Real Estate Sale and Purchase Agreement Century Huaxin Wind Energy Co., Ltd. and The Chemours (Taiwan) Company Limited _15th January_, 2026
EXHIBIT 10.3
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不動產買賣契約書
Real Estate Sale and Purchase Agreement
世紀樺欣風能股份有限公司
Century Huaxin Wind Energy Co., Ltd.
及
and
台灣科慕股份有限公司
The Chemours (Taiwan) Company Limited
2026年_01_月_15_日
_15th January_, 2026
EXHIBIT 10.3
本不動產買賣契約書（以下簡稱「本契約」）係由
This Real Estate Sale and Purchase Agreement (hereinafter referred to as the “Agreement”) is entered into by and between:
The Chemours (Taiwan) Company Limited (a company incorporated under the laws of the Republic of China (Taiwan), with its address at 7F., No. 167, Dunhua N. Rd., Songshan Dist., Taipei City, Taiwan (R.O.C.)) (hereinafter referred to as the “Seller”);
Century Huaxin Wind Energy Co., Ltd.(a company incorporated under the laws of the Republic of China (Taiwan), with its address at No. 1119, Sec. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ (R.O.C.)) (hereinafter referred to as the “Buyer”)
於2026年_01_月_15_日共同訂立。
on _15th January, 2026.
緣買受人同意按本契約約定之方式及條件向出賣人購入出賣人所有之▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇共計一筆土地，其坐落地址及面積等相關資料參見附件一所示（下稱「買賣標的」）；
Whereas the Buyer agrees to purchase from the Seller, in accordance with the terms and conditions set forth in this Agreement, the one parcel of land owned by the Seller, Land Code: No. 72, Fifth Subsection, Gong Ye Qu Section, Guan Yin District, Taoyuan City, the location, area and other relevant particulars of which are set out in Schedule 1 (hereinafter referred to as the “Subject Property”);
緣出賣人同意按本契約約定之方式及條件出售買賣標的予買受人。
Whereas the Seller agrees to sell the Subject Property to the Buyer in accordance with the terms and conditions set forth in this Agreement.
雙方爰同意訂立本契約條款如下，以資共同遵守：
Both parties hereby agree to enter into this Agreement under the following terms and conditions for their mutual compliance:
Purchase Price and Payment Method
The purchase price of the Subject Property shall be NT$137,000 per ping, and the total purchase price shall be NT$1,812,903,190 (hereinafter referred to as the “Total Purchase Price”).
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EXHIBIT 10.3
Upon execution of this Agreement, the Buyer and the Seller shall enter into an escrow account agreement with the escrow bank Puhsin Branch of Chang Hwa Bank (hereinafter referred to as the “Escrow Bank”) and shall cooperate with the requirements and instructions of the Escrow Bank (including, without limitation, completing the bank’s KYC procedures) to establish an escrow account (hereinafter referred to as the “Escrow Account”).
Payment Method
First Installment: On the date of execution of this Agreement, the Buyer shall remit an amount equal to 10 percent of the Total Purchase Price (i.e., NT$181,290,319) to the Escrow Account mutually designated by the Buyer and the Seller. All remittance fees shall be borne by the Buyer (the same shall apply hereinafter).
價金信託專戶：
銀行：[***]
分行別：[***]
帳號：[***]
帳戶名稱：[***]
Escrow Account:
Bank: [***]
Branch: [***]
Account number: [***]
Account name: [***]
Second Installment: An amount equal to 10 percent of the Total Purchase Price (i.e., NT$181,290,319)
出賣人完成本契約第二條買賣標的過戶所需之土壤污染評估調查及檢測資料報備程序後3個營業日內，買賣雙方應將買賣標的移轉登記所需文件、身分證明文件、公司變更登記事項表、申報土地增值稅、契稅等相關稅單完成用印，且交付予由買賣雙方指定之經辦地政士（下稱「經辦地政士」），由經辦地政士向稅捐稽徵處申報稅捐，完成申報之次一營業日，買受人應撥付第二期款匯入買賣雙方指定之價金信託專戶。
Within three (3) business days after the Seller has completed the reporting procedures for the soil pollution assessment investigation and test data required for the transfer of the Subject Property under Article 2 of this Agreement, the Buyer and the Seller shall
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EXHIBIT 10.3
complete the execution of all documents required for the registration of the title transfer of the Subject Property, identification documents, the Company Change Registration Cards, land value increment tax declarations, deed tax declarations and other relevant tax bills, and deliver them to the handling scrivener designated by both parties (hereinafter referred to as the “Handling Scrivener”). The Handling Scrivener shall file the tax declarations with the tax authority, and on the next business day after the filing is completed, the Buyer shall remit the Second Installment to the Escrow Account mutually designated by the Buyer and the Seller.
