Transfer of State-owned Land Use Rights of Jinjiang City Contract No. 532 JINJIANG BUREAU OF LAND AND RESOURCES
[English
translation for reference only]
Transfer
of State-owned Land Use Rights of Jinjiang City
Contract
No. 532
JINJIANG
BUREAU OF LAND AND RESOURCES
Transfer
of State-owned Land Use Rights
(Applicable
to the Industrial Project Land without Financially Labeling Price)
Contract
No.: Jin Land Contract [2007] Qingxiezi No.532
CHAPTER
I General Provisions
Article 1 The
two contracting parties under the Contract hereto:
Transferor:
Bureau of Land and Resources of Jinjiang, Fujian Province, P.R.C.
Transferee:
Guanwei (Fujian)
Electron Technological Industry Co Ltd.
In
accordance with the Land
Administration Law of the People's Republic of China, Order of the President of the
People's Republic of China, Contract Law of the People's Republic of
China and other laws, administrative regulations, local laws and
regulations etc., and adhering to the principle of equality, voluntariness,
making compensation and good faith, the two parties agree to sign this
Contract.
Article 2 The
Transferor transfers the land use rights in accordance with the authorization by
the law. And the use right of the land shall be owned by the People’s Republic
of China, who has the jurisdiction and executive power authorized by
constitution and law, and other rights administered by the State in accordance
with the laws of the People’s Republic of China, as well as the rights and
benefits necessary for interests of the general public. Underground resources,
treasure trove, as well as public utility do not involve in the transferring
scope of land use rights.
CHAPTER
II Delivery of Land Use Rights and Payment of Transfer
Fees
Article 3 The
land transferred to the Transferee by the Transferor is located at the Houlin Community, Luoshan
Street, the Land No. is ___/__. The land covers
an area of (in words) SEVENTY THOUSAND SEVEN
HUNDRED AND EIGHTY square meters (in numbers: 70,780 square meters),
with the transferred land of (in words) / square
meters (in numbers: 70,780 square
meters), and the confiscated road covers an area of (in words) / square
meters, (in numbers: /
square meters) which will be paid by the way of allocation. The coordinate of
land corners and boundary marks could be found in the attached Boundary Map of Transferred
Land.
Article 4 The
transferred land under this Contract is for the purpose of industry.
Article 5 The
Transferor agrees to deliver the land use rights to the Transferee before July 30th, 2007, and the
Transferee agrees to make sure that the delivered land can reach the conditions
specified in the following Section (III) of this
Article:
(I) Ensure
the flatness of the land and / supplies (of
water, power, gas, Internet cable, cable TV, etc.) for the surrounding
infrastructure, namely supply
/ .
(II) The
surrounding infrastructures shall be supplied with
/ item(s), namely / ,
but the field is not removed and flattened, while the state of the building and
other ground accessories are as below: /
(III) Current
land conditions.
Article 6 The
transfer term of the land under the Contract is 50 years, from the date of June 29th, 2007.
Article 7 The
land use right transfer fees under the Contract is RMB (in words) ONE HUNDRED AND NINETY THREE
POINT THREE FIVE Yuan (in numbers: 193.35 Yuan) per
square meter, so the total fee is RMB (in words) THIRTEEN MILLION SIX HUNDRED EIGHTY FIVE
THOUSAND THREE HUNDRED AND THIRTEEN Yuan–(in numbers: 13,685,313 Yuan),
excluding the land management fee, tax for use of farmland, infrastructure
facility expenditures and land transferring deed tax.
Article
8 Within /
days after the Contract signed by both Parties, the Transferee shall pay RMB (in
words) /
Xxxx, (in numbers /
Xxxx) to the Transferor as the deposit of contract performance, which shall be
retained as the land use right transfer fee.
Article 9 The
Transferee agrees to pay the above mentioned land
use right transfer fee to the Transferor in accordance with Section (I) under
this Article.
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(I)
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Within
60 days from June 29th 2007, the land
use right transfer fees above shall be paid all at
once.
