VILLAGE COLLECTIVE FARMLAND TRANSFER AGREEMENT
Exhibit
10.1
|
Transferor:
|
Shanxi
Jinbei Plant Technology Development Co. Ltd. (hereinafter “Party
A”)
|
|
Address:
|
Jima
Village, Zhuangzi, Yuci District, Jinzhong
City
|
|
Transferee:
|
Xxxxxx
Xx Biotechnology (Beijing) Co. Ltd. (hereinafter “Party
B”)
|
|
Address:
|
Xxxxx
0, Xxxxx X, Xxxxxxx Century Center, 0 Xxxxxxx Xx Xxxx, Xxxxxxxx
Xxxxxxxx, Xxxxxxx
|
In
order to solve the rural issues, to improve agriculture development, to promote
agriculture technology and to change the traditional old-fashioned form of
agriculture farming, Party A transfers the collective farmland use
rights to Party B for the purposes of planting crops and
developing agriculture technology. Both parties, pursuant
to the equality, voluntary and consideration principles, enter into this
agreement to covenant and agree with each other as
follows.
|
Transfer Object
|
Pursuant
to the “Collective Farmland Use Rights Certificates” Yu Ji Xxxx Xxxx
[2003] No. 10016, Yu Ji Xxxx Xxxx [2003] No. 09001, Yu Ji Xxxx
Xxxx No. 200109009, Yu Ji Xxxx Xxxx [2003] No. 10023, Yu Ji Xxxx
Xxxx [2002] No. 14001 (hereinafter “Land Certificates”) and the
“Farmland Contractual Management Rights Certificates”No. 10208240001,
No. 10208240002, No. 10208240003 owned by Party A, Party A duly owns the
following collective farmland land use rights or contractual management rights
certificates (hereinafter collectively, the “Land Use
Rights”):
|
Farmland
Use
Certificate
|
Land
|
Location
|
Area (mu)
|
Remaining
Term (year)
|
Purpose of Use
|
|
Collective
Farmland Use Rights Certificate Yu Ji Xxxx Xxxx [2003] Xx.
00000
|
Xxxxxxxxxxx,
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx
|
East
to the border of Shendagou; West to the border of Wangzhuang;
South
to the border of Miaolingbei; and North to the border of
Jijiagou.
|
10,000.00
|
42
|
Agricultural
planting
|
|
Collective
Farmland Use Rights Certificate Yu Ji Xxxx Xxxx [2002] No.
14001
|
Sihuangdi
in Matou Village
|
North
to the border of Matou Village; South to the border of Gaojia Hill and the
border of Shentangping Village; West to the border of Zhangzhuang Village;
and East to the border of Shijiapo Village.
|
17,094.00
|
40
|
Agricultural
planting
|
|
Xxxxxxxx
Xxxxxxx in Zhuangzi Town
|
East
to dry land of Cunxi; South to Dileng; West to Dileng; and North to
Zhuangzi and the border of Nanyue Village
|
193.60
|
14
|
Agricultural
planting
|
|
|
Collective
Farmland Use Rights Certificate Yu Ji Xxxx Xxxx No.
200109009
|
Daduandi,
Jima Village in Zhuangzi Town
|
North
to the Zhuangzi farmland; South to the highway; West to Zhuangzi farmland;
and East to the farmland
|
50.00
|
16
|
Agricultural
planting
|
|
Collective
Farmland Use Rights Certificate Yu Ji Xxxx Xxxx [2003] Xx.
00000
|
Xxxxxxxx
Xxxxxxx in Wangzhuang Village in Changning Town
|
North
to the border of Zhangzhuang; South to the border of Shangzhuang; West to
the border of Zhuangwo; and East to the border of Gaojia
Hill
|
5,000.00
|
43
|
Agricultural
planting
|
|
Farmland
Contractual Management Rights Certificate No. 10208240002
|
Qingcheng
uncultivated land in Changning Town
|
East
to the boundary of Heshun; South to Huochengshangyanggou; West to
Dongyuxian highway; and North to the river boundary of
Beibaogou
|
5,500.00
|
47
|
Agricultural
planting
|
|
Farmland
Contractual Management Rights Certificate No. 10208240001
|
Qingcheng
uncultivated land in Changning Town
|
East
to the boundary of Heshu; South to Huochengxiaodongnao; West to Dongyuxian
highway; and North to Huochengshangyanggou
|
4,500.00
|
47
|
Agricultural
planting
|
|
Farmland
Contractual Management Rights Certificate No. 10208240003
|
Liujingou,
Shixianggou, Pianpiangou, Beibaogou
|
East
to Diaoerzui Hill; South to Beibaogou Xxxxx Xxxx; West to Dongyuxian
highway; and North to Qingcheng state-owned forest
|
10,000.00
|
47
|
Agricultural
planting
|
|
Total
|
52,337.60
|
2. Party A hereby agrees to transfer the Land Use Rights to
Party B.