Third Installment: An amount equal to 70 percent of the Total Purchase Price (i.e., NT$1,269,032,233)
稅單核發後，雙方應於經辦地政士稅單核發之日起算3個營業日內繳清稅款。
After the issuance of the relevant tax bills, both parties shall pay all applicable taxes within three (3) business days from the date of issuance of such tax bills handled by the Handling Scrivener.
完成以上稅款繳清之次一營業日，買受人應用印完成買賣標的過戶予出賣人所需之文件（下稱「反向過戶文件」）並交付予經辦地政士保管，同時買受人應撥付第三期款匯入價金信託專戶後，買賣雙方應指示經辦地政士辦理買賣標的之送件過戶，並依照附件一記載之買受人（即登記名義人）進行產權移轉之作業。於出賣人依本契約第三條規定辦妥買賣標的之所有權移轉及過戶手續予買受人之日（下稱「過戶完成日」）之次一營業日，受託機構應將價金信託專戶內所有款項匯入本條項第(五)款出賣人指定之銀行帳戶。
On the next business day after the taxes as mentioned above have been paid in full, the Buyer shall execute documents required for the reverse registration of the title transfer of the Subject Property back to the Seller (hereinafter referred to as the “Reverse Transfer Documents”) and deliver them to the Handling Scrivener for custody, in the meantime the Buyer shall also remit the Third Installment to the Escrow Account, then both parties shall instruct the Handling Scrivener to submit the application for transfer registration of the Subject Property to the Buyer (i.e., the registered nominee) as set forth in Schedule 1 and process the title transfer procedures. On the next business day following the date on which the Seller completes the transfer of ownership and title transfer registration procedures of the Subject Property to the Buyer in accordance with Article 3 of this Agreement (hereinafter referred to as the “Completion of Transfer Date”), the Escrow Bank shall remit all funds in the Escrow Account to the bank account designated by the Seller under Subparagraph 5 of this Paragraph.
惟若買受人須以買賣標的向金融機構（下稱「貸款銀行」）辦理貸款以支付第三期款：
Provided, however, that if the Buyer needs to obtain a loan from a financial institution (hereinafter referred to as the “Lending Bank”) using the Subject Property as collateral to pay the Third Installment:
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EXHIBIT 10.3
No later than the date of the issuance of the land value increment tax bill for the Subject Property shall the Buyer submit to the Seller a loan approval notice issued by the Lending Bank and a Buyer’s disbursement consent letter in the form set out in Schedule 4, cooperate with the Handling Scrivener to complete the loan disbursement procedures at the Lending Bank, execute Reverse Transfer Documents and issue two promissory notes in amounts equal to the Third Installment and the Final Payment, respectively (hereinafter referred to as the “Promissory Notes”) and deliver them to the Handling Scrivener for custody. Only after the foregoing steps are completed (i) shall the Seller have the obligation to pay the land value increment tax bill, and (ii) may the Handling Scrivener proceed to submit the documents and process the title transfer of the Subject Property to the Buyer (i.e., the registered nominee) as set forth in Schedule 1.
If it is confirmed that the total approved loan amount from the Buyer’s Lending Bank is less than the Third Installment, the Buyer shall remit the shortfall into the Escrow Account prior to completing its tax payment. The Seller shall have no obligation to pay the taxes until such shortfall (if any) has been remitted into the Escrow Account, and the Handling Scrivener shall not process the submission of application for registration of the title transfer of the Subject Property. On the next business day following the Completion of Transfer Date, the Escrow Bank shall remit all funds in the Escrow Account to the bank account designated by the Seller under Subparagraph 5 of this Paragraph.
