Grant Contract for State-Owned Construction Land Use Right, dated as of October 17, 2018, by and between Shanghai Planning and Land Resource Administration Bureau, as grantor, and Tesla (Shanghai) Co., Ltd., as grantee (English translation)

Grantor:

Shanghai Planning and Land Resource Administration Bureau

Address:

Beijing West Road No. 99

Post Code:

200003

Tel.:

63193188

Fax:

63193674

Grantee:

Tesla (Shanghai) Co., Ltd.

Contact Person:

[***]

Percentage of Capital Contribution:

100%

Registered Address:

D203A, Tonghui Rd. No. 168, Nanhui New Town, Pudong New Area

Mailing Address:

26/F HKRI Centre Two, 289 Shi Men Yi Road, Jing’an District, Shanghai

Post Code:

200040

Tel.:

[***]

Fax:

010-59057003

Bank:

[***]

Account

[***]

According to the Property Law of the People’s Republic of China, the Contract Law of People’s Republic of China, the Land Administration Law of the People’s Republic of China, the Law of the People’s Republic of China on Urban Real Estate Administration, and other laws, relevant regulations and land supply policies, the Parties hereto agree to enter into this Contract under the principles of equality, voluntariness, good faith and in light of the valuable consideration.

The ownership of the land, of which the land use right is granted, (the “Granted Land”) shall belong to the People’s Republic of China (“PRC”). The Grantor shall grant the state-owned construction land (category of industrial land use project) use right (the “Land Use Right”) according to the authorization by laws. All the underground resources and imbedded materials shall not fall within the scope of the granted state-owned construction land use right.

The Grantee has the right to possess, utilize, benefit from and legally dispose of the state-owned construction land obtained according to the laws during the term of grant and shall be entitled to construct buildings, fixtures and facilities attached to them in their utilization of the land.

The registration number of the Granted Land hereunder is 201800465816460666. The total area of the land is eight hundred and sixty-four thousand eight hundred and eighty-five square meters (864,885.00 square meters), of which the area of the Granted Land is eight hundred and sixty-four thousand eight hundred and eighty-five square meters (864,885.00 square meters).

The usage of the Granted Land under this Contract is for industrial land use.

The Grantor shall deliver the Granted Land to the Grantee within 40 working days after the execution of this Contract, that is, December 12^th 2018. The Grantor shall keep the Granted Land as cleared land upon delivery.

Prior to the execution of this Contract, the Grantor shall be responsible for the investigation and inspection work of the quality of the geological environment of land and underground water hereunder. The relevant inspection report shall be confirmed by the environmental protection authorities which shall issue written confirmation as the attachment of this Contract.

The usage term of the state-owned construction land hereunder is industrial land: 50 years, to be calculated from the delivery date of the Granted Land stipulated in Article 6 of this Contract. If the original allocated (leased) state-owned construction land use right needs to be re-registered as being granted, the usage term shall be calculated from the execution date hereof.

The grant fees of the state-owned construction land use right under this Contract (the “Grant Fees”) are RMB nine hundred and seventy-three million (RMB 973,000,000.00), i.e. RMB one thousand one hundred and twenty-five point zero one (RMB 1,125.01) per square meter.

The deposit of the Granted Land of this Contract is 20.00% of the Grant Fees. The deposit constitutes part of the Grant Fees. The Grantee shall pay the deposit as guarantee of the performance of this Contract to the Local Treasury within 5 working days after the execution of this Contract.

The Grantee shall pay to the Grantor the remaining Grant Fees according to the following Item (1) of this Article:

The Grant Fees of the state-owned construction land use right shall be paid in a lump sum within 30 working days after the execution of this Contract;

The Grant Fees of the state-owned construction land use right shall be paid in __\__ installments according to the following dates and amounts.

If the Grantee agrees to pay the Grant Fees according to Item (2) of Article 11, the installments shall be paid in accordance with the following dates and amounts:

To ensure the timely commencement of construction, completion of instruction and production by the Grantee, the Grantee shall pay 20% of the Grant Fees as deposit for timely performance (or in the form of a Letter of Guarantee) to the Shanghai Lingang Area Development Administration within 5 working days after the execution of this Contract.

Upon the full payment of the Grant Fees in accordance with this Contract, the Grantee shall apply for the registration of grant of the state-owned construction land use right with this Contract, the proof of payment of Grant Fees and other relevant materials.

Any new building, fixture and facilities attached to them to be constructed by the Grantee within the Granted Land shall be subject to the planning requirements

for granted land (see Attachment 3) provided by the municipal (county) planning administration authorities, among which:

The Grantee shall utilize the Granted Land in compliance with the land use purpose and the rate of capacity stipulated under this Contract and shall not make any changes. The category of industrial projects under this Contract shall not be changed without approval.

