Land Contracted Circulation Agreement
Exhibit
10.4b
Party A:
Xiamen Sanxiushan Vegetable
Professional Cooperative
Party B:
Xiamen Yijun Modern
Agricultural Development Co., Ltd.
Witness:
Tong’an District Zhuba Overseas
Chinese Farm New Village Administration Zone, Xiamen City
With a
view to enhancing mutual growth of the Parties, and promoting the Cooperative’s
capacity in the supply of lands and products and cooperation projects, this
Agreement is signed by and between the Parties for the purpose of increasing
common interests through cooperation to develop to the full their respective
strengths.
The
Parties reach agreement on the intent and mode of cooperation, stipulated as
follows.
I.
Area, location and grade of land subcontracted
Party A
shall subcontract the Three Hundred mu of
one connected piece of land it contracted (hereinafter the Project land) to
Party B for exported vegetable growth and quality variety fostering bases, the
land being at the Mount Fengli, Zhuba Overseas Chinese Farm, east to Zhuba
Village, west to the highway, south to the wind prevention forest, and north to
the Longan forest. The ownership of the land contracted belongs to the
collective unit, while Party B only has the land use right and may not trade,
lease or idle away the land, or use such for housing construction.
II.
Period of subcontracting
The
period of subcontracting shall be ten (10) year commencing Jan 1st 2009
and ending Dec 31st
2018. In the event the actual date of land handover is later than the date above
specified, the ending date shall be postponed accordingly.
III.
Charges for subcontracting and mode of payment
During
the valid period of subcontracting, the charges for subcontracting shall be
RMB 1000.00 (renminbi
ONE THOUSAND yuan only)/mu/year. The charges shall be payable by year in
a lump sum, namely, a payment of RMB 300,000.00 (renminbi
THREE HUNDRED THOUSAND yuan only) shall be payable on the January 1st each
year. In the event Party B fails to pay such on schedule, it shall bear the bank
interests upon the charges delayed in addition to charges agreed. Where the
subcontracting charges are delayed in excess of three (3) months, the Agreement
is regarded to be terminated, and Party B shall be liable for all losses caused
for production suspension of the Project land.
IV.
Rights and obligations of Party A
1. Party
A shall guarantee its eligibility to sign the Agreement, and its right to
circulate by subcontract the aforementioned land to Party B for agreed use as
plantation bases, or Party A shall have handled all necessary formalities (if
any such).
Also
agreed: In the event the subcontracted land is withdrawn by request of the
collective unit or the local farmers, Party A shall guarantee to, on the
condition of not impairing normal planting planned of Party B, notify Party B
one production season in advance, and allocate another land with equal area in
the same region for continued operation and use by Party B.
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2. During
the subcontract period, Party A shall ensure that, the Project land shall
qualify the tests and reviews relevant state authorities carry out on
Non-polluting Plantation Land, and can be granted relevant certificates and
accreditations, and Party A shall provide evidences for the Project land as
Non-Polluting Agricultural Production Base of Xiamen City for filing of Party
B.
3. During
the subcontract period, where Party B requests for the purpose of planting,
Party A shall conduct upon authorization of Party B the planting management over
the subcontracted land (including but not limited to assign workers for
planting, irrigation, disinfestation, cultivation, seedling growing,
cultivating, manure application, harvesting, packaging and insect dispelling,
however, Party B shall bear related costs and expenses), and Party A shall
ensure xxxxxxx assistance to Party B in solving problems concerning planting
management during the subcontracting. Party A may assist Party B in the
arrangement of planting on the land of origin as well as the purchase of
vegetables from Cooperative’s member households for supply to Party B, while the
Parties shall negotiate additionally on the varieties and
quantities.
4. During
the subcontract period, Party A shall ensure, based on current infrastructure
conditions, good environment and conditions for planting, such inclusive of
ensuring drainage and irrigation facilities, and conveniences of water and power
supply, coordinating in possible disputes, and resolutely attacking on thefts
and destroying actions which may impair the development of Project, so to ensure
the smooth growth on the Project land.
5. During
the subcontract period, where there is any theft or destroying event, Party A
shall actively coordinate with Party B in investigation and punishment, so to
ensure double indemnity for all losses caused.
V.
Rights and obligations of Party B
1. Party
B shall pay the full amounts of subcontract charges as scheduled and
agreed.
2. Party
B is entitled to authorize Party A for aforementioned planting management over
the Project land. And Party B shall bear all production costs on the Project
land.
3. Upon
maturity of the subcontract, where Party B does not intend for extension of the
subcontract, it shall notify Party A half a year in advance, and Party A shall
unconditionally withdraw the land and give such back to farmers’ cultivation
thereupon.
4. Party
B may at its own discretion decide to transfer to its affiliates any of its
rights and obligations under the Agreement, whereas affiliate hereof means any
business enterprise with same shareholders as, or any business enterprise
controlled by, or such controlling, or having same actual controller
as, Party B.
5. The
land Party B subcontracts hereof is the Non-Polluting Agricultural Production
Base accredited by Party A, and shall be compliant with relevant national
requirements on planting and production practice on non-polluting agricultural
production bases, and carry out production management in accordance with
stipulations of Party A on the operation and handling of non-polluting
agricultural products. All agricultural inputs prohibited by state regulations
and all highly toxic inputs are forbidden, and Party B shall remain under the
selective tests and checking of agricultural residual elements to be carried out
by agricultural and other authorities, shall bear liabilities for the results of
checking and tests, and may not fabricate facts on the area, output or
production scale of the base, or falsify vegetables turned out at other
production bases to be a products of local base.
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VI.
Breach of contract
1. During
the subcontract period, either Party when breaching the Agreement shall bear all
and full liabilities for the losses caused to the other Party.
VII.
Governance
Where
there is any dispute arising out of the Agreement, such shall be governed by
Xiamen Arbitration Commission.
VIII.
Miscellaneous
1. The
Agreement comes to effect the day all Parties affix their chops and signatures
of respective representatives and complete the land handover
procedures.
2. The
Agreement is made in quintuplicate, Party A and Party B keeping two copies each,
and the Witness keeping one copy.
3. Post
address of Party A: 00 Xxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxx’an
District, Xiamen City. The bank of deposit: Xiamen Agricultural Cooperative
United Society Wuxian Credit Union. Full name of unit: Xiamen Sanxiushan
Vegetable Professional Cooperative. A/C No:
9020217010010000024041.
Post
address of Party B: 0/X, Xxxx Xxx Xxxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxx Hi-Tech
Park, Xiamen City.
In case
of any change to the address of either Party, the changing Party shall notify
the other in written form, otherwise shall bear all legal consequences hence
caused.
4. In
principle all properties and assets belong to the investor.
5.
Annexed are materials of accreditation on Non-Polluting Origin of Agricultural
Products.
| Party A: (Company Seal) | Party B: (Company Seal) |
| Representative: /s/ Guo Yongyuan | Representative: /s/ Li Hong |
Witness:
Tong’an District Zhuba Overseas Chinese Farm New Village Administration Zone,
Xiamen City
Date: Dec 15th, 2008
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