LAND RESERVE AGREEMENT IN GIANG DIEN INDUSTRIAL ZONE No.:.../BTT-GD

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Loraine Wilkinson
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1 LAND RESERVE AGREEMENT IN GIANG DIEN INDUSTRIAL ZONE No.:.../BTT-GD Pursuant to Land Law No. 13/2003/QH11 dated November 26 th 2003 passed by National Assembly of the Socialist Republic of Vietnam; - Pursuant to Decree No. 181/2004/NĐ-CP dated 29 th October, 2004 of the Government of the Socialist Republic of Viet Nam on the enforcement of the Land Law; - Based on Decision No. 2801/QD-UBND dated 27 th August, 2008 signed by Dong Nai People s Committee on the establishment of Giang Dien Industrial Zone in Trang Bom and Long Thanh District, Dong Nai Province and permission Corporation for the Development of Bien Hoa Industrial Zone to be the Investor; - Based on Decision No. 1054/QD-BTNMT dated 21 st May, 2008 signed by Dong Nai Departmentt of Natural Resources and Environment on approval of the report on environmental impact assessment of the Project Investment Construction and Trading in technical Infrastructure of Giang Dien Industrial Zone ; - Based on Decision No.1648/QĐ-UBND dated 28thJune, 2010 on the adjustment of Decision No.1548 dated 18thJune, 2010 passed by the chairman of The Provincial People s Committee on approval of the project changing the Corporation for the development of Bien Hoa IZ to Sonadezi Corporation, operating with the parent compeny subsidiary. - Based on the Application for land lease dated of ; This Agreement is signed on this day by and between: LESSOR (PARTY A) : SONADEZI CORPORATION - Decision of Establishment No. 1713/QĐ.UBT dated December 15 th 1990 of Dong Nai People's Committee - Decision of Conversion No. 1648/QĐ-UBND dated June 28 th 2010 of Dong Nai People s Committee. - Address : No.1, Road 1, Bien Hoa I Industrial Zone, Dong Nai. - Telephone No. : / Fax No.: Bank Account : Foreign currency : : Vietnamese Dong : At Vietinbank Bien Hoa IZ Branch - Tax code : Representative : Ms. DO THI THU HANG - Position : General Director 1

2 * LESSEE ( PARTY B ) : - Investment License No : - Head Office : - Telephone No : Fax No : - Bank account : - Tax code : - Representative : - Position : Both parties hereby mutually negotiated and agreed to execute the Contract on subleasing land in Giang Dien Industrial Zone (hereafter called the Contract) for setting up the factory manufacturing In order to create the favourable conditions for Party B in the process of applying for the Investment License for setting up the factory in Giang Dien Industrial Zone, both parties hereby mutually negotiated and agreed to execute this Agreement on reserving the land for Party B in Giang Dien Industrial Zone (hereafter called the Land Reserve Agreement) with the following conditions: ARTICLE 1 : LOCATION AND AREA OF THE LAND 1.1. Party A agrees to reserve for Party B the Land Plot No. covering the area of m 2 in Giang Dien Industrial Zone (hereafter called the Land ) to set up Location and area of the Leased Land defined in the extracted Diagram of the Land attached with the Land Reserve Agreement. ARTICLE 2: LAND RESERVING CONDITIONS Party B agrees with the land reserving conditions as follows: 2.1. Land using fee Land rental - The land rental: US$ 0.5/m 2 /year (not inclusive of Value Added Tax) - The land rental will be adjusted up every 05 years with an increase in accordance with the increased adjustment of Dong Nai People's Committee. - The land rental is charged from.., 2010 (from the signing date of Land Sublease Contract). - For the first year, the land rental (not inclusive of Value Added Tax) is calculated on the following principles: (price) US$ /m 2 /year m 2 x (area)m 2 x../ 12 months =. US$ (in words. ) Term of payments: Within 30 (thirty) days from the signing date of Land Sublease Contract. 2