The Grantee agrees that, according to the planning requirements set out by the planning authorities, the area for the purpose of enterprise’s internal administrative work and residential service facilities within the Granted Land shall be no more than 7.00 % of the total area of the Granted Land, i.e. no more than 60,541.95 square meters, and the gross floor area shall be no more than 121,083.90 square meters. The Grantee agrees not to construct complete residential houses, building for experts, hotels, motels, training centers or other non-production facilities within the Granted Land; the Grantee shall not construct any buildings similar to villas on industrial land with the floor area per building being 150-500 square meters and that are not connected with any other buildings or are only connected with another building of the same type.

The Grantee agrees to commence the construction project on the Granted Land within 6 months after delivery (i.e before June 12^th 2019), complete the construction within 30 months after delivery (i.e. before June 12^th 2021) and begin production within 36 months after delivery (i.e before December 12^th 2021). Special projects will be regulated by special clauses.

The Grantee agrees that the total investment of fixed assets on the Granted Land shall be no less than the approved or filed amount of RMB fourteen billion seventy-five million and nine hundred and thirty thousand (RMB 14,075.93 million), with investment per square meter no less than RMB sixteen thousand two hundred and sixty-six (RMB 16,266.00). The total investment of fixed assets for the construction project on the Granted Land includes the construction of buildings, fixtures and facilities attached to them, investment of equipment, Grant Fees and etc.

The Grantee agrees that within 5 years after the land delivery (i.e. before December 12^th 2023, the incomes of the construction project on the Granted Land for sales reaching target production will be no less than RMB seventy-five billion (RMB 75,000 million) per year and the total taxes for reaching target production will be no less than RMB two billion and two hundred and thirty million (RMB 2230 million) per year, with annual taxes per square meter no less than RMB two thousand and five hundred (RMB 2,500).

During the construction by the Grantee on the Granted Land under this Contract, the facilities of water and gas use and treatment of sewage, as well as the main lines outside of the Granted Land and the connection facilities of transformer stations shall be subject to relevant regulations.

The Grantor shall not take back the Land Use Right lawfully obtained and utilized by the Grantee in accordance with this Contract before the expiration of the Land Use Term hereunder; unless otherwise agreed in this Contract. However, under special circumstances, if the Land Use Right needs to be taken back in advance for public interest, the Grantor shall apply for approval through legal procedures and shall provide the Grantee with indemnifications based on the residual value of the buildings, fixtures and facilities attached to them within the Granted Land and grant fees of the Land Use Right for the remaining land use term.

Upon completion of the construction project on the Granted Land, the Grantee shall make an application to the land administration authorities executing this Contract for inspection and verification of the land use situation with respect to the construction project under this Contract and the performance of this Contract. A certificate for the acceptance of completion shall be issued by the land administration authorities if project is inspected and verified as qualified for acceptance. Among which:

The Grantee shall collect and submit the reconnaissance report of geotechnical engineering, perform the obligation of preventing geological disasters, and protect the land subsidence monitoring and prevention facilities and shallow geothermal energy monitoring facilities distributed within the Granted Land.

The Grantee shall collect and organize the profiles of the completion of construction project on the Granted Land and submit them to the administration department of urban construction profiles of municipal or district (county) level in accordance with relevant regulations.

The Land Use Right under this Contract shall not be transferred in its entirety or partly.

The overall transfer of the land and buildings under this Contract shall be subject to provisions of the following Item (2) of this Article:

The application of transfer shall be made to the Grantor and the transfer shall be conducted upon consent of the Grantor and in accordance with relevant laws and regulations;

The Grantor or the park management authorities shall have the priority purchase right.

The Land Use Right under this Contract shall be mortgaged in its entirety when any mortgage is established thereon. The principle claims guaranteed by the mortgage shall be limited to the bank loan for the development and construction of the Granted Land and shall not exceed the overall Grant Fees agreed in this Contract.

The realization of the mortgage on the Granted Land shall be subject to provisions of the following Item (2) of this Article:

The qualification of the collateral purchaser shall be comprehensively identified by the planning and land resource administration authorities, the industrial administration authorities and the park management authorities, and shall comply with the requirements of industrial orientation and park planning；

The Grantor or the park management authorities shall have priority purchase rights over the Land Use Right.

Unless the Granted Land needs to be taken back for public interest, when the term of land use hereof (“Land Use Term”) expires and the Grantee needs to continue to use the Granted Land, the Grantee shall submit an application of extension to the Grantor no later than 1 year prior to the expiration of Land Use Term.