On the next business day following the Completion of Transfer Date, the Buyer (or the Lending Bank) shall remit the Third Installment to the bank account designated by the Seller under Subparagraph 5 of this Paragraph.
Final Installment: An amount equal to 10 percent of the Total Purchase Price (i.e., NT$181,290,319)
待買賣雙方依本契約第四條完成點交之次一營業日，買受人應將尾款（並依本契約第六條完成找補）匯入本條項第(五)款出賣人指定之銀行帳戶。
On the next business day following the completion of handover by both parties in accordance with Article 4 of this Agreement, the Buyer shall remit the Final Installment (and complete any price adjustments in accordance with Article 6 of the Agreement) to
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EXHIBIT 10.3
the bank account designated by the Seller under Subparagraph 5 of this Paragraph.
銀行：[***]
分行別：[***]
帳號：[***]
帳戶名稱：[***]
Bank account designated by the Seller:
Bank: [***]
Branch: [***]
Account number: [***]
Account name: [***]
If the Seller does not receive either the Third Installment or the Final Payment on time, or if a breach of this Agreement by the Buyer under Article 10, Paragraph 1 of this Agreement occurs, the Handling Scrivener shall, in accordance with the Seller’s instructions, deliver the Reverse Transfer Documents and Promissory Notes (if applicable) to the Seller, and the Seller may at any time submit the Reverse Transfer Documents to the government authority and exercise its rights under Promissory Notes. On the next business day following the Buyer’s completion of all obligations under this Agreement and the Escrow Bank and the escrow banks under the Other PSAs remitting all amounts in all the escrow accounts to the bank account designated by the Seller, the Handling Scrivener shall return the Reverse Transfer Documents and the Promissory Notes (if applicable) to the Buyer.
Reporting of Soil Pollution Assessment Investigation and Test Data
The Buyer acknowledges that the Seller is an officially announced enterprise under the Soil and Groundwater Pollution Remediation Act. The Seller will, prior to the Buyer’s payment of the Second Installment, obtain the soil pollution assessment investigation and test data and report them to the relevant competent authority, and provide a copy to the Buyer for record. Expenses solely necessary for the foregoing reporting procedures , such as testing fees, soil pollution investigation personnel fees, and environmental engineering technician certification fees, which are incurred before the handover, shall be borne by the Seller.
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EXHIBIT 10.3
Prior to the execution of this Agreement, both parties have conducted soil testing of the Subject Property in accordance with the mutually agreed methods. If the test results for the Subject Property indicate the soil pollution exceeds the soil pollution control standards under the Soil and Groundwater Pollution Remediation Act, the Seller shall, at its own expense, complete the remediation work before paying the relevant taxes required for registration of the title transfer of Subject Property under Article 1, Paragraph 3, Subparagraph 3 of this Agreement. If the Seller is able to provide a test report indicating that the soil pollution of the Subject Property does not exceed the aforementioned pollution control standards, the Seller shall be deemed to have completed the remediation work. If the Seller fails to complete such remediation within the period specified in Article 3, Paragraph 5, and such failure is material, either party may rescind this Agreement by written notice to the other party, and the Buyer shall have no further claims or demands against the Seller, including, without limitation, any request for additional testing, alteration of the mutually agreed testing methods, or other remediation measures, and the Seller shall have no obligation to reduce the Total Purchase Price or to pay damages or provide any other remedies.
For the avoidance of doubt, in the event that the Buyer intends to carry out any soil pollution testing or investigation independently beyond what is stipulated in this Agreement, the Buyer shall obtain the prior written consent of the Seller, and shall be solely responsible for all costs incurred therefrom.
Title Transfer
Both parties agree that the office of the Handling Scrivener shall serve as the location for document delivery. From the time of delivery until full performance of the Agreement, neither party shall, without the consent of both parties, retrieve the documents from the trustee, terminate the engagement, or apply to any relevant authority for withdrawal. However, this shall not apply if one party exercises its legal rights due to a breach by the other party.
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EXHIBIT 10.3
The Buyer agrees that the registered nominee as set forth in Schedule 1 shall be the transferee of the Subject Property for title transfer registration. After the Buyer has executed the documents, any request to change the registered nominee shall require the Seller’s prior written consent. Any taxes, fees, or losses arising from such delay shall be fully borne by the Buyer.
