Agreement for Stationing Project into Industrial Park (English Translation)
Exhibit
10.1
(English
Translation)
Party
A: Administrative
Committee of Hunan Hengyang Songmu Industrial Park
Party
B: Shenzhen
Ritar Power Co., Ltd.
Party
B
will station the project of lead-acid battery plates and lead-acid battery
assembly (the “Project”) into Hunan Henyang Songmu Industrial Park (the
“Industrial Park”). The total investment amounts of the Project will be RMB 0.8
billion and the required area of land for the Project
will be
about 400 Mu. The
Project will be constructed in three phases within the next four years. After
the Project reaches its designed production capacity, the estimated annual
production value will be RMB 2.5 billion, the annual tax will be RMB 0.1 billion
and it will provide 7,200 job opportunities. The investment amount in the first
phase construction of the Project will be RMB 0.2 billion and a land plot with
the area of 70 Mu
will be
requisitioned for the construction of the first production line of lead-acid
battery plates, which is anticipated to become operational in October, 2007.
The
production capacity for lead-acid battery plates will be 25,000 tons per year
by
September, 2008 and the annual production value will be RMB 0.5 billion. The
second phase construction will be conducted in November, 2008, for which phase
a
land plot with the area of 130 Mu
will be
requisitioned so as to meet the designed annual production capacity of 60,000
tons of lead battery plates. The annual production value will be RMB 1.2
billion. The third phase construction for battery plates and lead-acid battery
assembly will be conducted in
October, 2009, for which
phase a land plot with an area of 200 Mu
will be
requisitioned so as to meet the designed production capacity of 85,000 tons
of
battery plates and its production value RMB 1.7 billion, the production value
of
lead-acid battery RMB 0.8 billion and the total annual production value for
the
Project RMB 2.5 million per year. Party A agrees that the Project will be
constructed in the Industrial Park. The aggregate area of the land plot is
about
400 Mu,
for
which the specific location begins 30 meters east along Huagong Road from the
entrance of 000 Xxxxx Xxxxxxx and ends at the distance of 700 meters from the
starting points (the final location shall be subject to the marks in the
red-line map). The land is for industrial use purpose. In order to clarify
the
obligations between Party
A
and Party B, both Parties have entered into the following agreement (the
“Agreement”):
1
| 1. |
Party
A agrees that Party B may station the Project of lead-acid battery
plates
and lead-acid battery assembly into the Industrial Park. All the
land
requisition fees for the first phase construction calculated on
the basis
of RMB 48,000 Yuan/Mu
shall be paid to Party A. Any excesses beyond that amount shall
be made up
by Party A, including but not limited
to:
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|
(a)
payment of the land compensation fee,
relocation fee, compensation for attachments and structures to
or green
crops on the land and moving fee;
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|
(b)
payment of relevant fees which shall be
submitted to central and provincial governments: tax on occupation
of
cultivated land, land use fee on the newly added construction
land,
reclaiming fee for cultivated land, flood-prevention funds,
management fee
for requisitioned land, expense of civil defense and cultural
relic;
|
|
(c)
expenses incurred during the process of the
land use right application in connection with the following
activities,
but not limited to: survey, site election, purchase of drawings,
geological hazard evaluation and reporting, covered mineral
resources
evaluation and reporting, compensation for water protection
facilities,
and vegetation recovery; and
|
| (d) other expenses incurred for obtaining the land use right approval of state-owned land of the Project. |
| The land leveling shall be borne by Party B. |
| 2. |
The
scope of land requisition
The
area of the land plot for the first phase
construction of the Project of Party B is about
70 Mu,
for which the specific location begins 30 meters
east along Huagong Road
from the entrance of 000 Xxxxx Xxxxxxx and ends
at the distance of 700
meters from the starting points (the final location
and area shall be
subject to the marks and records in the red-line
map).
|
| 3. |
Warranties
of Party B
|
|
(a)
The area of the requisitioned land for
the
Project shall be about 400 Mu.
The Project will be constructed within
the next four years. The area of
the requisitioned land for the first
phase
construction of the Project shall
be about 70
Mu.
The Project shall become operational
in October,
2007. The production capacity shall be
2,000 tons per month by September,
2008. The area of the requisitioned land
for the second phase construction
of the Project shall be about 130 Mu.
The second phase construction shall be
conducted in November, 2008 and
shall finally meet the designed annual
production capacity of 60,000 tons.
