INVESTMENT AGREEMENT No: JY-0610-0091 Fuzhou City Jiangyin Industry District Management Committee
EXHIBIT
10.11
No:
XX-0000-0000
Xxxxxx
Xxxx Xxxxxxxx Industry District Management Committee
Article
I
Generals
Section
1.01 Parties
Party
A:
Fuzhou City Jiangyin Industry District Management Committee
Party
B:
Fujiang Zhongde Technology Co., Ltd.
According
to “ Contract Decree of People’s Republic of China” and “ Land Laws of People’s
Republic of China” and other laws and the programming of Fuzhou Jiangyin
Industry District.
Section
1.02 Party B considers the industry district is suitable for the investing
item
through research, based on the Industry Favorable Policy and development trend.
Party A would like to support this investment.
Section
1.03 Party B plan to set up a new plant of Biodiesel Production, total
investment is $20,000,000 Dollar, and the annual revenue would achieve
$71,250,000 dollar, and the tax income will achieve $3,750,000
dollar.
Article
II Land Delivery and Custom Payment
Section
2.01 The No.G12 Land of Jiangyin Industry District is about 112,744
sq.m.
And
according to the red-line and “National Land Use of People’s Republic of China”.
Party B clarify the land status.
Section
2.02 It’s ensured to be Industry Use Land. The Term of Use is 50 years, since
the date of issuing “Land Use Certificate”.
Section
2.03 Party A agree to deliver the land since Party B pay the first
payment.
Party
A
provide the land, Party B afford all the expense of building.
Section
2.04 The Facility is planned to be established in 13 months. The price of
practically part is RMB 126,000 yuan per unit of area. And the total actual
transfer amount is RMB 16,039,800 yuan. The price of public land is RMB 60,000
yuan, the total public land transfer amount is RMB 2,509,200 yuan. The whole
transfer amount is RMB 18,549,000 yuan. The exact payment is in term of actually
acreage.
Section
2.05 Party B plan to complete the payment in 3 periods.
First
Period. Party B pay RMB 9,274,500 yuan (50% of the total expense) to Party
A in
first 10 days since the date of signing the agreement.
Second
Period. Party B pay RMB 556,470 yuan (30% of the total expense) to Party A
in
first 3 months since the date of signing the agreement.
Third
Period. Party B pay RMB 370,980 yuan (20% of the total expense) to Party A
in
first 6 months since the date of signing the agreement.
Section
2.06 Party A Provide the Programming Red-line Map to Party B in 15 days since
the date of receiving the 1st
payment.
Section
2.07 Party B Xxxx the land circumscription and not allowed to move it, Party
B
responsible for it and shall recite the situation if the circumscription is
destroyed.
Section
2.08 Party B apply the Land Register and “Land Use Certificate” after pay whole
transfer fare and 25% investing payment. Party A charge Party B’s affairs by
volunteer.
Article
III Construction and Production
Section
3.01 Party B set up the new buildings in term of programming of government.
Party B authorized Environment Report and ensure the waste management achieve
the Waste standard.
Section
3.02 Party B build the establishment in term of related regulations. Party
B
consent to lay the line and pipeline throughout the land for
public.
Section
3.03 Party B start to construct in 1st
month
since the date of signing the agreement. And put into producing in 12
months.
Section
3.04 Party B use the land in term of regulations. Party B compensate if Party
B
damage the environment.
Section
3.05 Government keep the right to re-adjust the City Programming. The primary
building out of impact, but it need apply if Party B require any changes or
reset .
Section
3.06 Party B provide Party A the construction Schedule in 10 days since the
date
of Party B get the “Construction Certificate”.
Section
3.07 Party B register new company in Jiangyin Industry District. Party B
complete the procedure of issuing the “Fujian Zhongde Chemical Co., Ltd.”, the
register capital is $15,000,000 dollar.
Section
3.08 Party B’s Business in term of related regulations.
Section
3.09 Party A charge Party B’s affairs by volunteer, Party B afford all the
expense.
Section
3.10 Party B take all the industry district favorable policy.
Section
3.11 The operation of Party B under the rules of Jiangyin Industry
District.
Article
IV Transfer, Lease, Mortgage of Land Use
Section
4.01 Party B have the right to transfer, lease and mortgage the land after
pay
all the transfer fare. But Party A have the right the confirm when the
1st
transfer
happen.
Section
4.02 Two parties of transferring and mortgage of Land Use shall sign the
agreement. Both parties of the lease shall sign agreement if the lease term
over
6 months.
Section
4.03 All the attachment and buildings follow the transfer, lease and mortgage
agreement.
