Contract for Transfer of State-owned Construction Land Use Right
Exhibit 10.1
Contract for Transfer of
State-owned
Construction
Land Use Right
Under the
supervision of The Ministry of Land and Resources &
State
Administration for Industry & Commerce of the People’s Republic of
China
Contract
No: Laiyang-01-2009-0017
Contract for Transfer of
State-owned
Construction
Land Use Right
Chapter
I General Provisions
Article
1
According
to the” Property Law of the People’s Republic of China” “Contract Law of The
People’s Republic of China” “The Law of Land Administration of the People’s
Republic of China”，the“Law of the
People’s Republic of China on Urban Real Estate Administration” etc., the
relevant administrative regulations and the policies and regulations of land
supply, this contract is established by both parties on the principles of
equality, voluntary participation, compensation at equal value and the good
faith principle.
Article
2
The
ownership of the transferred land use right belongs to the People’s Republic of
China. Transferor is authorized by law to transfer the state-owned construction
land use right and the subsoil resources and treasure trove is excluded from the
state-owned construction land use right transfer.
Article
3
Transferee
shall have the right to lawfully possess, utilize, profit from and dispose of
the state-owned construction land, to build structure and ancillary facilities
during the transfer period.
Chapter
II Delivery of The Transferred Land And Payment of The Transfer
Price
Article
4
The No.
for the transferred land under this contract is L-G-09-11, and total area of the
land is three hundred eighty five thousand eight hundred and eighty (385,880)
square meters, of which the total area of the transferred land is three hundred
eighty five thousand eight hundred and eighty (385,880) square
meters.
The
transferred land under this contract is located at the west of Haihe Road, the
north of Yandang Road and the south of Emei Road.
The
horizontal boundary for the transferred land under this contract is J1, J2, J3,
J4, J5, J6, J7, J8, J9, J10, J11, J12, J13, J14; see attachment one for the
horizontal boundary map of the transferred land.
The
vertical boundary for the transferred land under this contract is 55.77 meters
for upper boundary and 51.41 meters for lower boundary; the height difference is
4.36 meters. See attachment two for the vertical boundary map of the transferred
land.
The
spatial extent of the land transferred is the closed space constructed by the
vertical surfaces formed by the boundary points described above and the
horizontal heights of upper and lower boundaries.
Article 5
The purpose of the land use under this contract is industrial, mining, and
storage.
Article 6
Transferor agrees to deliver the land to transferee before Oct 27th, 2009.
Transferor agrees that the Item 2 land condition shall be met when delivering
the land
Item 1
Site leveling __________________________________________________
Surrounding
infrastructure__________________________________________
Item 2
Current land condition____________________________________________
Article 7
The useful life period for the state-owned construction land under this contract
is 50 years, starting on the transfer date stated under Article 6 of this
contract; if the state-owned construction land is previously assigned (rented)
and transfer of the land use right is submitted retroactively, the starting
transfer date is the date the contract is signed.
Article 8
The transfer price for the State-owned construction land use right under this
contract is RMB One Hundred Fifteen Million Seven Hundred Sixty Four Thousand
(RMB 115,764,000) , or RMB Three Hundred ( RMB300) per square
meter.
Article 9
The deposit for the land under this contract is RMB Twenty Two Million (
RMB22,000,000) and the amount should be used to offset the land transfer
price.
Article
10 Transferee agrees to pay the transfer price of the State-owned construction
land use right to transferor in accordance with Item 1 of this
article:
Item 1: A
one-time payment shall be made to pay off the transfer price of the State-owned
construction land use right within 20 days of the signing date of this
contract.
Item 2:
Pay off the transfer price of the State-owned construction land use right by
installment to transferor as per the following time and amount
The first
phase: RMB (in letters) __________________ RMB (in figures) _______, time of
payment : before ___D __ M__ Y
The
second phase: RMB (in letters) __________________ RMB (in figures)
_______, time of payment : before ___D __ M__ Y
The
_____phase: RMB (in letters) __________________ RMB (in figures)
_______, time of payment : before ___D __ M__ Y
The
____phase: RMB (in letters) __________________ RMB (in figures)
_______, time of payment : before ___D __ M__ Y
Transferee
who pays off transfer price of the state-owned construction land use right by
installment agrees to pay transferor the interest of the first phase payment as
per the loan interest rate announced by the People's Bank on the date of the
first phase payment when paying off the second and later phases of
payments.