Upon expiration of the Land Use Term, if the application for extension is not approved due to failure to satisfy relevant standards after the comprehensive assessment or due to public interest, this Contract shall be terminated and the Grantor is entitled to take back the land use right without consideration. The Grantee shall complete the deregistration process of the Land Use Right in accordance with relevant regulations and return the Certificate of State-owned Land Use Right.

The Grantor shall take back the buildings, fixtures and auxiliary facilities on the land area and provide the Grantee with corresponding compensation according to the residual value of the buildings, fixtures and auxiliary facilities when they are taken back.

The Grantor shall take back the buildings, fixtures and auxiliary facilities without consideration.

The Grantee shall remove or demolish the buildings, fixtures and auxiliary facilities, and restore the land to level ground.

Upon expiration of the Land Use Term, if no application of extension has been made, this Contract shall be terminated. The Grantor shall take back the Land Use Right without consideration. The Grantee shall complete the deregistration process of the Land Use Right pursuant to relevant regulations and return the Certificate of State-owned Land Use Right.

Either Party to this Contract who is unable to fully or partially perform this Contract due to Force Majeure may be exempted from liability but shall, as conditions permit, adopt all necessary remedial measures to mitigate the losses caused by Force Majeure. Any Force Majeure occurs during the period of delayed performance by one Party shall not exempt such Party from liability.

The Party encountering with Force Majeure shall notify the other Party in writing by letters, telegraphs or fax within 7 days and provide the other Party with the

report and proof of its failure of or delay in performance of all or part of this Contract within 15 days after occurrence of Force Majeure.

The Grantee shall pay the land Premium as scheduled according to this Contract. If the Grantee fails to pay the Premium on time, it shall pay 1.00‰ of the due amount as liquidated damages on a daily basis starting from the date of delay. If the Grantee delays the payment for more than 60 days, and still fails to pay the Premium after demanding notice by the Grantor, the Grantor is entitled to terminate this Contract. In such case, the Grantee shall have no right to request for refund of the deposit and meanwhile the Grantor may claim against the Grantee for losses.

The Grantee shall pay the deposit for timely performance (or submit in the form of letter of guarantee) as scheduled in this Contract. If the Grantee fails to timely pay the deposit for timely performance in full amount and delays the payment for more than 60 days, and still fails to pay the deposit for timely performance after demanding notice by the Grantor, the Grantor is entitled to terminate this Contract. In such case, the Grantee shall have no right to request for refund of the deposit and meanwhile the Grantor may claim against the Grantee for losses.

If the Grantee terminates the investment and construction of the project under this Contract due to its own reasons and submits to the Grantor to terminate this Contract and to take back the land no less than 30 days prior to the agreed commencement of construction date, such case shall be handled under the following provisions upon Grantor’s approval: the Grantor shall refund the Premium in full amount except for the deposit to the Grantee, take back the land use right, and refund the deposit for timely performance and relevant bank interests in full amount to the Grantee.

The Grantee agrees to be subject to the time management of commencement of project construction under this Contract and perform according to section (1) of this Article:

If the Grantee fails to commence the construction pursuant to the date agreed under this Contract or any extended commencement of instruction date approved by the Grantor, the Grantee shall pay 50% of the deposit for timely commencement of instruction as liquidated damages; if the Grantee delays the commencement for more than 6 months, it shall pay the total deposit for timely commencement of instruction as liquidated damages. If the delay is more than one year, the Grantor is entitled to terminate this Contract and take back the land use right. In such case, the Grantor shall refund the Premium for the remaining term of land use deducting the deposit agreed under this Contract, and refund the deposits for timely completion of instruction and timely commencement of production and their relevant bank interests in full amount to the Grantee.

If the Grantee fails to commence the construction pursuant to the date agreed under this Contract or any extended commencement of instruction date approved by the Grantor, the Grantee shall pay \ ‰ of the total land Premium as liquidated damages for each day of delay and the Grantor is entitled to require the Grantee to continue to perform under this Contract. If the Grantee delays the commencement of instruction for more than one year, the Grantor is entitled to terminate this Contract, take back the land use right. In such case, the Grantor shall refund the land Premium for the remaining term of land use deducting the deposit agreed under this Contract to the Grantee.

The Grantee agrees to be subject to the time management of completion of project construction under this Contract and perform according to section (1) of this Article:

If the Grantee fails to complete the construction pursuant to the date agreed under this Contract or any extended completion of instruction date approved by the Grantor, the Grantee shall pay 50% of the deposit for timely completion of construction as liquidated damages; if the Grantee delays the completion for more than 6 months, it shall pay the total deposit for timely completion of construction as liquidated damages. If the delay is more than one year, the Grantor is entitled to terminate this Contract and take back the land use right. In such case, the Grantor shall refund the Premium for the remaining term of land use deducting the deposit agreed under this Contract and refund the deposit for timely commencement of production and relevant bank interests in full amount to the Grantee.

