State-owned Land Use Rights Grant Contract Formulated under the Supervision of Ministry of Land and Resources of the People’s Republic of China State Administration for Industry and Commerce of the People’s Republic of China
Blanks
in
Contract are blank in executed contract
EXHIBIT
10.4
GF
- 2000 - 2601
Contract
No.: 441302 - B - 112
State-owned
Land Use Rights Grant Contract
Formulated
under the Supervision of
Ministry
of Land and Resources of the People’s
Republic of China
State
Administration for Industry and Commerce of the People’s Republic of
China
Instructions
for Use
A. The
State-owned Land Use Rights Grant Contract contains the main body and Appendix:
Map of Boundary of the Land Plot to Be Granted.
B. The
Grantor under this Contract shall be the land administration department of
the
people’s government entitled to grant the land use rights.
C. The
land
use purposes in Article 4 hereof shall be filled in pursuant to the stipulations
in Investigation Procedures on Urban and Township Cadastral with respect to
Class II Land; where comprehensive uses are intended, please specify all
specific use purposes and their respective percentage of land occupancy
area.
D. The
land
conditions in Article 5 hereof shall be selected and filled in based on the
actual agreements reached between the parties. Where it involves processing
of
grant formalities for previously allocated land use rights, select Article
5.3;
where it involves land for development and construction, select Article 5.1
or
5.2 in accordance with the degree of land development at the time of delivery
as
promised by the Grantor. If demolition and ground leveling have been completed
at the time of delivery as promised by the Grantor, select Article 5.1; if
demolition and ground leveling have not been completed, select Article 5.2
and
indicate the status of area etc in respect of the buildings and other
aboveground fixtures that need to be removed. In respect of infrastructure
conditions, fill in “seven connections”, “three connections” etc and
specifically indicate the contents of infrastructure, such as “connection of
road, electricity and water” etc.
E. With
respect to the methods to pay the grant fee for land use rights as stipulated
in
Article 9 hereof, if the parties agree to adopt lump-sum payment in respect
of
the grant fee, select Article 9.1; if the grant fee is to be paid in
installments, select Article 9.2.
F. In
Article 20 hereof, if it involves house development, select Article 20.1; if
it
involves land development as a whole lot, select Article 20.2.
G. In
the
provisions in connection with the effectiveness of this Contract in Article
40
hereof, where the Land Plot grant plan has been approved by the competent
people’s government, the Contract shall come into force in accordance with
provisions of Article 20.1; where the Land Plot grant plan has not been approved
by the competent people’s government, the Contract shall come into force in
accordance with provisions of Article 20.2.
State-Owned
Land Use Rights Grant Contract
Chapter
I General Provisions
Article
1 The
Parties to this Contract:
The
Grantor: Land
and Resources Bureau of Huizhou City, Guangdong Province;
The
Grantee: Shenzhen
Highpower Technology Company Limited
In
accordance with the Land
Administration Law of the People's Republic of China,
the
Law
of the People’s Republic of China on Administration of Urban Real
Estate,
the
Contract
Law of the People’s Republic of China
and
other laws, administrative regulations and local regulations, and in the
principles of equality, voluntariness, due compensation and good faith, the
Parties hereby enter into this Contract.
Article
2 The
Grantor grants the land use rights as authorized by the laws. The ownership
of
the land so granted belongs to the People’s Republic of China. The State
possesses the jurisdiction and administrative powers over such land as granted
by the Constitution and laws as well as other powers to be exercised by the
State as stipulated in the laws of the People’s Republic of China and other
rights necessary to safeguard social and public interests. All underground
resources, buried articles and municipal public utilities are excluded from
the
scope of land use rights grant.
Chapter
II Delivery of Land so Granted and Payment of Grant Fee
Article
3 The
Land
Plot to be granted by the Grantor to the Grantee is located at Xinhu
Industrial Zone, Ma’an Township, Huicheng District. The
Land
Plot number is:
(in
blank) .
The
total area of the Land Plot is One
Hundred and Twenty Six Thousand Six Hundred and Five
square
meters (126,605 square meters), of which the area of the land to be granted
is
(in
blank)
(in
words) ((in
blank)
(in
figures)) square meters. The four ends of the Land Plot to be granted hereunder
and the coordinates of its boundary marking points are detailed in Appendix:
Map
of Boundary of the Land Plot to be Granted.
