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 Republic of Viet Nam; - 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; - Pursuant to Investment Law No 59/2005/QH11 dated 29 th November, 2005 passed by the National Assembly of the Socialist Republic of Viet Nam; - Pursuant to Decree No. 108/2006/ND-CP dated 22 nd September, 2006 of the Government of the Socialist Republic of Viet Nam on ; - Based on Decision No. 1054/QD-BTNMT dated 21 st May, 2008 signed by Dong Nai Department 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. 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.3072 dated 21 st October, 2009 Issued by Dong Nai People s Committee on approval of the detailed planning at the scale 1/2000 Of Giang Dien Industrial Zone in Trang Bom and Long Thanh District, Dong Nai Province; - Based on Decision No. 1648/QD - UBND dated 28 th June, 2010 Issued by Dong Nai People s Committee on adjustment of the Decision No. 1548/QD - UBND dated 18 th June, 2010 issued by Chairman of the People s Committee on approval of changing the Corporation For The Development of Bien Hoa Industrial Zone to Sonadezi Corporation, operating after the parent company subsidiary company model; - Based on the Land Lease Contract No. 33./HDTD-TĐtrn dated 29 th April, 2010 signed by and between Sonadezi Corporation and Dong Nai People s Committee - Based on the Investment License No. 4722100062. dated 8 th August, 2008 Issued by the DIZA allowing Sonadezi corporation to operate in Giang Dien Industrial Zone; - Based on the Investment License No.. dated Issued by allowing to operate in Giang Dien Industrial Zone; - Based on the Land Reserve Agreement No. /BTT-GD dated. Signed by and between Sonadezi Corporation and (hereafter called the Agreement); This Contract on subleasing land in Giang Dien Industrial Zone is made on this day 2010 by and between: * LESSOR (PARTY A) : SONADEZI CORPORATION 1
- Decision of Establishment: No 1713/QD-UBT dated December 15 th, 1990 of Dong Nai People's Committee. - Decision of Change : No 1648/QD-UBND dated June 28 th, 2010 of Dong Nai People's Committee. - Head Office : No.1, Road 1, Bien Hoa Industrial No.1, Dong Nai, Viet Nam. - Telephone No : 84-61-8860561 / 3830059 - Fax No : 84-61-8860573 / 3830749 - Bank Account : + Foreign currency : 102 020000 029 499 + Vietnamese Dong: 102 010000 267 942 At Vietincombank Khu Cong Nghiep Bien Hoa Branch - Tax code : 3600 335 363 - Representative : Ms. ĐO THI THU HANG - Position : General Director * 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 ARTICLE 1: LEASED LAND 1.1. Leased Land - - - Area:.. m 2 Lot No:.; Map No., District, Dong Nai Province Address: No, Road., Giang Dien Industrial Zone, District., Dong Nai Province. 1.2. Location and area of the leased land (hereafter called the leased land) are defined in accordance with the map No./TLDC at the scale 1/. issued by 2
Survey and Construction No.6 Co., Ltd. on, 2010 and confirmed by Dong Nai Land Registration Office on...., 2010. 1.3. This map is an integral legal part of the Land Lease Contract. 1.4. Party A will announce Party B when the Government changes the regulations in Industrial Zone. ARTICLE 2: LAND LEASING AND USING INFRASTRUCTURE PERIOD 2.1. Party A is permitted to lease out to Party B and using infrastructure in Giang Dien Industrial Zone with the land leasing period from the date that Party B received the Investment License to 01 st June, 2058 (hereafter called land leasing period). 2.2. Upon expiry, in case of the land subleasing period of Party A with the State of Vietnam and the Investment License issued to Party B is extended by the competent authorities, the land subleasing period shall be subject to change by Party A. The land use fee in the extended period will be renegotiated upon by both Parties at the prevailing price in complying with the Regulations of the State of Viet Nam. ARTICLE 3: LAND USING FEE AND TERM OF PAYMENT 3.1. Land rental: 3.1.1 The land rental (applied for 2010): 0.5 USD/m 2 /year (not inclusive of VAT). 3.1.2 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. 3.1.3 The land rental is charged from.., 2010 (from the signing date of Land Sublease Contract). 3.1.4 Party B must pay the land rental to Party A based on Payment Notices from Party A as follow: - For the year of 2010: + The amount to be paid (not inclusive Value Added Tax) is calculated on the following principles: (Price) US$ /m 2 /year m 2 x (area) m2 x (No of months)/ 12 months =. US$ (In words ) + Term of payments: Within 30 (thirty) days from the signing date of Land Sublease Contract. - From 2011 onward: Party B must pay the management fee to Party A based on Payment Notices and by March 31 st annually at the latest. 3.2. Infrastructure using fee: 3
