Contract for Assignment of the Right to the Use of State-owned Construction Land

The parties hereto:

Assignor:          Bureau,          City (County),          Province (autonomous region, municipality), the People’s Republic of China;

Correspondence address:                                                           ;

Postal code:                                                                     ;

Tel:                                                                            ;

Fax:                                                                           ;

Opening bank:                                                                           ;

Account No.:                                                                    ;

Assignee:                                                                       ;

Correspondence address:                                                           ;

Postal code:                                                                     ;

Tel:                                                                            ;

Fax:                                                                            ;

Opening bank:                                                                   ;

Account No.:                                                                    ;

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Chapter 1 General Provisions

Article 1. In accordance with Real Right Law of the People's Republic of China, Contract Law of the People's Republic of China, Land Administration Law of the People's Republic of China, Law of the People's Republic of China on Administration of Urban Real Estate, relevant administrative regulations and land supply policy, both parties conclude this contract under the principle of equality, voluntariness, equal value exchange and good faith.

Article 2. The ownership of assigned land shall belong to the People’s Republic of China. In case Assignor assigns the right to the use of state-owned construction land authorized by laws, underground resources and hidden property shall be outside the assignment scope of the right to the use of state-owned construction land.

Article 3. Assignee shall enjoy the rights to the possession, use, profit and legal disposal of state-owned construction land obtained in accordance with laws during the period of assignment, and shall be entitled to use this land for constructing building, structure and ancillary facilities in accordance with laws.

Chapter 2 Delivery of Assigned Land and Payment of Assignment Price

Article 4. The assigned land parcel no. under this contract shall be         , the total area of the land parcel shall be capitalized as         square meters (        square meters in lowcase letters).

The assigned land parcel under this contract shall be located at                            

The plane boundary of assigned land parcel under this contract shall be                     

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                                                                               ;

For the diagram for the plane boundary of assigned land parcel, see Annex 1.

The vertical limit of assigned land parcel under this contract shall employ                  

         as upper limit, and employ                            as lower limit, with the height difference of              meters. For the vertical boundary of assigned land parcel, see Annex 2.

The spatial range of assigned land parcel shall be the spacial range enclosed by the vertical surface consisting of the above boundary points and the elevation plane between upper limit and lower limit.

Article 5. The uses of assigned land parcel under this contract shall include                  

                                                                               .

Article 6. Assignor agrees to deliver assigned land parcel to Assignee before     (month)     (date)    (year). Assignor agrees that this land parcel should meet the land conditions stipulated in Item     of this article upon delivery of land:

6.1  The leveling of land shall meet                                                   

                                                                               ;

The surrounding infrastructure shall meet                                                 

                                                                               ;

6.2  Present land conditions                                                 

                                                                               ;

Article 7. The term of assignment of the right to the use of state-owned construction land under this contract shall be     years from the date of land delivery stipulated in Article 6. In case follow-up assignment formalities need to be handled due to appropriation (lease) of the right to the use of state-owned construction land, the term of assignment shall be valid from the date of contract.

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Article 8. The total assignment price of the right to the use of the state-owned construction land of land parcel under this contract shall be capitalized as                    RMB (         in lowcase letters), and the average assignment price per square meter shall be capitalized as                    RMB (         in lowcase letters).

Article 9. The deposit of land parcel under this contract shall be capitalized as                    RMB (        in lowcase letters), and shall be balanced against the price.

Article 10. Assignee agrees to pay Assignor the assignment price of the right to the use of state-owned construction land according to Item     of article 10.1:

10.1 Assignee shall pay off the assignment price of the right to the use of state-owned construction land in one lump sum within     days from the date of this contract;

10.2 Assignee shall pay Assignor the assignment price of the right to the use of state-owned construction land in     installments as per the following date and amount.

The first installment: RMB                            in capitalization (RMB        

in lowcase letters), date of payment: before     (month)     (date)     (year).

