Contract for Grant of State-owned Land Use Right
Exhibit 10.5
Contract
No.: 20090003
Made by
Ministry of Land and Resources
and
State Administration of Industry and Commerce
Section 1 General Guidelines
Article 1 Parties to the Contract
Grantor: Gongqing City Bureau of Land, Environmental Protection and Construction, Jiujiang
City, Jiangxi Province, People’s Republic of China
Grantee: Jiangxi Nobao Electro Co., Ltd.
Pursuant to the Land Management Law of the People’s Republic of China, the Real Estate
Management Law for Urban Areas of the People’s Republic of China, and the Contract Law of the
People’s Republic of China, and other relevant laws, administrative regulations and local
regulations, the parties enter into this contract in the principles of equality, free will,
consideration and good faith.
Article 2
The Grantor is authorized by law to grant the land use right hereunder, and the land to be granted
hereunder is owned by the People’s Republic of China. The State, under the Constitution and the
law, has judicial and administrative jurisdiction over the land; under the law of the People’s
Republic of China, has other state powers in connection therewith; and in consideration of the
public welfare, has other rights and interests in connection therewith. Subterranean resources,
buried things and municipal public utility facilities are not within the scope of the grant
hereunder.
Section 2 Delivery of Land, Payment of Land Premium
Article 3
The land plot in connection with this grant is located south to West Avenue, Gongqing City New
Industrial Zone. The plot number is 2009-05. The area of the land in the plot is
Sixty-Six Thousand Six Hundred and Sixty-Six Point Sixty-Seven (in words) square meters and
66,666.67 (in figures) square meters, of which Sixty-Six Thousand Six Hundred and
Sixty-Six Point Sixty-Seven square meters (66,666.67 square meters) will be granted
hereunder. The boundaries of the
plot and the coordinates of its location are as indicated in the attachment [Boundaries of the
Plot].
Article 4
The land to be granted hereunder will be used for industrial purposes.
Article 5
The Grantor agrees to deliver the land to the Grantee before April 15, 2009. The Grantor
also agrees that on the delivery date, the land in question shall meet the conditions set forth in
clause (3) hereunder.
| (1) | The land shall be leveled out and accessible to the
___ utilities facilities, i.e., / . |
|
| (2) | The land hereunder is accessible to the utilities facilities, i.e., / , but buildings on the site have not been demolished and the site has not been leveled out. The buildings and the structures on the land are in the following conditions: |
|
| (3) | “as is” conditions. |
Article 6
The term of the granted land use right hereunder shall be fifty years, starting from the
date of the actual delivery of the land by the Grantor to the Grantee. If the land in question is
allocated land for which allocation formalities need to be completed for its use, the term of the
allocation shall start from the execution date of this Contract.
Article 7
The land premium of the land use right to be granted hereunder shall be RMB Sixty (in
words) per square meter and RMB60 (in figures) per square meter. The total price of the
grant is RMB Four Million (in words) and RMB 4,000,000 (in figures).
Article 8
Within
___/___ days after the parties hereto execute this Contract, the Grantee shall pay
the Grantor RMB ___/___ (in words) RMB
___/___ (in figures) as security deposit for its performance
hereunder. The deposit may be used to set off the land premium.
Article 9
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The Grantee agrees to pay the Grantor the said land premium in accordance with clause (1)
below:
| (1) | Within 7 days after the execution of this Contract, the Grantee shall make full payment of the land premium in a lump sum. | |
| (2) | The Grantee shall pay the land premium in ___/___ Installments, in amounts and at times set forth below. |
First Installment
|
Amount | Time of Payment: | ||
| RMB / (in words) | Before ___/___ | |||
| RMB / (in figures) | ||||
Second Installment
|
Amount | Time of Payment: | ||
| RMB / (in words) | Before ___/___ | |||
| RMB / (in figures) | ||||
___/___ Installment
|
Amount | Time of Payment: | ||
| RMB / (in words) | Before ___/___ | |||
| RMB / (in figures) | ||||
___/___ Installment
|
Amount | Time of Payment: | ||
| RMB / (in words) | Before ___/___ | |||
| RMB / (in figures) |
If the land premium is paid by installment, the Grantee shall pay interest to the Grantor for the
second installment and those thereafter at the rate of bank loans of the same term.
