VILLAGE COLLECTIVE FARMLAND TRANSFERAGREEMENT

 

Transferor:

Shanxi Jinbei Plant Technology Development Co. Ltd. (hereinafter “Party A”)

Address:

Jima Village, Zhuangzi, Yuci District, Jinzhong City

Transferee:

Detian Yu Biotechnology (Beijing) Co. Ltd. (hereinafter “Party B”)

Address:

Floor 8, Tower A, Beichen Century Center, 8 Beichen Xi Road, Chaoyang District, Beijing

          In order to solve the rural issues, to improve agriculture development, to promote agriculture technology and to change the traditional old-fashioned form of agriculture farming, Party A transfers the collective farmland use rights to Party B for the purposes of planting crops and developing agriculture technology. Both parties, pursuant to the equality, voluntary and consideration principles, enter into this agreement to covenant and agree with each other as follows.

1.	Transfer Object

       Pursuant to the “Collective Farmland Use Rights Certificates” Yu Ji Nong Yong [2003] No. 10016, Yu Ji Nong Yong [2003] No. 09001, Yu Ji Nong Yong No. 200109009, Yu Ji Nong Yong [2003] No. 10023, Yu Ji Nong Yong [2002] No. 14001 (hereinafter “Land Certificates”) and the “Farmland Contractual Management Rights Certificates”No. 10208240001, No. 10208240002, No. 10208240003 owned by Party A, Party A duly owns the following collective farmland land use rights or contractual management rights certificates (hereinafter collectively, the “Land Use Rights”):

 

 

 

 

           2. Party A hereby agrees to transfer the Land Use Rights to Party B.

2.	Transfer of Land

           1. Within thirty (30) days after the execution of this agreement, Party A shall prepare all land use rights transfer documents in compliance with the requirements of the land use rights regulatory agency (the “Agency”), and deliver the materials to the Agency for the transfer of the Land Use Rights to Party B. The transfer shall be deemed complete when Party A receives the notice of acceptance (the “Notice”) from the Agency.

           2. Within five (5) days after the execution of this agreement, Party A shall transfer the land to Party B for possession (the “Land Possession”) and sign a land transfer checklist with Party B.

           3. Within ninety (90) days after the execution of this agreement, Party A shall transfer the Land Use Rights to the name of Party B (the “Transfer of Title”).

3.	Transfer Consideration and Payment Method

           1. Both parties agree that the consideration for the land transfer to be RMB27,221,000.00.

           2. Upon the execution of this agreement, Party B shall pay a single lump sum of RMB27,221,000.00 as the land transfer consideration to Party A.  

4.	Representations and Warranties

           Party A represents and warrants as follows:

           1. Party A is a corporation duly incorporated and lawfully operating under the laws of the People’s Republic of China.

           2. Party A legally owns the Land Use Rights and the ownership of all fixtures attached to the land. Party A warrants that the land is free from any defects and clear of restrictions such as any liens or charges, transfers, leases, encumbrances, claims.

           3. Party A warrants that the transfer will obtain all the necessary legally required permits and approvals.

           4. Party A warrants to complete all the formalities for the Transfer of Title.

           Party B represents and warrants as follows:

           1. Party B is a corporation duly incorporated and lawfully operating under the laws of the People’s Republic of China.

           2. Party B warrants to duly perform the payment obligations under this agreement.

5.	Rights and Obligations of Both Parties

           1. Party A has the right to receive the land transfer consideration under this agreement. If Party B breaches this agreement, Party A has the right to request Party B to perform the obligations for the breach.

           2. Party A shall be responsible to complete the land use rights transfer formalities and ensure all the transfer formalities are legal and valid.

           3. Party B shall pay the land transfer consideration in accordance with the terms of this agreement.

           4. Party B may control the land, and legally owns the Land Use Rights to conduct agricultural development related activities after possession of the land.

           5. Party B warrants to use the land in accordance with the purposes stipulated by the laws of the People’s Republic of China.

6.	Obligations for Breach of Agreement

           1. Party A shall pay a penalty of RMB20,000 to Party B for each day of delay in acquiring the Notice, or delay in completing Transfer of Title or delay in delivering the land to Party B for possession.

           2. Party B shall pay a penalty of RMB20,000 to Party A for each day of delay in paying the land transfer consideration.

 

7.	Dispute Resolution

           All disputes arising from or related to this agreement shall be submitted to the Jinzhong Arbitration Committee for arbitration in accordance with its current arbitration rules. The arbitration judgment shall be final and binding on both parties.

8.	Execution and Termination

           1. This agreement shall become effective upon the seal or signature by the authorized representatives of both parties.

           2. Party B shall be entitled to unilaterally terminate this agreement and request Party A to refund the paid land transfer consideration if the Agency does not issue the Notice or approve the Transfer of Title. Party A shall pay a penalty equal to 20% of the actual transfer consideration if it breaches this agreement.

9.	Miscellaneous

           1. All other issues not addressed in this agreement may be negotiated by both parties and enter into supplemental agreement accordingly. The supplemental agreement shall have the same legal binding effect as this agreement.

           2. This agreement may be executed in seven (7) copies with each party holding two (2) copies and the remaining be used for administrative purposes.

Party A:    Shanxi Jinbei Plant Technology Development Co. Ltd.  (SEAL)

          /s/ Authorized Person

Party B:    Detian Yu Biotechnology (Beijing) Co. Ltd.  (SEAL)

          /s/ Authorized Person

Dated this 20th day of December, 2010

Place of Contract: Jinzhong City