EXHIBIT 10.1
Assignment Contract of State-owned Land Use rights in Beijing
Printed by Beijing Municipal Administration
of State Land, Resources and Housing
The two parties concerned:
Assignor: Beijing Municipal Administration of State Land, Resources
and Housing
Legal address: 1 Nanwanzi Hutong, Nanheyan Street, Dongcheng District,
Beijing
Mailing address: 1 Nanwanzi Hutong, Nanheyan Street, Dongcheng District,
Beijing
Zip code: 100006
Legal representative: Miao Leru
Title: Director general
Assignee: Beijing Dahua Garden Real Estate Development Ltd.
Legal address: Lutuan Village, Beiqijia Town, Changping District, Beijing
Mailing address: box 6383, Beijing
Zip code: 102209
Legal representative: Du Yonglin
Title: President
Chapter I
General Provisions
1. This contract is enacted in accordance with the Land Administration Law
of the People's Republic of China (hereinafter abbreviated as Land
Administration Law), the Urban Real Estate Administration Law of the People's
Republic of China (hereinafter abbreviated as Real Estate Administration Law),
Provisional Regulations for Urban State-owned Land Use rights Assignment and
Transfer of the People's Republic of China (hereinafter abbreviated as the
Provisional Regulations), Implementing Method for Provisional Regulations for
Urban State-owned Land Use rights Assignment and Transfer of the People's
Republic of China (hereinafter abbreviated as the Implementing Methods) and
other relevant laws, regulations, rules of the State and the Municipality for
the purpose of defining the rights and interests of the assignor and assignee
based on equal, freewill and compensated principles.
2. For the land, of which the land use rights is acquired through assignment
according to this contract, the land ownership belongs to the People's Republic
of China. For the land, the State and government have the right of jurisdiction
and executive power awarded by the law, have other rights stipulated in the
laws, regulations, rules of the People's Republic of China that should be
executed by the State and other necessary rights and interests for the need of
social public interest. Underground resources, objects buried underground,
hidden articles and public utilities of the municipal administration are not
in the range of this land use rights assignment.
Chapter II
Assigning Mode of the Land Use rights
3. Assigning mode: Agreement
Chapter III
Land conditions
4. Land location: Lutuan Village, Beiqijia Town, Changping District, Beijing
5. Land type: Independent land
6. Assignment area of the land is 59691.02 square meters. See detailed
situation about the location and the four boundaries in attached drawing of
this contract. Planned total building area on the assigned land is 36430.08
square meters. The above ground planned building area is 27019.88 square
meters and the underground planned building area is 9410.20 square meters.
The exact area of the above said items shall be fixed through the measuring
results of the departments of Municipal Administration of State Land,
Resources and Housing after the Project has been completed. The attached
drawing has been sealed and confirmed by the assignor and assignee.
7. Use of the land plan: Residential and commercial purpose.
8. Duration of assignment of the land use rights: Land use rights are seventy
years for residential purpose and forty years for commercial purpose. The
time shall be count from the date of execution of this contract.
Chapter IV
Land fees and type of Payment
9. The land price of this contract includes the assignment fee of the land use
rights. The land price standard for assigning the land use rights of this
land are as follows: ground assignment fee is 300 yuan/square meter for
residential purpose, 300 yuan/square meter for commercial purpose. The
assignee shall pay RMB seventeen million, nine hundred and seven thousand,
three hundred and six (17,907,306) yuan land price for the land, which
constitutes RMB seventeen million, nine hundred and seven thousand, three
hundred and six (17,907,306) yuan of the assignment fees for the land use
rights.
10. The assignee shall pay the land price according to the following time
limit: The assignee must pay 15% of the total land price to the assignor
on the date of execution of this contract, i.e. RMB two million six
hundred eighty-six thousand ninety-six (2,686,096) yuan, as deposit for
implementing this contract. The deposit could be used to offset the land
price. The remained land price, i.e. RMB fifteen million two hundred
twenty-one two hundred and ten yuan, shall be paid up within 180 days
after the signing of this contract. And in addition to paying the land
price, the assignee shall pay fees on use of funds of the remained land
price at an interest rate of 0.2% per month from the 61st day after the
signing of this contract to the 180th day.
11. The assignee is obligated to pay the land price. The assignee shall
transfer the sum of money required in this contract to the designated
bank account of the assignor or pay in check within the period
stipulated in the contract.
Deposit bank of the assigning party: Bank of Communications Beijing
Branch's Dongdan Branch
Account name: Beijing Municipal Administration of State Land,
Resources and Housing
RMB account No.: 06019401 2015050055
Deposit bank of the assignee: Bank of Communication Beijing Branch's
Dongdan Branch
Beijing name: Beijing Dahua Garden Real Estate Development Ltd.
RMB account No.: 8598
If the assignor's bank account has any change, please notify the assignee
in written form within 10 days after the change; the assignee shall not
bear any delay charge responsibilities resulting from a delayed payment
due to untimely notice of the assignor.