Section 3 Land Development, Construction and Use
Article 10
Within 30 days after the execution of this Contract, the parties hereto shall inspect on
the spot the land posts at the various points as indicated by the Boundaries of the Plot attached
hereto. The Grantee shall take proper measures to protect the land posts and shall not remove such
posts without prior approval. If the land posts are damaged or removed, the Grantee shall promptly
serve a written request on the Grantor for a resurvey of the land and restoration of the land
posts.
Article 11
If the Grantee intends to build new structures within the land to be granted hereunder, the
following conditions shall be met:
The main building shall be a / type of building.
The supporting buildings shall be a / type of building.
The supporting buildings shall be a / type of building.
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The plot ratio shall be / .
Building density shall be / .
Building height may not exceed / .
The ratio of foliage to non-foliage shall be / .
Conditions for land use shall be in compliance with the State’s investment intensity
requirements for land use; and the Grantee may not alter the purpose of the land without the
consent of the bureau.
Article 12
The Grantee agrees to build the following structures on the land to be granted hereunder, to be
gratuitously handed over to the government after the completion of these structures:
(1) /
(2) /
(3) /
Article 13
The Grantee agrees to start the construction before October 30, 2009.
If it is unable to start the construction as planned, it shall submit to the Grantor a request for
postponement 30 days in advance. However, no postponement shall exceed one year.
Article 14
When the Grantee carries on construction activities on the land to be granted hereunder, the
connection of water pipes, gas pipes, sewage pipes and other facilities with the main pipes, lines
and power stations outside the land, as well as projects to reach out to such outside facilities,
shall be handled according to relevant provisions.
The Grantee agrees that the government shall have the right to enter into, pass and cross the land
to be granted hereunder for purpose of laying various pipes and lines for public utilities
facilities.
Article 15
Within 30 days after the Grantee makes full payment of the land premium in accordance with this
Contract, it shall, bringing this Contract and documentation of payment of the land premium, apply
to the Grantor for land registration in accordance with relevant regulations, procure a Land Use
Right Certificate for State-owned Land, and obtain the land use right in connection with the land
to be granted.
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Within 30 days after the filing of the land registration application, the Grantor shall complete
the registration of the land use right for the Grantee in accordance with the law, and issue the
Land Use Right Certificate for State-owned Land.
Article 16
The Grantee shall use the land in a reasonable manner in accordance with the law. Its activities
on the land to be granted hereunder shall in no way damage the environment or destroy the
facilities in the surrounding area. If its activities cause damages or losses to the State or to
any individual, the Grantee shall be held liable for damages.
Article 17
During the term of the grant, the Grantee shall use the land only in manners provided for hereunder
with respect to land use and conditions of land use. When it is necessary to change the land use
and conditions of land use herein, the Grantee shall complete relevant formalities for approval in
accordance with the law, apply to the Grantor for approval, execute an amendment to this Contract
or enter into a new grant of land use rights contract, adjust the land premium, and complete the
registration for change of land use.
Article 18
The government shall reserve its right to adjust the zoning plan with respect to the land
hereunder. If the existing plan for land use is modified, the buildings on the land in question
shall not be affected. However, upon the expiration of the term of land use, the renovation and
reconstruction of the buildings and supporting facilities that are completed on the land during the
term, and renewal of this Contract upon its expiration, shall be subject to the then effective
zoning plan.
Article 19
Before the expiration of the term, the Grantor shall not take back the land use right that the
Grantee lawfully acquired. When, under special circumstances and in the public’s interest, it
becomes necessary to take back the land use right prior to the expiration of this Contract, the
Grantor shall submit its application for approval in accordance with the procedural required by
law, and compensate the Grantee on the basis of the value of the buildings and other supporting
facilities on the land, as well as the land premium for the remaining years of the term.
Section 4 Transfer, Lease and Mortgage of Land Use Right
Article 20
After the Grantee has made full payment of the land premium in accordance with this Contract,
procured the Land Use Right Certificate for State-owned Land, and obtained the land use right in
connection with the land to be granted, it shall have the right to transfer, lease, or mortgage the
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whole or part of the land use right hereunder. However, for the first transfer (including sale,
exchange or donation) of the land use right for the years remaining in the term, the Grantor must
confirm that the following conditions under clause (2) below are met:
| (1) | The Grantee has conducted its investment and development activities in accordance with the provisions herein, and has completed the development of a part constituting 25% of the total investment. | |
| (2) | The Grantee has conducted its investment and development activities in accordance with the provisions herein, and the land in question has been suitable for industrial or other development purposes. |
Article 21
For transfer or mortgage of the land use right hereunder, the parties to such transfer or mortgage
shall enter into a written contract for such transfer or mortgage. For lease of the land use right
hereunder for more than 6 months, the parties to such lease shall enter into a written lease
contract.
