Assignment State Land Use Right Contract Contract No. Jindihe [2007] Qingxiezi No. 244
English Translation of
Chinese Language Document
Exhibit
10.29
Contract
No. Jindihe [2007] Qingxiezi No. 244
(Applicable
to the Industrial Project Land without Financially Labeling Price)
CHAPTER
I General Provisions
Article 1
This Agreement is signed by and between:
Assignor:
Bureau of Land and Resources of Jinjiang City, Fujian Province, P R
China
Land
Use Right Owner: Guanke (Fujian) Electronic Technology Co Ltd
In
accordance with the Land Administration Law, Order of the President, Contract
Law and other administrative regulations, local laws and regulations in the
People’s Republic of China and adhering to the principle of equality,
willingness and for the mutual benefit, the two parties agree to sign this
Contract.
Article 2
The Assignor transfers the land use rights in accordance with the authorization
by the law. And property rights of the land shall be owned by the People’s
Republic of China, who has the jurisdiction and executive power authorized by
constitution and law, and other rights administered by the State in accordance
with the laws of the People’s Republic of China, as well as the rights and
benefits necessary for interests of the general public.
CHAPTER
II Delivery of Land Use Rights and Payment of
Fees
Article 3
The land is located at the Houlin Community, Luoshan Street, the Land No. is
___/__. The land covers an area of (in words)_SIXTY FIVE THOUSAND THREE HUNDRED
AND THIRTY ONE square meters (in numbers: 65,331 square meters), with the
transferred land of (in words) / square meters (in
numbers: 65331 square meters), and the confiscated road covers an area of (in
words) / square meters, (in
numbers: / square meters) which will be
paid by installments.
Article 4
The land is to be used for industrial purposed only.
Article 5
The Assignor agrees to deliver the land use rights to the Land Use Right Owner
before August 31st 2007, and the Land Use Right Owner agrees to make sure that
the delivered land can reach the conditions specified in the following Section
(III) of this Article.
Article 6
The term of the land use right stipulated in this Contract is 50 years, from
June 29, 2007 to June 28, 2057.
Article 7
The land use right transfer fees under the Contract is RMB (in words) ONE
HUNDRED AND NINETY THREE POINT THREE FIVE Yuan (in numbers: 193.35 Yuan) per
square meter, so the total fee is RMB (in words) TWELVE MILLION SIX HUNDRED AND
THIRTY ONE THOUSAND SEVEN HUNDRED AND FORTY EIGHT Yuan–(RMB12,631,748
Yuan), excluding city construction costs and title deed tax.
Article 8
Within / days after the Contract signed by
both Parties, the Land Use Right Owner shall pay RMB (in
words) / Yuan, (in
numbers / Yuan) to the
Assignor as the deposit of contract performance, which shall be retained as the
land use right transfer fee.
Article 9
The Land Use Right Owner agrees to pay the above mentioned land use right
transfer fee to the Assignor in accordance with Section (I) under this
Article.
Within 60
days from June 29th 2009, the land use right transfer fees above shall be paid
all at once.
The land
use right transfer fees above shall be paid to the Assignor with the following
dates and amounts
in / installments.
English Translation of
Chinese Language Document
The first
installment: RMB (in
words) / Yuan,
(in
numbers / Yuan). Time of payment:
before / .
The
second installment: RMB (in
words) / Yuan,
(in
numbers / Yuan). Time of payment:
before / .
The / installment:
RMB (in
words) / Yuan,
(in
numbers / Yuan). Time of payment:
before / .
When the
Land Use Right Owner pays the transfer fees in installments, he shall pay the
Assignor corresponding interest according to bank lending rates over the same
period from the second installment on.
CHAPTER
III Development, Building and Utilization of Land
Article
10 Within 30 days from the effectiveness of this Contract, both parties shall
verify all markers .The Land Use Right Owner shall properly protect land
boundary markers, and shall not remove them without government authorization;
once the boundary marker is destroyed or removed, the Land Use Right Owner shall
immediately submit a written report to the Assignor, apply for re-measurement of
the boundary and restore boundary markers.