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(II)
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The
land use right transfer fees above shall be paid to the Transferor with
the following dates and amounts in /
installment s.
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The first
installment: RMB (in words) / Xxxx,
(in
numbers / Xxxx).
Time of payment: before / .
The
second installment: RMB (in words) / Xxxx,
(in
numbers / Xxxx).
Time of payment: before / .
The /
installment: RMB (in words) / Xxxx,
(in
numbers / Xxxx).
Time of payment: before / .
When the
Transferee pays the transfer fees in installments, he shall pay the Transferor
corresponding interest according to bank lending rates over the same period from
the second installment on.
CHAPTER
III Development, Building and Utilization of Land
Article 10 Within
30 days after
this Contract is signed, both parties shall verify all markers for boundary
points on site in accordance with those indicated in the Annex “Boundary Map of
Transferred Land”. The Transferee shall properly protect land boundary marker,
and shall not alter them without authorization; once the boundary marker is
destroyed or displaced, the Transferee shall immediately submit a written report
to the Transferor, applying for check measurement of the boundary and restoring
boundary markers.
Article 11 If
the Transferee constructs new buildings within the premises under this Contract,
following requirements shall be met:
Property
of main building: Plant
and supporting
facilities ;
Property
of attached buildings:
/ ;
Building’s
floor area ratio:
≤2.5 ;
Building
density:
≤40%
;
Building’s
height limit:
/ ;
Green
ratio:
≥30% ;
Other
land use requirements: Execute in accordance with
requirements by planning authorities.
In
addition to performing the above specifications, the Transferee agrees that the
floor area ratio for the premises shall not be less than 1.0, and the building
coefficient shall not be less than 30%.
Article
12 The Transferee agrees that the area of
land used for business office and living facilities within the premises shall
not exceed 7%
of area of the premises, that is, not exceed 4,955 square meters
(if the area for office and living facilities cannot be calculated separately,
the apportioned area, which is calculated based on the ratio of the area for
office and living facilities to the total building area, shall be used instead).
The Transferee shall not build non-production facilities such as residential
suite house, expert condominium, hotel, guesthouse, training center, etc. within
the scope of the premises.
Article
13 If the Transferee needs to
change the land use parameters specified in Article 11 and Article 12 of the
Contract, approval shall be obtained from planning authorities and the
Transferor prior to the change, and shall pay the land use transfer fee
according to the amount recalculated by the Transferor.
Article
14 During the transfer, the
Transferee shall use the land in accordance with the land use purpose and land
use conditions specified in the Contract; if the Transferee request to change
the land use conditions like land use purpose, etc. as specified in the
Contract, the parties agree the following Section (1) shall be
observed:
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(1)
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The
Transferor shall reclaim the land use right and enter into a new transfer
in accordance with the law.
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(2)
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Prior
approval by the planning authorities and the Transferor shall be obtained
and the approving procedures for the change in land use purpose and land
use conditions shall be followed in accordance with related laws; the
Transferee shall pay the land use right transfer fee based on the
difference in land market prices of the premises under the old and new
land use conditions at the approval of the change; a change agreement to
the land use right transfer contract or a new land use right transfer
contract shall be signed; land change registration shall be
performed.
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Article
15 The Transferee agrees that
the fixed asset investment of the project on the premises under this Contract
shall not be less than the approved or filed USD 15,000,000; unit land
area investment intensity shall not be less than RMB 24,900,000; the
project fixed asset investment includes the buildings, structures, equipment
investment and land price.
The
Transferee shall apply to the Transferor for performance check with valid
capital investment certification within 60 days after the project
completes.
Article
16 The Transferee agrees to
build the following buildings within the scope the premises under this Contract
and these buildings will be transferred to the government free of charge after
they are completed:
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(1)
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None
;
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(2)
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None
;
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(3)
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None
;
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Article
17 The Transferee agrees that
the construction starts before December 31, 2008 and shall complete for
production before December 31, 2010 (with the exception of cases of force
majeure).
