Attached files
| file | filename |
|---|---|
| 10-K - Bohai Pharmaceuticals Group, Inc. | v197596_10k.htm |
| EX-32.2 - Bohai Pharmaceuticals Group, Inc. | v197596_ex32-2.htm |
| EX-31.2 - Bohai Pharmaceuticals Group, Inc. | v197596_ex31-2.htm |
| EX-32.1 - Bohai Pharmaceuticals Group, Inc. | v197596_ex32-1.htm |
| EX-31.1 - Bohai Pharmaceuticals Group, Inc. | v197596_ex31-1.htm |
Exhibit 99.7
Contract
number:
yantai-01-2010-0018
LAND USE
RIGHTS PURCHASE CONTRACT
The
parties of the contract:
The
Grantor：Yantai Bureau of
Land and Resources, Shandong Province, PRC
Address: No.7
Xinyuan Street , Laishan District ,Yantai City
Postal
code: 264003
Tel:
0535-6719601
Fax:
0535-6719027
The
Grantee: Yantai Bohai Pharmaceuticals Group Co., Ltd
Address:
No.9 Daxin Road, Zhifu District, Yantai City, Shandong Province,
China
Postal
code: 264000
Tel:
0535-6853665
Bank:
Yantai Laishan branch of China Construction Bank Corporation
Limited
Account
number: 37001667460050154341
Article
I
General
Provisions
|
1.
|
Pursuant
to Property Law of the People’s Republic of China (the “PRC”), Contract
Law of the PRC, Land Administration Law of the PRC, Urban Real Property
Administration Law of the PRC, and the related administrative regulations
and land supply policies and regulations, with the principles of fairness,
freedom of contract, fair value, and good faith, the two parties have
entered into this agreement.
|
|
2.
|
The
ownership of the land belongs to the PRC, the Grantor shall grant land use
right pertaining to the Land (as defined in Section 4) pursuant to the
applicable law (the “Grant”), not including right or title to any
underground resource or buried
object.
|
|
3.
|
During
the Grant Period (as defined below), the Grantee is entitled to possess,
use, make profit from and dispose of the land pursuant to applicable law,
the Grantee is entitled to construct buildings and ancillary facilities on
the Land.
|
Article
II
The
Delivery of the Land and the Payment of the Purchase Price
|
4.
|
The
Land: the total area of the Land is 333,335 square
meters, among which area pertaining to the Grant is 333,335 square
meters.
|
The Land
is located in Laishan District High-tech Development Zone.
|
5.
|
The
Land shall be used for industrial purpose
only.
|
|
6.
|
The
Grantor shall deliver the Land to the Grantee before January 8th,
2010 (the “Delivery Date”) and shall cause the Land’s ancillary facilities
to be in good condition and accessible from adjacent roads and to have
adequate utilities systems installed such as cable, electricity, water,
and pluming system.
|
|
7.
|
The
grant period of the land use right under this Agreement is 50 years (the
“Grant Period”), starting from the Delivery
Date.
|
|
8.
|
The
purchase price for the land use right under this Agreement is RMB
97,500,000.00 (RMB292.50 per square meter) (“the Purchase
Price”).
|
|
9.
|
The
deposit with respect to the Land shall be RMB 20,000,000.00, which shall
be counted towards the Purchase
Price.
|
|
10.
|
The
Grantee shall pay the Purchase Price to the Grantor,according to the
following schedules in 4
installments:
|
|
|
a)
|
Stage
one: RMB 10,000,000.00; the date of payment: by February 28,
2010.
|
|
|
b)
|
Stage
two: RMB 10,000,000.00; the date of payment: by March 26,
2010.
|
|
|
c)
|
Stage
three: RMB 67,750,000.00, the date of payment: by December 25,
2010
|
|
|
d)
|
Stage
four: Pay RMB 9,750,000.00, the date of payment: by March 31,
2011
|
|
11.
|
Upon
full payment of the Purchase Price pursuant to this Agreement, the Grantee
could apply for the land use right certificate along with a copy of this
Agreement, the payment vouchers and the other related
materials.
|
Article
III
Development,
Construction and Use of the Land
|
12.
|
Reserved.
|
|
13.
|
Any
building or ancillary facility which the Grantee will construct on the
Land shall conform to the zoning and land planning rules
promulgated by the local land administration authorities, which
include:
|
The major
building on the Land shall be a factory;
The floor
area ratio shall be no less than 1.0;
The
building density shall be no less than 0.35;
The
greening rate shall be no higher than 15%; and
Other
land use requirements as set forth in the land planning proposal.