During the process of title transfer registration, if the Buyer and the Seller are required to supplement documents or affix their seals, both parties shall unconditionally cooperate on the date notified by the Handling Scrivener and shall not delay on any pretext or request any compensation. If any party is unable to appear in person, it shall appoint a proxy to act on its behalf; otherwise, the party shall be responsible for any resulting delay.
From the date of title transfer to the handover, except as provided in Article 4 of this Agreement regarding handover, the Buyer shall not carry out any development or utilization of the Subject Property, nor claim any rights of use over the Subject Property.
Both parties agree that the title transfer and handover process shall be completed no later than three (3) months from the date of execution of this Agreement. The aforementioned period may be extended for an additional period of one (1) month upon mutual written agreement of both parties.
Notwithstanding any other provision in this Agreement to the contrary, if, due to requirements imposed under the Soil and Groundwater Pollution Remediation Act or orders or demands made by the relevant competent authority(ies), the title transfer of the Subject Property and/or any subject property under the Other PSAs (defined hereinafter) to the Buyer cannot be completed within the period stipulated in the preceding Paragraph, then the Seller shall be entitled to, without liability, delay performance, regardless of whether such delay or impossibility of transfer is attributable to the Seller. In such event, the Seller shall bear no damages or any other liability to the Buyer.
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EXHIBIT 10.3
Handover
Within two (2) business days after the Buyer has paid the First Installment, Second Installment, and Third Installment in accordance with Article 1 of this Agreement, and the Seller has completed the transfer of ownership and title transfer registration of the Subject Property to the Buyer, the Seller shall, together with the Buyer or a third party designated by the Buyer, carry out the following matters in accordance with Schedule 2 “Handover List” regarding the Subject Property:
The Subject Property shall be delivered to the Buyer or a third party designated by the Buyer in as-is condition on the date of handover (hereinafter referred to as the “Handover Date”), including but not limited that, the Buyer fully acknowledges and accepts the current condition of the Subject Property regarding development restrictions due to the river area boundary, the Buyer further agrees that the Seller is not required to remove any trees on the land; and
Both parties shall jointly execute a handover record confirming completion of the handover.
The land area of the Subject Property shall be based on the condition as recorded in the land registration transcripts at the time of execution of this Agreement. If there is any discrepancy with the entries in the land registration transcripts, neither party shall request any adjustment or compensation of any amounts.
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EXHIBIT 10.3
The Buyer has conducted appropriate and sufficient soil testing and verification of the Subject Property prior to executing this Agreement. In the event of any soil contamination of the Subject Property, the Seller shall only be obligated to, at its own expense, complete the remediation work in accordance with Article 2, Paragraph 2 of this Agreement prior to payment of any relevant taxes required for registration of the title transfer of the Subject Property under Article 1, Paragraph 3, Subparagraph 3 of this Agreement. Subject to the foregoing, the Buyer agrees to purchase the Subject Property on an as-is basis and undertakes not to make any claims or demands against the Seller after the handover for any related issues of the Subject Property (if any, including without limitation pollution or the presence of construction waste, or whether the competent authority orders additional testing or remediation with respect to the Subject Property, or whether any subject property under the Other PSAs (defined hereinafter) has any contamination, including but not limited to soil or groundwater contamination), whether such issues exist before or after the handover and regardless of whether they are attributable to the Seller. The Seller shall have no obligation to reduce the Total Purchase Price or to pay damages or provide any other remedies; if the competent authority orders additional testing or remediation with respect to the Subject Property, the Buyer shall be solely responsible and bear all relevant expenses.