Article
4 The
Land
Plot to be granted under this Contract is for
industrial purposes.
Article
5 [This
clause is marked as blank]
The
Grantor agrees to deliver the Land Plot so granted to the Grantee before
__________ (date) and the Grantor agrees that at the time of delivery such
Land
Plot shall meet the land conditions as stipulated in Article __________
below:
5.1 The
ground has been leveled and the surrounding infrastructure has achieved
__________
connections, namely connection of __________;
5.2 The
surrounding infrastructure has achieved __________ connections, namely the
connection of __________, however, relocation and ground leveling have not
been
completed at the site. The status of buildings and other aboveground fixtures
are as follows: __________;
5.3 The
existing land conditions.
Article
6 The
term
of grant of land use rights hereunder is fifty
years,
commencing from the date on which the Grantor actually delivers the land to
the
Grantee. As for any previously allocated land for which land use right grant
formalities are being processed in arrear, the term of grant shall commence
from
the date of execution of the land use right grant contract.
Article
7 The
grant
fee for land use rights in respect of the Land Plot (the “Grant Fee”) hereunder
is RMB
One Hundred and Fourteen per square meters (RMB 114.00 per square
meter);
totaling RMB
Fourteen Million Four Hundred and Forty Thousand (RMB
14,440,000.00).
Article
8 [This
clause is marked as blank]
The
Grantee shall, within
(in
blank) days
after both Parties have signed this Contract, pay to the Grantor RMB
(in
blank) (in
words) (RMB
(in
blank) (in
figure)) as deposit for performance of this Contract. The deposit shall serve
as
part of the Grant Fee.
Article
9 The
Grantee agrees to pay to the Grantor the Grant Fee in accordance with Article
9.1 below.
9.1 Within
30
days
from the date of execution of this Contract, pay off the above Grant Fee in
one
lump sum.
9.2 Pay
to
the Grantor the above grant fee for land use rights in __________
installments
at the time and amount as stipulated as follows:
No.1
Installment RMB
(in
blank) (in
words) (RMB
(in
blank) (in
figure)), time of payment: before __________ (date).
No.2
Installment RMB
(in
blank) (in
words) (RMB
(in
blank) (in
figure)), time of payment: before __________ (date).
No.
Installment RMB
(in
blank) (in
words) (RMB
(in
blank) (in
figure)), time of payment: before __________ (date).
No.
Installment RMB
(in
blank) (in
words) (RMB
(in
blank) (in
figure)), time of payment: before __________ (date).
Where
the
Grant Fee is to be paid in installments, the Grantee shall, at the time of
paying the No.2 Installment and the subsequent installments of the Grant Fee,
pay to the Grantor the accrued interest at the rate of bank loans of
corresponding term.
Chapter
III Development, Construction and Land Use
Article
10 Within
30
days as
of the date hereof, both Parties shall make on-spot verification of the boundary
markers at each boundary point in accordance with the Appendix: Map of Boundary
of the Land Plot to be Granted. The Grantee shall properly protect the land
boundary markers and shall not remove them without any authorization. Where
any
boundary marker is damaged or removed, the Grantee shall immediately submit
to
the Grantor a written report applying for a re-measurement and restoration
of
the boundary markers.
Article
11 Where
the
Grantee intends to newly construct any building within the scope of the Land
Plot hereunder, it shall comply with the following requirements:
Nature
of
the main building: (in
blank) ;
Nature
of
the accessory building:
(in blank) ;
Floor-area
ratio: (in
blank) ;
Building
density: (in
blank) ;
Height
limits of building:
(in blank) ;
Percentage
of green area:
(in blank) ;
Other
land use requirements:
(in blank)
Article
12 The
Grantee agrees to jointly construct the following projects within the scope
of
the Land Plot hereunder, which shall be handed over the government without
compensation after completion of their construction:
12.1
___(in
blank) ;
12.2
(in
blank) ;
12.3
(in
blank)
.
Article
13 The
Grantee agrees to commence construction work before November 23, 2007.
Where
it
fails to commence the
construction within the specified time period, the Grantee shall submit to
the
Grantor an application for extension 30 days in advance. However, the maximum
period of extension shall not exceed one year.
Article
14 When
the
Grantee carries out any construction work on the Land Plot so granted, it shall
follow the relevant provisions regarding the interconnection of water, gas,
sewage and other facilities inside the Land Plot with the main pipelines, power
substations and access facilities located outside the Land Plot.