Article
11 After the transfer price is fully paid off in accordance with this contract
by the transferee, the transferee shall use this contract and relevant documents
such as purchase price payment vouchers to apply for the registration of the
State-owned construction land use right.
Chapter
III Land Development, Construction and Utilization
Article
12 Transferee agrees to follow the land development and investment intensity
stated in Item 1 of this article under this contract:
Item 1:
Purpose of the land use is for industrial projects construction. Transferee
agrees that the total project investment in fixed assets shall be no less than
RMB Eight Hundred Sixty Eight Million Two Hundred Thousand (RMB 868,200,000)
which had been approved or registered for the record. The investment intensity
shall be no less than RMB Three Thousand (RMB3,000) per square meter. Total
investment in fixed assets under this contract includes buildings, structures
and attached facilities, equipment investment and transfer price payment,
etc.
Item
2：Purpose of
the land use is for non-industrial projects construction. Transferee agrees that
the total project investment in the land under this contract shall be no less
than RMB(in Letters)______________RMB(in figures)____________.
Article
13 New buildings, structures and attached facilities built by the transferee
within the land use right area under this contract shall be in compliance with
the land use planning terms (see attachment 3) identified by the planning and
management department of the city (county) level government, including
:
Nature of
main buildings______________________
Nature of
ancillary buildings_______________________
Total
construction area__________________square meters
Building
capacity is no more than __________no less than 0.8
High
limit of building_____________________
Building
density is no more than____________ no less than 35%
Greening
rate is no higher than 15%
no less than___________
Other
land use requirements_________________________
Article
14 Transferee agrees to follow the land construction support regulations in
accordance with Item 1 of this article under the contract:
Item 1:
The purpose of the land use under this contract is for industrial construction
projects. In compliance with the planning and designing terms determined by
the planning department, the area for corporate administrative
offices and living facilities including in the contract shall not be more than
7% of the total area, or not to exceed 27,011.60 square meters, the
area for structures shall not be more than 22,664.54 square meters. Transferee
agrees not to build non-manufacture facilities including residential
communities, expert building, hotels, guest houses and training centers within
the area of the transferred land.
Item 2:
The purpose of the land use under this contract is for residential construction
projects. In compliance with the planning and designing terms determined by
the planning department, total units of residential
construction projects is no less than _____ unit(s), units with dwelling size
below 90 square meters floor space area is no less than _____unit(s). Housing
construction unit is required to be ___________. Housing construction unit with
dwelling size below 90 square meters floor space area account for no less
than______% of total construction areas under this contract. With transferee’s
approval, government guaranteed housing such as affordable housing and low-cost
housing built under the contract as supporting projects shall be delivered
according to Item 1.
Item 1:
Transferred to the government
Item 2:
Buy-back by the government
Item 3:
Follow the relevant provisions of the construction and sales management of
affordable housing
Item
4:
Item
5:
Article
15 Transferee agrees to build the following support infrastructures and transfer
to the government free of charge after the completion of construction:
None
Item
1:_______________________
Item
2:_______________________
Item
3:_______________________
Article
16 Transferee agrees that the construction on the land under this contract shall
start before Jun 30, 2010 and complete before Jun 29, 2012.
If the
transfer cannot start the construction in accordance with the contract,
application for delayed construction shall be sent in 30 days in advance and the
project construction completion date shall be extended accordingly. However, the
extended construction period should not be more than one year.
Article
17 During construction process on the transferred land according to this
contract, transferee should follow relevant regulations to construct related
water, gas, sewage, other facilities and charge lines outside of transferred
land, interfaces of electric power substations and introduced
projects.
Transferee
agrees that several pipes and pipelines for government utilities can access and
pass through its land area. However, the government or construction entities of
public utilities shall give transferee reasonable compensation if is the use of
transferred land has been affected.