If the Grantee fails to complete the construction pursuant to the date agreed under this Contract or any extended completion of instruction date approved by the Grantor, the Grantee shall pay \ ‰ of the total land Premium as liquidated damages for each day of delay. If the Grantee delays the completion of instruction for more than one year, the Grantor is entitled to terminate this Contract, take back the land use right. In such case, the Grantor shall refund the land Premium for the remaining term of land use deducting the deposit agreed under this Contract to the Grantee.

The Grantor shall take back the buildings, fixtures and auxiliary facilities on the land area and provide the Grantee with corresponding compensation according to the residual value of the buildings, fixtures and auxiliary facilities when they are taken back.

The Grantor shall take back the buildings, fixtures and auxiliary facilities without consideration.

The Grantee shall remove or demolish the buildings, fixtures and auxiliary facilities, and restore the land to level ground.

If the Grantee fails to commence production as agreed under this Contract, the Grantee shall pay the total deposit for timely commencement of production as liquidated damages. The Shanghai Lingang Area Development and Construction Management Committee and the Grantee shall stipulate a new commencement of production date, and the extension shall be no longer than 6 months after the previously agreed commencement of production date, that is before June 22^nd 2022. If the Shanghai Lingang Area Development and Construction Management Committee determines that the Grantee fails to commence production pursuant to the extended commencement of production date, the Grantor is entitled to terminate this Contract, take back the land use right. In such case, the Grantor shall refund the land Premium for the remaining term of land use deducting the deposit agreed under this Contract.

The Grantor shall take back the buildings, fixtures and auxiliary facilities on the land area and provide the Grantee with corresponding compensation according to the residual value of the buildings, fixtures and auxiliary facilities when they are taken back.

The Grantor shall take back the buildings, fixtures and auxiliary facilities without consideration.

The Grantee shall remove or demolish the buildings, fixtures and auxiliary facilities, and restore the land to level ground.

After the commencement of production of the project under this Contract, upon confirmation of the Shanghai Lingang Area Development and Construction Management Committee, if the total investment of fixed assets and the investment fails to reach the standards agreed under this Contract, the Grantee shall continue to perform under this Contract as well as pay the liquidated damages equal to the same proportion of the Premium as the proportion of the actual shortfall amount of investment in the total agreed investment amount or the investment intensity.

Within one month after the date of reaching target production under this Contract, the Shanghai Lingang Area Development and Construction Management Committee shall determine on the reaching of target production by the project.

If the Grantee submits to the Grantor to take back the land use right after reaching target product due to the Grantee’s own reasons, such case shall be handled under the following provisions upon the Grantor’s approval: the Grantor

shall terminate this Contract, take back the land use right and refund the land Premium for the remaining term of land use to the Grantee. The Grantor and the Grantee agree to administer with the buildings, fixtures and auxiliary facilities within the scope of the land under this Contract according to section (1) of this Article:

The Grantor shall take back the buildings, fixtures and auxiliary facilities on the land area and provide the Grantee with corresponding compensation according to the residual value of the buildings, fixtures and auxiliary facilities when they are taken back.

The Grantor shall take back the buildings, fixtures and auxiliary facilities without consideration.

The Grantee shall remove or demolish the buildings, fixtures and auxiliary facilities, and restore the land to level ground.

If any of the plot ratio, building density or other indicators hereunder is lower than the agreed minimum standards of this Contract, the Grantor may require the Grantee to continue to perform under this Contract as well as pay the liquidated damages, equal to the same proportion of the Premium as the difference between the actual amount and the agreed minimum standards. If any of the plot ratio, building density or other indicators of the land hereunder exceeds the agreed maximum standards of this Contract, the Grantor has the right to take back the exceeding area and may require the Grantee to pay liquidated damages equals to the same proportion of the Premium of the exceeding portion in comparison to the agreed maximum standards.

If the ratio of land for the enterprise’s internal administrative offices and the residential services facilities, or the floor area of the enterprise’s internal administrative offices and the residential services facilities, exceeds the standards agreed under this Contract, the Grantee shall pay 5.00 ‰ of the total land Premium to the Grantor as liquidated damages, and demolish relevant construction facilities at its own cost.