The
Grantee agrees that all kinds of pipes and lines to be laid by the government
for public utilities may enter and exit, pass or cross the Land
Plot.
Article
15 The
Grantee shall, within 30 days after full payment of the Grant Fee as stipulated
herein, presenting this Contract and payment receipt for the Grant Fee, apply
to
the Grantor for processing of land registration, receive the State-owned Land
Use Certificate and obtain the land use rights in accordance with relevant
provisions.
The
Grantor shall, within 30 days after accepting the application for land
registration, process the land use rights registration formalities and issue
the
State-owned Land Use Certificate according to law.
Article
16 The
Grantee must reasonably utilize the land according to law and no activities
conducted by the Grantee on the Land Plot so granted shall damage or destroy
the
surrounding environment or facilities; where the State or other parties suffer
any losses, the Grantee shall be responsible for compensation.
Article
17 During
the term of grant, the Grantee must utilize the land in accordance with the
land
use purposes and land use conditions as stipulated herein. Where the Grantee
needs to change the land use purposes and land use conditions as stipulated
herein, it must undergo the relevant approval formalities according to law
and
shall apply to the Grantor for its consent; the parties may then enter into
an
amendment agreement to the land use rights grant contract or sign a new land
use
rights grant contract, readjust the Grant Fee, and undergo registration for
change of land use purposes.
Article
18 The
government reserves the right to adjust the urban planning in respect of the
Land Plot hereunder; where there is any amendment to the original land
utilization plan, the existing buildings on such Land Plot shall not be
affected, provided that if any buildings or attachments on said Land Plot need
to be reconstructed, renovated or rebuilt within the term of grant, or if the
Grantee applies for renewal of this Contract upon expiration of the initial
term, the then prevailing plan must be implemented.
Article
19 The
Grantor shall not take back the land use rights obtained by the Grantee
according to law before expiration of the term as stipulated herein. If, under
special circumstances, the land use rights are required to be taken back before
expiration of the term for purpose of social and public interests, the Grantor
shall report the matter for approval in accordance with the statutory procedures
and offer appropriate compensation to the Grantee based on the value of the
buildings and other aboveground fixtures at the time of take-back and the price
of land use rights for the remaining term.
Chapter
IV Transfer, Lease and Mortgage of the Land Use Rights
Article
20 After
the
Grantee has paid in full the Grant Fee, received the State-owned Land Use
Certificate and obtained the land use rights, it shall be entitled to transfer,
lease or mortgage the land use rights granted hereunder in whole or in part,
provided that when Grantee transfer (including sale, exchange and donation)
the
land use right with the remaining term for the first time, it shall report
to
the Grantor for determination that it has fulfilled the conditions set forth
in
Article
20.1
below:
20.1
It
has carried out investment and development activities in accordance with the
provisions hereof and has completed development activities valued at over 25%
of
the total investment;
20.2
It
has carried out investment and development activities in accordance with the
provisions hereof and has created conditions for the land to be used for
industrial purposes or other construction purposes.
Article
21 Where
the
land use rights is to be transferred or mortgaged, the relevant parties to
such
transfer or mortgage shall enter into a transfer or mortgage contract in written
form; where the lease term of land use rights exceeds six months, the lessor
and
the lessee shall also enter into a lease contract in written form.
The
transfer, mortgage or lease contract in respect of the land use rights shall
not
breach the State laws or regulations or the provisions of this Contract.
Article
22 In
event
of a transfer of the land use rights, the rights and obligations stated in
this
Contract and the registration documents shall also be transferred accordingly.
After completion of transfer, the term of the land use rights shall be the
remainder of the term specified herein minus the number of years that has
already been used. In event that the land use rights hereunder are leased in
whole or in part, the Grantee shall continue to assume the rights and
obligations stated in this Contract and the registration documents.
Article
23 In
event
of a transfer, lease or mortgage of the land use rights, the buildings and
other
aboveground fixtures shall be transferred, leased or mortgaged along therewith.
In event of a transfer, lease or mortgage of the buildings and other aboveground
fixtures, the land use rights shall be transferred, leased or mortgaged along
therewith.
