Exhibit 10.1
PEOPLE'S REPUBLIC OF CHINA
LAND LICENSE
PEOPLE'S REPUBLIC OF CHINA
LAND RESOURCE BUREAU /LAND LICENSE SEAL/
1
User Changzhou Broadway Business Development Co., Ltd
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Location East to Huangshan Road, South to Zhunan Road,
Xinbei District, Changzhou City, G20-11-1-3
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Purpose Residence
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Area 75596.97m2
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Commencement 2000/9/4
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Termination Date 2070/9/4
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/seal/ Changzhou Land Resource Bureau
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2
Conditions:
1. Institutions or individuals use of the state owned land shall be according
to the Chinese Law.
2. From (Land Management Law P.R. China) item 11:
- Ownership and use of land is only be permitted when it has been
registered and approved and the license obtained
3. From (Real Estate Management Law P.R. China) item 59:
- If the purpose of the land lease has changed according to Chinese
Law, a new license must be obtained
4. From (Land Management Law P.R. China) item 12:
- The registered right and ownership of the land is protected by
Chinese Law
5. From (Land Management Law P.R. China) item 17
- According to the rules of Land Management Law P.R. China and the Real
Estate Management Law P.R. China, once registration is approved,
a license will be given
/Changzhou Government Seal/
3
STATE-OWNED REAL ESTATE TRANSFERRING AGREEMENT
(LAND PURCHASE AND SALES CONTRACT)
Article 1
THIS AGREEMENT is made between:
ASSIGNER/GRANTOR/TRANSFER; Jiangsu Province Changzhou City Land Resource Bureau
of People's Republic of China (Hereinafter is referred to as "Party A")
ASSIGNEE/GRANTEE/TRANSFEREE; Changzhou Broadway Group Co, Ltd. (Hereinafter is
referred to as "Party B")
In the spirit of equality, voluntary gratuity and honesty, both of the Party A
and Party B, subject to and in accordance with "Land Supervision Laws of
People's Republic of China", "Urban Real Estate Supervision Laws of People's
Republic of China" and other laws, administrative regulations and local
regulations, have agreed to enter into this agreement and undertake to fulfill
the obligations stipulated as follows.
Article 2
Party A transfer the Real Estate to Party B in accordance with legal
authorization, and the Real Estate transferred belongs to People's Republic of
China. The State has the constitution-authorized rights of Jurisdiction and
administration and other rights and interests stipulated by People's Republic of
China Laws or the rights indispensable to the social interests over the Real
Estate it owns. The subterranean resources, vault and city planning
infrastructures are excluded from the real estate transferring range.
Article 3
The address of land for transferring from Party A to Party B is located at the
Gaoxin Area in the Changzhou New District, the Land Number is G2011-1 -3, the
Measure of the property is 75,596,97 M2. The demarcation lines are marked in
the graph paper attached which is confirmed and signed by both parties.
Article 4
The fixed number of year of the Real Estate under this agreement is 70 years,
which will count upon the date of signature of this agreement.
Article 5
The Real Estate transferred under this agreement was previously used to build up
"Imperial Garden" Residential Area 3rd Project as the general plan authorized.
If Party B wants to modify the usage and terms of the Land Use Conditions
stipulated in this agreement, it shall conduct relative approval procedures
according to law and raise applications to Party A. If Party A accepts its
application, both parties shall modify their original agreement or sign up new
transferring agreement and reset up Land Use Registration.
Article 6
The Exhibit "Land Use Condition" is also an integrated part of this agreement
and shall be equally valid. Party B agrees to use the land as stipulated in the
"Land Use Conditions".
Article 7
Party B agrees to pay Party A Land Use Sales Amount, Burgage Fee (RMB0.5/m2 fee
paid every 11th year from this agreement) and the Land VAT on transfer and other
relevant expenses of the State as stipulated in the Contract. Party B shall pay
Party A at a standard of RMB 0.50 per M2 of Burgage Fee per year as of the 11th
year after the withdraw date of Land Use Certificate.
Article 8
The Transferring Amount of this land is RMB 258.00 per M2 and RMB 19,504,018,26
in total, of which RMB 1,058,357.58 is rental expense of the land.
Article 9
Party B shall pay to Party A 30% of the total amount in cash or check within 6
days after the date of signature of this contract, totally RMB 5,851,205.48 as
the advance deposit of the contract. The deposit can be set off as transferring
amount. Party B shall fully pay to Party A the transferring amount by
installation within 60 days after the date of signature of this contract. If the
day of payment exceeds 60 days, Party A reserves the right to terminate the
agreement and to claim damages from Party B.