If the Grantee pays the Premium on schedule pursuant to this Contract, the Grantor must timely deliver the granted land to the Grantee according to this Contract. If the Grantor fails to deliver the land on time and delays the Grantee’s procession of the land, the Grantor shall pay 1.00 ‰ of the Premium paid by the Grantee as the liquidated damages to the Grantee for each day of delay. In such case, the land use term shall start to calculate from the actual delivery date. If the Grantor delays the delivery of the land for more than 60 days, and still fails to deliver the land after demanding notice by the Grantee, the Grantee is entitled to terminate this Contract. In such case, the Grantor shall refund twice the amount of the deposit under this Contract and the remaining amount of any paid Premium to the Grantee. The Grantee may also claim against the Grantor for losses.

If the Grantor fails to deliver the land or reach the land conditions as agreed under this Contract or unilaterally changes the usage conditions of the land, the Grantee is entitled to require the Grantor to perform the obligations according to

the agreed conditions under this Contract and compensate the Grantee’s direct losses caused by the Grantor’s delay in performance. The land use term shall be start to calculate from the date of fulfillment of the agreed land conditions under this Contract.

If any of the following circumstances occur during the use of the land under this Contract by the Grantee, the Grantor is entitled to terminate this Contract, take back the land use right. In such case, the Grantor shall refund the land Premium for the remaining term of land use to the Grantee:

In violation of Article 42 of this Contract, the total tax revenue of the project fails to reach 80% of the standard agreed under this Contract within 1 month after the agreed date of reaching target production, as determined by the Shanghai Lingang Area Development and Construction Management Committee.

The Shanghai Lingang Area Development and Construction Management Committee determines that the industry product within the granted land fails to meet relevant standards upon a comprehensive assessment for every five years from the third year after the agreed date of reaching target production;

The Grantee transfers or mortgages the land or changes the investment ratio structure of the land user or the project company’s shareholding structure in violation of PRC laws, regulations and Chapter IV of this Contract.

The Grantor shall take back the buildings, fixtures and auxiliary facilities on the land area and provide the Grantee with corresponding compensation according to the residual value of the buildings, fixtures and auxiliary facilities when they are taken back.

The Grantor shall take back the buildings, fixtures and auxiliary facilities without consideration.

The Grantee shall remove or demolish the buildings, fixtures and auxiliary facilities, and restore the land to level ground.

If the Grantee hereunder violates the articles of this Contract and changes the usage of the land without approval, and if the violation is severe and the Grantee fails to correct such violation within required time, the Grantor is entitled to terminate this Contract and take back the land use right without consideration. The Grantor and Grantee agree to administer with the buildings, fixtures and auxiliary facilities within the scope of the land under this Contract according to section (1) of this Article:

The Grantor shall take back the buildings, fixtures and auxiliary facilities on the land area and provide the Grantee with corresponding compensation according to the residual value of the buildings, fixtures and auxiliary facilities when they are taken back.

The Grantor shall take back the buildings, fixtures and auxiliary facilities without consideration.

The Grantee shall remove or demolish the buildings, fixtures and auxiliary facilities, and restore the land to level ground.

Upon confirmation of the Environmental Protection Administration, if the use of land under this Contract causes serious environmental pollution, the Grantor is entitled to terminate this Contract, take back the land use right and require the Grantee to pay all the costs for recovering the geological environment of the soil and underground water. The Grantor and Grantee agree to administer with the buildings, fixtures and auxiliary facilities within the scope of the land under this Contract according to section (1) of this Article:

The Grantor shall take back the buildings, fixtures and auxiliary facilities on the land area and provide the Grantee with corresponding compensation according to the residual value of the buildings, fixtures and auxiliary facilities when they are taken back.

The Grantor shall take back the buildings, fixtures and auxiliary facilities without consideration.

The Grantee shall remove or demolish the buildings, fixtures and auxiliary facilities, and restore the land to level ground.

The formation, validity, interpretation, performance and dispute resolution of this Contract shall be governed by PRC laws and Shanghai municipal regulations and rules. Disputes arising out of the performance of this Contract shall be resolved through negotiation between Party A and Party B; if the dispute cannot be resolved through negotiation, it shall be resolved in accordance with section (2) of this Article:

Applying for arbitration to      \      ;  

Filing a lawsuit to the People’s Court of PRC; or

Other methods (as specifically agreed in Special agreements)

Special agreements:

If the Grantee violates relevant provisions of the granting documents during the granting activities of the land under this Contract and the Grantor decides to cancel the qualification obtained by the Grantee, the Grantor is entitled to terminate this Contract, take back the land use right and in such case, the Grantor shall refund the land Premium for the remaining term of land use deducting the deposit as agreed under this Contract. If the Grantee violates relevant provisions of the granting documents during the granting activities of the land under this Contract and the Grantor terminates this Contract, the Grantor and the Grantee agree that the Grantor shall take back the buildings, fixtures and auxiliary facilities on the land area and provide the Grantee with corresponding compensation according to the residual value of the buildings, fixtures and auxiliary facilities when they are taken back.