3.2.1. This fee shall be charged for the purpose of inhabitant s compensation and relocation; building of the 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. This fee is charged from.., 2010 (from the signing date of Land Sublease Contract). Party B agreed to pay the infrastructure using fee to Party A with the one-time payment for whole leasing period is 40 USD/m 2 (not inclusive VAT) is calculated on the following principles: - The first, second and third year: the infrastructure using fee is 05 USD/m 2 /year (not inclusive VAT) and - The fourth year: the fee is 0.62 USD/m 2 (not inclusive VAT) and - From the fifth year to 01 st June, 2010: the fee is 0.53 USD/m 2 (not inclusive VAT). - The total value of the contract: USD (In words ) 3.2.2. Term of payments: Party B must pay the infrastructure using fee to Party A with 02 stages, as follow: - The first payment:..usd (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: USD (50% of the total value of the contract) by.., 2010 at the latest (from the first payment 06 months at latest). 3.3. Management fee: 3.3.1 This fee shall be charged for the management and maintenance of all technical infrastructure utilities in the Industrial Zone. 3.3.2 Management fee is 0.5 USD/m2/year (not inclusive VAT) 3.3.3 This fee is charged from.., 2010 (from the signing date of Land Sublease Contract). 3.3.4 3.3.4. Party B must pay the management fee to Party A based on Payment Notices from Party A as follow: - For the year of 2010: + The amount to be paid (not inclusive 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. 4
- From 2011 onward: + The amount to be paid annually (not including Value Added Tax) is: (price) US$ /m 2 /year m 2 x (area) m 2 =. US$ (in words.) + Term of payments: by March 31 st annually at the latest. 3.4. Value Added Tax: Party B must pay Value Added Tax in accordance with the current regulations of State of Viet Nam for the land rental in items 3.1; 3.2; 3.3 of this contract. 3.5. Deposit: Party A will deduct the deposit in the last payment (the second payment) when Party B pay the infrastructure using fee to Party A. 3.6. Payment currency: Party B based on Payment Notices from Party A to make all of the payment to Party A stated in this Contract in Vietnam Dong (VND) based on the Vietincombank exchange rate applicable on the date of payment. ARTICLE 4: WASTE WATER TREATMENT 4.1. The wastewater in Giang Dien Industrial Zone before being discharged into Buong River must be treated in conformity with the allowable limit stated National Technical Standards of the Industrial wastewater discharge QCVN 24:2009/BTNMT, in accordance with Laws on Environmental Protection of Viet Nam and another related documents. 4.2. Party A has constructed a central wastewater treatment system in Giang Dien Industrial Zone to ensure that before being discharged into Buong River, the wastewater shall be treated in conformity with the allowable limit stated in National Technical Standards of the Industrial wastewater discharge QCVN 24:2009/BTNMT, in accordance with Laws on Environmental Protection of Viet Nam and other related documents. 4.3. 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 Dong Nai 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. 5
- The wastewater volume shall be calculated at 80 % the amount of the water supplied to the leased land. Party B shall pay the wastewater treatment fee monthly based on the Payment Notice from Sonadezi Service Joint Stock Company. - The details shall be mentioned in a separate contract, which is discussed and signed by Party B and Sonadezi Service Joint Stock Company. ARTICLE 5: RIGHTS OF PARTY B 5.1. From the signing date of the Land Sublease Contract, Party B shall be entitled to access the Leased Land for purpose of land measuring, land leveling, inspecting and soil testing and boring in support of the construction of Party B s factory. 5.2. Party B will be permitted to do the business on the leased land in accordance with the contents of the Investment License of the Party B. 5.3. Party B shall be permitted to implement its project on the Leased Land after: - Having received the written note of factory design appraisal. - Having paid fully the amount as mentioned in Article 3.1, 3.2 and 3.3 under the Land Sublease Contract. - Having signed and executed the Memorandum of Agreement on construction of the factory as annex attached hereof. 