Article
18 Transferee shall utilize the land in compliance with purpose of land use and
floor area ratio of this contract, which is not allowed to unwarranted change.
Both parties agree with item 2 in this article if the purpose of land use is
necessary to be changed during the transferring period:
Item 1:
Transferor shall give compensation for resumption of the construction land use
right.
Item 2:
In accordance with the law, approval procedures for the changes of
land use plan shall be proceeded, the changing agreement in State-owned
Construction Land Use Right Transfer shall be signed or an agreement for
transfer of State-owned Construction Land Use Right shall be renewed. Transferee
shall pay the difference of evaluated market transfer price between the new
purpose of land use for construction in the land change approval and former
purpose of land use for construction, and also apply for land change
registration.
Article
19 The government reserves the right to adjust the planning of the land during
the land use period under this contract. Existing buildings on this land shall
not be affected if the original plan is changed. However, reconstruction,
renovation, re-establishment of the buildings, structures and subsidiary
facilities during the term of service or necessity to renew the contract when
the term of service is ended, shall be implemented by timely and effective
planning.
Article
20 Resumption of Land Use Right of State-owned Construction, which is legally
used by transferee, shall not be taken by transferor before the term of service
under this contract is ended. In exceptional circumstances when early resumption
of State-owned construction land use right is necessary according to social and
public interest, transferor shall apply for approval in accordance with legal
procedure and shall make the compensation to transferee based on value of the
buildings, structures and subsidiary facilities, and estimated market price of
State-owned Construction Land Use Right in the residual life as well as direct
loss recognized by evaluation.
Chapter
IV Transfer, lease and mortgage of State-owned Construction Land Use
Right.
Article
21 Transferee shall pay the whole land-transferring fees of State-owned
Construction Land Use Right according to the agreed term of the contract, and
then has the right to wholly or partly transfer, lease or mortgage State-owned
Construction Land Use Right under this contract after the state-owned land use
certificate has been received. First assignment shall be compliance with item 2
in this Article:
Item 1:
Investment and development in accordance with the agreed term of this contract
and completion of more than 25% of total investment and development
amount.
Item 2:
Make investment and develop in accordance with the agreed term of this contract.
Condition for industrial land or other construction land has been
formed.
Article
22 Transfer, lease and mortgage of State-owned Construction Land Use Right shall
not contrary to national laws, regulations and agreed terms of this
contract.
Article
23 Rights and obligations stipulated in this contract and the registration
documents shall be transferred after land use right of state-owned construction
land has been wholly or partly transferred. Term of service of State-owned
Construction Land Use Right shall be the residual life of the land, i.e. the
term of service stipulated in this contract deducted by years which the land has
been used.
The
rights and obligations stipulated in this contract and registration documents
shall still be born by transferee after the land use right of state-owned
construction under this contract has been wholly or partly
transferred.
Article
24 For any transfer or mortgage of land use right of state-owned construction,
involved parties shall hold this contract, relevant transfer or mortgage
agreement and state-owned land use certificate to apply for registration of land
change from the Land and Resources Departments.
Chapter
V Expiry of Term
Article
25 Transferee who needs to continue to use transferred land under this contract
shall make an application for renewal in no more than one year before the term
of contract is expired. It shall be approved by transferor except when there is
requirement from social and public interests for resumption of the land under
this contract.
The land
use right for housing shall be renewed automatically after its
expiration.
If
transferor agrees for renewal, transferee shall proceed the land compensation
procedures and resign the contract for lease or mortgage, and pay the land
transferring fees, rents and other land compensation fees.
Article
26 The state-owned land use certificate shall be returned by transferee when
transferee is not approved for renewal at the expiry of land use period because
of the social and public interests. He shall also proceed the procedures of
canceling the registration of State-owned Construction Land Use Right according
to relevant provisions. The right to use the state-owned construction shall be
taken back by transferor without paying any compensation. Transferor and
transferee both agree that buildings, structures and subsidiary facilities on
the transferred land shall in compliance with item 1 in this
Article.