This section shall prevail over Article 17 of this Contract: the Grantee agrees that according to the land use planning conditions set out by the planning authorities, the area for the enterprise’s internal administrative offices and the residential service facilities within the Granted Land under this Contract shall not exceed 7% of the total Granted Land, i.e. no more than 60541.95 square meters, and the floor area shall not exceed 7% of the total floor area of the Granted Land, i.e. no more than 121083.90 square meters. The Grantee agrees not to construct sets of residential buildings, buildings for experts, hotels, motels, training center, or other non-production facilities within the Granted Land; the Grantee shall not construct any single building with floor area of 150-500 square meters, which is not connected with any other buildings or only connected with other building(s) by one side wall, similar to a villa, on industrial land.

The floor area for plot ratio calculation of this land shall be no more than 1729770.00 square meters.

The proposal for granting the land use right under this Contract has been approved by the People’s Government of Shanghai. This Contract shall take into effect as of the execution date by both Parties.

The Parties to this Contract guarantee the authenticity of the names, addresses, phone numbers, faxes, account opening banks, agents and other contents filled in under this Contract. If either party fails to give written notice to the other party of any change of the aforesaid information within 15 days after such change, it shall assume the liability arising therefrom.

This Contract and the attachments include 18 pages in total and the Chinese version shall prevail.

Amounts, prices, areas and other items in this Contract are written in Arabic numbers and Chinese characters simultaneously and in case of inconsistency, the Chinese characters shall prevail.

Issues not included in this Contract may be negotiated by the Parties and any further agreement achieved therefrom may be attached to this Contract as attachments, with equal legal effect as this Contract.

This Contract shall be executed in four originals with the same effect and each of the Grantor and the Grantee shall hold two originals.

Grantee (seal): [***]

Legal Representative (Proxy): [***]

[***](Signature): [***]

Point No.

Distance (M)

Vertical Coordinate(X)

Horizontal Coordinate(Y)

Radius

Boundary Mark Material

Boundary Point Type

Notes

1

115.52

-39411.718

28773.497

Analytic

Construction Land

2

-39299.611

28801.37

Analytic

Construction Land

12.72

3

-39287.363

28804.808

Analytic

Construction Land

34.45

450.0

4

-39293.053

28838.779

Analytic

Construction Land

264.91

5

-39445.191

29055.644

Analytic

Construction Land

159.34

6

-39484.819

29209.973

Analytic

Construction Land

600.68

13920.0

7

-40085.299

29196.222

Analytic

Construction Land

42.92

8

-40128.18

29194.314

Analytic

Construction Land

35.74

9

-40163.89

29192.725

Analytic

Construction Land

40.85

10

-40204.701

29190.909

Analytic

Construction Land

353.72

11

-40558.072

29175.183

Analytic

Construction Land

202.34

-8080.0

12

-40760.304

29168.72

Analytic

Construction Land

4.89

13

-40762.261

29164.235

Analytic

Construction Land

57.98

14

-40788.639

29112.6

Analytic

Construction Land

88.98

15

-40831.449

29034.597

Analytic

Construction Land

57.13

16

-40860.622

28985.475

Analytic

Construction Land

46.72

90.0

17

-40873.227

28941.031

Analytic

Construction Land

72.15

18

-40874.379

28868.891

Analytic

Construction Land

16.0

19

-40874.379

28852.886

Analytic

Construction Land

24.26

20

-40874.258

28828.628

Analytic

Construction Land

207.64

21

-40873.524

28620.994

Analytic

Construction Land

21.23

22

-40871.78

28599.839

Analytic

Construction Land

Point No.

Distance (M)

Vertical Coordinate(X)

Horizontal Coordinate(Y)

Radius

Boundary Mark Material

Boundary Point Type

Notes

23

38.57

-40867.459

28574.705

Analytic

Construction Land

24

-40866.654

28537.68

Analytic

Construction Land

89.36

25

-40836.373

28450.653

Analytic

Construction Land

47.57

30.0

26

-40799.917

28428.348

Analytic

Construction Land

394.36

27

-40417.208

28523.501

Analytic

Construction Land

19.85

28

-40397.944

28528.291

Analytic

Construction Land

28.0

29

-40370.771

28535.047

Analytic

Construction Land

342.7

30

-40038.197

28617.735

Analytic

Construction Land

19.88

31

-40018.901

28622.532

Analytic

Construction Land

35.0

32

-39984.934

28630.978

Analytic

Construction Land

330.98

33

-39663.738

28710.837

Analytic

Construction Land

19.87

34

-39644.453

28715.632

Analytic

Construction Land

8.95

35

-39635.767

28717.791

Analytic

Construction Land

16.7

36

-39634

28734.4

Analytic

Construction Land

3.35

37

-39489.08

28737.728

Analytic

Construction Land

147.92

38

-39489.08

28765.65

Analytic

Construction Land

77.76

1

-39411.718

28733.497

Analytic

Construction Land

Plot name

Plot Q01-05, Unit 04PD-0303, Lingang Heavy Equipment Industrial Zone

Boundaries of the Plot (East to)

the reserved control line for the East China Sea Bridge II under planning

Boundaries of the Plot (South to)