|
14.
|
The
Grantee covenants that the Land shall be used for industrial purpose and
the total area which is used for administrative office and service
facilities shall be higher than 7% of the total area of the
Land.
|
|
15.
|
Reserved.
|
|
16.
|
The
Grantee covenants that construction projects pursuant to this Agreement
will start before December 31, 2011 (the “Commence Date”). If the Grantee
is not able to start constructions on or before the Commence Date, it
shall apply for an extension by submitting to the Grantor an application
30 days in advance. Upon the consent of the Grantor, the start time of the
construction may be delayed accordingly, but in no case shall it be more
than a year after the Commence
Date.
|
|
17.
|
In
the case that the Grantee conducts its construction project pursuant to
this Agreement, any construction work related to water, gas, sewage and
the other utilities in and through the Land should be conducted pursuant
to applicable regulations. The Grantee agrees to grant local government an
easement for any wire or pipeline to go into, through or across the Land
which installed for public needs, provided the Grantee shall be
compensated by the responsible public authorities for any loss or damages
incurred due to the easement.
|
|
18.
|
The
Grantee shall use the Land pursuant to this Agreement and comply with the
requirements related to the permissible use and floor area ratio set forth
herein, which shall not be changed without Grantor’s consent. During the
Grant Period, if there is a need to change the use of the Land as set
forth under this Agreement ,the parties shall follow the procedure
specified below:
|
|
|
a)
|
The
Parties shall obtain applicable approval relate to the propose changes,
amend this Agreement or enter into an amended and restated land use right
purchase agreement, make any additional payment for the difference between
the Purchase Price and the valuation price for the Land based on the
proposed changes, and register with applicable authorities related to the
proposed change.
|
|
19.
|
During
the Grant Period, the local government reserves the right to alter the
planning of the Land under this agreement. If there is any revision to the
original planning, it shall not affect the existing buildings on the Land.
But any alternation, renovation, reconstruction to the existing building
or ancillary facility during the Grant Period or the application of the
renewal of the land use right at the expiration of this Agreement, shall
comply with the requirements set forth by the revised
planning.
|
|
20.
|
The
Grantor shall not retract the land use right of the Grantee before the
expiration of the Grant Period as set forth under this
agreement. Notwithstanding the foregoing, in the event that the
Grantor retract the land use right for public needs, the Grantor shall
obtain any and all approvals pursuant to applicable law and pay
consideration to the Grantee based on the value of the existing building
and ancillary facilities on the Land, valuation of the land use right for
the remaining Grant Period, and the direct loss for such early termination
incurred by the Grantee and verified by
valuation.
|
IV
Transfer,
Lease, Mortgage of the Land Use Right
|
21.
|
Upon
full payment of the Purchase Price pursuant to this Agreement and receipt
of the land use right certificate, the Grantee shall have the right to
transfer, lease and mortgage all or part of the land use right pursuant to
this Agreement, provided that the Grantee has commenced construction on
the Land for industrial use as required under this
Agreement.
|
|
22.
|
Any
transfer, lease or mortgage agreement regarding the land use right for
this Land shall not violate any applicable law or this Agreement. Upon
transfer of part or all of the land use right, any right and obligation of
the Grantee under this Agreement and any land registration documents shall
be assumed and borne by the transferee. The grant period applicable to the
transferee shall be the remaining Grant Period pursuant to this
Agreement.
|
|
23.
|
In
the event the Grantee lease part or all of the land use right, the Grantee
shall remain responsible under this Agreement and entitled to or borne by
any right and obligation pursuant to this Agreement and the land
registration documents.
|
|
24.
|
In
the event of any transfer or mortgage of the land use right, the parties
of such transfer or mortgage shall file registration for the change of the
land use right with the Bureau of Land and Resources along with
this Agreement, the transfer or mortgage agreement, and the land use right
certificate .
|
V
Expiration
of the Grand Period
|
25.
|
If
the Grantee, its successor or assignee intends to continue to use the Land
pursuant to this Agreement after the expiration of the Grand Period, the
Grantee or its successor or assignee shall submit to the Grantor the
application for renewal within one year before the expiration of the Grant
Period, the Grantor shall approve such application unless the Land is
required to be retracted for public needs. Upon the expiration of the land
use right related to any residential building, such grand period shall be
automatically renewed.
|
Upon the
approval of renewal of the land use right, the Grantee or its successor or
assignee shall comply with requirements set forth in the applicable law, enter
into a land use right purchase or lease agreement, as the case may be, and make
payments for the applicable purchase price or rent.