In case
that the construction cannot be started on schedule, the Transferee shall make
application of construction postponement to the Transferor 30 days in advance;
the project completion date and the completion acceptance inspection application
date can be accordingly postponed based on the agreed construction postponement
date, but the postponement shall not exceed one year at the most.
Article
18 During the construction
carried out within the premises by the Transferee, the interfacing and
connection of water, gas, sewage and other facilities with the main pipeline and
power station outside the premises shall be performed in accordance with related
regulations.
The
Transferee agrees that any pipe and pipeline necessary for public facilities can
have access, pass and put through the transferred premises.
Article
19 Within 30 days after
paying the full land use right transfer fee under this Contract, the Transferee shall apply
to the Transferor for land registration with this Contract and the land use
right transfer fee payment receipt as required to obtain the State-owned Land
Use Right certificate and the land use right for the transferred
premises.
Within 30
days after accepting the land registration application, the Transferor shall
follow the procedures of transferred land use right registration for the
Transferee and issue the State-owned Land Use Right certificate.
Article 20 The
Transferee must use the land in a lawful and reasonable manner, and all the
activities on the transferred premises shall not impair or destroy the
surrounding environment or facilities; for any loss suffered by the country or
any other person, the Transferee shall be liable for compensation.
Article 21 Government
reserves the right to adjust urban planning of the premises under this Contract;
if the original land use plan is changed, the existing buildings on the premises
shall not be affected; however, in case that the buildings and attachments are
under alteration, renovation, or reconstruction within the use limit or the
application for renewal is under way when the use limit expires, the effective
plan at the time shall be implemented.
Article 22 The
Transferor shall not withdraw the land use right legally obtained by the
Transferee before the use limit specified in the Contract expires; in
exceptional circumstances, when, according to the social public interests, the
land use right shall be withdrawn prior to the expiration, the Transferor shall
submit for approval in accordance with legal procedures, and shall provide the
Transferee with appropriate compensation according to the value of the buildings
and other attachments on the premises and the price of land use right for the
remaining years at the withdrawal.
CHAPTER
IV Transfer, Lease and Mortgage of Land Use Rights
Article
23 After having paid all fees for transfer of land
use rights, get the Certificate for Use of State-Owned Land and obtained the
transferred land use rights in accordance with the Contract, the Transferee has
the right to transfer, lease or mortgage all or part of the land use rights
under this Contract. However, the first transfer (including sale, exchange and
donation) of unexpired land use rights shall be confirmed by the Transferor to
satisfy the conditions of the following Section (I):
(I)
Conduct development investment in accordance with the Contract, accounting for
over twenty-five per cent of the total investment;
(II)
Conduct development investment in accordance with the Contract, forming
conditions of industrial land or other construction land.
Article
24 For transfer/mortgage of land use rights, both
involved sides shall reach and sign a transfer/mortgage contract; in case of
leasing land use rights for over six months, the Lessor and the Lessee shall
also reach and sign a lease contract.
The
contract for transfer/mortgage/lease of land use rights shall not violate
national laws and regulations as well as this Contract.
Article
25 Once land use rights are transferred, the
rights and obligations specified in the Contract and registration documents are
transferred as well. The use period of the transferred land use rights shall be
the result after deducting the period of the rights having already been used
from the period agreed in the Contract. After all or part of the land use rights
under this Contract are leased, the rights and obligations specified in the
Contract and registration documents shall still be born by the
Transferee.
Article 26 When
land use rights are transferred/mortgaged/leased, ground buildings and other
accessories shall also be transferred/mortgaged/leased; when ground buildings
and other attachments are transferred/mortgaged/leased, land use rights shall
also be transferred/mortgaged/leased.
Article
27 For transfer/lease/mortgage of land use rights,
both involved sides shall, within 30 days after the date of signing
corresponding contract, take this Contract, corresponding
transfer/lease/mortgage contract and the Certificate for Use of State-Owned
Land, and go to the land administrative departments to apply for and conduct
land registration.
CHAPTER
V Expiring of Period
Article
28 When the use period agreed under this Contract
is about to expire and the land user need continue using the land under this
Contract, he shall, one year before the expiring day to the latest, submit the
renewal application to the Transferor; the Transferor shall approve such
application, unless the land under this Contract shall be withdrawn for the
public interest.