12. The assignee shall pay other relevant taxation according to law in
addition to the land price stipulated in the Article 11 of this contact.
Chapter V
Land use rights and the alternation of it
13. Within 30 days from the date the assignee shall have paid RMB seven
million one hundred sixty-two thousand nine hundred twenty-two yuan, if
the assignee applies for and obtains approval, the assignor may issue a
temporary State-owned Land Use Certificate of the People's Republic of
China to the assignee.
14. Within 30 days after the assignee has paid up the entire land price, the
assignor party shall issue the State-owned Land Use Certificate of the
People's Republic of China to the assignee.
15. After having obtained the state-owned land use rights legally, the
assignee could assign (including sale, exchange, gratuitous transfer),
lease and mortgage the land use rights to others or for other economic
activities. The lawful rights and interests are under the protection of
the laws of the State.
16. The land use rights of the range of use shall accompany the assignment
of the above-ground buildings and the ownership of other attachments of
the assignee. The useful life of the land of the assignee in the
assignment is the remaining years of the contract (the agreed useful
years of this contract minus the years having been used equals the
remaining years). The assignee shall go to relevant department of the
Administration of State Land, Resources and Housing to complete
ownership transfer registration of land use rights, buildings and other
attachments within 60 days of the signing of the contract.
17. The following conditions must be met before any assignment:
(1) The land price is paid in full and State-owned Land Use Certificate
of the People's Republic of China is obtained;
(2) The land is developed and used according to the time and conditions
stipulated in the contract. The development and construction investment
of housing construction project shall not be less than 25% of the total
amount of the project (exclude the land price); large scale land
development shall form the condition of land use for industrial purpose
or other conditions of land use for construction.
18. The assignee shall sign written agreement when leasing and mortgaging
the property and land use rights. The content of the lease or mortgage
agreement signed with the tenant or mortgagee shall not violate relevant
stipulations of this contract; and complete registration procedures with
relevant departments of the Administration of State Land, Resources and
Housing with 30 days of signing the lease or mortgage agreement. The
assignee shall carry out this contract further after the rent or
mortgage.
Chapter VI
Time limit for the investment development
19. The assignee shall begin the construction according to the approved plan
design drawing and construction design drawings within 180 days after
the signing of the contract; and shall accomplish not less than 9108
square meters amount of work before July 30, 2003.
20. The assignee shall complete the project before October 30, 2003. If the
assignee really has difficulty to begin the construction according to the
above said requirements for the particularity, due to complication or
excessive scale of the project, the assignee may apply for a construction
or completion postponement with the assignor. The construction could only
be delayed after getting approval, but the delayed period could not exceed
360 days.
21. If the assignee does not begin construction within one year after the
start date agreed upon in the contract, the assignee shall pay vacant land
tax to the assignor and the amount is equal to 20% of the land use rights
assignment fee; if the assignee does not begin construction within two
years, the assignor may reclaim the land use right without compensation,
except for the following reasons for delay: force majeure, the action of
relevant departments of the government or delay caused by the early stage
work.
Chapter VII
Urban plan and the infrastructure requirements of the municipality
22. The assignee shall use the land according to the land use and plan
conditions stipulated in Annex I. The assignee shall make application in
advance if there is need to change the use of land and conditions of use.
After approval by the assignor and the Urban Plan Administration, both
parties shall sign an amendment to the land use rights assignment or sign
a new land use rights assignment contract, adjust the land price and
completer registration procedures for such amendment.
23. The People's Government of Beijing reserves the urban planning design
right of the land. The existing buildings shall not be affected by the
alternation of the original land use plan. But if the assignee applies
to renew the term of land use rights upon expiration, or when the
assignee rebuild on the land within the land use term, it shall be
executed according to the plan then in effect. If the assignee is
affected by the change of the plan, the government shall not be
responsible for compensating the assignee for any effects resulting from
the change in planning.
24. Assignee shall obtain consent from competent authorities over the land
for disposition of the existing facilities in the assigned land. As for
infrastructure construction outside the assigned land, such as roads,
water supply, electricity supply, gas supply, heat supply,
telecommunications and sewage, etc., the assignee shall entrust
specialized competent authorities to make construction plans, which
shall be confirmed by the competent authority in charge of urban plan.
25. The assignee shall complete application procedures for introducing water
mains, and electricity, gas, heat, telecommunication, sewage systems and
other facilities as well as the interface of main pipelines during the
period of construction, and shall pay for relevant fees.
26. During the period of construction in the land, if the sewers, water ways,
electric cables, other pipelines or buildings in neighboring land lot are
destroyed owning to the construction, the assignee or its entrusted
construction unit shall be responsible for repairing in time or rebuilt;
and they shall also bear all the costs resulting from the repair project.
27. The assignee shall keep the public utilities inside or in the neighboring
area of the land lot within the useful life of the land use in order to
avoid losses, or else, the assignee shall bear all the costs resulting
from the repair project.
Chapter VIII
Administration requirements for urban construction
28. The assignee shall use the land and carry out construction in accordance
with relevant rules and regulations of the State and our city involving
such city construction administration aspects as landscaping, city
appearance, sanitation, environmental protection, fire safety and traffic.