Article
24 In
event
of a transfer, lease or mortgage of the land use rights, the relevant parties
to
such transfer, lease or mortgage shall, within 30 days from the date of
execution of the relevant contract, presenting this Contract and the relevant
transfer, lease or mortgage contract as well as the State-owned Land Use
Certificate, apply to the land administration department for handling the land
registration formalities.
Chapter
V Expiration of Term
Article
25 Upon
expiration of the term of use as stipulated herein, if the land user requires
continuing its use of the Land Plot hereunder, it shall, by no later than one
year before expiration of the term, submit an application to the Grantor for
renewal of the term. The Grantor shall grant its approval except for the
circumstance that the Land Plot hereunder needs to be taken back based on the
requirements of social and public interests.
Where
the
Grantor agrees on the renewal, the Grantee shall undergo the formalities for
compensated land use according to law and enter into a new contract with the
Grantor for land use with compensation, and pay the land use fee.
Article
26 Where
the
Grantee fails to submit an application for renewal upon expiration of the term
of grant, or fails to obtain approval pursuant to Article 25 hereof after it
applies for renewal, it shall return the State-owned Land Use Certificate.
The
Grantor shall, on behalf of the State, take back the land use rights and process
formalities for cancellation of registration in respect of the land use rights
in accordance with the relevant stipulations.
Article
27 Where
the
Grantee fails to apply for renewal upon expiration of the term of grant, the
land use rights hereunder, the buildings and other aboveground fixtures shall
be
taken back without compensation by the Grantor on behalf of the State. The
Grantee shall maintain the normal use functions in respect of the buildings
and
other aboveground fixtures and shall not deliberately damage the same. Where
the
buildings and other aboveground fixtures have lost their normal use functions,
the Grantor may require the Grantee to remove or demolish the same and restore
the Land Plot to a leveled ground.
Article
28 Where
the
Grantee applies for renewal upon expiration of the term of grant and the Grantor
fails to approve the renewal in accordance with the provisions of Article 25
hereof, the land use rights shall be taken back without compensation by the
Grantor on behalf of the State. However, the Grantor shall, based on the
residual value of the buildings and other aboveground fixtures at the time
of
take-back, offer appropriate compensation to the Grantee.
Chapter
VI Force Majeure
Article
29 Neither
Party shall be responsible for any non-performance of this Contract in whole
or
in part caused by any force majeure, provided that, if conditions permit, such
Party shall take all necessary remedial measures to mitigate the losses
resulting from such force majeure. Where any force majeure occurs after a Party
delays its performance, such Party shall not be exempted from its
responsibilities.
Article
30 A
Party
encountering force majeure events shall notify the other Party within 24 hours
of such force majeure by mailed letters, telegram, telex, fax or other written
forms and shall, within 3 days after occurrence of such force majeure xxxxx,
xxxxxx a report to the other Party specifying the reasons for its inability
to
perform this Contract in whole or in part or for its delayed
performance.
Chapter
VII Default Liabilities
Article
31 The
Grantee must pay the Grant Fee within the specified time period in accordance
with provisions of this Contract. If the Grantee fails to pay the Grant Fee
within the specified time limit, commencing from the date when any amount falls
due and payable, the Grantee shall, for each day of delay, pay an overdue
penalty to the Grantor in an amount equal to 0.2% of the overdue amount; where
the period of delayed payment exceeds six months, the Grantor shall be entitled
to cancel this Contract and take back the land, in which case the Grantee shall
have no right to require a refund of its deposit and the Grantor shall be
further entitled to claim damages from the Grantee for other losses incurred
as
a result of the Grantee’s breach of the Contract.
Article
32 Where
the
Grantee has paid the Grant Fee for the land use rights in accordance with
provisions of this Contract, the Grantor must provide the granted land in a
timely manner in accordance with provisions of this Contract. Where the
possession by the Grantee of the Land Plot hereunder is delayed as a result
of
the Grantor’s failure to provide the granted land in a timely manner, the
Grantor shall, for each day of delay, pay a default penalty to the Grantee
in an
amount equal to 0.2% of
the
Grant Fee so paid by the Grantee. Where the delivery by the Grantor of the
land
is delayed by more than six months, the Grantee shall be entitled to cancel
this
Contract, in which case the Grantor shall return the deposit in doubled amount
and refund other portions of the Grant Fee already paid, and the Grantee may
claim damages from the Grantor for other losses incurred as a result of the
Grantor’s breach of the Contract.