When the
Transferor agrees to renew the Contract, the Transferee shall finish land
compensation procedures according to laws, sign a land compensation contract
with the Transferor, and pay land compensation fees.
Article
29 When the use period agreed under this Contract
expires and the Transferee does not apply for renewal, or when Transferee’s
application for renewal is not approved according to Article 28 of this
Contract, the Transferee shall return the Certificate for Use of State-Owned
Land, while the Transferor shall withdraw the land use rights on behalf of the
State, and make the cancellation registration of land use rights as per related
regulations.
Article
30 When the transfer period agreed under this
Contract expires and the Transferee does not apply for renewal, the Transferor
shall withdraw the land use rights, ground buildings and other accessories under
this Contract for free on behalf of the State, while the Transferee shall
maintain, but not damage on purpose, the formal functions of the ground
buildings and other accessories. If the ground buildings and other accessories
lose their formal functions, the Transferor can require the Transferee to move
or remove the ground buildings and other accessories, and restore the flat
ground.
Article
31 When the use period agreed under this Contract
expires and the Transferee’s application for renewal is not approved by the
Transferor according to Article 28 of this Contract, the Transferor shall
withdraw the land use rights for free on behalf of the State, but the Transferor
shall give some compensation to the Transferee according to the remain values of
the ground buildings and other accessories.
CHAPTER
VI Force Majeure
Article
32 Either party shall not be held by liabilities
for partially or totally failed performance of the Contract caused by force
majeure, but shall take all necessary remedial measures when conditions allow,
to reduce the losses caused by force majeure. When force majeure happens after
one Party delays the performance, he shall not be relieved of
responsibility.
Article
33 The Party suffering from force majeure shall
notify the other party of the event within 72 hours via the
written form such as letter, telegram, telex, fax, etc., and submit a report of
reasons for partially or totally failed performance or delayed performance of
the Contract to the other party within 15 days after the day
of the event.
CHAPTER
VII Default Liability
Article
34 The Transferee must pay fees for transfer of
land use rights on time according to this Contract. If the Transferee fails to
pay fees for transfer of land use rights on time, he shall pay the Transferor
1‰ of the
delayed payment as late fees per day from the overdue day. When the payment is
overdue for over six months, the Transferor has the right to terminate the
Contract and withdraw the land, while the Transferee has no right to request the
return of deposit. In addition, the Transferor has the right to request the
Transferee to compensate for other losses resulting from breach of the
Contract.
Article
35 When the Transferee has paid fees for transfer
of land use rights on time, the Transferor shall provide the transferred land on
time according to the Contract. If the Transferee’s possession of the land under
this Contract is delayed for the reason that the Transferor fails to provide the
transferred land on time, the Transferor shall pay the Transferee 0.5‰ of the fees for
transfer of land use rights already paid by the Transferee as a penalty on every
delay day. If the Transferor’s handover of the land is overdue for over six
months, the Transferee has the right to terminate the Contract, while the
Transferor shall return double the deposit and the rest of the already paid fees
for transfer of land use rights. In addition, the Transferee has the right to
request the Transferor to compensate for other losses resulting from breach of
the Contract.
Article
36 The Transferee shall start the development
construction on time in accordance with this Contract. The following condition
will be deemed as land idling, and the Transferor has the right to request the
Transferee for idle land fees: the development is not started over one year
after the due start date, or the area of the actual developed land accounts for
less than one third of that of the specified developed area, or the real
investment amount accounts for less than 25% of the total amount, and there is
no approval for one-year continuous suspension for construction from the County
Government or the administrative department of land and
resources.
The
Transferor and the Transferee agree that, idle land fees of the land under the
Contract shall account for 5% of the total fees for transfer of the land use
rights, namely RMB SIX HUNDRED EIGHTY FOUR THOUSAND TWO HUNDRED SIXTY
FIVE (in number: 684,265 Yuan); when the development is not started over
two years after the due start date, the Transferor can withdraw the land for
free, unless the development is delayed by force majeure, by actions of the
government or government departments, or by the preparation work necessary for
starting the development.