The second installment: RMB                            in capitalization (RMB        

in lowcase letters), date of payment: before     (month)     (date)     (year).

The       installment: RMB                            in capitalization (RMB        

in lowcase letters), date of payment: before     (month)     (date)     (year).

The       installment: RMB                            in capitalization (RMB        

in lowcase letters), date of payment: before     (month)     (date)     (year).

In case of paying the assignment price of the right to the use of state-owned construction land by installments, Assignee shall agree to pay Assignor interest according to the loan interest rate released by the People’s Bank of China on the date of payment of land assignment price in the first installment while paying assignment price of the right to the use of state-owned construction land in the second installment and in later installments.

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Article 11. Assignee shall apply for registration on the assignment of the right to the use of state-owned construction land by holding this contract and relevant certificates such as assignment price payment evidence, etc. after paying off all the assignment price of this land parcel according to this contract.

Chapter 3 Land Development, Construction and Utilization

Article 12. Assignee agrees that the development and investment intensity of land parcel under this contract shall be performed according to Item     of this article:

12.1 The land parcel under this contract shall be used for industrial project construction. Assignee agrees that the total investment for fixed assets of the land parcel project under this contract shall not be less than approved or registrated amount RMB                           in capitalization (RMB              in lowcase letters), the investment intensity shall not be less than                          in capitalization (RMB              in lowcase letters) per square meter. The total investment for fixed assets of land parcel construction project under this contract shall include building, structure, ancillary facilities, equipment investment, assignment price and so on.

12.2 The land parcel under this contract shall be used for non-industrial project construction. Assignee promises that the total investment for development of the land parcel under this contract shall not be less than                          in capitalization (RMB              in lowcase letters).

Article 13. In case Assignee newly constructs building, structure and ancillary facilities within the land parcel under this contract, the planning conditions for land parcel assignment confirmed by prefecture-level (county-level) government planning and management department shall be met (see Annex 3). Including:

Main building status                                                      ;

Ancillary building status                                                   ;

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The total building area shall be                                              square meters;

The building plot ratio shall not be greater than             or not be less than              ;

The building height limit shall be                                                     ;

The building density shall not be greater than             or not be less than               ;

The greening rate shall not be greater than               or not be less than                ;

Other land utilization requirements                                                   ;

Article 14. Assignee agrees that the supporting measures for construction of the land parcel under this contract shall be implemented according to Item     of this article.

14.1 The land parcel under this contract shall be used for construction of industrial project. In accordance with the conditions confirmed by planning department, the floor area of the land used for internal administration office and living service facilities within the assigned land parcel under this contract shall not exceed     percent of the area of assigned land parcel, (i.e. less than      

square meters), and the building area shall not exceed          square meters. Assignee agrees not to construct non-production facilities such as residential apartment, expert building, hotel, guest house, training center, etc. within assigned land parcel;

14.2 The land parcel under this contract shall be used for construction of housing project. In accordance with the conditions confirmed by planning department, the total units of constructed housing within the assigned land parcel under this contract shall not be less than        units. The units of housing with the building area of less than 90 square meters shall be not less than

       units, and the housing type shall be                     . The proportion of the area of the housing with the type of less than 90 square meters within the land parcel under this contract to the total area of developed and constructed housing within land parcel shall not be less than       

percent. For any supporting government-subsidized housing such as low-income housing, low-rent housing, etc. within land parcel under this contract, Assignee agress to implement the      method under this item after completion of construction:

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1.      Transferred to the government;

2.      Bought back by the government;

3.      Pursuant to relevant government regulations on management for construction and sale of low-income housing;

4.                                                                   ;

5.                                                                   .

Article 15. Assignee agrees to simultaneously repair and build the following engineering supporting projects within the land parcel under this contract and transfer them to the government for free after completion of construction:

15.1                                                         ;

15.2                                                         ;

15.3                                                         .