|
2.
|
Transfer of
Land
|
1. Within thirty (30) days after the execution of
this agreement, Party A shall prepare all land use rights transfer documents in
compliance with the requirements of the land use rights regulatory agency (the
“Agency”), and deliver the materials to the Agency for the transfer of the Land
Use Rights to Party B. The transfer shall be deemed complete when Party A
receives the notice of acceptance (the “Notice”) from the Agency.
2.
Within five (5) days after the execution of this agreement, Party A shall
transfer the land to Party B for possession (the “Land Possession”) and sign a
land transfer checklist with Party B.
3.
Within ninety (90) days after the execution of this agreement, Party A shall
transfer the Land Use Rights to the name of Party B (the “Transfer of
Title”).
|
3.
|
Transfer
Consideration and
Payment
Method
|
1.
Both parties agree that the consideration for the land transfer to be
RMB27,221,000.00.
2.
Upon the execution of this agreement, Party B shall pay a single lump sum
of RMB27,221,000.00 as the land transfer consideration to Party
A.
|
4.
|
Representations and
Warranties
|
Party A represents and warrants as
follows:
1. Party A is a corporation duly incorporated and
lawfully operating under the laws of the People’s Republic of
China.
2. Party A legally owns the Land Use Rights and the ownership
of all fixtures attached to the land. Party A warrants that the land is free
from any defects and clear of restrictions such as any liens or
charges, transfers, leases, encumbrances, claims.
3.
Party A warrants that the transfer will obtain all the necessary
legally required permits and approvals.
4.
Party A warrants to complete all the formalities for the Transfer of
Title.
Party
B represents and warrants as follows:
1.
Party B is a corporation duly incorporated and lawfully operating under the laws
of the People’s Republic of China.
2.
Party B warrants to duly perform the payment obligations under this
agreement.
|
5.
|
Rights and
Obligations of Both
Parties
|
1.
Party A has the right to receive the land transfer consideration under this
agreement. If Party B breaches this agreement, Party A has the right to request
Party B to perform the obligations for the breach.
2.
Party A shall be responsible to complete the land use rights transfer
formalities and ensure all the transfer formalities are legal and
valid.
3.
Party B shall pay the land transfer consideration in accordance with the
terms of this agreement.
4.
Party B may control the land, and legally owns the Land Use Rights to conduct
agricultural development related activities after possession of the
land.
5.
Party B warrants to use the land in accordance with the purposes
stipulated by the laws of the People’s Republic of China.
|
6.
|
Obligations for
Breach of
Agreement
|
1.
Party A shall pay a penalty of RMB20,000 to Party B for each day of delay in
acquiring the Notice, or delay in completing Transfer of Title or delay in
delivering the land to Party B for possession.
2.
Party B shall pay a penalty of RMB20,000 to Party A for each day of delay in
paying the land transfer consideration.
|
7.
|
Dispute
Resolution
|
All
disputes arising from or related to this agreement shall be submitted to the
Jinzhong Arbitration Committee for arbitration in accordance with its current
arbitration rules. The arbitration judgment shall be final and binding on both
parties.
|
8.
|
Execution and
Termination
|
1.
This agreement shall become effective upon the seal or signature by the
authorized representatives of both parties.
2.
Party B shall be entitled to unilaterally terminate this agreement and request
Party A to refund the paid land transfer consideration if the Agency does
not issue the Notice or approve the Transfer of Title. Party A shall pay a
penalty equal to 20% of the actual transfer consideration if it breaches
this agreement.
|
9.
|
Miscellaneous
|
1.
All other issues not addressed in this agreement may be negotiated by both
parties and enter into supplemental agreement accordingly. The supplemental
agreement shall have the same legal binding effect as this
agreement.
2.
This agreement may be executed in seven (7) copies with each party holding two
(2) copies and the remaining be used for administrative purposes.
Party A: Shanxi
Jinbei Plant Technology Development Co. Ltd. (SEAL)
/s/
Authorized Person
Party B: Xxxxxx
Xx Biotechnology (Beijing) Co. Ltd. (SEAL)
/s/
Authorized Person
Dated
this 20th day
of December, 2010
Place of
Contract: Jinzhong City