Article 10
Party B will draw the "Burgage License of People's Republic of China" at the
full payment of the entire amount to Party A within 30 days as stipulated in
this agreement.
Article 11
Party B agrees to pay to Party A in RMB. The conversion of RMB and other
currencies will be amount to as the middle rate on the quotation of People's
Bank of China one day before the signature date.
Article 12
Upon expiration of the agreement Party A has the right to take back burgage for
free with all the buildings and attached buildings on the land. The land user
shall conduct log-out registration of the burgage according to relevant
regulations and return the land use certificate. In case that the expiration of
the agreement Party B requires to prolong using of the land under this
agreement, it should put in a new application 180 days in. advance to Party A.
After authorization and approval, the new transfer life and the transfer amount
shall be negotiated. The parties shall sign up a new transferring contract and
apply for new Land Use Registration.
Article 13
During the contract, Party A shall not take back the burgage for the reason of
adjusting city planning, under some circumstances, for the need of social and
public benefits, Party A shall take back the burgage in advance according to
legal procedures and make compensations in accordance with the used life and the
actual situation of the land developed.
Article 14
Party B shall use the land as stipulated in the "Land Use Conditions". If the
investment (transferring amount excluded) reaches 25% of the general (total)
investment (or the completion area covers 30% of the total area), Party B shall
have the right to transfer or rent part of all the land rested under this
contract. The burgage of this land can be mortgaged but the credits from the
mortgage shall be used in the development of the land. The mortgager and pledge
person shall be protected by laws.
Article 15
In the Land Use life, the government has the right to supervise the development,
transfer, rent, mortgage and termination of the Land according to law.
Article 16
Party B shall pay the burgage amount as stipulated in this agreement. If Party B
fails to pay on schedule, it should pay Party A penalty of 3% of sales amount,
Article 17
Party B shall use the land as stipulated in the contract. If Party B fails to
delivery the contract, it should pay Party A penalty of 5% of sales amount, If
the delay of construction exceeds 2 years. Party A reserves the right to take
back the Land for free.
Article 18
If Party A fails to grant the Land on time thereby leading to Party B's postpone
holding of the Land, Party A shall pay Party B a penalty of 5%o of sales amount,
Article 19
The formation, validity, interpretation, execution and settlement of disputes in
respect of this agreement, shall be governed by the relevant laws of the
People's Republic of China.
Article 20
Any disputes arising from the execution of, or in connection with, the agreement
shall be settled through friendly consultations between both parties. In ease no
settlement can be reached through consultations, the disputes shall be submitted
to Changzhou City Arbitration Commission for Commercial Contract. The judgment
of Arbitration is final and has binding for both parties.
Article 21
The agreement shall come into force commencing from the date of approval of
government authority and be effective from the date of signature of the legal
representatives of both parties.
Article 22
This agreement shall have four originals and each party will have two. Both
copies shall be equally valid, This agreement with its exhibit "Land Use
Conditions" has 6 pages in total. The Chinese version shall prevail.
Article 23
Both parties sign this agreement on Aug 4, 2000 in Changzhou City Jiangsu
Province of People's Republic of China.
Article 24
The contract can be amended after both parties agree upon the amendment. The
amendment shall be regarded as the annex of this agreement and shall be equally
valid.
August 4, 2000
/s/ Seal
Party A: Jiangsu Province Changzhou City Land Resource Bureau of People's
Republic of China
/s/ Xxxxxxx Xxxxx
Party B: Changzhou Broadway Group Co., Ltd.
LAND USE CONDITIONS
1. The terminus of the Land
1.1 30 days after the duly signature of State-owned Real Estate Transferring
Agreement, both parties shall check the terminus of the Land as marked in the
Attachment "Graph Paper of the Transferred Real Estate" within 15 days after the
date of signature of this agreement. If the terminus is destroyed or removed,
notification in written shall be presented to party A for the rechecking and
resume of the terminus.
2. Land Use Requirements
2.1 Party B shall be up to the requirements as follows in the case that Party B
puts up new building in the Land transferred.
(1) The Intention of the Main Parts of the Building: Residential Buildings,
Commercial Buildings
(2) The Intention of the Attached Parts of the Building: Other Sets Buildings
(3) The Building Dimension Rate: 1.5
(4) The Building Consistency: 35%
(5) The Building Boundary Height: 24M
(6) The Virescence Rate;30%
(7) Other Land Use Planning Parameters are in accordance with the approved
planning files.
