Investment agreement in Mei County Kiwi Comprehensive Deep Processing Zone

1)  

Kiwi Fruit comprehensive deep processing zone: planned amount of investment of RMB 294.3 million (approximately US$ 47.5 million) with planned area of 150 mu (approximately 24.7 acre), including establishment of:

a)  

concentrated kiwi fruit puree production line(s)

b)  

kiwi fruit juice beverages production line(s)

c)  

specialty fruits & vegetables quick-frozen production line(s)

d)  

kiwi fruit pectin production line(s) and kiwi fruit seeds oil extraction line(s), and

e)  

supporting facilities, such as food safety inspection center;

2)  

Kiwi fruit and fruit-related materials trading zone: planned amount of investment of RMB 151.3 million (approximately US$ 24.4 million) with planned area of 136 mu (approximately 22.4 acre), including the construction of:

a)  

a trading mall with trading venue in the front and storage in the rear;

b)  

fruit trading shelter; and

c)  

fruit-related materials trading shelter, etc.

1)  

Party A shall be responsible for handling application of approval on Project environment impact assessment of Kiwi Comprehensive Deep Processing Zone on behalf of Party B.  Party A shall complete the approval documents of environment impact assessment from provincial and state environmental protection department (shall be subject to the limits of legal authorities) and Party A shall deliver the approval documents to the Party B within 60 days after this agreement has been entered into, then Party B shall commence construction of the project.

2)  

Party A agrees to Party B’s establishment of a number of separate companies for administrative and operational purposes of the project based on nature and characteristics of the project. Party A shall designate relevant functioning departments of its own to facilitate Party B in registering companies, establishing project and applying approvals of fire, safety, etc. Companies established by Party B for the purpose of this project shall enjoy the same preferential policies of this agreement.

3)  

Party A shall provide a list of documents and materials required for application of relevant approvals to Party B; and Party B shall provide such documents to Party A. Party A shall designate specific staff to facilitate Party B’s approvals listed above.

1)  

Land Grant Fee, the total amount of consideration for transferring the land use right of the Project Land to Party B shall be RMB 0.3 million per mu, including all fees that are payable to all state and local government departments. Party A guarantees to deliver the Project Land, free from any issues to Party B at the price of RMB 0.3 million per mu, and also facilitate Party B applying for certificate of land use right of the project land for Party B. The nature and term of the land use right of the Project Land shall be subject to the corresponding laws, rules and regulations.

2)  

Within 30 days after this agreement has been entered into, Party B shall prepay 50% of Land Grant Fee based on the land measurement area provided by Party A, which shall be paid into the designated account after Party A issued the payment notice to Party B.  The remaining balance of the Land Grant Fee shall be paid after Party A issued the second payment notice to Party B within 30 days following the date of land delivery and then Party B shall pay remaining balance of Land Grant Fee calculated on the actual land delivered to Party B.

3)  

Party A guarantees to finish the house demolition work on the Project Land and deliver the Project Land to Party B within 20 days after this agreement has been entered into. Party A guarantees that the land to be delivered to Party B shall be free of any liabilities or any pending disputes. Party A shall be responsible for demolition, arrangement and compensation work on the Project Land and bear all relative costs. Party B shall bear no liability or responsibility for such work and costs.

 

4.1  Party A shall be responsible for the financing and construction of the basic infrastructure surrounding the Project Land, such as the main water supply, main water drainage, main power supply, main roads, natural gas provision and communications network. The infrastructure of the ancillary facilities constructed by Party A shall satisfy the requirements of Party B to ensure Party B’s normal construction and production with respect to the project.

 

1.  Party A shall deal with the application of approval on Project environment impact assessment of Kiwi Comprehensive Deep Processing Zone within 60 days after entering into this agreement. Party B shall commence construction of the project within 30 days after Party A delivered all the land.

 

2.  During the project construction, P arty A shall actively cooperate with Party B on construction work, assist Party B to coordinate and solve the project construction difficulties and interference.

 

3.  Party B shall be responsible for project construction, Party A shall permit Party B to independently engage the construction team, purchase materials of the project construction and other matters related to this project.

1)  

Party A shall be responsible for completing the application of and delivering of land use right certificate of the Project Land to Party B of project land within 6 months after Party B has commenced construction of the project.

2)  

The real estate management department of Party A shall issue Building Ownership Certificates with respect to the buildings constructed by Party B for the Project within 30 days upon submission of the relevant materials by Party B.

3)  

Party B shall enjoy the most preferential policies for fees payable upon application of Building Ownership Certificate.

1)  

The Project shall qualify for preferential policies of Mei County, Baoji and Shaanxi for the purposes of attracting investment.

2)  

During the construction process of the Project and after it has commenced production, Party A shall support to apply for all financial support to Party B from state and local government.

3)  

Party A shall organize a special working group made up of relevant officials to coordinate and assist on the project.

4)  

During the construction process of the project and after it has commenced production, Party A shall support the local financial institutions in their providing commercial loans to Party B.

5)  

If new states policies are promulgated that are relevant to the Project, such new policies shall govern.

 

1.  If Party A fails to deliver the land at the appointed time, for each day of delay Party A shall pay Party B 1‰ of the total land grant fee as a liquidated damages fee. If Party A fails to deliver the land more than 3 months of the appointed time, Party B has right to terminate this agreement. Then Party A shall refund the land grant fee paid by Party B and pay the interest according to the bank’s loan interest to Party B, within 7 days when received the termination notice from Party B.

 

2.  If Party A fails to finish environment impact assessment for Party B and such failure extends more than 3 months, Party B shall have the right to terminate this agreement. Party A shall pay to Party B the losses incurred according to this agreement.

 

3.  If any party breaches this agreement (except the above two items under article XI) and caused losses to the other party, the breaching party shall compensate the other party for such losses.

 

1.  Where any dispute arising during the performance of the agreement, both parties shall solve through friendly negotiation.

 

 

2.  In case dispute can not to be solved through negotiation, such dispute shall be submitted to the competent arbitration committee.

 

1.  In term of the issues unmentioned in the agreement, the two parties could stipulate by signing a supplementary agreement which has equal legal effectiveness with the agreement.

 

2.  The agreement is in 4 copies. Each Party holds two copies which have equal legal effectiveness.