CONTRACT OF THE TRANSFER OF THE PLANT
English
Translation
The
assignor (hereinafter referred to as Party A): Harbin Renhuang
Pharmaceutical Stock Co, Ltd.
The
assignee (hereinafter referred to as Party B): Harbin Renhuang
Pharmaceutical Co, Ltd.
In
accordance with “Law of the
People's Republic of China on the Administration of the Urban Real
Estate” and provisions of other relevant laws, under the principle of
“equality, voluntary and legal”, Party A and Party B come to an agreement on the
matters of assignment of plant and land of Harbin
Renhuang Pharmaceutical Stock Co, Ltd as follows:
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1.
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Base
situation of the plant and land:
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1.1
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The
assignment of real estate includes assignment of use right of land and
ownership of plant, and the object in this contract includes transfer of
use right of one piece of land and 12 factory
buildings.
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1.2
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The
land lies in Xx. 0 xx Xxxx Xxxxx Xxxxxx X Xxxx Xxxxxx Xxxxxxxxxxxx
Xxxxxxxx covering 100,000 ㎡.
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1.3
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The
tenure of use of the land is 50
years, from 2002-12-16
to 2052-12-15,
the actual tenure of land use based on the time recorded on the Land
Certificate.
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1.4
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The No. of Land
Certificate No.: License
No.（2002）20020193
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1.5
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The
base situation of the assigned 12 factory
buildings:
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(1)
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The
factory building A: (with xxxx of area of structure or utilization area)
covers 2092.41㎡,
3 layers in total, and the plant A occupies the 1st-3rd
layer, and the ownership certificate No. is 003155.
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(2)
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The
factory building B: the structure area is 464.96㎡,
1 layer in total and the factory building B occupies 1 layer, the
ownership certificate No. is 003156.
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(3)
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The
factory building C: the structure area is 25.86㎡,
1 layer in total and the factory building C occupies 1 layer, the
ownership certificate No. is 003157.
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(4)
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The
factory building D: the structure area is 46.66㎡,
1 layer in total and the factory building D occupies 1 layer, the
ownership certificate No. is 003158.
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(5)
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The
factory building E: the structure area is 111.35㎡,
1 layer in total and the factory building E occupies 1 layer, the
ownership certificate No. is 003159.
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(6)
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The
factory building F: the structure area is 792.28㎡,
1 layer in total and the factory building F occupies 1 layer, the
ownership certificate No. is 003160.
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(7)
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The
factory building G: the structure area is 3255.77㎡,
1 layer in total and the factory building G occupies 1 layer, the
ownership certificate No. is 003161.
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English
Translation
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(8)
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The
factory building H: the structure area is 453.58㎡,
1 layer in total and the factory building H occupies 1 layer, the
ownership certificate No. is 003162.
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(9)
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The
factory building I: the structure area is 1555.20㎡,
1 layer in total and the factory building I occupies 1 layer, the
ownership certificate No. is 003163.
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(10)
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The
factory building J: the structure area is 3903.12㎡,
1 layer in total and the factory building J occupies 1 layer, the
ownership certificate No. is 003164.
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(11)
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The
factory building K: the structure area is 1342.59㎡,
2 layers in total and the factory building K occupies 1-2 layers, the
ownership certificate No. is 003165.
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(12)
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The
factory building L: the structure area is 113.20㎡,
1 layer in total and the factory building L occupies 1 layer, the
ownership certificate No. is 003166.
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2.
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The
price of the factory building and other
expenses:
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2.1
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The
total transfer price of the factory building is RMB 91,000,000(in
words).
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2.2
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The
transfer price of the use right of land is RMB 69,000,000(in
words).
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2.3
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The
total payable amount of the above 2 items is RMB 160,000,000(in
words).
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2.4
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The
taxes of land use should be paid by Party A annually to relevant
department in accordance with national
regulations.
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3.
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The
method of payment, duration and date of
delivery:
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3.1
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The
total price of this contract will be paid in twice, Party B should pay RMB
100,000,000 to
Party A within 7 working days after the contract is signed and the spare
money will be paid off before 2011-12-31, the
two parties apply for change of title procedures at the same time, and
Party B will be responsible for the deed tax resulting from the
procedures.
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3.2
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The
above payments shall be paid either in transfer or in
cash.
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4.
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Other
provisions:
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4.1
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Party
A should assist Party B to apply for change of title procedures and all
fees resulting from it including deed tax and cost of production and so on
should be paid by Party B.
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4.2
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When
the contract comes into effect, Party B will continue to lease the plant
from Party A, but the rental is no longer
charged.
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4.3
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The
land use right and the ownership of the factory building transferred in
this contract are clear without disputes. Otherwise, Party A should assume
liability for breach of contracts and compensate for the entire loss of
Party B.
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4.4
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After
obtaining the ownership of the factory building Party B can transfer or
re-lease to others freely, but must notify Party A, and the transferee or
lessee enterprises can make industrial and commercial registration with
the plant address.
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4.5
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Party
B must not demolish the factory building purchased or carry out project
with high pollution.
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4.6
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Party
B organizes production, business and life in the plant they purchased
should observe discipline and abide by the law and management system, pay
taxes and fees according to
regulations.
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English
Translation
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4.7
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Increasing
the electricity and water capacity should be applied by Party B and Party
A should assist to handle it, and the fees for increasing the capacity
shall paid by Party B to relevant department in accordance with the
regulations.
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4.8
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Matters
relating to this contract and not entirely determined should be confirmed
through consultation by both parties, the signed complement contract has
the same legal effect with this
contract.
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4.9
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After
the two parties have performed all their obligations under this contract,
Party B has the right to control and use the plant but Party A has no
right to interfere.
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4.10
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During
the performance of the contract, if there is any dispute, the two parties
should negotiate friendly and resolve the
matters.
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4.11
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If
this contract is failed to fulfill due to force majeure, then the contract
will automatically terminate.
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5.
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This
contract will come into effect after signed or sealed by the
representatives of both parties. And the contract is in quadruplicate and
Party A, Party B, the Realty Administrative Bureau and notarial office
hold each.
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Party A:
Harbin Renhuang Pharmaceutical Stock Co, Ltd
Authorized
representative (signature): Wang Hong-Wei
Date of
contract: 2009.10.12
Party B:
Harbin Renhuang Pharmaceutical Co, Ltd
Authorized
representative (signature): Xx Xxxx-Xxxx
Date of
contract: 2009.10.12