Representations and Warranties
The Seller hereby represents and warrants to the Buyer, as of the execution date of this Agreement and as of the Completion of Transfer Date of the Subject Property (the following shall apply at the respective times specified; where no time is specified, they shall apply concurrently), as follows:
The Seller is a company duly incorporated and registered under the laws of the Republic of China (Taiwan). On or before the Completion of Transfer Date of the Subject Property, the Seller has full capacity and authority to execute this Agreement and to perform its obligations hereunder. The Seller’s board of directors has duly approved the transaction contemplated herein, and the Seller has obtained all authorizations, licenses, permits, registrations, approvals, and relevant qualifications required in the Republic of China (Taiwan) for the performance of its obligations, and is not subject to any event of insolvency, bankruptcy, reorganization, dissolution, or liquidation;
The execution of this Agreement by the Seller constitutes the Seller’s legal, valid, and binding obligations, enforceable against the Seller in accordance with its terms;
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EXHIBIT 10.3
The execution and performance of this Agreement by the Seller do not and will not violate any applicable laws or regulations, the Seller’s articles of incorporation, any contract binding upon the Seller, or any valid directive, judgment, decree, arbitral award, or order issued by a competent governmental authority or court that is applicable to the Seller;
To the Seller’s knowledge, the Seller has no ongoing or pending legal or investigative proceedings before any court, governmental authority, arbitral tribunal, or other competent adjudicatory body that would have a material adverse effect on the Seller’s execution or performance of this Agreement;
The Seller is the sole and lawful owner of the ownership interests in the Subject Property as set forth in Schedule 1 and has the right and authority to transfer ownership of the Subject Property to the Buyer. The Subject Property is not subject to any third party’s right of first refusal, nor is it occupied by any third party. The Subject Property is free and clear of any mortgages, other security interests, or similar encumbrances of any kind.
The Buyer hereby represents and warrants to the Seller, as of the execution date of this Agreement and as of the Completion of Transfer Date of the Subject Property (the following shall apply respectively to the circumstances set out below), as follows:
The Buyer is a company duly incorporated and registered under the laws of the Republic of China (Taiwan). The Buyer has full capacity and authority to execute this Agreement and to perform its obligations hereunder. The Buyer’s board of directors (and/or shareholders’ meeting, if required under applicable laws) has duly approved the transaction contemplated herein in accordance with applicable laws, its articles of incorporation, and its internal rules (including, without limitation, its
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EXHIBIT 10.3
procedures governing the acquisition or disposal of assets). The Buyer has obtained all authorizations, licenses, permits, registrations, approvals, and relevant qualifications required in the Republic of China (Taiwan) for the performance of its obligations, and is not subject to any event of insolvency, bankruptcy, reorganization, dissolution, or liquidation;
The execution of this Agreement by the Buyer constitutes the Buyer’s legal, valid, and binding obligations, enforceable against the Buyer in accordance with its terms;
The execution and performance of this Agreement by the Buyer do not and will not violate any applicable laws or regulations, the Buyer’s articles of incorporation or other internal rules, any contract binding upon the Buyer, or any valid directive, judgment, decree, arbitral award, or order issued by a competent governmental authority or court that is applicable to the Buyer; and
To the knowledge of the Buyer, the Buyer has no ongoing or pending legal or investigative proceedings before any court, governmental authority, arbitral tribunal, or other competent adjudicatory body that would have a material adverse effect on the Buyer’s execution or performance of this Agreement.
The Buyer hereby represents and irrevocably undertakes that it fully understands and acknowledges that the Subject Property is transferred on an as-is basis on the Handover Date. Except as otherwise expressly provided in this Agreement, the Buyer hereby waives any and all legal rights and claims against the Seller and its responsible persons, directors, and managers arising from any existing, potential, or subsequently discovered pollutants, construction waste, industrial waste, or any other wastes, or any other defects of any kind (whether apparent or latent, and whether or not constituting material defects) relating to
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EXHIBIT 10.3
the Subject Property. The Buyer further agrees that it shall not assert or pursue any civil, criminal, or administrative liabilities against the Seller or its responsible persons, directors, or managers, nor shall it lodge any civil, criminal, or administrative complaints, reports, accusations, or denunciations in connection therewith. If the Buyer, the Seller, or any of their respective responsible persons, directors, or managers suffers any damage or is subject to any claim, including but not limited to administrative fines, orders to remedy or clean up, or claims for damages brought by any third party unrelated to both parties, arising out of any known or unknown defects described above (if any) or the nature or condition of the Subject Property itself, regardless of whether such matters are attributable to the Seller, the Buyer shall be solely responsible for handling and resolving all such matters at its own cost and expense.