5.4. Any factory, warehouse, building, structure or construction on the Leased Land shall be the property of Party B. Party B is entitled to pledge the value of its assets on the Leased Land at a bank in Viet Nam for getting loan for business activities. 5.5. Party B shall be granted the Certificate of Land Use Right in conformity with current regulations of the State of Viet Nam. ARTICLE 6: COMMITMENT OF PARTY A ON THE LEASED LAND 6.1. Party A commits to give Party B the full right to use the Leased Land for implementing its project in accordance with the Investment License except as mentioned in the Sub-article 5.2 of the Contract. 6.2. Party A agrees to assist Party B to execute all necessary procedures to enable Party B to obtain the Import Export License, Accounting Register Certificate as well as other works as authorized by Party B with the lowest charge to be agreed by both parties. 6.3. The telecommunication service, such as telephone and facsimile lines... shall be provided on the spot of the Leased Land by Dong Nai Telecommunication. Installation charges and consumption telephone charges shall be paid to Dong Nai Telecommunication at the expenses of Party B in accordance with the regulations of Dong Nai Post and Telecommunication. 6.4. Dong Nai Power One member Co., Ltd invests and constructs the 15(22) kv electricity transmission line to the leased land. 6.5. Party A is responsible to set up the water supplying pipeline with the diameter that ensures to supply the water for the factory of Party B with the volume of. M3/day. Party B shall sign a Water Consumption Contract with Party A and pay 6
the water consumption fee to Party A. The management and supply shall be responsible by Party A. 6.6. Party A, at its own expenses, shall be responsible for maintenance of the infrastructure facilities in Giang Dien Industrial Zone (except the electricity and communication system) during the leasing duration. 6.7. The land bordering and the official handing over the Leased Land to Party B will be taken not later than 10 (ten) days from the date of validity of the Land Lease Contract with the confirmation of DIZA. ARTICLE 7: COMMITMENT OF PARTY B THROUGHOUT THE LEASING PERIOD AND USING LAND LEASED IN GIANG DIEN INDUSTRIAL ZONE. 7.1. Party B shall undertake to use the Leased Land for the purposes as stated under the Investment License, and to obey the Laws of Viet Nam, as well as provisions stipulated in the Contract. 7.2. Party B shall construct its factory and operate its business activities on the Leased Land in compliance with the content of the Investment License and the rules of Giang Dien Industrial Zone as well as provisions stipulated in the Contract. 7.3. Party B shall be liable to all taxes and duties as specified in the Investment License and also other taxes as required by the Laws of Viet Nam. 7.4. During the valid term of the Contract, Party B shall not transfer, assign or sublease the land use right over the Leased Land without the agreement of Party A. In the case agreed by Party A, Party B must make all of the potential payment to transfer the leased land. The assignee must obey provisions stipulated in the Contract. 7.5. Party B may resell a part or the whole of its own assets on the Leased Land in compliance with the Laws of Viet Nam, the regulations of Giang Dien Industrial Zone and with the terms and conditions of this Contract. The buyer must sign a new Land Sublease Contract with Party A and undertakes in written that it will comply with the Laws of Viet Nam and all regulations of Giang Dien Industrial Zone. 7.6. During the term of contract, whenever Party B wants to return the Leased Land prior to the leased term with the reasonable cause, Party B shall have to give the written notice to Party A at least 06 (six) months in advance. 7.7. Party B, at its own expenses, shall be responsible for investment of the 15(22) kv electricity transmission line to connect to the grid of industrial zone and substation to supply power for the demand of Party B. 7.8. Party B shall not be permitted to dig, drill a well, and exploit underground water in the leased land or at any position in Giang Dien industrial zone without the agreement of State of Vietnam. 7.9. Party B shall prepare a water storage tank or water tower for its own use at its expense as water reserve in case of possible water supply shortage and to maintain stable water pressure during use process. 7.10. Party B shall submit to Party A all design drawings of the factory in the leased land to agree on infrastructure connection and Party A check the requirement of 7