The third phase construction shall be
conducted in
2009. The annual production value shall
be
RMB 2.5 billion and the tax payment shall
be RMB 0.1 billion respectively
by
2011;
|
2
|
(b)
The Project construction, production
and
operation shall comply with the relevant
policies on state-owned land,
zoning, environmental protection
and
security;
|
|
(c)
In case Party B fails to start
the
construction on time within half
a year after completion of the
land
requisition, Party A is entitled
to repossess the land for
free.
|
| 4. |
Warranties
of Party A
|
|
(a)
In case Party B invests
and constructs the
Project according to
this Agreement, Party
A agrees to reserve the
land
for the second phase
construction of this
Project (about 130 Mu)
for Party B and to provide
such land to Party B
on the basis of the unit
price of the land used
for the first phase construction
of the Project,
i.e. RMB 48,000/Mu.
After Party B starts
the construction of the
land used for the first
phase
of the Project, Party
A shall apply for the
use right of the land
to be
used for the second phase
construction of the Project.
The location and
price of such land shall
be reserved till December,
2008. In case Party B
fails to requisition
the land and construct
it within the planned
geographic scopes or
within such time limit,
the location and price
of the
land shall not be reserved
according the aforesaid
stipulation. However,
considering such land
is reserved according
to the prices agreed
under
this Agreement, in case
such land is to be arranged
through price listing
and government industrial
development fund, Party
A shall provide partial
capital support. If Party
A fails to provide such
capital support, the
period of reserving such
land shall be extended
till October,
2009;
|
|
(b)
Party A shall complete
the relevant
administrative procedures
for Party B to station
the Project into
the
Industrial Park within
20 working days after
Party B has paid
the land
requisition fees
in full amounts.
Party A shall also
coordinate to solve
the relevant problems
arising from the
land requisition
to ensure that
Party B could start
the construction
as planned. Party
B shall station
into the Industrial
Park to start the
construction 20 working
days after
payment of the land
requisition
fees;
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3
|
|
(c)
Party B is entitled
to the favorable
policies on the
parts of value-added
tax and income
tax which are
reserved
by the local
authorities (three-year
tax holiday followed
by two-year 50%
reduction) according
to Circular Xxxx
Xx [2006]
No.1;
|
|
|
(d)
Party A shall
be liable
for compensation
and relocation
of people
who live
on the land
and assisting
Party B in
the
preparation
of the construction
of the Project,
including,
but not limited
to project
proposal,
state-owned
land use
right
approval;
|
|
|
(e)
Party
A warrants
that
it will
provide
access
of water,
electricity
and sewer
facilities
to the
Project
in the
Industrial
Park,
but establishment
of those
facilities
within
the boundary
of the
land
used
for the
Project
shall
be borne
by Party
B;
|
|
(f)
Party
A
shall
be
responsible
for
coordinating
to
solve
disputes
arising
from
the
construction,
production
and
operation
of
the
Project
so
as
to
provide
an
amicable
economic
environment
for
Party
B;
|
|
(g)
Party
A
shall
be
responsible
for
coordinating
with
the
relevant
authorities
such
as
zoning,
state-owned
land,
environmental
protection,
electricity,
construction
and
fire
control
authorities
to
ensure
that
the
Project
can
be
constructed
as
planned;
|
|
(h)
Party
A
shall
apply
for
the
land
requisition
on
behalf
of
Party
B
according
to
laws
after
receiving
the
application
documents
submitted
by
Party
B.
|
| 5. |
Party
B
intends
to
invest
in
the
Project
as
contemplated
by
the
Agreement.
In
case
Party
B
invests
and
constructs
the
Project
according
to
the
provisions
under
this
Agreement,
Party
A
shall
approve
such
Project.
Further,
Party
A
will
reserve
a
land
plot
of
200
Mu
situated
north
of
the
land
plot
used
for
the
first
and
second
phases
construction
of
the
Project
as
the
third
phase
construction
land
for
the
lead-acid
battery
assembly
Project
of
Party
B
and
provide
the
land
plot
to
Party
B
at
the
same
unit
price
of
the
land
used
for
the
first
phase
construction
of
the
Project,
i.e.
RMB
48,000/Mu.
The
location
and
price
of
such
land
shall
be
kept
and
reserved
till
October,
2009.
In
case
Party
B
fails
to
invest
and
construct
according
to
the
provision
herein,
Party
A
will
no
longer
be
required
to
provide
Party
B
with
land
according
to
the
above
location
and
price.
|
4
| 6. |
Method
of
Payment
According
to
the
unit
price
of
RMB
48,000/Mu,
the
land
requisition
fee
for
the
land
of
about
62.8995
Mu
to
be
used
for
the
first
phase
construction
shall
be
RMB
3,019,176
in
an
aggregate.
Party
B
shall
pay
the
whole
land
requisition
fee
to
Party
A
within
one
week
after
the
execution
of
this
Agreement.
Party
A
shall
coordinate
with
the
relevant
provincial
and
municipal
authorities
with
respect
to
the
process
of
requisition
of
the
land
to
be
used
for
the
Project
and
also
assist
in
solving
problems
in
connection
with
to
the
relocation
of
peasants
who
own
the
land
collectively
including
their
compensation
to
ensure
that
Party
B
can
start
the
construction
for
the
Project
on
time.