Allocation of Taxes and Expenses
Except as otherwise provided in this Article, all taxes related to the Subject Property that are assessed by the tax authority in the name of the Seller prior to (but not including) the Completion of Transfer Date of the Subject Property shall be borne by the Seller. All taxes related to the Subject Property that are assessed by the tax authority on or after (and including) the Completion of Transfer Date of the Subject Property shall be borne by the Buyer.
The land value tax for the current year pertaining to the Subject Property shall be borne by the Seller prior to (but not including) the Completion of Transfer Date of the Subject Property, and shall be borne by the Buyer from and including the Completion of Transfer Date of the Subject Property. The respective amounts shall be calculated by apportionment based on the land value tax amount paid for the Subject Property in the previous year, using the ratio of the actual elapsed days to three hundred and sixty five (365) days. Price adjustment shall be completed on the Handover Date. If any subsequent discrepancy or difference arises, neither party shall make any further mutual price adjustment for such discrepancy or difference.
The land value increment tax for the transfer of the Subject Property (declared based on the announced current value for the year of declaration) shall be borne by the Seller; registration fees, stamp tax, and the construction benefit tax (if any) that have not been announced before the execution date of this Agreement or have been announced but have
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EXHIBIT 10.3
not yet been levied, shall be borne by the Buyer; the fees of the Handling Scrivener shall be shared equally by the Seller and the Buyer.
The agency fee for entrusting an agent to handle the filing of the real price registration shall be borne by the Buyer.
The fee for establishing the Escrow Account as the performance guarantee shall be equally borne by the Seller and the Buyer, and the same shall apply upon rescission of this Agreement.
Restriction on Transfer or Assignment of Rights and Obligations
非經出賣人事前書面同意，買受人依本契約所取得之權利或義務，不得轉讓予第三人或提供予第三人作為擔保。
The rights or obligations obtained by the Buyer under this Agreement may not be transferred or assigned to any third party or provided to any third party as security, without the prior written consent of the Seller.
Confidentiality Obligation
除下列情形外，基於本交易之目的，由一方向其傳達或自他方所取得關於本交易（包含本交易所有相關內容和本契約之存在）之文件、資料、檔案、物件、計劃、營業秘密及其他有形及無形之資訊，皆應嚴守秘密：
Except for any of the following circumstances, all documents, data, files, objects, plans, trade secrets, and other tangible and intangible information related to this transaction (including all relevant contents of this transaction and the existence of this Agreement) that are communicated by one party to the other or obtained from the other party for the purpose of this transaction, shall be kept strictly confidential:
Information publicly disclosed by the other party.
Disclosure required by laws and regulations or otherwise stipulated in this Agreement.
Upon request by the competent government authority or judicial authority.
Disclosure to the parties' internal personnel, external consultants, or appointees (including but not limited to accountants or lawyers) as required for the signing or performance of this Agreement, or execution of this transaction.
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EXHIBIT 10.3
Prior written consent of the other party.
如本契約之約定嗣後有終止、解除、撤銷或因任何原因而不存在時，前述保密義務仍應繼續存在，至所涉保密資訊非因違反本契約之原因而為公眾所知為止。
Should the provisions of this Agreement subsequently be terminated, rescinded, revoked, or cease to exist for any reason, the aforementioned confidentiality obligation shall continue to exist, until the confidential information concerned becomes known to the public for reasons other than a breach of this Agreement.
Breach
If either party breaches this Agreement and the breaching party fails to remedy the breach within the cure period of five (5) days or more as specified in the other party’s written notice demanding cure, the non-breaching party may unilaterally rescind this Agreement, and the breaching party shall be liable for damages in accordance with the provisions of this Article.
If the Buyer breaches this Agreement and the Seller rescinds this Agreement pursuant to the preceding Paragraph, the Seller may forfeit the purchase price already paid by the Buyer (including payments made to the Escrow Account) as punitive damages. If the Seller rescinds this Agreement pursuant to the preceding Paragraph but the Subject Property has already been transferred to the Buyer, the Buyer shall also unconditionally return the registration of the Subject Property to the name of the Seller.