Article 16. Assignee agrees that the construction project for the land parcel under this contract shall be started before     (month)     (date)     (year), and be completed before    (month)

     (date)      (year). In case of failure to start the construction project on schedule, Assignee shall apply to Assignor for construction delay 30 days in advance. In case Assignor agrees on construction delay, the completion date of the project shall be extended accordingly, but construction delay period shall not exceed one year.

Article 17. When Assignee carries out construction within the land parcel under this contract, the interface and introduction projects for the facilities such as water supply, gas supply, sewage, etc. and external main pipeline and power and transformer station shall meet relevant regulations.

Assignee agrees that various pipes and pipelines laid by the government that are necessary for utilities shall get in and out of, pass and go through assigned land parcel; but in the event that this influences on the use functionsof land parcel, the government or main utilities building body shall give reasonable compensation.

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Article 18. Assignee shall utilize the land according to the land uses and plot ratio stipulated hereof, without any change. In case the land uses stipulated hereof need to be changed during the period of assignment, both parties shall agree to obey Item      of this article.

18.1 Assignor shall regain the right to the use of construction land on a paid basis;

18.2 The formalities on approval for land use change shall be handled according to laws. An agreement on change of contract for assignment of the right to the use of state-owned construction land shall be concluded, or a contract for assignment of the right to the use of state-owned construction land shall be renewed. Assignee shall make a supplementary payment of the assignment price of the right to the use of state-owned construction land as per the difference between the evaluated market price of the right to the use of construction land under new land uses upon change of approval and the evaluated market price of the right to the use of construction land underoriginal land uses, and handle land change registration formalities.

Article 19. The government shall reserve the right to the planning and adjustment of land parcel under this contract during the period of use of the land parcel under this contract. In case of any modification of original plan, existing buildings within this land parcel shall not be influenced. However, the alteration, renovation and reconstruction of building, structure and ancillary facilities within this land parcel during the period of use or upon expiration and application for renewal shall be performed according to valid plan at that time.

Article 20. Assignor shall not regain the right to the use of state-owned construction land legally obtained by Assignee before expiration of the term stipulated hereof. In case the right to the use of state-owned construction land need to be regained in advance for the sake ofsocial public benefit under special circumstance, Assignor shall apply for approval according to legal procedures, and give land user compensation according to the value of ground building, structure and ancillary facilities, the evaluated market price of the right to the use of state-owned construction land during remaining term and the evaluated direct loss.

Chapter 4 Transfer, Lease and Mortgage of Right to the Use of State-owned Construction Land

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Article 21. In case Assignee is entitled to transfer, lease and mortage the right to the use of state-owned construction land under this contract in whole or in part after paying all the assigment price of the right to the use of state-owned construction land according to this contract and getting the certificate for the use of state-owned land, the conditions stipulated in Item      of this article shall be met:

21.1 More than 25 percent of total development investment has been completed during investment for development according to this contract;

21.2 Industrial land or other construction land conditions have come into being during investment for development according to this contract.

Article 22. The contract for transfer, lease and mortgage of the right to the use of state-owned construction land shall not inviolate national laws, regulations and this contract.

Article 23. After the right to the use of state-owned construction land is transferred in whole or in part, the rights and obligations stated hereof and land registration document shall be transferred accordingly. The term of the right to the use of state-owned construction land shall be the remaining term after the term used is subtracted from the term stipulated hereof.

Article 24. In case of transfer or mortage of the right to the use of state-owned construction land, both parties shall go to state-owned land resources management department to apply for land change registration by holding this contract, corresponding transfer or mortgage contract and the certificate for the use of state-owned land.

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Chapter 5 Expiration

Article 25. In case of continuing using the land parcel under this contract upon expiration of the term stipulated hereof, land user shall submit renewal application to Assignor within one year before expiration of term. Unless the land parcel under this contract need to be regained for the sake ofsocial public benefit, Assignor shall give approval.

The right to the use of housing construction land shall be automatically renewed upon expiration.