Article
37 It is considered as a breach of the Contract if
the land delivered by the Transferor fails to meet the land conditions agreed in
this Contract. The Transferee has the right to require the Transferor to fulfill
obligations according to the regulated conditions, and to make compensation for
the Transferee’s direct losses caused by delayed performance.
Article
38 The Transferee shall pay the penalty under this
Contract if he fails to invest sufficient funds for construction according to
Article 15 of this Contract. The Transferor has the right to require the
Transferee to continue fulfilling obligations according to the agreed
conditions; the case that the Transferee fails to fulfill obligations shall be
processed as a breach of the Contract.
Article
39 If the Transferee terminates the investment and
construction of this project for his own reason, proposing the Transferor to
terminate this Contract and applying to return the land, after the Transferor
reports to and gets the approval from the People’s Government or authority
office who originally approved the land transfer plan, the Transferor can
respectively return the overall or part of the land use right transfer fee
(excluding interest) except the deposit agreed in Article 8 of this Contract
according to the following agreement and different circumstances, withdraw the
land use rights, but make no compensation for built constructions and structures
within this land; the Transferor can also require the Transferee to clear up the
built constructions and structures to recover the land formation.
(I) If
the date when the Transferee applies to the Transferor is not less than 60 days
before one year of the construction start date agreed in the Contract, the
Transferor shall return to the Transferee the paid land use right transfer fee
after deducting the deposit;
(II) If
the date that the Transferee applies to Transferor exceeds one year but within
not less than 60 days before two years of the construction start date, after
deducting the deposit agreed in Article 8 of this Contract and levying land idle
fee according to the Article 36 of this Contract, Transferor shall return to the
Transferee the remaining paid land use right transfer fee.
Article
40 If the Transferee reduces the scale investment
of the project due to its own reason and causes some vacant construction land
which can be divided and reused for development and construction, the Transferee
shall apply to the Transferor for returning relevant area of construction land
90 days before the completion of this project. After the approval of the
Municipal People’s Government and the County People’s Government, the Transferor
and the Transferee sign the Change Agreement of Land Use Right Transfer
Contract, and the Transferor withdraws the use right of corresponding land parts
and returns the corresponding land transfer fee of the withdrawn land after
deducting the corresponding percentage of deposit.
Article
41 If the Transferee fails to start construction
according to the agreed date in Section 1 under Article 17 of this Contract or
according to the separately agreed delayed construction date in Section 2 under
Article 17, the Transferee shall pay the Transferor penalty equivalent to 0.5‰
of the total land use right transfer fee for each delayed day; if any vacant
land is caused, the Transferee shall also pay the Transferor land idle fee
according to the agreement of Article 36 of this Contract.
Article
42 If Transferee fails to finish the construction
and apply for final acceptance on the agreed date in Article 1 of Article 17 of
this Contract or on the separately agreed delayed construction date in Article
2, Transferee shall pay Transferor penalty which is equivalent to 0.5‰ of the
total land-use right transfer fee for each delayed day.
Article
43 Within 60 days of the project final
acceptance, the Transferee shall provide project final acceptance materials to
the Transferor, and the Transferor shall check the actual investment intensity,
land use intensity and so on of this land according to indexes such as amount of
investment, investment intensity and land use intensity agreed in Article 11,
Article 12 and Article 15.
It is a
breach of Contract if the actual investment intensity and land use intensity of
the Transferee fail to meet the two Parties’ agreement, and the Transferor has
the right to charge penalty, and require the Transferee to continue fulfilling
obligations.
Article
44 If the total project investment
amount, fixed
assets investment amount and investment intensity of unit land use area fail to
meet the agreed standard in Article 15 of this Contract, according to the
proportion accounted between the actual balance parts and the agreed investment
amount and investment intensity indexes, the Transferor shall require the
Transferee to pay penalty equivalent to the same proportion of land use right
transfer fee.