Article
11 New
buildings under this Contract shall meet the following
requirements:
Property
of main building: Plant and supporting
facilities ;
Property
of attached
buildings: / ;
Building’s
floor area
ratio: ≤2.5 ;
Building
density: ≤40% ;
Building’s
height
limit: / ;
Green
ratio: ≥30% ;
In
addition to performing the above specifications, the Land Use Right Owner agrees
that the floor area ratio for the premises shall not be less than 1.0, and the
building coefficient shall not be less than 30%.
Article
12 The
Land Use Right Owner agrees that the area of land used for business office and
living facilities within the premises shall not exceed 7% of the land, that is,
not exceed 4,573 square meters (if the area for office and living facilities
cannot be calculated separately, the apportioned area, which is calculated based
on the ratio of the area for office and living facilities to the total building
area, shall be used instead). The Land Use Right Owner shall not build
non-production facilities such as residential block, apartment, hotel,
guesthouse, training center, etc. on the land.
Article
13 Any
change of the land use parameters as specified in Article 11 and Article 12
shall be approved from the planning authorities and the Assignor, and shall
compensate for the changes in the amount the Assignor calculate and
require.
Article
14 If
the Land Use Right Holder requests to change the purpose of the land use as
specified in the Contract, the parties agree:
The
Assignor shall reclaim the land use right and enter into a new transfer in
accordance with the law.
Prior
approval by the planning authorities and the Assignor shall be obtained and the
approving procedures for the change in land use purpose and land use conditions
shall be in compliance with relevant laws and regulations; the Land
Use Right Holder shall pay penalty for the change of the land use right based on
the difference in the market price of the land , in light of the old and new
land use conditions; Followed by the change, a new contract shall be signed to
replace the old contract and a new registration shall be filed with the local
government.
Article
15 The
Land Use Right Holder agrees that the fixed asset investment of the project on
the premises under this Contract shall not be less than USD 6,200,000; unit land
area investment intensity shall not be less than RMB 24,900,000; the project
fixed asset investment includes the buildings, structures, equipment investment
and land price.
The Land
Use Right Holder shall apply to the Assignor for performance check with valid
capital investment certification within 60 days after the project
completes.
English Translation of
Chinese Language Document
Article
16 The Land
Use Right Holder agrees to build the following buildings within the scope the
premises under this Contract and these buildings will be transferred to the
government free of charge after they are completed:
None ;
None ;
None ;
Article
17 The Land
Use Right Holder agrees that the construction starts before December 31, 2008
and shall complete for production before December 31, 2010 (with the exception
of cases of force majeure).
In case
that the construction cannot be started on schedule, the Land Use Right Holder
shall make application of construction postponement to the Assignor 30 days in
advance; the project completion date and the completion acceptance inspection
application date can be accordingly postponed based on the agreed construction
postponement date, but the postponement shall not exceed one year for each
application.
Article
18 The
government shall provide and the Land Use Right Holders agree the
access or pipelines of water, gas, power and other facilities to be connected to
the land during the land use right period.
Article
19 Within 30
days after accepting the land registration application, the Land Use Right
Holder shall request the Assignor to register and obtain the State-owned Land
Use Right certificate and the Assignor shall follow the procedures to transfer
the land use right and send the certificate to Land Use Right
Holder.
Article
20 The Land
Use Right Holder must use the land in a lawful and reasonable manner, and all
the activities on the transferred premises shall not impair or destroy the
surrounding environment or facilities; for any loss suffered by the country or
any other person, the Land Use Right Holder shall be liable for
compensation.
Article
21 Government
reserves the right to adjust urban planning of the premises under this Contract;
if the original land use plan is changed, the existing buildings on the premises
shall not be affected; however, in case that the buildings and attachments are
under alteration, renovation, or reconstruction within the use limit or the
application for renewal is under way when the use limit expires, the effective
plan at the time shall be implemented.