Contracts for transfer, mortgage or lease of the land use right hereunder shall not violate the
laws and regulations of the State and the provisions of this Contract.
Article 22
The rights and obligations set forth in this Contract and in the registration document shall pass
to the new party when the land use right is transferred. The transferred land use right shall have
a term that is the term hereunder less the years within the term that have already elapsed. Upon
the lease of the whole or a part of the land use right hereunder, the rights and obligations set
forth in this Contract and in the registration document shall continue to be assumed by the
Grantee.
Article 23
When the land use right is transferred, leased, or mortgaged, the buildings on the land as well as
other supporting facilities are also transferred, leased or mortgaged. When the buildings on the
land as well as other supporting facilities are transferred, leased, or mortgaged, the land use
right in connection therewith is also transferred, leased or mortgaged.
Article 24
When the land use right is transferred, leased, or mortgaged, the parties thereto shall apply for
land registration with the land administration department within 30 days after the execution of the
relevant contract, bringing this Contract, relevant transfer contract, lease or mortgage, and the
Land Use Right Certificate for State-owned Land.
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Section 5 Expiration of Term
Article 25
When the land user needs to continue its use of the land hereunder upon expiration of the term
agreed upon hereunder, it shall submit an application for renewal of the term at least one year
prior to the expiration of the term. The Grantor shall approve such application unless it will
take back the land for public interest.
When the Grantor agrees to such renewal, the Grantee shall complete relevant formalities for use of
land for consideration in accordance with the law, enter into a contract with the Grantor for the
use of the land for consideration and pay a land use fee.
Article 26
When the Grantee does not apply for renewal upon the expiration of the term, or when the Grantee
applies for renewal but the renewal is not approved as provided for in Article 25 hereunder, the
Grantee shall return the Land Use Right Certificate for State-owned Land, and the Grantor shall
take back the land use right on behalf of the State, and complete the registration for cancellation
of land use right in accordance with relevant provisions.
Article 27
When the Grantee does not apply for renewal upon the expiration of the term, the land use right
hereunder as well as the buildings and other supporting facilities on the land shall be taken back
free of charge by the Grantor on behalf of the State. The Grantee shall keep the buildings and
other supporting facilities on the land fit for normal use, and shall not intentionally damage or
destroy the buildings or other supporting facilities. If the buildings or other supporting
facilities on the land are unfit for normal use, the Grantor may request that the Grantee remove or
demolish such buildings and facilities and level the site.
Article 28
When the Grantee applies for renewal upon expiration of the term but the renewal is not approved as
provided for in Article 25 hereunder, the Land Use Right Certificate for State-owned Land shall be
taken back by the Grantor on behalf of the State. But the Grantor shall compensate the Grantee for
the buildings on the land and other supporting facilities on the basis of their residue value.
Section 6 Force Majeure
Article 29
Neither party shall be held liable for failure to perform part or all of its obligations hereunder
due to force majeure. However, such party shall take all necessary remedial steps to mitigate the
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losses caused by force majeure to the extent permitted by circumstances. If a force majeure event
occurs after a party has delayed its performance, such party shall not be excused from liability.
Article 30
The party hindered by a force majeure event shall notify the other party in writing, by mail,
telegram, cable or fax regarding the force majeure event within
24 hours after the
occurrence of such event, and shall send to the other party a report
within 15 days
explaining the reasons for its failure to perform in full, or in part as the case may be, its
obligations hereunder, or the need for a delay of its performance hereunder.
Section 7 Liabilities for Breach
Article 31
The Grantee shall pay the land premium as provided for in this Contract. For failure to make
timely payment of the land premium, the Grantee shall pay to Grantor
a penalty of 1‰ of the amount
due for each day of delay. When the delay is over 6 months, the Grantor shall have the right to
terminate the Contract, take back the land use right grant, and the Grantee shall forfeit its right
to the deposit. The Grantor may also seek damages from the Grantee for its losses resulting from
such breach.