Article
45 If any index of project
floor area ratio, and building density is not up to the agreed standard in
Article 11 of this Contract, according to the proportion accounted between the
actual balance parts and the agreed standard, the Transferor shall require the
Transferee to pay penalty equivalent to the same proportion of land use right
transfer fee.
Article
46 If any index of industrial construction
project greening ratio and land use proportion of enterprise interior
administrative office work and life service facilities is beyond the agreed
standard in Article 11 and Article 12 of this Contract, the Transferee shall pay
the Transferor penalty equivalent to 5% of the land use right transfer fee and
voluntarily tear down the corresponding greening and construction
facilities.
CHAPTER
VIII Notification and Instruction
Article
47 Notification and communication
required or permitted by this Contract, no matter in what way it is transferred,
is effective since being actually received.
Article
48 If one Party concerned changes
notification, correspondence address or opening bank, and account number, he
shall inform the new address or opening bank, and account number to the other
Party within 15 days after the changes. Losses caused by delayed information of
either Party shall be the responsibility of the Party in default.
Article
49 When signing this Contract,
the Transferor has the obligation to answer the Transferee’s questions regarding
this Contract.
CHAPTER
IX Applicable Law and Dispute Resolution
Article
50 The formation, effect,
explanation, performance and dispute resolution of this Contract are all
applicable to the law of the People’s Republic of China.
Article
51 Dispute caused by fulfillment
of this Contract shall be resolved by two Parties’ negotiation; if the
negotiation fails, the dispute shall be resolved according to the way regulated
in Article (II):
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(I)
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Submit
to
Arbitration Commission for
arbitration;
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(II)
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Xxx
to the People’s Court according to the
law.
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CHAPTER
X Supplementary Articles
Article
52 This Contract is effective according to
the regulations in Section (Ⅰ) under this Article.
(Ⅰ) The
land transfer plan under this Contract has already been approved by Quanzhou City
People’s Government (XXXX XXXXX DI No. [2007] 789) and Jinjiang City
People’s Government (XXX XXXXX DI No. [2007] 894), and this Contract becomes
effective since the date signed.
(Ⅱ) The
land transfer plan under this Contract still needs to be approved by XXX People’s
Government, and this Contract becomes effective since the date approved by XXX People’s
Government.
Article
53 This Contract is in five copies, all
having the same legal force: the Transferor and the Transferee each has two
copies, and the remaining copy is to be filed with Bureau of Finance of Jinjiang
City
Article
54 The total pages of this Contract and the
attachment are
, subject to the size and font of the Chinese writing.
Article
55 The amount and area items shall be
written both in words and numbers at the same time; the amount in words and
numbers shall be uniform; if not, the one in word shall dominate.
Article
56 This Contract is signed on June 30th, 2007 in
Jinjiang City Fujian Province, People’s Republic of China.
Article
57 Guanke Optical Science and
Technology Park Investment Agreement and Supplemental Agreement of Guanke
Optical Science and Technology Park Investment Agreement signed between
Jinjing People’s Government of Fujian Province and the Transferee, as the
attachments of this Contract, both have the same legal force as this
Contract.
Article
58 Matters not covered in this
Contract can be agreed by two Parties as the attachments of this Contract, with
the same legal force as this Contract.
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Transferor
(Seal):
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Transferee
(Seal):
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Land
and Resources Bureau of Jinjiang City (Seal)
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Guanwei
(Fujian) Electron Technological Industry Co Ltd
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Add: Qingyangyingbin
Road, Jinjiang
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Add: Meiling shuanggou
xiaban Industrial Zone, Jinjiang
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Legal
representative (Entrusted agent)
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Legal
representative (Entrusted agent)
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(Signature):
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(Signature):
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Tel:
0000-00000000
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Tel:
0000-00000000
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Fax:
0000-00000000
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Fax:
0000-00000000
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Telegram:
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Telegram:
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Bank
of account:
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Bank
of account:
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Account
No.:
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Account
No.:
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Postal code:
362200
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Postal code:
362200
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Appendix: Boundary Map
of Transferred
Land
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