Article
22 The
Assignor shall not withdraw the land use right legally obtained by the Land Use
Right Holder before period of the land use right expires.
CHAPTER
IV Transfer, Lease and Mortgage of Land Use Rights
Article
23 Obtaining
the Certificate for Use of State-Owned Land and obtained the transferred land
use rights in accordance with the Contract, the Land Use Right Holder shall have
the right to transfer, lease or mortgage partial or whole land use rights under
this Contract.
Article
24 All the
parties involved in the transfer or mortgage of the land use right shall reach
and sign a transfer/mortgage contract. A leasing contract shall be signed if the
leasing period exceeds six months.
The
contract for transfer/mortgage/lease of land use rights shall not violate
national laws and regulations as well as this Contract.
Article
25 Once land
use rights are transferred, the rights and obligations specified in the Contract
and registration documents shall be transferred to the Land Use Right
Holder.
Article
26 When land
use rights are transferred/mortgaged/leased, ground buildings and facilities
shall also be transferred/mortgaged/leased.
Article
27 The
transfer/lease/mortgage of the land use rights shall report to the local land
administration.
CHAPTER
V Expiring of Period
Article
28 If the Land
Use Right Holder applies to renew the land use right one year before the
expiration date of the Contract, Assignor shall consent unless for reasons of
compelling public interests.
English Translation of
Chinese Language Document
Article
29 If the
application of renewal of the land use right is rejected due to the reason
stipulated in Article 28, the Land Use Right Holder shall return the Certificate
for Use of State-Owned Land, while the Assignor shall withdraw the land use
rights on behalf of the State cancel the registration of land use
rights.
Article
30 If the Land
Use Right Holder does not apply for renewal of the land use right, the Assignor
shall withdraw the land use rights, ground buildings and other accessories under
this Contract for free on behalf of the State, while the Land Use Right Holder
shall be obliged to maintain the conditions of the infrastructures of the
land.
Article
31 If the
application of renewal of the land use right is rejected due to the reason
stipulated in Article 28, the Land Use Right Holder shall return the Certificate
for Use of State-Owned Land, while the Assignor shall withdraw the land use
rights on behalf of the State cancel the registration of land use rights. But
the Assignor shall compensate for the Land Use Right Holder based on the market
price of the ground buildings and other infrastructures.
CHAPTER
VI Force Majeure
Article
32 The two
parties shall not be obliged for partially or totally failed performance of the
Contract caused by force majeure, but shall take all necessary remedial measures
when conditions allow, to reduce the losses caused by force majeure. When force
majeure happens after one Party delays the performance, he shall not be relieved
of responsibility.
Article
33 The Party
suffering from force majeure shall notify the other party of the event within 72
hours via the written form including letter, telegraph, fax, etc, and submit a
report with reasons for partially or totally failed performance or delayed
performance of the Contract to the other party within 15 days after the date of
the event.
CHAPTER
VII Default
Liability
Article
34 The Land
Use Right Holder must pay fees for transfer of land use rights on time according
to this Contract. If the Land Use Right Holder fails to pay fees for transfer of
land use rights on time, he shall pay the Assignor 1‰ of the delayed
payment as late fees per day from the overdue day.
Article
35 The
Assignor shall provide the transferred land on time according to the Contract.
If the Land Use Right Holder’s possession of the land under this Contract is
delayed for the reason that the Assignor fails to provide the transferred land
on time, the Assignor shall pay the Land Use Right Holder 0.5‰ of the fees for
transfer of land use rights already paid by the Land Use Right Holder as a
penalty on every delay day.
Article
36 The Land
Use Right Holder shall start the development construction in accordance with
this Contract. The following condition will be deemed as land idling, and the
Assignor has the right to request the Land Use Right Holder for idle land fees:
the development is not started over one year after the due start date, or the
area of the actual developed land accounts for less than one third of that of
the specified developed area, or the real investment amount accounts for less
than 25% of the total amount, and there is no approval for one-year continuous
suspension for construction from the County Government or the administrative
department of land and resources.