2.2 Party B agrees to build up public infrastructure and provide utilities for
fee;
2.3 Party B agrees that the government could build up projects in the land
without any conditions or compensations;
2.4 The building on the transferred land shall be set up as the regulations
above and designing draft approved. Party B shall deliver a set of designing
draft of the project 30 days before the starting date of the project for Party A
on file.
3. Urban Construction Supervision Requirements
3.1 All the aspects concerning the designing and construction, beauty of city,
health, environment protection, fire and emergency, traffic control, Party B
shall conduct as the regulations of the State and Changzhou City.
3.2 Party B agrees to Government's activities of lay all kinds of pipes
including the pipes' entrance access and pass through of the Land for the demand
of infrastructure.
3.3 Party B shall guarantee the successful access of the emergency facilities
and vehicles of the government authority, public security, fire and emergency
and medicals.
3.4 All the activities in the transferred land shall not damage or destroy the
surrounding environment or facilities according to law. If individuals or the
State suffers loss, Party B shall answer for the compensation.
4. Construction Requirements
4.1 Party B shall complete no less than 30% of the total construction area
before Dec 31, 2001 unless a deferral is approved by Party A.
4.2 Party B shall complete the entire project before Dec 31, 2003. If postpone
completion occurs, a delay application shall be presented 2 months before the
completion date to Party A, and the postpone day shall not exceed 1 year. If the
postpone day exceeds 1 year, unless the approval of Party A, Party A has the
right to take back burgage for free with all the buildings and attached
buildings on the land.
5. Infrastructure Requirements
5.1 Party B shall apply for all the operating lines, alternating current
interfaces and abstraction works for utilities, telecommunication, flashing,
pollution control and other facilities and is responsible for the relevant
charges.
5.2 Party B shall be responsible for the modification and relaying of the open
channel, canal, cable, and other lines in the construction of buildings.
5.3 In the use of the land, Party B shall protect the entire infrastructure in
the land and is responsible for the relevant compensations.
ADHERING MOTION OF STATE OWNED REAL ESTATE TRANSFERRING AGREEMENT
Party A: Changzbou City People's Government New District Administration and
Supervision Commission
Party B: Changzhou Broadway Group Co., Ltd.
Party A and Party B have agreed to enter into the adhering motion pursuant to
contract No. CNPL (2000)/48 signed on Aug 4, 2000 between both parties for the
following unexpired issues.
1. Party B will pay RMB 19,504,018.26 directly to the subsidiary company of
Party A Changzhou New District Planning Bureau. (Payable at Industrial and
Commercial Bank Changzhou New District Branch; Bank Account;
2160249344503-01000).
1) Party B pay RMB9,000,000 within 6 days after the effectiveness of this
adhering motion.
2) Party B pay RMB3,000,000 before Dec 31,2000.
3) Party B pay RMB3,000,000 before June 30,2001.
4) Party B pay out the rest of RMB 4,504,018.26 before Dec 31,2001.
2. Party A has acquired the ownership of the half done project of former
Changzhou Mechanical Products Trading City on the Land No. G2011-1-3, which has
transferred to Party B. Party A agrees transfer to Party B at a price of RMB
2,000,000. Party B agrees to acquire the half done project as ratio and pay to
Party A the transferring fee 10 days after the receipt of construction draft of
the project from Party A.
3. The City Planning Road out of the G2011-1-3 Land is carried out and charged
by Party A,
4. Besides the above-mentioned half done project. Party A shall be responsible
for the clearance of the other attached buildings including temporary sheds and
plants before construction.
5. Party A agrees to delivery the State-owned Land Use Certificate after receipt
of the transferring fee from Party B by installation.
6. The Construction Fee of G2011-1-3 Land will be charged as RMB100 per M2 to
Party A.
7. This adhering motion shall be regarded as the annex of the State-owned Real
Estate Transferring Agreement No. CNPL (2000)/48 and shall be equally valid. If
the terms of payment are not accordance with the relevant paragraph in the
contract, the words in this motion will prevail.
8. The adhering motion shall have four originals and each party will have two.
Both copies shall be equally valid and shall be effective from the date of
signature of the legal representatives of both parties.
Party A: Changzhou City People's Government New District Administration and
Supervision Commission
Legal Representative; (Sign) Date: Aug 7,2000
Party B: Changzhou Broadway Group Co., Ltd. Legal
Representative: (Sign) Date: Aug 7, 2000
