Exhibit 10.12
English Translation of Original Contract
CONTRACT ON THE TRANSFER OF LAND USE RIGHT TO STATE-OWNED LAND
(FOR PLOT TRANSFER)
MADE BY QIDONG ADMINISTRATION OF LAND AND RESOURCES
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English Translation of Original Contract
CONTRACT ON THE TRANSFER OF LAND USE RIGHT TO STATE-OWNED LAND
Xx Xx Xxxxx Xx (___________) No. __________
ARTICLE 1 PARTIES
Transferor : QIDONG HUAHONG ELECTRONICS CO., LTD. (hereinafter referred to as
"Party A"); and
Transferee: JIANGSU LINYANG SOLARFUN CO., LTD. (hereinafter referred to as
"Party B").
This Contract on the Transfer of Land Use Right to State-owned Land (this
"Contract") is executed by and between Party A and Party B for the transfer of
land use right to state-owned land in accordance with the Law of the People's
Republic of China (the "PRC") on Land Administration, the Law of the PRC on
Administration of Urban Real Estate, the Interim Regulations of the PRC on the
Grant and Transfer of Land Use Right to State-owned Land in Urban Areas and
other relevant PRC laws and regulations and on the principle of equality, mutual
benefit and paid transfer.
ARTICLE 2
The plot of which a portion is the subject land covered under the land use right
to be transferred hereunder is located in Huashi Village, Huilong Town 1.16.28
(plot number: 01-65-L0107-017). The Land Use Certificate with respect to such
plot is Xx Xxx Xxxx (2005) No. 0221. Such plot covers an area of 50,727 square
meters and is intended for industrial use. The portion of such plot covered by
the land use right to be transferred hereunder has an area of 24,671 square
meters (the "Transferred Plot"). The location and the boundaries of the
Transferred Plot are marked in the map attached hereto.
ARTICLE 3
Party A hereby agrees that the ownership of the buildings on the Transferred
Plot and the affixtures thereof shall be transferred to Party B together with
the land use right transfer hereunder pursuant to a real estate transfer
contract to be executed between the parties hereto subsequently and Party A will
go through the procedures necessary for real estate title transfer with the
relevant real estate administrative authorities.
ARTICLE 4
The term during which Party B can use the land use right to the Transferred Plot
hereunder shall be 48 years commencing from _____________ and expiring on
December 23, 2054, and equal to the term of use specified in the relevant Land
Use Right Grant Contract executed by Party A (the "Grant Contract") less the
portion of the term of use that has elapsed.
ARTICLE 5 TRANSFER OF THE LAND USE RIGHT AND TERMS OF PAYMENT
OF THE LAND TRANSFER FEE
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English Translation of Original Contract
5.1 The rate of the land transfer fee for the transfer of the land use right
contemplated hereunder shall be RMB185/square meter and the total amount of
such land transfer fee shall be RMB4,564,154 as rounded (the "Transfer
Price"). The exchange rate between RMB and any foreign currency shall be
determined subject to the median rate between RMB and such foreign currency
as published by the People's Bank of China on the date immediately prior to
the date on which this Contract is executed.
5.2 Within _______days after this Contract is approved, Party B shall pay Party
A as deposit_____% of the Transfer Price, which shall be equal to
RMB________. The remaining payment of the Transfer Price in the amount of
RMB_________ shall be paid off within ________days as from the date on
which this Contract is approved. Where the remaining payment of the
Transfer Price is to be paid by installments, the first installment [insert
amount] shall be paid prior to _______________ and the second installment
[insert amount] shall be paid prior to ___________.
ARTICLE 6
Upon its obtaining of the land use right to the Transferred Plot hereunder,
Party B shall enjoy all the rights set forth in the Grant Contract and all the
exhibits thereto and all the registration documents relating thereto, and shall
agree to assume corresponding obligations.
ARTICLE 7
Where Party B needs to change the intended use and planning requirements of the
Transferred Plot after it has obtained the land use right thereto as
contemplated hereunder, it shall obtain the consent of the party who has granted
Party A the land use right to the Transferred Plot and the approval from the
original approval authority. In such case, a new Land Use Right Grant Contract
shall be executed and the rate of the land grant fee shall be adjusted and
relevant land registration procedures need to be gone through.
ARTICLE 8
Within 30 days as of the date on which this Contract is approved, Party A and
Party B shall apply to the relevant land administrative authorities for the
registration of the transfer of land use right, and for the issuance of the new
State-owned Land Use Certificate after having paid the taxes (fees) required for
land transfer in accordance with relevant regulations.
ARTICLE 9 LIABILITIES FOR BREACH OF CONTRACT
9.1 Should Party A fail to perform this Contract, it shall pay Party B 200% of
the deposit;
9.2 Should Party B fail to perform this Contract, it shall not have any right
to claim a refund of the deposit; or
9.3 In case of any breach of this Contract by either party hereto, such party
shall pay the other party liquidated damages in an amount of 10% of the
Transfer Price and shall be liable for the actual loss arising from such
breach.