3 - Party B must pay the land rental to Party A by March 31st annually at the latest Infrastructure using fee: - This fee shall be charged for the maintenance of all technical infrastructure utilities in the Industrial Zone such as traffic roads, lighting system, water supplying pipeline, sewerage, green area and hygienic condition of the Industrial Zone. - The infrastructure using fee:..usd/m 2 /.year (not inclusive of Value Added Tax) - This fee is charged from.., 2010 (from the signing date of Land Sublease Contract). - Party B must pay the infrastructure using fee to Party A with 02 stages, as follow: - The first payment: 50% of the total value of the contract, within 30 (thirty) days from the signing date of Land Sublease Contract, by.., 2010 at the latest. - The second payment: 50% of the total value of the contract, by.., 2010 at the latest (from the first payment 06 months at latest) Management fee: - This fee shall be charged for the management and maintenance of all technical infrastructure utilities in the Industrial Zone. - Management fee is 0.5 USD/m2/year (not inclusive VAT) - This fee is charged from.., 2010 (from the signing date of Land Sublease Contract). - For the first year, the land rental (not inclusive of Value Added Tax) is calculated on the following principles: (price) US$ /m 2 /year m 2 x (area)m 2 x../ 12 months =. US$ (in words. ) Term of payments: Within 30 (thirty) days from the signing date of Land Sublease Contract. - Party B must pay the management fee to Party A by March 31st annually at the latest Land reserve period - Land reserve period shall be 30 (thirty) days from the signing day of the Land Reserve Agreement. - The Land reserve period shall be subject to change by Party A when Party B has the legitimate reasons and send to Party A the written letter and must be accepted by Party A. However, its deal line will be not extended for more than 03 times because of any reasons Deposit 3

4 The land reserve deposit in Giang Dien Industrial Zone shall be US$1/m 2, concretely as follows: US$/m 2 x. M 2 = US$.. (in words:.) - Party B shall pay Party A the deposit for reservation within 10 (ten) days from the signing day of the Land Reserve Agreement. - The deposit shall be deducted to the last payment (the second payment) when Party B pay the infrastructure using fee to Party A. - Within 30 (thirty) days counting from the signing day of the Land Reserve Agreement, if Party B is not granted the Investment License in Giang Dien Industrial Zone resulted not from an external factor, then Party A shall not refund the land reserve deposit mentioned above to Party B and the Land Reserve Agreement will be liquidated and invalid automatically. In the case, it is not the subjective fault of Party B, Party A will return the deposit mentioned above to Party B. - Within 30 (thirty) days counting from the granting day of Investment License in Giang Dien Industrial Zone, if Party B do not proceed with the signing of the Land Sublease Contract with Party A, Party A shall not refund the land reserve deposit mentioned above and the Land Reserve Agreement will be automatically invalid Environmental Protection Party B commits to follow all regulations in accordance with Laws on Environmental Protection of Vietnam and Party A in Giang Dien Industrial Zone Water discharge and wasterwater treatment system in Party B s factory must be constructed separately and checked by Party A in the process of construction Party A has constructed a central wastewater treatment system in Giang Dien Industrial Zone in accordance with Laws on Environmental Protection of Viet Nam and another related documents Party B shall commit to treat the wastewater in the Leased Land conforming to the allowable limit into the wastewater treatment plant of Giang Dien Industrial Zone before discharging the wastewater into the central wastewater treatment system in Giang Dien Industrial Zone. - The wastewater treatment of Party B shall be monitored and inspected by Party A and Environmental Management Authorities. - Party B shall commit to treat, at its own expenses, the wastewater in the Leased Land conforming to the allowable limit as regulated in the Influent Limits of the wastewater treatment plant of Giang Dien Industrial Zone before discharging the wastewater into the central wastewater treatment system in Giang Dien Industrial Zone. - The wastewater volume shall be calculated at 80 % the amount of the water supplied to the leased land. - The details shall be mentioned in a separate contract, which is discussed and signed in another wastewater treatment contract. 4

