INVESTMENT AGREEMENT
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Party
A:
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Shanghai
Zizhu Science Park Development Co., Ltd.
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Address:
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Xx.
000 Xxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx
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Legal
Representative:
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XXXX
Xxx
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Title:
CEO
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Party
B:
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Perfectenergy
International Limited
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Address:
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Legal
Representative:
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LI
Wennan
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Title:
CEO
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Article
1: Party
A
is incorporated under the state’s authority and is qualified as a Chinese legal
person, and is responsible for the property development, land use right
management, basic municipal construction, property investment and management,
and the economic fundamentals for the investment and management of commercial
high technology projects in Shanghai Zizhu Science Park.
Article
2: Party
B
is in the business of investing companies specializing in silicon solar energy
batteries, battery components, solar photovoltaic systems and related products.
Article
3: Party
B
has conducted property evaluation and has comprehensive understanding regarding
the investment environment of the Science Park, including its geographical
location, industrial direction and favorable policies. After friendly
discussions with Party A, Party B plans to secure a property in the Science
Park
to construct a solar energy technology research center. The new company will
have investment capital of USD 29 million and registered capital of USD 20
million.
Article
4: In
support of, and as special consideration to, Party B, Party A agrees to transfer
the approximately 61-acre property described as bordering Jianchuan Road on
the
north, the Yamaha Project on the south, the E+H Project on the east and the
Danshui River on the west (see attached map), to Party B for construction of
a
solar energy research center, offices and related buildings. The property price
is set according with the current policy governing state-owned lands, and the
application for the land transfer certificate will commence once the project
is
approved.
Article
5: Party
B
shall undertake to invest not less than RMB One Billion into the property within
two years, and to achieve a constructed surface area ratio of 1.0 to 1.2. The
construction period for this project is tentatively set from June 2008 to May
2009.
Article
6: Party
A
shall be responsible ensuring that the property has the seven basic
infrastructural connections (surface water, sewage, road, communication, heat,
electricity and energy) and is suitable for construction, and shall assist
Party
B, without charge, with obtaining a 50-year land use right and all applications
for the approval of the new company.
Article
7: Party
A
shall undertake, after the execution of the property transfer agreement, to
assist Party B with completing all applications relating to the transfer of
the
property so that Party B can obtain the property use right.
Article
8: Party
B
shall undertake, with respect to the property and the development plans as
described in Article 4 of this agreement, to comply with Party A’s uniform
planning and construction requirements and to provide Party A with records,
and
Party B must be willing at all time to discuss changes.
Article
9: Party
A
shall undertake to provide “one-stop” service for Party B’s investment project
and business registration, and shall be responsible for dealings with the local
government to ensure the successful progress of Party B’s investment project.
Concurrently, with the support of the local government, for a support period
of
five years beginning January 1, 2007, Party B’s investment project shall enjoy
the following favorable policies:
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1.
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Business
Tax Support
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Party
A
agrees, during the support period and after Party B’s new company begins paying
business tax, to refund thirty percent (30%) of the portion of the new company’s
annual business tax that is designated for the Science Park district, in support
of the new company.
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2.
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Company
Income Tax Support
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Party
A
agrees, during the support period and after the new company begins paying
company income tax, to refund fifty percent (50%) of the portion of the new
company’s annual company income tax that is designated for the Science Park
district, in support of the new company.
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3.
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Personal
Income Tax Support
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Party
A
agrees, during the support period and after the new company begins to pay
personal income tax, to refund twenty-five percent (25%) of the portion of
the
new company’s annual personal income tax that is designated for the Science Park
district, in support of the new company.
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4.
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Value-added
Tax Support
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Party
A
agrees, during the support period and after the new company begins to pay
value-added tax, to refund thirty percent (30%) of the portion of the new
company’s value-added tax that is designated for the Science Park district, in
support of the new company, provided that if state regulations regarding
value-added tax change, this provision shall be effected
accordingly.
Article
10: After
the
acquisition of the property and before commencement of development, Party B
shall be responsible for environmentally-sound maintenance of the property,
and
Party B shall not transfer the property without consent. The property is
designated for industrial use, and Party B shall not proceed with any commercial
or residential development on the property.
Article
11: Party
B
acknowledges that the project described in Article 3 of the agreement must
be
registered to Shanghai Zizhu Science Park, and any change to the address on
the
company or tax registry shall require Party A’s consent. Party A shall provide
any required assistance with respect to the foregoing. Party B warrants not
to
change the registration address outside of Shanghai Zizhu Science Park without
Party A’s written consent.
Article
12: Subject
to compliance with applicable mandates and regulations of the state and
Shanghai, Party B shall undertake to conform to any reasonable requirements
of
Wenxing District: after the conclusion of the bidding process for Party B’s
construction projects in the Science Park, a Science Park affiliated general
contractor shall execute the construction contract to ensure that
government-related policies are implemented, which Party A warrants shall not
change the quality, schedule and cost of the construction project.
Article
13: Party
B
has an obligation to maintain in confidence the price of the property, and
shall
not disclose to any third party without Party A’s written consent. Party A has
an obligation to maintain in confidence Party B’s project, and shall not
disclose to any third party without Party B’s written consent. If any party
breaches its obligation, the breaching party shall be liable for all resulting
damages.
Article
14: The
parties shall conduct themselves in a friendly manner to carry out the terms
of
this agreement. The parties shall negotiate on friendly terms regarding any
matter not covered by this agreement, and if any matter cannot be resolved
through negotiation, the dispute shall be resolved by the People’s Court in
Wenxing District, Shanghai, in accordance with law.
Article
15: This
agreement shall have four originals, with each party holding two originals.
This
agreement shall be executed on behalf of the parties by their respective
representative.
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[signature]
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Party
B’s Representative:
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[signature]
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[company
seal]
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[company
seal]
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Date:
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10/18/2007
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Date:
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10/16/2007
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