People’s Pond (Renmintang)

Boundaries of the Plot (West to)

Pudong Border River

Boundaries of the Plot (North to)

Lianggang Ave. (Laolitang)

Gross Area

About 864,885 sq.m

Granted Area

About 864,885 sq.m

Attachment

□Survey Report regarding Housing and Land Ownership

Consulting Unit Contact person

Shanliang Shen

Contact No.

68283261

Plot location*

Q01 block street, Phase II, Heavy Equipment Industrial Zone, Nicheng town, Nanhui New Town, Pudong New Area

Elevation system

Shanghai Wusong

Plotting scale

[not filled]

Vertical height limit

Up bound: [not filled]

Low bound: [not filled]

Elevation difference

[not filled]

Plot usage*

Category II of Industry  

Ratio of each land usage to total land use

[not filled]

Plot ratio*

Upper limit: 2.0

Lower limit: 1.2 (alternatively, doubling the floor area of a building over 8 meters in height )

Greening rate*

Upper limit: subject to approval by administrative departments of greening

Lower limit: 10%

Intensive greening rate*

Upper limit: -[not filled]

Lower limit: -[not filled]

Property of main building*

Industrial factory

Property of ancillary building*

Ancillary structure

Above-ground built-up area*

Subject to approved design proposal

Gross built-up area*

Subject to approved design proposal

Building height limit*

30 meters

Building breadth limit*

-[not filled]

Floor height*

In compliance with architecture functional requirements and professional design regulations

Building interval and daylight requirements

For non-residential buildings, Shanghai Urban Planning Management Technology Regulation shall implement, and the buildings shall also comply with related fire regulations.

Building density*

Upper: [not filled]

Lower: [not filled]

Enter & exit setting*

Shanghai Urban Planning Management Technology Regulation shall implement and the setting shall be subject to the opinions of traffic police.

Above-ground parking lots*

In compliance with the Shanghai Construction Transportation Design and Parking Lot (Space) Setting Standard and requirements of related administrative departments.

Ground standard altitude*

The suggested standard is equal to the Wusong standard altitude plus 4.2 meters.

Required distance to the redline in city planning*

For non-residential buildings,  Shanghai Urban Planning Management Technology Regulation shall implement.

Required distance to the boundary line*

For non-residential buildings, Shanghai Urban Planning Management Technology Regulation shall implement.

Required distance to the blue line in city planning

-[not filled]

Required distance to the green line in city planning

No less than 10 meters from the Renmin Pond green line, and Shanghai Urban Planning Management Technology Regulation shall implement in any other aspects regarding such distance. The building should also stay away from the controlled land area of river channel in planning.

Building volume

-[not filled]

Building color and material*

-[not filled]

Architecture style*

-[not filled]

Landscape*

-[not filled]

Region Style*

-[not filled]

Other supporting municipal facilities*

-[not filled]

Other supporting public facilities*

-[not filled]

Vertical design requirements*

-[not filled]

Is there any existing conservational building in compliance with current planning in the area*

□ Yes (attach form)

√ No

Lower limit sets of Apartment*

-[not filled]

Rate of Administration office & social amenity (≤7%)*

7

Property of underground construction land planning

-[not filled]

Maximum ground area occupied by horizontal projection of underground building (structure)

-[not filled]

Start-stop depth

-[not filled]

Gross underground land use area

-[not filled]

Gross underground build-up area

- [not filled] sq.m, among which

Commercial area: - [not filled] sq.m

Office area: - [not filled] sq.m

Parking lot area: - [not filled] sq.m

Industrial area: - [not filled] sq.m

Storage area: -[not filled] sq.m

Underground parking lots*

-[not filled]

Basement connection requirements*

-[not filled]

Other planning management requirements

(1)The greening control area which is 10 meters from the Renmin Pond green line in the base area should be guaranteed for preservation and greening. Any fence wall should be see-through and green-through, the foundation of such fence wall should be inside the boundaries of the base area.

(2)Construction projects such as those applying glass walls should be in compliance with relevant requirements under Shanghai Constructional Glass Wall Administration Regulation, and the form of the glass walls should be identified and marked in the constructional design plan submitted for approval.