5 2.5. Party B s demand for electricity and water - Construction period: from.to. + Electricity: kva + Water : m3/day - Operation period: from onward: + Electricity:.. kva + Water : m3/day ARTICLE 3: RIGHTS AND LIABILITIES OF THE PARTIES 3.1. Rights and liabilities of the Party A - Party A shall take the responsibility to reserve the land for a period of 01 (one) month from the date of signing the Land Reserve Agreement, in order to give Party B enough time to apply for the Investment License in Giang Dien Industrial Zone. - Party A shall support Party B all procedures to complete the Investment License documents in Giang Dien Industrial Zone. - Party A shall not refund the deposit in case that is mentioned at the subarticle 2.3. of the Land Reserve Agreement Rights and liabilities of the Party B - Party B has the duty to pay the deposit to Party A as mentioned at the subarticle 2.3. of the Land Reserve Agreement. - Party B shall construct its factory.. in the leased land on - Commencing from the signing date of the Land Reserve Agreement, Party B is agreed to have access onto the Land for purposes of land measuring, inspection of land, soil test, and boring test conducive to the construction of factory on the Leased Land. - Within 30 (thirty) days counting from the granting day of Investment License in Giang Dien Industrial Zone, If Party B has to sign the Land Sublease Contract with Party A. - Party B shall be permitted to implement its project on the Leased Land after: + Having the Investment License, Construction License. + Signing the Land Sublease Contract with Party A + Having signed and executed the Memorandum of Agreement on construction of the factory in Giang Dien Industrial Zone with Party A. + Signing the Agreement on using infrastructure in Giang Dien Industrial Zone with Party A. 5

6 - Party B has to supply the electricity, water need schedule for each period so that Party A and other specific authorities shall consider and set reasonably. Party B shall sign the electricity, water, communication consumption contracts with the specific authorities. - Party B commits to follow all regulations in accordance with Laws on Environmental Protection of Vietnam in Giang Dien Industrial Zone. - Party B commits to use the Land as the purpose mentioned in the Investment License. ARTICLE 4: TERMINATION OF THE AGREEMENT Land Reserve Agreement shall be terminated alternatively with the option of: 4.1. After 10 (ten) days counting from the date of signing Land Reserve Agreement, Party B does not pay the deposit amount to Party A as mentioned in sub-article On the expiry of 30 (thirty) days time limit counting from the date of signing Land Reserve Agreement, Party B (with its fault) does not receive the Investment License in Giang Dien Industrial Zone Within thirty 30 (thirty) days counting from the date Party B receives the Investment License in Giang Dien Industrial Zone, Party B still not signs Land Sublease Contract with Party A Party B does not follow the commitment mentioned in sub-article Upon the signing and coming into effective of the Land Sublease Contract with Party A Upon the extended period, Party B has not implemented the terms of the Land Reserve Agreement as stated under the sub-article 4.2, 4.3, 4.4, the Land Reserve Agreement will be liquidated automatically. Party A will retain the deposit of Party B and both Parties must not sign any documents. ARTICLE 5: FINAL PROVISION 5.1. Land Reserve Agreement supersedes all prior verbal and written commitment, communication and agreement All other terms which are not specified in Land Reserve Agreement shall be implemented by the Parties hereto in accordance with the Laws of Vietnam This Agreement is executed in 04 (four) Vietnamese versions and 04 (four) English versions with identical meaning. Each party keeps 02 (two) Vietnamese versions and 02 (two) English versions. Both parties hereto have read its contents hereof, have fully understood and admitted to be in compliance with their intentions. PARTY A General Director PARTY B General Director 6

7 DO THI THU HANG 7

LAND SUBLEASE CONTRACT FOR SETTING UP THE FACTORY IN GIANG DIEN INDUSTRIAL ZONE No.:... /HDTD

LAND SUBLEASE CONTRACT FOR SETTING UP THE FACTORY IN GIANG DIEN INDUSTRIAL ZONE No.:... /HDTD - Pursuant to Land Law No. 13/2003/QH11 dated 26 th November, 2003 passed by the National Assembly of the Socialist