Section
4.04 Both Parties of the transfer, lease and mortgage bring the agreement to
register at local land management office.
Article
V
Expiration
Section
5.01 Party A can not take back the land use right before the expiration. Party
A
compensates Party B in term of Special Occasion.
Section
5.02 Party B submits application to Party A one year before the expiration.
Party B re-signs the agreement and pays the land use fare under Party A’s
consent.
Section
5.03 In the Instance of Party B don’t submit the re-sign Application or Party A
veto the application, Party A have the right to take back the land
use.
Section
5.04 Party B keeps the normal function of building and other establishment
if
Party B does not apply the re-sign agreement. Party A has the right to ask
Party
B remove the building and establishment.
Section
5.05 In the instance of Party B do not get the approval of Re-sign application,
Party A compensate Party B based on the remnant buildings and
establishment.
Article
VI Force Majeure
Section
6.01 Any Party is irresponsible for the damage incurred by force majeure. Any
party is responsible for delaying or incurring the damage.
Section
6.02 The Party come along with the force majeure inform other party in 18 hours
by mail, express, fax or any other recite message. And report the delay or
irresponsible reason to other party by recite report.
Article
VII Breach of faith
Section
7.01 Party B keep the right to end the agreement if Party A can not provide
the
red-line map, and Party A have to compensate the interest of the paid transfer
expense.
Section
7.02 Party B pay 2‰ of the expense which is not paid as late fee in the instance
of delaying. Party A keep the right to end the contract, take back land and
red-line map under the situation which the delay term over 1 month. Party A
do
not compensate the damage of Party B, and the subscription will be the breach
fare.
Section
7.03 Party A pay 2‰ of the expense which is paid as compensation to Party B in
the instance of delaying to provide the land. Party B keep the right to end
the
contract under the situation which the delay term over 1 month. Party A shall
compensate double subscription and pay back other transfer fare.
Section
7.04 Party B ensure the construction schedule follow the terms in the
contract.
|
1.
|
Party
B compensate Party B in the instance of delaying the schedule.
Compensation rate is 5% in the first 2 months, RMB20,000 yuan per
unit of
area over 2 months, RMB 30,000yuan per unit of area over 6 months.
And
deal with in term of related laws in the instance of delaying over
1
year.
|
|
2.
|
Party
B could submit postpone application 15 days before, and the max delay
term
is 3 months. Party B is irresponsible with Party A’s approval, Party B
afford the breach responsibility according to Section 7.04.1 after
the
postpone term expiration.
|
|
3.
|
Party
A withdraw the land in the instance of Party B delay 2 years, all
the paid
fare is considered as compensation to Party A. Except the instance
of
force majeure and government
behavior.
|
|
4.
|
Party
A take the 3‰ of total transfer fare per day until Party B implementation
the section 3.07.
|
Section
7.05 Party A shall be responsible for not provide the eligible land, and shall
compensate Party B’s Loss.
Section
7.06 Party B shall be responsible for illegal operation, and this agreement
shall end automatically.
Article
VIII Governing Law
Section
8.01 This agreement shall be construed in accordance with and governed by Laws
of People’s republic of China.
Section
8.02 All the dispute which not solved by both parties hereto shall be litigated
to court.
Article
IX Miscellaneous
Section
9.01 This agreement shall be effective after both parties hereto
subscription.
Section
9.02 Party B’s responsibilities shall transfer to registered company herein
Section 3.05. There are 6 copies, Party A hold 3 copies, Party B hold 2 copies,
Fuqing National Land Bureau keep 1 copy.
Section
9.03 This agreement subscripted at Fuzhou Jiangyin Industry District in Dec.
25th,
2006.
Section
9.04 This agreement maybe amended as appendix by both parties
herein.
IN
WITNESS WHEREOF, the parties undersigned have executed this Agreement as of
the
date first written above.
Party
A:
Fuzhou City Jiangyin Industry District Management Committee (Seal)
Legal
Representaive: You Meixing (seal) /s/ You
Meixing
Tel:
0000-0000 0000 Fax: 0000- 0000
0000 P.C.:350309
Account
Bank: Jiangyin office of Fuqing Branch of China Bank
Account
No.: 8115 0879 3508 0910 01
Account
Name: Fuzhou City Jiangyin Industry District Management Committee
Party
B:
Fujian Zhongde Technology Co., Ltd. (seal)
Legal
Representative: Ou Taiming (signature) /s/ Ou
Taiming
Tel:
0591- Fax: 0591- P.C.:
Account
Bank:
Account
No.:
Account
Name:
Date:
Dec. 25th,
2006