In case Assignor agrees on renewal, land user shall handle formalities for the paid use of land such as assignment, lease, etc. according to law, renew a contract for the paid use of land assigned, leased, etc., and pay the expenses for the paid use of land such as land assignment price, rent, etc..

Article 26. In case land user’s application for renewal upon expiration of term of land assignment fails to be approved for the sake of social public benefit, land user shall return the certificate for the use of state-owned land, and handle formalities for registration of annulment the right to the use of state-owned construction land according to provisions; Assignor shall regain the right to the use of state-owned construction land on a free basis. Assignor and land user agree that the building, structure and ancillary facilities within the land parcel under this contract shall be performed according to Item      of this article:

26.1 Assignor shall regain ground building, structure and ancillary facilities, and give corresponding compensation to land user according to the residual value of ground building, structure and ancillary facilities upon regaining.

26.2 Assignor shall regain ground building, structure and ancillary facilities on a free basis.

Article 27. In case land user fails to apply for renewal upon expiration of term of land assignment, land user shall return the certificate for the use of state-owned land, and handle formalities for registration of annulment the right to the use of state-owned construction land according to provisions; Assignor shall regain the right to the use of state-owned construction land on a free basis.

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Assignor shall regain the ground building, structure and ancillary facilities within the land parcel under this contract on a free basis. Land user shall maintain the normal use functions of the ground building, structure and ancillary facilities, without any artificial damage. In case the ground building, structure and ancillary facilities lose normal use functions, Assignor shall require land user to move or remove the ground building, structure and ancillary facilities, and restore field leveling.

Chapter 6 Force Majeure

Article 28. In case of failure to execute this contract in part or in whole due to force majeure, either of the parties hereto shall be relieved from liability, but take all the necessary remedial measures subject to the conditions, in order to reduce any loss caused by force majeure. Any force majeure event that occurred during either party delays the execution shall not relieve the party from liability.

Article 29. Either party that encounters force majeure event shall notify the other party of the force majeure event in written form such as letter, telegram, fax, etc. within 7 days, and submit a report and certificate for failure to execute this contract in whole or in part or delay of the execution of this contract to the other party within 15 days after occurrence of force majeure.

Chapter 7 Liabilities for Breach of Contract

Article 30. Assignee shall pay the assignment price of the right to the use of state-owned construction land on schedule according to this contract. In case of failure to pay the assignment price of the right to the use of state-owned construction land on schedule, Assignee shall pay Assignor          thousandth (s) of delayed payment amount per day as penalty from the date of

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late payment. In the event that Assignee still fails to pay the assignment price of the right to the use of state-owned construction land after payment has been delayed for more than 60 days and Assignor has pressed for payment, Assignor shall be entitled to terminate the contract, Assignee shall have no claim on repayment of deposit, and Assignor shall ask Assignee to compensate for loss.

Article 31. In case Assignee puts an end to the investment and construction of this project due to its own reasons, gives a notice of termination of this contract to Assignor and requires returning the land, Assignor shall return all the or a part of assignment price (free of interest) of the right to the use of state-owned construction land except for the deposit stipulated hereof respectively according to the following arrangements and regain the right to the use of state-owned construction land, after applying to the people’s government that originally approves land assignment scheme for approval. Compensation may not be given for the constructed building, structure and ancillary facilities within the land parcel. Assignor also can require Assignee to clear away the constructed building, structure and ancillary facilities, in order to restore site leveling. But in case of continuing utilizing the constructed building, structure and ancillary facilities within this land parcel, Assignor shall grant a certain compensation to Assignee.

31.1 In case Assignee gives Assignor a no-less-than-60-days notice of application prior to one year after expiration of the construction commencement date stipulated hereof, Assignor shall return paid assignment price of the right to the use of state-owned construction land to Assignee after deducting deposit;

31.2 In case Assignee gives Assignor a no-less-than-60-days notice of application prior to two years within more than one year and less than two years after the construction commencement date stipulated hereof, Assignor shall return the remaining paid assignment price of the right to the use of state-owned construction land to Assignee after deducting the deposit stipulated hereof and collecting the charge for idle land according to provisions.