29. The assignee shall assure easy access for administrative personnel,
policemen, firemen, rescue workers and their equipment, vehicles used in
emergency conditions for emergency rescue. The assignee should allow
easement for various pipelines built by the government for the need of
public service to run through the green area and other areas of the
assigned land.
30. During the term of the land use rights, the assignor has the right to
supervise the land use condition within the range of the assigned land,
the assignee shall not refuse or obstruct.
31. The assignee shall not occupy any land outside the red line for any
reason without authorization (including piling up goods and equipment), or
else, the assignee shall be punished for taking up land illegally.
Chapter IX
Termination of the land use rights
32. If the assignee wants to use the land continuously when the time limit
stipulated in the contract expires, the assignee shall make an application
at least one year before the expiration date; if the assignee does not
apply for a renewal of terms or the application is not approved, the
assigning party could reclaim the land use rights without compensation.
33. The land use rights shall terminate automatically for the following
reasons: the assigned period of time stipulated in the contract expires;
the assignee does not apply for renewal of the contract or the application
is not approved; the land use rights are claimed back according to law
ahead of time or the loss of the land. The termination procedure shall be
completed according to relevant regulations of the State and Beijing
Municipality.
Chapter X
Legal responsibility
34. If the assignee does not pay the land price according to Article 9 and
10 of this contract, an overdue fine shall be paid to the assignor from
the due date stipulated in the contract to the date of actual payment.
The fine for one day delay is 2.1/10,000 of the overdue fee amount. If
the land price is paid more than 60 days later, the assignor shall not
refund the deposit and have the right to cancel this contract as well as
require a compensation for breaching the contract.
35. If the assignor does not provide the land use rights according to the
stipulation of this contract, it shall refund the deposit to the
assignee; the assignee has the right to cancel this contract and require
a compensation for breaching the contract.
36. The execution, validity, interpretation, implementation and dispute
resolution of this contract shall be governed by the laws of the People's
Republic of China and is under the legal protection and jurisdiction of
the State.
37. The two parties shall fulfill their respective obligations according to
this contract; abide by relevant laws and regulations of the State and
Beijing Municipality self-consciously. If there is any dispute, the two
parties shall negotiate friendly to settle it. Should the effort to
resolve a dispute fail, the parties may bring legal action at a people's
court of competent jurisdiction.
Chapter XI
Force majeure
38. Any of the party shall not be held responsible for the nonperformance,
in whole or in part, of the contract owing to an event of force majeure.
However, all necessary remedial measures shall be taken to minimize the
losses resulted from the force majeure if the condition is permissible.
39. The party affected by the event of force majeure shall notify the other
party in written form (letter, telegraph, telex or fax) within 3 days
after the event of force majeure ceases, and submit a report to explain
the reason for not being able to perform or delayed performance in
whole or in part of the contract within 10 days after the event of force
majeure.
Chapter XII
Supplementary Provisions
40. This contract shall come into force after signed by the duly authorized
legal representatives or authorized proxies and affixed with the official
seal of the unit of the legal representative.
41. The two parties could formulate additional written agreement for matters
not stipulated in this contract as annex of this contract.
42. The annex and attached drawing are integral parts of this contract and
have the same legal effect as this contract.
43. This contract is made out in two originals, each party hold one original;
there are three copies of the contract, each of the two parties and the
housing and land administration where the land located holds one. The
two originals and three copies of the contract have the same legal
effect.
44. Beijing Municipal Administration of State Land, Resources and Housing
reserves the right to interpret this contract.
Assignor:
Beijing Municipal Administration of State Land, Resources and Housing (Seal)
/s/ Miao Leru
- -------------------------------
Miao Leru, Legal representative
Assignee:
Beijing Dahua Garden Real Estate Development Ltd. (Seal)
/s/ Du Yonglin
- --------------------------------
Du Yonglin, Legal representative
Annex I
Conditions for land use and plan
1. The use of the land plan: residential purpose, commercial purpose
2. Planned floor area: 74464.9 square meters
Land area used for construction: 59691.02 square meters
Land area of agent collection: 14773.88 square meters
Total planned building area: 36430.08 square meters
Above ground building area: 27019.88 square meters
Underground building area: 9410.20 square meters
3. Assigned land area: land for residential purpose is X square meters;
land for commercial purpose is 59691.02 square meters
Total assigned building area: 36430.08 square meters
Above ground building area: 27019.88 square meters
Underground building area: 9410.20 square meters
4. Volumetric fraction: implement according to the approved plan
5. Structural depth: implement according to the approved plan
6. Drop-back requirements for buildings: implement according to the
approved plan
7. Space between buildings: implement according to the approved plan
8. Green level: implement according to the approved plan
9. Architectural art: implement according to the approved plan
10. Position of the entrance and the exit: implement according to the
approved plan
11. Building requirements for the parking lot: implement according to the
approved plan
12. Relief height: implement according to the approved plan