ARTICLE 10
Party A and Party B shall perform this Contract in accordance with the terms and
agreements set forth herein. In case of any dispute between Party A and Party B
hereunder, such dispute
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English Translation of Original Contract
shall be resolved through negotiations. Where any dispute cannot be resolved
through negotiations, the parties hereto agree that such dispute shall be
referred to Nantong Arbitration Commission for resolution through arbitration
(In case the parties hereto fail to agree on an arbitral body in this Contract
and fail to reach a separate written agreement on arbitration, any dispute
arising hereunder may be submitted to a court).
ARTICLE 11
This Contract shall come into effect upon being approved by Qidong
Administration of Land and Resources after being signed by the legal
(authorized) representative of and being affixed with the company seal of each
party hereto.
ARTICLE 12 MISCELLANEOUS
12.1 This Contract shall be executed in four counterparts, with each Party A and
Party B to hold two;
12.2 This Contract shall be executed in the Administrative Services Center;
12.3 This Contract shall be executed on April 18, 2006; and
12.4 Any matter not covered hereunder may be set forth in a supplemental
agreement to be executed by and between the parties hereto subsequently.
Such supplemental agreement after being submitted to and approved by Qidong
Administration of Land and Resources shall be attached hereto as an
exhibit. Such supplemental agreement shall have equal legal force and
effect.
Party A (company seal): Party B (company seal):
QIDONG HUAHONG ELECTRONICS CO., LTD. JIANGSU LINYANG SOLARFUN CO., LTD.
(affixed with the company seal)
Legal Representative: Legal Representative:
/s/ Xx Xxxxxxx (signature) /s/ Xx Xxxxxxx (signature)
------------------------------------- ----------------------------------------
Name: Xx Xxxxxxx Name: Xx Xxxxxxx
(Authorized Representative): (Authorized Representative):
/s/ Xxx Xxxxxxx (signature)
------------------------------------- ----------------------------------------
Name: Xxx Xxxxxxx
Legal Address: ______________________ Legal Address: _________________________
Bank of Deposit: ____________________ Bank of Deposit: _______________________
A/C: ________________________________ A/C: ___________________________________
Postal Code: ________________________ Postal Code: ___________________________
Telephone: __________________________ Telephone: _____________________________
Opinions of the competent land and resources administrative authority:
QIDONG ADMINISTRATION OF LAND AND RESOURCES (seal)
Approved.
April 18, 2006
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English Translation of Original Contract
LAND USE RIGHT TRANSFER AGREEMENT
Transferor : QIDONG HUAHONG ELECTRONICS CO., LTD. (hereinafter referred to as
"Party A"); and
Transferee: JIANGSU LINYANG SOLARFUN CO., LTD. (hereinafter referred to as
"Party B").
After friendly negotiations, Party A and Party B hereby reach agreement as
follows with respect to Party A's transfer of its land use right to the subject
plot to Party B:
ARTICLE 1 AREA OF THE TRANSFERRED PLOT
The plot covered under the land use right to be transferred hereunder has an
area of approximately 24,263 square meters (the "Transferred Plot"), subject to
the area specified in the map of the transferred plot. The four boundaries of
the Transferred Plot are as follows:
East boundary: the Transferred Plot extends to the east as far as to the west
boundary of the North-south Central Avenue in Linyang New District of Qidong
Huahong Electronics Co., Ltd.;
West boundary: the Transferred Plot extends to the west as far as to the west
enclosing wall of Linyang New District of Qidong Huahong Electronics Co., Ltd.;
South boundary: the Transferred Plot extends to the south as far as to the north
sideline of the road to the north of Electricity Meter Workshop in Linyang New
District of Qidong Huahong Electronics Co., Ltd.; and
North boundary: the Transferred Plot extends to the north as far as to the north
enclosing wall of Linyang New District of Qidong Huahong Electronics Co., Ltd..
ARTICLE 2
The price for the transfer of the land use right to the Transferred Plot (the
"Transfer Price") shall be subject to the valuation determined by a legal
evaluation organization established under relevant PRC laws. Party B shall pay
fifty percent (50%) of the Transfer Price to Party A within one week after the
execution of this agreement. The remainder of the Transfer Price shall be paid
to Party A in a lump-sum payment upon the issuance of the new Land Use
Certificate.
ARTICLE 3
Party B shall be responsible for going through relevant procedures necessary for
the replacement of the Land Use Certificate at its own expense and Party A shall
diligently cooperate with Party B in connection therewith.
ARTICLE 4 GOVERNING LAW AND DISPUTE RESOLUTION
Any dispute arising from the performance of this agreement shall be resolved
through negotiations between the parties hereto. Where no settlement can be
reached through negotiations, either party hereto may bring an action before a
competent court.
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English Translation of Original Contract
ARTICLE 5
This agreement shall come into effect upon execution.
ARTICLE 6
This agreement shall be executed in six counterparts, with each Party A and
Party B to hold one. The remaining four counterparts will be used for going
through procedures in connection with the land use right transfer contemplated
hereunder.
Party A: Party B:
QIDONG HUAHONG ELECTRONICS CO., LTD. JIANGSU LINYANG SOLARFUN CO., LTD.
(affixed with company seal) (affixed with company seal)
Signed by: /s/ Xx Xxxxxxx Signed by: /s/ Xx Xxxxxxx
-------------------------- -----------------------------
Name: Xx Xxxxxxx Name: Xx Xxxxxxx
Representative Representative
Dated: April 8, 2006
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