(3)Any administrative requirements involving environmental protection, health, fire safety, traffic police, traffic and transportation, sanitation, water management, greening, “smart water city”, civil defense and safe production should

be subject to opinions of relevant departments before taking actions.

Initial comments*

√ agree  □ disagree

Remarks

Plan to review and approve application in the absence of a proposal

Consulting Unit*

Approval Office of Shanghai Lingang Area Development Administration

(stamp)

Consulting Unit contact person*

Xiaoyan Hong

Contact No.*

68283890

The Grantor ‘s approval is required when the Grantee transfers the land;

The real estate property can only be mortgaged as a whole, any partition mortgage is not allowed;

Ratio of investment contribution: Tesla (Shanghai) Co., Ltd, 100%.

Project #

LG003-18

Basics of the plot

*Plot name

Plot Q01-05, Unit 04PD-0303, Lingang Heavy Equipment Industrial Zone

*Boundaries of the Plot

North to Lianggang Ave. (Laolitang), south to People’s Pond (Renmintang), west to Pudong-Fengxian Border River, east to the reserved control line for the East China Sea Bridge II under planning.

*Affiliation to industrial neighborhood

Lingang Industrial Zone

*Land area

864,885 sq.m

*Plot ratio

Less than 2.0, subject to the approved proposal

*Building density

0.3 – 0.7

*Above-ground building area

350,000 – 550,000 sq.m

Project facts

[Stamp of the Economic and Trade Office of the Shanghai Lingang Area Development Administration]

*Project name

Tesla Shanghai Gigafactory Project (Phase I)

*Minimum total investment in fixed assets

RMB 14,000,000,000

*Minimum investment intensity

10,850,000 yuan/mu (one mu equals to 666.666 sq.m)

*Sales revenue upon reaching target production

RMB 75,000,000,000/year

*Total tax revenue upon reaching target production

RMB 2,230,000,000/year

*Tax output intensity upon reaching target production

RMB 2,500 /year per sq.m

Minimum land output rate

RMB 57,800,000/mu

Minimum sales output rate

RMB 57,800,000/year per mu

Minimum tax output rate

RMB 1,700,000/year per mu

Maximum output water consumption

Approximately 1.0 cubic meter/RMB 10,000, subject to the final proposal

Maximum output energy consumption

Approximately 0.01 ton std. coal / RMB 10,000, subject to the final proposal.

Minimum  employment

0.08 persons / RMB one million of output value

*Commencement of construction time

6 months after delivery of land

*Completion of construction time

30 months after delivery of land

*Commencement of production time

36 months after delivery of land

*Reaching target production time

5 years after delivery of land

*Type of approved industry (in sub-categories)

3612 NEV manufacture

Environmental protection requirement

Compliant with environmental protection requirement

Lifecycle of the industry (suggested time limit for transfer)

50 years

Profile of the interested land user

*Business name

Tesla (Shanghai) Co., Ltd.

*Contact person

ZHU Xiaotong

Company add.

D203A, 168 Tonghui Rd, Xincheng Town, Nanhui, Pudong 201306

*Tel.

010-59057399

Fax

010-59057003

Business nature

LLC (Wholly Owned HK/MO/TW Enterprise)

Registered capital

RMB 4,670,000,000

Business range

Engaged in the production, sales, maintenance and other after-sales services and technical development, technical services, technical consultation and technology transfer in the field of electric vehicles and parts, batteries, energy storage equipment and photovoltaic products; wholesale and commission agency (except auction) of products similar to the above-mentioned, import and export business, after-sales service, and provision of related supporting services; EV demonstration and product promotion; warehousing; training,

consulting, research and development and technical services related to the above-mentioned business; enterprise management consulting, business information consultation, provision of internal financial advice for the corporation group.

Industry involved

3612 EV manufacturing

Regulatory requirements

This form is incorporated in the whole process of land supervision as an annexure to the Grant Contract for State-owned Construction Land Use Right. In case the building plot ratio and other indicators differ from this form after completion of the project, it will be handled as a breach of contract under the Grant Contract for State-owned Construction Land Use Right.

Good Faith Commitment

The company solemnly promises that the information filled in this form is true and valid, and agrees to use this form as an annexure to the “Grant Contract for State-owned Construction Land Use Right” and that the annexure has the same legal effect as the Grant Contract for State-owned Construction Land Use Right. We will strictly implement the above indicators during the project construction process. Any violation of this form and the indicators therein will be handled as a breach of contract under the Grant Contract for State-owned Construction Land Use Right.

Interested land user

Tesla (Shanghai) Co., Ltd.

Filled-in Date