Article 32
When the Grantee has paid the land premium in accordance with the Contract, the Grantor shall
deliver the land hereunder in accordance herewith. If failure on the part of the Grantor to timely
deliver the land has delayed the Grantee’s possession of such land, the Grantor shall pay as
damages 1‰ of the land premium already paid by the Grantor for each day of the delay. When the
delay is over 6 months, the Grantor shall have the right to terminate this Contract, and the
Grantor shall return to the Grantee a sum that is twice as much as the deposit, as well as the
(remaining) part of the land premium already paid. The Grantee may also seek damages from the
Grantor for losses resulting from such breach.
Article 33
The Grantee shall develop the land in accordance with the Contract. If one year after the date of
commencing such development set forth hereunder, the Grantee has still not started developing the
land, the Grantor may seek a land idle fee, up to 20% of the land premium, from the Grantee for
leaving the land unused. If two years after the date of commencing such development set forth
hereunder the Grantee has still not started developing the land, except for delays caused by events
of force majeure, government acts, or the preparative work prior to commencement of such
development, the Grantor may take back the land without any compensation to the Grantee.
Article 34
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If the land delivered by the Grantor fails to meet the conditions hereunder, the Grantor shall be
deemed to be in breach. The Grantee shall have the right to demand that the Grantor perform its
obligations hereunder in accordance with the Contract, and compensate the Grantee for its losses
directly resulting from such delay in performance.
Section 8 Notices and Statements
Article 35
Notices and other communications required or permitted hereunder shall be deemed effective on the
day of their actual receipt, no matter how they are transmitted.
Article 36
When either party changes its address for service of notices and other communications, or its bank
or bank account, it shall notify the other party of the new address, the new bank or the new bank
account within 15 days after the changes. If one party’s delay in serving such notices causes
losses to the other party, the party that delayed service notice shall be liable for the other
party’s losses.
Article 37
When this Contract is being executed, the Grantor has the obligation to answer questions raised by
the Grantee in connection with the Contract.
Section 9 Applicable Law and Dispute Resolution
Article 38
The execution, validity, interpretation, and performance of this Contract as well as settlement of
disputes arising herefrom shall be governed by the law of the People’s Republic of China.
Article 39
Any dispute arising out of the performance of this Contract shall be resolved by the parties
through negotiation. If the parties are unable to settle such dispute through negotiation, the
dispute shall be resolved in a manner prescribed in clause (2) hereunder.
| (1) | referring the dispute to the Arbitration Commission of / for arbitration; or | |
| (2) | filing a lawsuit with a People’s Court in accordance with the law. |
Section 10 Other Provisions
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Article 40
This Contract will become effective in accordance with clause (1) hereunder:
| (1) | If the plan for granting the land hereunder has been approved by the People’s Government of Gongqing City Development Zone, the Contract will become effective upon its execution by both parties. |
| (2) | If the plan for granting the land hereunder has yet to be approved by the People’s Government of / , the Contract will become effective upon approval by the People’s Government of / . |
Article 41
This Contract shall have three counterparts of equal legal force. The Grantor and the
Grantee shall each hold one counterpart and the remaining one shall be kept by the finance
authority.
Article 42
This Contract and its attachment, totaling 13 pages, are prepared in Chinese and the
Chinese version shall prevail.
Article 43
Amounts and area numbers shall be indicated both with words and with figures. Words and figures
indicating the same amount or number shall be identical. If they are different, the words shall
control.
Article 44
This Contract is executed as of April 16, 2009 in Gongqing City, Jiangxi Province,
People’s Republic of China.
Article 45
Matters not covered in this Contract shall be included in attached agreements between the parties,
and such attached agreements shall be of the same validity as this Contract.
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Grantor (Seal):
|
Grantee (Seal): | |
Gongqing City Bureau of Land,
Environmental Protection and
Construction
|
Jiangxi Nobao Electro Co., Ltd. | |
Domicile:
|
Domicile: | |
Legal Representative (Authorized Representative): |
Legal Representative (Authorized Representative): |
|
Signature: Xxxxx Xxxxxxxx
|
Signature: Xxx Xxxx | |
Tel:
|
Tel: | |
Fax:
|
Fax: | |
Telegram:
|
Telegram: | |
Opening Bank:
|
Opening Bank: | |
Account No.:
|
Account No.: | |
Postal Code:
|
Postal Code: |
Date: April 16, 2009
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Attachment: Boundaries of the Land Plot (length of each side: ____ meters)
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