|
26.
|
In
the event the application for renewal of the land use right is denied for
the purpose of public needs, the Grantee, its successor or assignee shall
return the land use right certificate, and conduct the registration of the
expiration of the land use right, and the Grantor shall retract the land
use right free from any payment or expense. The Parties agree that if the
Grantor continues to use the then existing building and ancillary facility
on the Land after retracting the land use right, the Grantor shall pay
compensation to Grantee or its successor or assignee based on the residual
value of the building and ancillary facility on the Land as of the
termination date of the land use
right.
|
|
27.
|
In
the event the Grantee, its successor or assignee shall not apply for
renewal at the time of expiration of the land use right, the Grantee, its
successor or assignee shall return the land use right certificate, and
conduct the registration of the expiration of the land use right, and the
Grantor shall retract the land use right free from any payment or expense.
The Grantee, its successor or assignee shall maintain the then existing
building and ancillary facilities in a good condition until the expiration
of the land use right, and the Grantor could continue to use the then
existing building and ancillary facilities on the Land free from any
payment or expense. If the condition of the then existing building and
ancillary facilities are not in a reasonably acceptable condition upon the
expiration of the land use right, the Grantor shall have the right to
require that the Grantee, its successor or assignee remove the then
existing building and ancillary facilities from the
Land.
|
Article
VI
Force
Majeure
|
28.
|
In
the event either party fail to fulfill part or all of its obligations
under this Agreement due to force majeure, such party shall be exempt from
any liabilities related thereto, provided that it shall take all necessary
remedial measures to mitigate the loss or damage caused by force majeure.
Notwithstanding anything on the contrary, a party shall not be exempt from
liabilities due to a force majeure event that occurred during the period
when such party is in default.
|
|
29.
|
The
party who fails to fulfill its obligation under this Agreement due to
force majeure shall notify the other party in writing (by mail, telegram
or facsimile) regarding the force majeure within 7 days
after the force majeure event occurs. Within 15 days after the force
majeure event occurs, such party shall submit to the other party a report
or documental proof that it fails to or is in delay to fulfill part or all
of its obligations under this Agreement due to force
majeure.
|
Article
VII
Event of
Default
|
30.
|
The
Grantee shall pay the Purchase Price on time pursuant to this Agreement.
If it fails to pay the installment when due, it shall pay to the Grantor,
on each day when during the default period, a penalty fee which shall
equal 1‰
of the defaulted amount. In the event the Grantee fails to pay the
required amount 60 days after the applicable due date, the Grantor is
entitled to terminate this Agreement, forfeit the Deposit, and request the
Grantee to compensate any loss or damage the Grantor suffers due to the
Grantee’s default.
|
|
31.
|
In
the event the Grantee unilaterally terminates the construction project on
the Land, submits to the Grantor an application to terminate this
Agreement and to return the Land to the Grantor (the “Termination
Request”), upon receiving the approval from the local authorities which
approved the original grant of land-use right, the Grantor
shall return to the Grantee part or all of the Purchase Price (excluding
any interest or the Deposit) and retract the land use right for the Land
as set forth below. The Grantor shall not be obliged to make any payment
for, and shall have the right to request Grantee’s removals of, any
building, ancillary facility, or fixture on the Land, unless the Grantor
continues to use such building, ancillary facility, or
fixture.
|
|
|
a)
|
In
the event the Grantee files a Termination Request at least 60 days before
1 year after the Commence Date, the Grantor shall return to the Grantee
the Purchase Price excluding the
Deposit;
|
|
|
b)
|
Subject
to section a) above, in the event the Grantee files a Termination Request
at least 60 days before 2 years (and after 1 year) after the Commence
Date, the Grantor shall return to the Grantee Purchase Price (excluding
Deposit and the “land idling fee” as stipulated by both
parties.
|
|
32.
|
If
the Grantee does not make use of the Land for more than one but less than
two years, the Grantee shall pay “land idling fee” as required by
applicable law; if the idling period exceeds two yeas and on construction
has been commenced on the Land, the Grantor is entitled to retract the
land use right free from any payment or
expense.
|
|
33.
|
If
the Grantee does not start the construction project on or before the
Commence Date (or any other date as prescribed pursuant to Section 16
based on an extension), the Grantee shall pay to the Grantor a penalty fee
equal to 0.3‰ of the Purchase Price on each day while the Grantee is in
default. In addition, the Grantor is entitled to require the Grantee to
continue to perform under this
Agreement.