Item 1:
Transferor shall be responsible for resumption of buildings, structures and
subsidiary facilities on the transferred land and pay the appropriate
compensation to transferee based on their residual value of buildings,
structures and subsidiary facilities.
Item 2:
Transferor shall be responsible for resumption of buildings, structures and
subsidiary facilities on the transferred land without paying
compensation
Article
27 If transferee does not apply for renewal when contract is expired, the
state-owned land use certificate shall be returned. Also, the registration of
State-owned Construction Land Use Right shall be cancelled accordingly according
to relevant provision and the right to use state-owned construction shall be
taken back by transferor without paying compensation. Transferor shall be
responsible for resumption of buildings, structures and subsidiary facilities on
the transferred land under this contract. Transferee shall keep normal function
of buildings, structures and subsidiary facilities on the transferred land and
shall not cause man-made damage. Transferor shall have the right of the
requirement for transferee to move or remove those buildings, structures and
subsidiary facilities without normal function on the transferred land to
reinstate site leveling.
Chapter
VI Force Majeure
Article
28 Both parties shall be exempted from liability in failing to partially or
wholly fulfilling the contract due to force majeure causes. However, necessary
remedies shall be taken in the appropriate condition to reduce losses resulting
from force majeure. The liability shall not be exempted due to force majeure
during the period of delaying performance of the contract.
Article
29 Any party involving with force majeure shall notify the other party within 7
days in a written form such as a letter or telegram or fax and submit to the
other party a report or proof indicating that the contract can not be performed
wholly or in part, or need an extension to perform within 15 days after the
occurrence of force majeure.
Chapter
VII Liability for breach
Article
30 Transferee shall make payment of transferring fees of state-owned
construction land use right on time in accordance with agreed terms of this
contract. Transferor shall charge transferee 0.1% penalty per day from the
deferred date,
and Transferor has the right to
terminate the contract after 60 days’ deferral in the case that
transferee fails to settle payment upon urgent request and the transferee has no
right to demand the return of the deposit. Transferor may request transferee to
pay for
the loss.
Article
31 if the transferee who terminates the investment and construction of this
project due to its own reason proposes to terminate the contract and requires to
return the land, transferor shall report to the people’s government which
previously approved the land transferring program for approval and return wholly
or partly land transferring fees without interest, deposit agreed in the
contract shall not be refunded and transferor shall withdraw the right of
state-owned construction land use and shall make no compensation for buildings,
structures and subsidiary facilities within the scope of transferred land.
Transferor shall have the right of asking transferee to move or remove those
buildings, structures and subsidiary facilities to reinstate the site leveling.
Transferor shall pay certain compensation to transferee suppose he has the
willing to continue to use those buildings, structures and subsidiary facilities
on the transferred land.
Item 1:
Transferor shall refund land transferring fees of state-owned construction land
use right paid by transferee by deducting deposit if transferee applies no less
than 60 days before one year from starting construction date stipulated on the
contract.
Item 2:
Payment of state-owned construction land use right deducted by deposit and idle
land fee shall be refunded by transferor if transferee applies no less than 60
days before two years, but exceeding one year from starting construction date
stipulated on the contract.
Article
32 Idle land fee shall be imposed according to the law when transferee causes
the land idle between one to two years. Transferor shall have the right to
withdraw the state-owned construction land use right without paying any
compensation after the land is idle and not constructed for two
years.
Article
33 Transferee shall pay the penalty, equivalent to 0.3% of total amount of land
transferring fees of State-owned Construction Land Use Right for one more day’s
extension when transferee is unable to start construction on agreed date of the
contract or on deferred date agreed separately . Transferor has the right to
request transferee to continue performance of the contract.
Transferee
shall pay the penalty, equivalent to 0.3% of total amount of land transferring
fees of State-owned Construction Land Use Right for one more day’s extension
when transferee is unable to complete construction on agreed date of the
contract or on deferred date agreed separately .