買受人同意，除前述權利外，買受人不得再對出賣人為任何其他請求或主張。如買賣標的於本契約解除時已移轉於買受人者，於出賣人返還買受人已給付之價款（及給付前開懲罰性違約金或價差損害，如適用）後十日內買受人應將買賣標的返還登記予出賣人。
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EXHIBIT 10.3
If the Seller breaches this Agreement and the Buyer rescinds this Agreement pursuant to Paragraph 1 of this Article, the Seller shall return the purchase price already paid by the Buyer (including payments made to the Escrow Account) to the Buyer without interest. In addition, the Buyer may, within three days from the date of rescission of this Agreement, notify the Seller in writing of its election to: (i) claim from the Seller an amount equivalent to the purchase price already paid by the Buyer (including payments made to the Escrow Account) as punitive damages; or (ii) if the Seller resells the Subject Property to a third party, thereby breaching this Agreement and causing the Buyer to rescind this Agreement, claim price-difference damages from the Seller. The term “price-difference damages” means the difference between (a) the consideration for the Seller’s resale of the Subject Property to such third party, and (b) the Total Purchase Price under this Agreement; provided that if such difference is a negative number, it shall be deemed zero. For the avoidance of doubt, the Buyer may elect only one of items (i) or (ii) above.
The Buyer agrees that, other than the foregoing rights, the Buyer shall have no further claims or demands against the Seller. If the Subject Property has already been transferred to the Buyer at the time of rescission of this Agreement, the Buyer shall, within ten (10) days after the Seller has returned the purchase price already paid by the Buyer (and paid the punitive damages or the price-difference damages, as applicable), return the registration of the Subject Property to the name of the Seller.
The breaching party shall bear all related expenses paid by the other party due to the breach, including but not limited to registration fees, Handling Scrivener fees, lawyer fees, and litigation costs.
Notice
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EXHIBIT 10.3
Mr. Lai Wen-Hsiang, Century Iron & Steel Industrial Co., Ltd., and Century Wind Power Co., Ltd. (collectively, the “Other Buyers”) each entered into a Real Estate Sale and Purchase Agreement with the Seller with respect to Land Code: No. 52, 55, 60, 63, 64, 67, 75, 76, 80, Fifth Subsection, Gong Ye Qu Section, Guan Yin District, Taoyuan City on _15th January__, 2026 (collectively, the “Other PSAs”). Notwithstanding any other provision in this Agreement to the contrary, if the title transfer or handover of any subject property under any of the Other PSAs to the relevant Other Buyers cannot be completed within the period specified therein, or if the Seller does not receive any Third Installment or any Final Payment under any of the Other PSAs on time and therefore reverses the title transfer of the relevant subject property back to the Seller (such defaulting Other PSA, the “Defaulting Other PSA”, and such subject property, the “Defaulting Other Property”), then, upon written notice from the Seller, the Buyer shall, within the period specified by the Seller, personally or through a designated third party continue to perform the obligations and complete the title transfer and handover of the Defaulting Other Property in accordance with the terms of the Defaulting Other PSA. (The Buyer and the non-defaulting Other Buyers shall coordinate among themselves to determine the registered nominee for the Defaulting Other Property; if they fail to reach an agreement and designate a party to continue performance within the period specified by the Seller, the Seller shall have sole discretion to decide; for the avoidance of doubt, if the registered nominee designated under this Paragraph further defaults, the Seller shall be entitled to repeat the above procedures until the title transfer and handover of all Defaulting Other Properties have been completed.) Any breach of this Paragraph shall constitute a breach of this Agreement by the Buyer. In addition to the Seller’s right to exercise all rights available under this Agreement (including but not limited to submitting the Reverse Transfer Documents to the government authority and exercising its rights under Promissory Notes (if applicable) under Article 1, Paragraph 6 of this Agreement, and the punitive damages under Article 9, Paragraph 2 of this Agreement), the Seller shall also be entitled to claim from the Buyer an additional punitive damages of NT$12 million.
Any notice, demand, or other communication made under this Agreement shall be made in writing and delivered to the relevant party at the following address (or at an address changed by written notice to the other party five (5) business days in advance):
出賣人：台灣科慕股份有限公司
地 址：▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
電子郵件：[***]
受文者：[***]
Seller: The Chemours (Taiwan) Company Limited
Address: 7F., No. 167, Dunhua N. Rd., Songshan Dist., Taipei City, Taiwan (R.O.C.)