|
If the
Grantee does not consummate the construction project on or before the date
stipulated by both parties, the Grantee shall pay to the Grantor a penalty fee
equal to 0.3‰ of the Purchase Price on each day while the Grantee is in
default.
|
34.
|
If
the Grantee fails to satisfy the requirements related to total investment
for fixed assets, investment intensity or total development investment as
set forth in this Agreement, the Grantee shall pay a penalty fee equal to
the product of the Purchase Price multiplied by the percentage of the
required investment aggregate amount or the investment intensity index the
Grantee has not achieved. In addition, the Grantor is entitled to require
the Grantee to continue to perform under this
Agreement.
|
|
35.
|
If
the floor area ratio or the building density under the contract is lower
than the minimum requirements set forth in this Agreement, the Grantor is
entitled to require the Grantee pay a penalty fee equal to the product of
the Purchase Price multiplied by the percentage of the minimum
requirements that the Grantee has not achieved. In addition, the Grantor
is entitled to require the Grantee to continue to perform under this
Agreement. If the floor area ratio or the building density under this
Agreement is higher than the maximum thresholds set forth in this
Agreement, the Grantor is entitled to retract a portion of the Land the
area of which shall be equal to the product of the total area of the Land
multiplied by the percentage of the maximum threshold that was exceeded.
In addition, the Grantor is entitled to require the Grantee pay a penalty
fee equal to the product of the Purchase Price multiplied by the
percentage of the maximum threshold that was
exceeded.
|
|
36.
|
Reserved.
|
|
37.
|
If
the Grantee has paid the Purchase Price pursuant to this Agreement, then
the Grantor must deliver the land on time according to this Agreement. If
the Grantor fails to deliver the Land 60 days after the Delivery Date with
Grantee’s notice, then the Grantor is entitled to terminate this
Agreement, the Grantor shall pay to the Grantee a penalty fee equal to
twice of the Deposit and return any other payments made by the Grantee,
the Grantee is entitled to require the Grantor to pay for any loss or
damage incurred due to Grantor’s failure to
deliver.
|
38. If the
Grantor fails to deliver the Land on time or the Land is not in the condition as
required under this Agreement, the Grantee is entitled to require the Grantor to
perform its obligations pursuant to the stipulated requirements and pay damages
for any loss or expenses directly resulted from the Grantor’s failure to
delivery. In such case, the Grant Period shall commence at the date when the
Land is restored to the conditions as required under this
Agreement.
Article
VIII
Governing
Law and Dispute Resolution
|
39.
|
The
making, validity, interpretation and performance and the dispute
resolution under this Agreement shall be governed by the laws of
PRC.
|
|
40.
|
The
Parties shall resolve any dispute arising from the performance of this
Agreement through negotiations between the two parties. If a dissolution
cannot be reached through negotiation, the Parties shall submit the
dispute to Yantai Municipal Government Arbitration Commission for
arbitration .
|
Article
IX
Supplementary
Provisions
|
41.
|
The
Grant pursuant to this Agreement has been approved by Yantai Municipal
Government. This Agreement shall be effective as of the date signed by the
Parties.
|
|
42.
|
Each
Party shall ensure the information regarding its name, address, telephone,
fax, bank, or agent is true and accurate. If there are changes about the
information, the other party shall be notified within 15 days from the
date of change, otherwise the Party who changed the information shall be
responsible for any loss of liabilities incurred
therefrom.
|
|
43.
|
This
Agreement has 14 pages. The Chinese version shall
control.
|
|
44.
|
The
price, amount and area set forth in this Agreement shall be recorded in
upper case version and lower case version. Should there be any
inconsistency between these two version, the upper case version shall
prevail.
|
| 45. |
The
Parties may enter into amendment or supplement to this Agreement with
terms mutually agreed upon by both Parties.
|
|
46.
|
This
Agreement shall be executed in 4 duplicate originals . The Grantor shall
hold 3 originals, the Grantee shall hold 1 original, each of which shall
have the same legal effect.
|
|
The
Grantor:
|
The
Grantee:
|
|
|
Legal/authorized
representative
|
Legal/authorized
representative
|
|
|
Yantai
Bureau of Land and Resources
|
Yantai
Bohai Pharmaceuticals Group
|
|
|
Shandong
Province, PRC
|
Co.,
Ltd
|
|
|
[BUREAU
STAMP]
|
[CORPORATE
STAMP]
|
|
|
February
22TH
2010
|