Article
34 Transferor shall has the right to request transferee’s penalty, based on
the percentage of actual difference taking the portion of agreed total
investment and investment strength index, equivalent to the same percent of
penalty of land transferring fee of state-owned construction land use right,
when total project investment in fixed assets, investment intensity and the
development of total investment do not meet agreed standards of the contract,
and the amount of penalty shall be calculated by the percentage times
state-owned construction land use right transfer price. Transferor has the right
to request to continue performance.
Article
35 Transferor shall has the right to request transferee’s penalty based on the
percentage of actual difference taking the portion of agreed lowest
standard amount, equivalent to the same percent of penalty of land transferring
fee of state-owned construction land use right, when either Building capacity or
Building density or any other index on the transferred land is lower than the
lowest standard required by this contract. Transferor has the right to request
transferee to continue performance.
Transferor shall has the
right to request transferee’s penalty based on the
percentage of actual difference taking the portion of agreed standard
amount, when either Building capacity or Building density or any other index on
the contract is higher than the highest standard required by this contract,
equivalent to the same percent of penalty of land transferring fee of
state-owned construction land use right.
Article
36 Transferor shall has
the right to
request transferee’s penalty based on 0.3% of
land
transferring fees when either the percentage
and area of green rate, internal
administrative office and living facilities exceeds agreed standard. The
corresponding green and building facilities shall be self-removed.
Article
37 Transferor shall deliver the transferred land on time after land transferring
fees regarding state-owned construction land use right has been paid by
transferee according to this contract. Otherwise, transferor shall pay penalty
for transferee delaying ownership of the transferred land under this contract,
which shall be 0.1% of paid land transferring fees for one more day. The
land-use life period shall be calculated from the actual date of land delivery.
Transferee shall have the right to terminate the contract after 60 days’ deferral delivery in the
case that transferor fails to deliver the land upon urgent request and transferor shall pay
double deposit back and refund the rest part of payment. Transferee shall have
the right to request
transferor to pay for the loss.
Article
38 Transferee shall has the right to request transferor to fulfill its
obligations and pay back direct loss from its deferred performance if the land
is unable to be delivered on schedule, or the delivered land is unable to
achieve agreed land condition or to be changed the land use condition by one
side. Land-use life period shall be calculated from the date of agreed land
condition.
Chapter
VIII Applicable law and dispute resolution
Article
39 Conclusion, validity, interpretation, performance and dispute resolution of
this contract shall be pursuant to laws of the Peoples Republic of
China
Article
40 Contract dispute shall be negotiated by both parties. For failed negotiation,
Item 2 resolution shall be applied:
Item 1:
Submit dispute to ________for arbitration
Item 2:
Bring an accusation to court according to the law.
Chapter
IX Supplementary Provisions
Article
41 This contract is approved by People’s Government of Yantai City and shall
enter into force after signature by both parties.
Article
42 Both parties ensure the genuineness and validity of name, mailing address,
telephone, fax, account bank and agents. For any change of above information, a
written notice shall be delivered to the other party within 15 days from the
changing day.. Otherwise, the changed side shall take the responsibility for
inability to be informed timely
Article
43 The contract has 16 pages totally including appendix. The Chinese version
shall prevail.
Article
44 The price, amount and area shall be written in letters and
figures, both amounts shall be the same. The
letters shall be prevailing if there is different.
Article 45 Matters
not mentioned herein shall be written in the appendix after being agreed by both parties, which have the same legal
effect with the
contract.
Article 46 This
contract has two copies, one each for transferor and transferee. Both copies have
the same legal
effect.
|
Transferor:
|
Land and Resources | Transferee: |
Laiyang Jiangbo
|
| Bureau of Laiyang City | Pharmaceuticals Co., Ltd | ||
| Stamp: | Stamp | ||
| Representative: | Representative: | ||
Oct. 27,
2009
Attachment
1
Land
Map
Attachment
2
Vertical
boundaries for transferred land: J1, J5, J8 and J12
Height of
upper boundaries: 55.77m
Starting
point of height: Yellow Sea of Qingdao
H=55.77m
H=0m
|
|
Height used: Height of Yellow Sea
Scale of the map:
1:500
|
Attachment
3
Planning
terms identified by the planning and management department of the _________city
(county) level government