Email: [***] Addressee: [***]
16
EXHIBIT 10.3
買受人：世紀樺欣風能股份有限公司
地 址：▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
傳 真： [***]
電子郵件：[***]
受文者：[***]
Buyer: Century Huaxin Wind Energy Co., Ltd.
Address: No. 1119, Sec. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ (R.O.C.)
Fax: [***]
Email: [***]
Addressee: [***]
當事人變更地址或受文者時，應即通知他方當事人，如未依約通知者，不得以其變更對抗他方當事人。
If a party changes its address or addressee, it shall immediately notify the other party. If notice is not given pursuant to this provision, the change shall not be effective against the other party.
Any notice, demand, or other communication given by one party to the other party pursuant to the above provisions shall be deemed to be served at the following times: (1) if by ordinary mail, on the third (3rd) business day following the date of mailing to the relevant address; (2) if by registered mail, on the date the other party signs for receipt; (3) if by personal delivery, on the date of delivery to the other party; (4) if sent by email, on the date of sending.
Miscellaneous
Supplements, changes, or modifications to this Agreement shall be made in writing by the Buyer and the Seller.
This Agreement and the rights and obligations of the respective parties shall be construed and governed by the laws of the Republic of China (Taiwan).
17
EXHIBIT 10.3
Both the Buyer and the Seller agree that the Handling Scrivener or any third party entrusted by the Handling Scrivener to handle matters may collect, process by computer, electronically transmit, and use the identity information and the commissioned subject property data provided by both parties, to the extent necessary for its statutory business scope or as otherwise permitted by law or regulations.
Except as otherwise provided in this Agreement, all disputes arising out of this Agreement shall be submitted to the Taipei District Court of Taiwan as the court of first instance, unless otherwise stipulated by law regarding exclusive jurisdiction.
Any Schedule of this Agreement shall constitute an integral part of this Agreement and shall have the same effect as this Agreement. However, in case of any conflict between the contents of the Schedule and this Agreement, the provisions of this Agreement shall prevail.
In the event of any discrepancy in meaning between the Chinese and English versions of this Agreement, the Chinese version shall prevail.
The Buyer and the Seller have each independently consulted their legal counsel and fully understand this Agreement. This Agreement and its related documents have been fairly negotiated and voluntarily signed by both parties, with no circumstances of fraud, coercion or manifest unfairness.
Number of Counterparts of the Agreement
本契約正本壹式貳份，由買受人與出賣人方各執乙份為憑。
This Agreement is executed in two original counterparts. The Buyer and the Seller shall each hold one copy for reference and record.
18
EXHIBIT 10.3
出賣人：台灣科慕股份有限公司
Seller: The Chemours (Taiwan) Company Limited
代表人：▇▇▇▇ ▇▇▇▇▇▇▇(▇▇)
Representative: ▇▇▇▇ ▇▇▇▇▇▇▇
統一編號：24548079
Unified Business No.: 24548079
地 址：▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Address: 7F., No. 167, Dunhua N. Rd., Songshan Dist., Taipei City, Taiwan (R.O.C.)
買受人：世紀樺欣風能股份有限公司
Buyer：Century Huaxin Wind Energy Co., Ltd.
代表人：▇▇▇
Representative：▇▇▇ ▇▇▇-▇▇▇▇▇▇
統一編號：83575425
Unified Business No.：83575425
地 址：▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Address：No. 1119, Sec. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ (R.O.C.)
不動產經紀業：英屬維爾京群島商高力國際股份有限公司台灣分公司
Real Estate Brokerage Firm: Colliers International Consultants Limited Taiwan Branch
代表人：▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
19
EXHIBIT 10.3
Representative: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
統一編號：23984185
Unified Business No.: 23984185
地 址：▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Address: 7F., No. ▇▇, ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ (R.O.C.)
不動產經紀人：▇▇▇ (112)北市經證字第917號
Real Estate Broker: ▇▇▇▇-▇▇▇ ▇▇▇▇ (112) Bei ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ License. No. 917
日 期：2025年01月15日
Date: 15th January, 2026
20