The
Assignor and the Land Use Right Holder agree that, idle land fees of the land
under the Contract shall account for 5% of the total fees for transfer of the
land use rights, namely RMB SIX HUNDRED AND THIRTY ONE THOUSAND FIVE HUNDRED AND
EIGHTY SEVEN (631,587 Yuan); when the development is not started over two years
after the due start date, the Assignor can withdraw the land for free, unless
the development is delayed by force majeure, by actions of the government or
government departments, or by the preparation work necessary for starting the
development.
Article
37 It is
considered as a breach of the Contract if the land delivered by the Assignor
fails to meet the land conditions agreed in this Contract. The Land Use Right
Holder has the right to require the Assignor to fulfill obligations according to
the regulated conditions, and to make compensation for the Land Use Right
Holder’s direct losses caused by delayed performance.
English Translation of
Chinese Language Document
Article
38 The Land
Use Right Holder shall pay the penalty under this Contract if it fails to invest
sufficient funds for construction as defined in Article 15 of this Contract. The
Assignor has the right to require the Land Use Right Holder to continue
fulfilling obligations according to the agreed conditions; the case that the
Land Use Right Holder fails to fulfill obligations shall be processed as a
breach of the Contract.
Article
39 If the Land
Use Right Holder terminates the investment and construction of this project for
its own reason, the Assignor can terminate this Contract and request to return
the land, after the Assignor reports to and gets the approval from the local
administration office which originally approved the land transfer plan, the
Assignor can respectively return the overall or part of the land use right
transfer fee (excluding interest) except the deposit agreed in Article 8 of this
Contract according to the following agreement and different circumstances,
withdraw the land use rights, but make no compensation for built constructions
and structures within this land; the Assignor can also require the Land Use
Right Holder to restore the conditions before the transfer.
(I)
If the date when the Land Use Right Holder applies to the Assignor is not less
than 60 days before one year of the construction start date agreed in the
Contract, the Assignor shall return to the Land Use Right Holder the paid land
use right transfer fee after deducting the deposit;
(II)
If the date that the Land Use Right Holder applies to Assignor exceeds one year
but within not less than 60 days before two years of the construction start
date, after deducting the deposit agreed in Article 8 of this Contract and
levying land idle fee according to the Article 36 of this Contract, Assignor
shall return to the Land Use Right Holder the remaining paid land use right
transfer fee.
Article
40 If the Land
Use Right Holder reduces the scale investment of the project due to its own
reason and causes some vacant construction land which can be divided and reused
for development and construction, the Land Use Right Holder shall apply to the
Assignor for returning relevant area of construction land 90 days before the
completion of this project. After the approval of the Municipal People’s
Government and the County People’s Government, the Assignor and the Land Use
Right Holder sign the Change Agreement of Land Use Right Transfer Contract, and
the Assignor withdraws the use right of corresponding land parts and returns the
corresponding land transfer fee of the withdrawn land after deducting the
corresponding percentage of deposit.
Article
41 If the Land
Use Right Holder fails to start construction according to the agreed date in
Section 1 under Article 17 of this Contract or according to the separately
agreed delayed construction date in Section 2 under Article 17, the Land Use
Right Holder shall pay the Assignor penalty equivalent to 0.5‰ of the
total land use right transfer fee.
Article
42 If Land Use
Right Holder fails to finish the construction and apply for final acceptance on
the agreed date as stipulated in Article 1 of Article 17 of this Contract or on
the separately agreed delayed construction date stipulated in Article 2, the
Land Use Right Holder shall pay Assignor penalty equivalent to 0.5% of the total
land-use right transfer fee.
Article
43 Within 60
days of the project final acceptance, the Land Use Right Holder shall provide
project final acceptance materials to the Assignor, and the Assignor shall check
the actual investment intensity, land use intensity and so on of this land
according to indexes such as amount of investment, investment intensity and land
use intensity agreed in Article 11, Article 12 and Article 15.
