Land Expropriation Contract
Exhibit
10.1
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Article
I
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Generals
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1.
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The
two parties to this contract:
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Transferor:
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Hougang
Township People's Government, Danyang City, Jiangsu
Province
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Transferee:
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Jiangsu
Lihua Copper Industry Co., Ltd (Lihua
International)
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Pursuant
to the "People's Republic of China Land Management Law" and "People's Republic
of China Contract Law" and to other relevant laws, administrative statutes and
local statutes, and based on the principles of equality, willingness, fair
compensation and integrity and trust, the two parties have entered into this
contract.
2.
The Transferor, with due authorization in accordance with the law, transfers the
land use right; the land under the land use right belongs to People's Republic
of China. Underground resources, buried artifacts and city government
public facilities are not included in the scope of the transfer of the land use
right.
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Article
II
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The
Delivery of the Parcel of Land under the Transfer and the Payment
of the Transfer
Consideration
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3. The
parcel of land transferred by the Transferor to the Transferee is located in
Wuxing Village and Jide Village, Hougang Township; the area of the parcel is
119988 square meters. The borders and the coordinates of the boundary
of the parcel are listed in the Attachment "Map of the Parcel of the Land
Transferred."
4.
The use purpose for the parcel land transferred hereunder is
industrial.
5.
The consideration for the transfer of the land use right to the parcel of land
hereunder is RMB Thirty-Two Million Three Hundred Ninety-Nine Thousand and One
Hundred Yuan (RMB 32,399,100.00), at RMB Two Hundred Seventy Yuan and Two Cents
(RMB 270.02) per square meter. The specifics are based on per capita
land survey price (excluding all fees and expenses and subsidies associated with
the parcel of land).
6.
The Transferor will deliver the land in its current conditions.
7.
The term of the land use right transferred hereunder is 50 years, starting from
October 2010 to October 2060.
8. The
Transferee shall pay in full the consideration for the transfer of the land use
right within 15 days upon execution of this contract.
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Article
III
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The
Development and Use of the Land
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9.
The Transferee shall not change the use purpose of the parcel of land without
authorization.
10.
The Transferee agrees to allow all types of pipes and pipelines laid by the
government for public interests to enter, pass and intersect the parcel of land
under the transfer and guarantee the entry into the parcel of land by government
administration staff, equipment and vehicles in the course of conducting public
business and emergency rescue operations.
11.
After paying in full he consideration for the transfer of the land use right
pursuant to the provisions herein, the Transferee must apply for land
registration with the Transferor in accordance with relevant regulations to
obtain "State Land Use Right Certificate" and secure the land use right
transferred.
12.
The Transferee must use the land in compliance with the law and shall not
conduct any activities on the premises of the parcel of land that will harm or
damage the surrounding atmosphere or facilities; if any of its activities causes
loss to the State or to others, the Transferee shall be liable for
compensation.
13.
The government reserves the urban planning adjustment right to the parcel of
land; if there is any revision of the original land use plan, the existing
buildings on the parcel of land shall not be affected; however, during the term
of the land use right, all rebuilding, remodeling or reconstruction of the
buildings on the premise and the corresponding structures attached or all
renewal application for the expired term thereof must be handled in accordance
with the plan in effect at that time and require the application of land use
right procedures handled in accordance with the regulations in effect at that
time.
14. The
land use right legally secured by the Transferee from the Transferor shall not
be withdrawn prior to the expiration of the term of the transfer specified
herein; if the land use right needs to be withdrawn in advance under special
circumstances, the Transferor shall give the Transferee corresponding
compensation in accordance with the provisions of the law.
15. The
Transferee shall not refuse the occupancy of part of the parcel of land under
the transfer due to urban construction need; the party that occupies the part of
the land shall compensate the Transferee in accordance with the relevant
regulations and the Transferor will not return the consideration of the
transfer.
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Article
IV
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The
Transfer, Lease and Pledge of the Land Use
Right
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16. After
securing the land use right pursuant to the provisions herein, the Transferee
shall have the right to transfer, lease and pledge the said right; however, the
properties used as internal business office space and living service facilities
within the scope of the transferred land shall not be individually transferred,
leased or pledged.
17.
If the land use right is to be transferred or pledged, the parties to such
transfer or pledge must enter into a written transfer or pledge contract; if the
term of any lease of the land use right exceeds six months, the parties to the
lease must also enter into a written lease contract.
No land
use right transfer, pledge or lease contract shall violate the State laws and
statutes and the provisions herein.
18. If
there is a transfer of the land use right, the rights and obligations set forth
herein and in the registration certificates shall be transferred accordingly;
after such transfer, the term of the land use right to the parcel of land shall
be the remainder of the term specified herein minus the time already
used. If land use right to all or part of the parcel of
land hereunder is leased, the Transferee shall have the rights and obligations
set forth herein and in the registration certificates.
