Agreement For Transfer of Land Use Right and Housing Titles
Exhibit
10.5
This
Agreement for Transfer of Land
Use Right and Housing Titles (the “Agreement”)
is entered into as of August 26, 2008 by and among the following
parties:
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Party
A: Kaifeng High Pressure Valve Steel Casting Limited Liabilities Company
(开封高压阀门铸钢有限责任公司),
A limited liabilities company
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Address: Xx.
00, Xxxx Xxx Xxxx Xxxx, Xxxxxx District, Kaifeng City, Henan
Province
Legal
Representative: Zhang, Peizhuang
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Party
B: Henan Kaifeng High Pressure Valve Co., Ltd (河南开封高压阀门有限公司),
A limited liabilities company
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Address:
Xx. 00, Xxxx Xxx Xxxx Xxxx, Xxxxxx District, Kaifeng City, Henan
Province
Legal
Representative: Fang, Siping
Party A
and Party B are referred to herein as the "Parties" collectively and as a
"Party"
individually.
Whereas,
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1
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Party
A is a limited liability company established by two natural persons (Zhang
Peizhuang and Fang Bin). It owns the land use right to the land lot
located at Xx. 00, Xxxx Xxx Xxxx Xxxx, Xxxxxx District, Kaifeng City,
Henan Province and the titles to the buildings
thereon.
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2
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Party
B is a subsidiary of China Valves Technology, Inc. in
China.
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3
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Now,
the Parties have agreed that Party A will transfer the aforesaid land use
right and house title to Party B.
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According
to the Law of the People's
Republic of China on Urban Real Estate Administration, Interim Regulations of the People's
Republic of China Concerning the Assignment and Transfer of the Right to the Use
of the State-owned Land in the Urban Areas and other relevant laws and
regulations, and by the principle of equality, mutual consent, mutual benefits
and good faith, the Parties have entered into this Agreement.
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Article
1
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Party
A will transfer to Party B the land use right to the land lot located at
Xx. 00, Xxxx Xxx Xxxx Xxxx, Xxxxxx District, Kaifeng City, Henan and the
titles to the buildings thereon. This land has been granted
from the state for the purpose of industrial use with total area of
256,921.09 m2. For
the number of Land Use Right Certificate, please refer to Appendix I to
this Agreement. For the layout and location of this land,
please refer to Appendix II to this Agreement. The total
construction area of the buildings thereon is 91,029.55 m2. For
a list of the House Title Certificates of the buildings, reference is made
to Appendix I to this Agreement.
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1
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Article
2
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The
duration of the land use right to the land lot indicated in Article 1 will
last until December 1, 2054, as described in the Land Use Right
Certificate to be issued by relevant regulatory authority to Party
B.
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Article
3
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During
the term of the land use right after Party B acquires the aforesaid land
use right and the house titles, Party B’s legal rights and interests will
be protected by the law. Under certain circumstances, when the
State takes back the land use right pursuant to due process for the
purpose of public interests, Party B has the right to obtain reasonable
compensation for its losses in respect of such land use right and house
titles pursuant to relevant
regulations.
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Article
4
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The
total price for the transfer of the abovementioned land use right and
house titles will be determined by both Parties through
consultation.
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Article
5
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Party
B will pay Party A in lump sum the price as set forth in Article
4.
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Article
6
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After
the payment of such price by Party B, Party A should complete the
formalities for registration of the changes in land use right and house
titles within the period requested by Party B. Party B should coordinate
with Party A in such process, and Party A will be responsible for payment
of corresponding fees and taxes.
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Article
7
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During
the effectiveness of the land use right transferred hereunder, Party B
will pay land use fees to the land administrative authority according to
relevant regulations.
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Article
8
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Party
A warrants that when the transfer hereunder occurs, it has exclusive
ownership of the land use right to the aforesaid land and titles to the
buildings thereon, there is no dispute in respect of such titles, there is
no encumbrance or economic burden on such land or buildings (including but
not limited to any mortgage, outstanding land premium, outstanding public
utilities fee, or compensation for requisition and relocation), and no
enforcement action has been taken against such properties by any judicial
or administrative authority. If Party A is in breach of such
warranty, or in case of any untruthfulness, inaccuracy or incompleteness
of any warranty made in this paragraph, Xx. Xxxx Siping, who is a
shareholder of Party A, will, in accordance with the Indemnification
Agreement attached hereto as Appendix II, indemnify Party B for any costs,
expenses (including reasonable legal fees), liabilities or losses so
incurred.
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Article
9
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Any
Party that fails to perform its obligations hereunder after the execution
hereof will be deemed to be in breach of this Agreement. In
case of such breach, the non-breaching party has the right to compel the
breaching party to perform its obligations hereunder, or seek damages or
any other remedy available under applicable
laws.
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2
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Article
10
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This
Agreement and its appendices constitute the entire agreement entered into
between the Parties regarding the subject matter hereunder. The
appendices hereto and this Agreement are indivisible from each other and
will have equal legal effect.
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Article
11
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The
Parties may, after mutual consultation, enter into any separate agreement
in writing regarding any matter not addressed in this
Agreement. Such separate agreement will be an integral part
hereof and will have the same legal effect as this
Agreement.
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Article
12
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This
Agreement may not be amended or revised unless signed in writing by
authorized representatives of both
Parties.
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Article
13
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The
formation, effectiveness, interpretation, execution, performance,
amendment and termination of this Agreement should be governed by
published laws of China.
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Article
14
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This
Agreement will take effect after the legal or authorized representatives
of both Parties have signed and attached their official seals to
it. Any dispute arising from the performance of this Agreement
should be resolved by mutual consultation between both
Parties. In case no settlement can be reached through such
consultation, either Party may bring a legal action at the People’s Court
in the domicile of Party B.
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Article
15
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This
Agreement should be executed in five originals, each of which should have
equal legal effect. Party A and Party B should each hold two
originals, and another original should be filed with the real estate
administrative authority.
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remainder of this page is intentionally left blank]
3
IN
WITNESS THEREOF, both Parties have caused each of their duly authorized
representatives to execute this Agreement on and as of the day and year first
above written.
Party
A
Kaifeng
High Pressure Valve Steel Casting Limited Liabilities Company
[SEAL]
By：______________________（Seal）
Name：
Title：
Party
B
Henan
Kaifeng High Pressure Valve Co., Ltd
[SEAL]
By：______________________（Seal）
Name：
Title：
4