It is a
breach of Contract if the actual investment intensity and land use intensity of
the Land Use Right Holder fail to meet the two Parties’ agreement, and the
Assignor has the right to charge penalty, and require the Land Use Right Holder
to continue fulfilling obligations.
Article
44 If the
total project investment, fixed assets investment and investment intensity of
unit land use area fail to meet the agreed standard in Article 15 of this
Contract, the Assignor shall require the Land Use Right Holder to pay penalty
equivalent to the same proportion of land use right transfer fee.
Article
45 If any
parameters or the density of the buildings don’t meet the standards stipulated
in Article 11 of this Contract, the Assignor shall require the Land Use Right
Holder to pay penalty equivalent to the same proportion of land use right
transfer fee.
Article
46 If any
parameters or the density of the buildings don’t meet the standards stipulated
in Article 11 and Article 12 of this Contract, the Land Use Right Holder shall
pay the Assignor penalty equivalent to 5% of the land use right transfer fee,
but the Assignor shall voluntarily write down the cost in associated with the
greenaries and the facilities.
English Translation of
Chinese Language Document
CHAPTER
VIII Notification and Instruction
Article
47
Notification and communication required or permitted by this Contract shall be
effective from the date of reception.
Article
48 If one
Party concerned changes notification, correspondence address or opening bank,
and account number, he shall inform the new address or opening bank, and account
number to the other Party within 15 days after the changes. Losses caused by
delayed information of either Party shall be the responsibility of the Party in
default.
Article
49 The
Assignor has the obligation to answer the Land Use Right Holder’s questions in
connection with this Contract.
CHAPTER
IX Applicable Law and Dispute Resolution
Article
50 The
formation, effect, explanation, performance and dispute resolution of this
Contract shall apply to the laws and regulations in the People’s Republic of
China.
Article
51 Dispute
caused by fulfillment of this Contract shall be resolved by the two Parties’
through friendly consultation, local court or arbitration
commission.
CHAPTER
X Supplementary Articles
Article
52 This
Contract is effective according to the regulations in Section (o) under this
Article.
(o) The land transfer plan
under this Contract has already been approved by the City Government of Quanzhou
(XXXX XXXXX DI No. [2006] 483) and Jinjiang City People’s Government (XXX XXXXX
DI No. [2006] 768), and this Contract becomes effective since the date
signed.
(o) The land transfer plan
under this Contract still needs to be approved by __ People’s
Government, and this Contract becomes effective since the date approved by __
People’s Government.
Article
53 This
Contract is in five originals with the same legal effect: the Assignor and the
Land Use Right Holder each shall have two originals, and the remaining copy
shall file with Bureau of Finance of Jinjiang City.
Article
54 The total
pages of this Contract and the attachment are__ , subject to the size of the
Chinese characters.
Article
55 The blank
area of this Contract shall be filled out with numbers or words. Or
otherwise, N/A applies.
Article
56 This
Contract is signed on June 30th, 2007 at Jinjiang City, Fujian Province,
People’s Republic of China.
Article
57 Both the
investment agreement and the supplement agreement between Guanke Optical Science
and Technology Park and Jinjing City Government of Fujian
Provinceshall have the same legal effect.
Article
58 Related
issues not covered in this Contract shall be resolved by two Parties through
friendly consultation.
|
Assignor
(Seal):
|
Land
Use Right Holder (Seal):
|
|
Land
and Resources Bureau of Jinjiang City (Seal)
|
Guanke
(Fujian) Electronic Technology Co Ltd
|
|
Add:
Qingyangyingbin Road, Jinjiang
|
Add:
Meiling shuanggou xiaban Industrial Zone, Jinjiang
|
|
Legal
representative (Entrusted agent)
|
Legal
representative (Entrusted agent)
|
|
(Signature):
|
(Signature):
|