19. If
there is a transfer, pledge or lease of the land use right, the buildings on the
premise and the corresponding structures attached shall be transferred, pledged
or leased accordingly; if there is a transfer, pledge or lease of the buildings
on the premise and the corresponding structures attached, the land use right
shall be shall be transferred, pledged or leased accordingly.
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20. If
there is a transfer, pledge or lease of the land use right,, the parties to the
transfer, pledge or lease must, within 30 days upon the execution of the
corresponding contract, proceed to the land administrative authority with this
contract, other corresponding transfer, pledge or lease contract and the "State
Land Use Right Certificate" to apply for land change registration with the
Transferor.
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Article
V
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Expiration
of the Term
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21.
If the Transferee of the land use right needs to continue the use of the
parcel of land hereunder upon expiration of the term specified herein, the
Transferee must submit application to the Transferor one year prior to the
expiration at the latest for renewal; the Transferor must approve the
application unless the parcel of land hereunder must be withdrawn for social and
public interests.
If the
Transferor agrees to the renewal, the Transferee must process procedures for
land use with compensation in accordance with the law, enter into a new contract
for land use with compensation with the Transferor and pay the land use
consideration.
22.
If, upon the expiration of the term of the land use, the Transferee does not
submit application for renewal or, if after submitting such application, does
not receive approval pursuant to the provision 27 herein, the Transferee must
return the "State Land Use Right Certificate," and the Transferor will reclaim
the land use right on behalf of the State and process the land use right void
registration procedures in accordance with the relevant
regulations.
23.
If, upon the expiration of the term of the land use, the Transferee does
not submit application for renewal, the land use right hereunder and the
buildings on the premises of the land will be reclaimed by the Transferor on
behalf of the State without compensation, and the Transferee must ensure that
the buildings on the premise and the corresponding structures attached are in
normal working condition and must not intentionally cause damage to
them. If the buildings on the premise and the corresponding
structures attached are not in normal working condition, the Transferor may
demand the Transferee to remove or demolish the buildings on the ground and the
corresponding structures attached and restore the parcel of land to the leveled
ground.
24.
If, upon the expiration of the term of the land use, the Transferee
submits application for renewal but the Transferor dose not approval pursuant to
provision 27 herein, the Transferor will reclaim the land use right on behalf of
the State without compensation; however, the Transferor must compensate the
Transferee appropriately for the buildings on the premise and the corresponding
structures attached based on their remaining value at the time that the right is
reclaimed.
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Article
VI
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Force
Majeure
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25.
Neither party hereto
shall be liable in the event of the occurrence of Force Majeure that renders it
impossible to perform, or completely perform, this contract; however, both
parties must take all necessary remedial measures allowed by the circumstances
to reduce the loss caused by the occurrence of Force Majeure. If a
Force Majeure event occurs after the affected party postpones the performance of
this contract, the said party should not be absolved of its
responsibilities.
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Article
VII
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Liability
for Breach
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26.
The Transferee must pay for the transfer of the land use right according to the
schedule specified herein. If the Transferee fails to pay for the
transfer of the land use right on time, the Transferee must, starting from the
day when such payment is past due, pay a late payment penalty equal to 0.3% of
the transfer consideration for each day that such payment is past dues; if such
payment is more than 6 months past due, the Transferor has the right to dissolve
this contract.
27.
If the Transferee pays for the transfer of the land use right according to the
schedule specified herein, the Transferor must deliver the parcel of land under
the transfer according to the schedule specified herein. If the
Transferor fails to deliver the parcel of land on time, the Transferor must,
starting from the day when such delivery is past due, pay a breach penalty equal
to 0.3% of the balance of the transfer consideration after pro rata
deduction of the security deposit for each day that such delivery is past dues;
if such delivery is more than 6 months past due, the Transferee has the right to
dissolve this contract and receive the refund of the transfer consideration for
the land use right that has already been paid.
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Article
VIII
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Others
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28.
The Transferee has carefully read and completely understood this contract
and promises to abide by and strictly carry out this contract.
29.
The plan for the transfer of the parcel of land hereunder has been
approved by Danyang City People's Government and this contract will become
effective on the day when it is signed by both parties.
30.
This contract has one original with two copies, both of which have the
same legal effect.
31.
This contract is executed on November 5, 2010 in the office of Hougang Township
People's Government, Danyang City, Jiangsu Province..
32.
Other matters not covered herein may be specified by both parties in an
attachment hereto, which has the same legal effect as this
contract.
Transferor
(seal):
/s/
Hougang Township People's Government, Danyang City, Jiangsu
Province
Legal
Representative (Authorized Agent):
/s/
(Signature present but not legible)
Transferee
(seal):
/s/
Jiangsu Lihua Copper Industry Co., Ltd (Lihua International)
Legal
Representative (Authorized Agent):
/s/
(Signature present but not legible)
[Note:
attached to this contract is a "Map of the Parcel of the Land
Transferred.”]
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