land Use Certificate” to the name of Party B within 30 days as of the receipt of
deposit.
Article
6. Warranty
(1) Before
Party B pays off the land transfer fee, use right of the land with
an
area of 60,000 square meters in this transfer will be used as a mortgage. After
going through the transfer procedures of State-Owned Land Use Certificate,
Party
A and Party B will conclude “Mortgage and Security Agreement”
separately.
(2) Before
paying off the entire land transfer fee, Party B agrees to use
all
the production equipments as the mortgage. Without Party A’s consent, Party B
shall not move, sell, lease or mortgage its production equipment to the others.
Provided that, within the mortgage term, Party B moves
the
assets, Party A is entitled to take necessary measures to stop it.
(3) Before
paying off the entire transfer fee, Party B promises that it will
not
change the shareholding structure and the legal representative.
(4) Before
paying off the entire transfer fee, Party B promises that it will
not
transfer the transferred land use right and the auxiliaries on the land
externally.
(5) Party
B
guarantees that it will begin to level the transfer land before
February 28th,
2004
and complete the construction report and start construction before March
30th,
2004,
otherwise, it will be regarded as Party B’s breach of the contract. Party A is
entitled to terminate the contract and to withdraw the land use
right.
Article
7. In case that Party A withholds the fact that such conditions as the ownership
disputes, co-ownership, lease, mortgage, sealed-up or non-compliance with the
transfer conditions exists in the land, Party A shall be undertaken the caused
economic and legal liabilities for Party B. While going through the transfer
procedures, Party A shall comply with the area stipulated in the contract,
the
land nature, the use terms and so on to proceed the title transfer registration
formalities, and shall not make amendments, otherwise it will be regarded as
a
violation of the contract.
Article
8. Party B shall be responsible for leveling the transferred land and taking
care of the facilities within the scope of the transferred land.
Article
9. Party C provides assistance in going through the transfer procedures of
this
contract, which guarantees that there is no dispute on the
ownership.
Article
10. Party C guarantee that such infrastructures as water, electricity and
communications will be connected until the border of the land before September
15th,
2004.
Besides, the normal use and application of this mentioned infrastructures should
be assured. Before March 15th,
2004,
it shall be assured that the roadbed will be established till the border of
this
land. Party A has a monitoring obligation towards this.
Article
11. Party A agrees to pay 300,000 RMB to Party C as the administration fee.
Party C has a duty of supervising the parties to strictly fulfill the
stipulations herein within the contract’s validity term. In case that any
dispute rise
during the fulfillment hereof, Party C shall coordinate and find a
solution.
Article
12. As for any other matters that are not stipulated in this contract, Party
A
and Party B may conclude agreements as the appendix to this contract that has
the equal legal force as this contract has.
Article
13. The transferred area of the land in this contract that belongs to the
original land division is not in keeping with the red line drawing. Therefore,
before signing this contract, Party A, Party B and Party C shall xxxx a new
red
line drawing on the original red line drawing and seal it for confirmation.
The
new red line drawing shall be consistent with the new State-Owned Land
Certificate as well as the map of the land. Besides, this new drawing shall
be
used as the first appendix to this contract.
Article
14. The conclusion, validity, interpretation, fulfillment and disputes of this
contract are all governed by the laws of the People’s Republic of
China.
Article
15. In case that any dispute rises due to the execution of this contract, the
two disputing Parties or the three Parties try to settle them through
negotiations. Provided that no agreement is reached, a lawsuit may be filed
to
the People’s Court in accordance with the law.
Article
16. This contract has four original copies. Party A, Party B, Party C and
Shuikou County People’s Government holds one respectively.
Article
17. Upon the signature and the official seals of the three Parties’ legal
representatives (or authorized agents), this contract enters into
force.
Party
A:
Haoran Industrial Company, Huicheng District, Huizhou City (Seal)
Legal
Representative (signature and seal): /s/ Zhong Guanbin (Seal) 
Date:
November 24th,
2003
Party
B:
Huizhou NIVS AUDIO & VIDEO TECH CO., LTD (Seal)
Legal
Representative (signature and seal): /s/ Li Tianfu (Seal) 
Date:
November 24th,
2003