Party
A
shall
get
the
Land
Use
Certificate
of
State-owned
Land
within
three
months
after
receiving
the
whole
land
requisition
fee
from
Party
B.
Moreover,
Party
A
will
lease
to
Party
B
a
land
plot
with
an
area
of
5.892
Mu
in
front
of
the
land
used
for
the
first
phase
construction
at
the
price
of
RMB
10,000/Mu.
Party
B
will
use
such
land
for
the
construction
of
factory
building.
Party
A
will
also
transfer
such
land
to
Party
B
at
the
price
of
48,000/Mu
in
the
future.
Neither
Party
A
shall
claim
for
ownership
to
the
factory
building
nor
interfere
with
the
production
and
operation
of
Party
B
thereafter.
|
| 7. |
Liability
for
Breach
of
Agreement
|
|
(a)
In
case
Party
B
fails
to
make
payment
on
time,
it
shall
compensate
Party
A
two
times
of
the
bank
loan
interests
for
the
same
period
every
month
in
delay
on
the
basis
of
the
total
amounts
payable
by
Party
B.
In
case
Party
A
fails
to
deliver
the
land
to
Party
B
for
use
on
time,
it
shall
compensate
Party
B
two
times
of
the
bank
loan
interests
for
the
same
period
every
month
in
delay
on
the
basis
of
the
total
amounts
which
have
already
been
paid
by
Party
B.
|
|
(b)
In
case
Party
A
fails
to
get
the
Land
Use
Certificate
of
State-owned
Land
on
time
after
Party
B
fully
pays
the
land
requisition
fee
in
accordance
with
this
Agreement,
all
losses
incurred
therefrom
shall
be
born
by
Party
A.
In
case
the
losses
can
not
be
quantified,
Party
B
is
entitled
to
require
Party
A
to
pay
RMB
2,000,000
in
one
installment
as
compensation.
In
addition,
Party
B
is
entitled
to
terminate
the
Agreement.
|
5
|
(c)
Party
A
warrants
that
there
is
no
risk
that
Party
B
cannot
get
the
Real
Estate
Certificate
due
to
Party
A’s
reasons,
especially
by
the
reason
that
factory
buildings
of
Party
B
are
built
on
the
leased
land
of
Party
A.
In
case
the
Real
Estate
Certificate
could
not
be
obtained
due
to
such
reasons,
Party
A
shall
pay
RMB
2,000,000
to
Party
B
as
compensation.
In
case
the
Real
Estate
Certificate
cannot
be
obtained
exceeding
90
days
after
the
occurrence
of
the
above-mentioned
event,
it
shall
be
deemed
that
the
Real
Estate
Certificate
cannot
be
obtained
and
Party
A
will
be
liable
for
losses
Party
B
suffers.
The
date
on
which
the
above
event
occurs
shall
be
determined
through
on-site
witness
by
lawyers
named
by
Party
B
to
the
relevant
authorities
and
the
witnessed
documents
shall
be
legally
binding
documents.
|
|
(d)
In
case
Party
A
fails
to
coordinate
to
solve
the
relevant
problems
in
connection
with
the
industrial
park
zoning,
state-owned
land,
environmental
protection,
construction,
consumption,
electricity
and
affiliated
facilities,
thus
causing
economic
damages
to
Party
B,
Party
A
shall
be
liable
for
all
the
economic
losses
Party
B
suffers.
|
| 8. |
The
Agreement
shall
take
into
effect
upon
execution
by
both
parties.
After
Party
B
has
established
a
new
company
for
such
Project,
Party
B’s
rights
and
obligations
under
this
Agreement
shall
be
transferred
to
the
new
company,
Party
A
hereby
acknowledges
the
validity
of
such
transfer.
Party
A
shall
issue
invoice
for
requisition
of
the
land
to
the
new
company
directly.
|
| 9. |
Any
other
matters
not
covered
under
this
Agreement
shall
be
resolved
through
consultation
by
both
parties.
|
| 10. |
This
Agreement
shall
be
executed
in
six
original
sets
with
equal
legal
effect.
Each
party
shall
hold
three
original
sets.
|
| 11. |
Supplement:
The
area
of
the
land
requisitioned
for
the
first
phase
construction
under
this
Agreement
has
been
adjusted
to
68.7915
Mu
and
the
acquisition
price
of
land
use
right
has
been
adjusted
to
RMB
3,301,992.
|
Party
A:
Administrative
Committee
of
Hunan
Hengyang
Songmu
Industrial
Park
(Official
Seal)
Date:
April 15, 2007
Party
B: Shenzhen
Ritar Power Co., Ltd.
(Corporate
Seal)
/s/
Jiada
Hu
Name:
Jiada Hu
Date:
April 15, 2007
6
