REAL PROPERTY TRANSFER AGREEMENT
Exhibit
10.14
PARTY
A
(TRANSFEROR): TIANJIN TIANSHI BIOLOGICAL DEVELOPMENT CO., LTD.
PARTY
B
(TRANSFEREE): TIANJIN TIANSHI GROUP CO., LTD.
In
the
principle of fairness and mutual benefits, Party A and Party B reach the
provisions set forth below after negotiation regarding transfer of the buildings
and related land use rights from Party A to Party B:
Article
1. Description of the Real Property.
The
buildings to be transferred hereby are located at Xx. 0 Xxxxxxxx Xxxx, Wuqing
Development Area, Tianjin New-tech Industry Park, China. The overall building
size is approximately 34,377 square meters. The details of the buildings are
shown in Exhibit 1 (collectively, the “Buildings”).
The
land
underlying the Buildings is owned by the State and its lawful land use is
Industrial. The land use rights relating to the land underlying the Buildings
(the “Land Use Rights”) were originally acquired by the way of transfer, and its
overall size is 18,225 square meters. The term of the Land Use Rights expires
on
December 30, 2054 (with respect to the conference center) and on May 31, 2043
(for the Buildings excluding the conference center). Currently the Party A
owns
the property title of all of the Buildings and Land Use Rights. The details
of
the Land Use Rights are shown in Exhibit 1.
Article
2. Prepayment.
| 2.1 |
Party
A has entered into certain contracts with third parties relating
to the
Buildings (“Third Party Contracts”). A list of these contracts is attached
as Exhibit 2. Concurrent with the transfer of the Buildings and
Land Use
Rights to Party B, Party A desires to assign and transfer all of
its
rights and obligations under The Third Party Contracts to Party
B. Party A
and Party B agree to enter into a Contract Assignment Agreement
relating
to each of the Third Party
Contracts.
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| 2.2 |
Party
A has made certain pre-payments under the Third Party Contracts
in the
amount of RMB Twenty Three Million Five Hundred Sixteen Thousand
(RMB
23,516,000) (the “Pre-Payment Amounts”). Party B agrees to pay the
Pre-Payment Amount to Party A in conjunction with the transfer
of the
Buildings and Land Use Rights.
|
Article
3. Sale and Purchase; Consideration.
| 3.1 |
Party
A agrees to sell, and Party B agrees to buy the Buildings and Land
Use
Rights.
|
| 3.2 |
The
purchase price for the Buildings and the Land Use Rights is RMB One
Hundred and Thirteen Million Eleven Thousand Eight Hundred and Fifty
Two
(RMB113, 011, 852) (the “Purchase
Price”).
|
| 3.3 |
Party
A agrees to be responsible for the procedures of changing the property
ownership registration. Party B agrees to pay the deed tax and relevant
fees.
|
| 3.4 |
Party
A agrees to use its best efforts to complete all transfer registrations
relating to the Buildings and Land Use Rights within one
month
of the date of this agreement.
|
Article
4. Payment of the Purchase Price and Pre-Payment Amount.
Party
B
shall pay to Party A: (i) the Purchase Price and (ii) the Pre-Payment Amounts
concurrently with the completion of the transfer registrations relating to
the
Buildings and Land Use Rights (the “Closing”).
Article
5. Post-Closing Right of Occupancy and Use.
Party
B
agrees that after the Closing Party A may lease and continue to occupy and
use
certain of the Buildings, as specified on Exhibit 3, (collectively, the “Leased
Buildings”) without payment of any lease or management fees until the earlier of
(i) the date Party A acquires the use of and occupies alternate facilities,
or
(ii) the date the Land Use Rights for the Leased Buildings expire. The lease
of
the Leased Buildings shall be governed by the Lease Agreement which is attached
as Exhibit 4 which shall be entered into by the parties on the date of the
Closing.
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Article
6. Representations and Warranties.
Party
A
represents and warrants that it has the complete rights over the Buildings
and
Land Use Rights. The Buildings and Land Use Rights transferred herein will
not
breach any contract to a third party, or violate a third party’s rights, or
result in any liability of Party B to a third party. Party A agrees to settle
any dispute or claim hereby if any and indemnifies Party B for any losses due
to
such claims.
The
damage risk relating to the Buildings and Land Use Rights will transfer along
with their delivery. Party A agrees to bear the damage risk prior to the
delivery and Party B agrees to bear the damage risk as of the
delivery.
Article
7. Force Majeure.
| 7.1 |
Performance
exemption. Neither
party is entitled to claim its losses in the case that either party
is
unable to perform this agreement in part or in the whole, or the
performance is unnecessary due to the force
majeure.
|
| 7.2 |
Force
majeure means accidents that are unpredictable and unavoidable, including
but not limited to: earthquake, typhoon, flood, fire, embargo, social
unrest or war, but not including the requesting party’s financial
difficulty or construction removal or requisition by the government.
|
| 7.3 |
The
effected party shall promptly notify the other party within seven
days or
as early as possible through an effective communication way as of
the day
when an accident happens.
|
| 7.4 |
Accidents
that happen after delay of performance can not exempt the liability
of the
breaching party.
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Article
8. Termination.
In
the
case that one party fails to perform the agreement even after the other party’s
written notice, the abiding party has right to terminate the agreement and
is
exempted from any liabilities hereby. The breaching party shall indemnify the
abiding party’s losses, if any.
Party
B
has right to terminate
this agreement in the case that non-performance of the property transfer, in
the
whole or in part, due to any property dispute, debt dispute or the other
disputes relating to the Buildings or Land Use Rights.
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Article
9. Dispute Resolution.
Any
dispute arising from or in connection with the agreement shall be settled
through good faith negotiation between the parties. In the event of no
settlement is concluded, parties are entitled to lodge a complaint with the
court which has jurisdiction over the Buildings.
Article
10. Exhibits.
This
agreement has four exhibits. The exhibits form an undivided part of the
agreement, including:
Exhibit
1. Real Property Transfer List
Exhibit
2. Third Party Contracts
Exhibit
3. Leased Buildings
Exhibit
4. Lease Agreement
Article
11. Effective Date.
This
agreement is effective as of the signing of the statutory/authorized
representatives and sealing of both parties.
Article
12 Amendments.
Any
supplemental agreement shall be made in writing signed by and between both
parties and shall be an undivided part of this agreement and have the same
legal
effect.
Article
13. Counterparts.
This
agreement executes in four copies, two in English and two in Chinese. Chinese
will prevail when where is any variance. Each party holds one in English and
one
in Chinese.
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Party
A:
Tianjin Tianshi Group Co., Ltd
[COMPANY
SEAL AFFIXED]
Authorized
representative: /s/ Xxxxxxx Xx
Address:
No.
6
Yuanquan Road, Wuqing Development Area, Tianjin New-tech Industry
Park
Date:
December 14, 2007
Party
B:
Tianjin Tianshi Biological Development Co. Ltd.
[COMPANY
SEAL AFFIXED]
Authorized
representative: /s/ Xxxxx Xx
Address:
Xx.
0
Xxxxxxxx Xxxx, Wuqing Development Area, Tianjin New-tech Industry
Park
Date:
December 14, 2007
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