Article 32. In case the land has been idle for more than one year and less than two years due to Assignee’s reasons, Assignee shall pay the charge for idle land according to law. In case the land has been idle for two years and the construction hasn’t been commenced, Assignor shall be entitled to regain the right to the use of state-owned construction land on a free basis.

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Article 33. In case of failure to commence construction according to the date stipulated hereof or delay of the construction on the date subject to a separate agreement, Assignee shall pay Assignor thousandth (s) of total assignment price of the right to the use of state-owned construction land per day as penalty. Assignor shall be entitled to ask Assignee to continue executing the contract.

In case of failure to complete construction according to the date stipulated hereof or delay of the construction on the date subject to a separate agreement, Assignee shall pay Assignor         

thousandth (s) of total assignment price of the right to the use of state-owned construction land per day as penalty.

Article 34. In case total investment for fixed assets, investment intensity and total investment for development fail to meet the standard stipulated hereof, Assignor shall ask Assignee to pay the assignment price of the right to the use of state-owned construction land as penalty in the same proportion according to the proportion of actual difference to arranged total investment and investment intensity index, and be entitled to ask Assignee to continue executing this contract.

Article 35. In case any index such as building plot ratio, building density, etc.is less than the lowest standard stipulated hereof, Assignor shall ask assignee to pay the assignment price of the right to the use of state-owned construction land as penalty in the same proportion according to the proportion of actual difference to the arranged lowest standard, and be entitled to ask Assignee to continue executing this contract. In case any index such as building plot ratio, building density, etc.is greater than the highest standard stipulated hereof, Assignor shall be entitled to regain the part with the area of greater than the arranged highest standard, and be entitled to ask Assignee to pay the assignment price of the right to the use of state-owned construction land as penalty in the same proportion according to the proportion of actual difference to the arranged standard, and be entitled to ask Assignee to pay the assignment price of the right to the use of state-owned construction land as penalty in the same proportion according to the proportion of actual difference to the arranged standard.

Article 36. In case any index such as the greeing rate of industrial construction project, the proportion of the land for internal administration office and living service facilities, the building area of the land for internal administration office and living service facilities, etc. exceeds the

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standard stipulated hereof, Assignee shall pay Assignor         thousandth (s) of the assignment price of the land parcel as penalty, and dismantle corresponding greening and building facilities at its own cost.

Article 37. In case Assignee pays the assignment price of the right to the use of state-owned construction land stipulated hereof, Assignor must deliver the assignment land on schedule according to this contract. In case Assignee delays the possessionof the land parcel under this contract due to Assignor’s failure to provide assignment land on schedule, Assignor shall pay Assignee         thousandth (s) of paid assignment price of the right to the use of state-owned construction land per day as penalty. The term of land use shall be valid from the date of actual delivery of land. In case Assignor has delayed the delivery of land for more than 60 days, and still fails to deliver the land after Assignee presses for payment; Assignee shall be entitled to terminate the contract, Assignor shall repay the deposit in double, and return the rest of paid assignment price of the right to the use of state-owned construction land. Assignee shall ask Assignor to compensate for loss.

Article 38. In case Assignor fails to deliver the land on schedule or the delivered land fails to meet the land conditions stipulated hereof or either party changes land use conditions, Assignee shall be entitled to ask Assignor to fulfill obligations according to the stipulated conditions, and compensate for the direct loss caused to Assignee by delayed fulfillment. The term of land use shall be valid from the date when arranged land conditions are met.

Chapter 8 Applicable Laws and Dispute Settlement

Article 39. The conclusion, validity, interpretation and execution of this contract as well as the settlement of disputes shall be applicable to the laws of the People’s Republic of China.

Article 40. Any dispute arising from execution of this contract shall be settled by both parties. In case no settlement can be reached through negotiation, the dispute shall be settled according to the way stipulated in Item     of this article.

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