Article
33 The
Grantee shall carry out development and construction activities in accordance
with the provisions of this Contract. Where the Grantee fails to start
construction and development within one year from the prescribed date of
commencement of construction and development as stipulated herein, the Grantor
may impose a land idleness fee on the Grantee in an amount not exceeding 20%
of
the Grant Fee. Where the Grantee’s failure to start construction and development
lasts for more than two years, the Grantor may take back the land use rights
without compensation. impose a land idleness fee on the Grantee in an amount
not
exceeding 20% of the Grant Fee. However, exceptions are granted if such delayed
commencement of construction and development is caused by force majeure, any
action by any governmental department or the preliminary works necessary for
the
commencement of construction and development.
Article
34 Where
the
granted land delivered by the Grantor fails to meet the land use conditions
set
forth herein, it shall be deemed a breach of this Contract on the part of the
Grantor. The Grantee shall have the right to require the Grantor to perform
its
obligations in accordance with the conditions stipulated herein and to
compensate for the direct losses suffered by the Grantee due to the Grantor’s
delayed performance.
Chapter
VIII Notices and Instructions
Article
35 Any
notice and communication required or permitted hereunder shall become effective
on the date of actual receipt regardless of their form of delivery.
Article
36 Where
a
Party changes its address for notice and communication, or the bank of deposit
or its account number, it shall, within 15 days after making such changes,
notify the other Party of its new address, the bank of deposit or its account
number. A Party shall be held liable for any losses caused by its delay in
giving notices.
Article
37 At
the
conclusion of this Contract, the Grantor shall have the obligation to answer
the
questions raised by the Grantee in respect of this Contract.
Chapter
IX Applicable Law and Dispute Settlement
Article
38 The
formation, validity, interpretation, performance and dispute settlement of
this
Contract shall be governed by the laws of the People’s Republic of
China.
Article
39 In
case
of any dispute arising from the performance of this Contract, such dispute
shall
be settled by both Parties through negotiations, failing which such dispute
shall be settled in accordance with the method stipulated in Article 39.1
below:
39.1
Submit to (in
blank) Arbitration
Commission for arbitration;
39.2
File
a lawsuit to the people’s court according to law.
Chapter
X Supplemental Provisions
Article
40 This
Contract shall come into force and effect in accordance with the provisions
of
Article 40.1 of the following:
40.1
The
grant plan in respect of the Land Plot hereunder has been approved by the
Huizhou City People’s Government. This Contract shall come into force and effect
from the date of its execution.
40.2
The
grant plan in respect of the Land Plot hereunder shall be subject to the
approval by the People’s Government of (in
blank) and
this
Contract shall come into force and effect from the date of approval by the
People’s Government of (in
blank) .
Article
41 This
Contract is executed in three
(3)
original
copies, which shall be equally authentic. The Grantor and the Grantee shall
each
keep one
(1)
copy.
Article
42 This
Contract and its Appendices have a total of thirteen
(13)
pages
and the Chinese version shall prevail.
Article
43 The
amounts, area etc in connection herewith shall be expressed both in word and
in
figure; in case of any discrepancy between the words and figures, the numbers
expressed in words shall prevail.
Article
44 This
Contract is executed on May
23, 2007
in
Huizhou
City,
Guangdong
Province, the People’s Republic of China.
Article
45 The
Parties may make supplementary agreement with respect to any matters not
addressed herein and attach the same as an appendix hereto. Such supplementary
agreement shall have equal force and effect as this Contract.
| The Grantor (official seal): |
The
Grantee (official seal): Shenzhen
Highpower
Technology Company Limited
|
| Address: |
Address:
Luoshan Industrial Area, Xxxx
Xxx
Village, Pinghu Xxxx, Xxxxxxxx
Xxxxxxxx,
Xxxxxxxx Xxxx
|
| Legal Representative (authorized agent) | Legal Representative (authorized agent) |
| /s/ Illegible Signature | /s/ Xxx Xx |
|
(Signature)
|
(Signature)
(Signature) [Xxx Xx]
|
|
Telephone:
|
Telephone:
000000000000
|
|
Fax:
|
Fax:
|
|
Telegram:
|
Telegram:
|
|
Bank
with the Account Opened:
|
Bank
with the Account Opened:
|
|
Account
Number:
|
Account
Number:
|
|
Postal
Code:
|
Postal
Code:
|
|
|
Dated:
|