technical construction in Giang Dien Industrial Zone before Party B apply the documents of design evaluation: - The master plan on site layout; - Structure of the factory s façade; - Ground leveling design; - Water discharging system; - Wastewater discharging system; - Electricity Supply Master Plan - Water Supply Master Plan; - Green area Master Plan. Soon after getting all construction design drawings, Party A assures to settle quickly and sending the approval letter of the construction design drawings to Party B in a soonest time. 7.11. Party B commits to protect the environment and strictly comply with the Laws on Environmental Protection of the State of Viet Nam and Party A in Giang Dien Industrial Zone. 7.12. Party B shall be liable and make full compensation to Party A as Party A suffer from any damages or losses caused by Party B, or by its staff or subordinators regardless of being intentional or unintentional during the construction and business activities in the leased land, in the leasing term. 7.13. Within 12 (twelve) months starting from the date of signing Contract, Party B must completely build the factory and put it into operation. If over the time, the project of Party B would not be implemented and put into operation; Party A shall send the reminding letter and considering giving an extension period of 03 months. Upon expiry of extension, the project of Party B has not been implemented, this Contract will be liquidated automatically and Party A shall recover the leased land to improve its using efficiency. 7.14. Party B commits to pay: land rental, infrastructure using fee and management fee, fully and within the time limits all the payment as stated at the Sub article 3.1, 3.2 and 3.3 of the Land Sublease Contract. 7.15. Party B commits to use the land in within the boundaries of the leased land. Party B must sign the General Memorandum on construction of the factory in Giang Dien Industrial Zone attached the Land Sublease Contract. 7.16. In the case, Party B dissolves or bankrupts prior to leasing term. Party A shall not return the deposit of Party B. ARTICLE 8: TERMINATION OF THE CONTRACT The Contract shall be terminated in the following cases: 8.1. By the end of lease term as mentioned at Sub article 1.2, the Contract shall be terminated except for Application for extension of investment duration of Party B is approved by Vietnamese Government, and Party B shall end all activities on site and at its own expense, to remove all the buildings, structures, equipment and materials 8
from the Leased Land within ninety (90) days from the expired date and to return the cleared Leased Land to Party A under the same good condition; and return the using land certificate of the leased land to Party A. 8.2. In case Party B fails to make payment fully and on the time of settlement as stated in Sub article 3.1, 3.2 and 3.3 of the Land Sublease Contract, Party A shall be entitled to charge interest on the over due amount without any written notice to Party B, at the interest rate of 10% (ten percent) per annum up to the date of the over due amount has been received by Party A or up to the date of this Contract is terminated due to the failure of making payment by Party B. 8.3. Party B is dissolved prior to the expiry of the duration or is declared bankrupt. ARTICLE 9: LANGUAGE, GOVERNING LAWS, AND WAIVER 9.1. Vietnamese and English languages shall both be used in the interpretation of this Contract. In the event there is any discrepancy in interpretation between the two languages, Vietnamese Language shall be prevailing. This Contract shall be governed by the Laws of Viet Nam and shall be binding upon the parties hereto. 9.2. Unless otherwise agreed in written by two Parties, the rights and obligations in the Contract shall not be altered, modified, amended or otherwise assigned by any party without written consents from the other party hereto. 9.3. The failure by any party hereto to enforce any provision of the Contract shall not be construed to be a waiver of such provision or its subsequent influence to the other provisions of the Contract. ARTICLE 10: JURISDICTION 10.1. Attempts shall be made to settle disputes during the Contract implementation by both Parties through negotiation and amicable settlement. Failing such settlement, the both Parties shall agree to refer this dispute to the Economic Court of Dong Nai province or to another authorized court of Viet Nam selected by the Parties for settlement and its decision shall be bound by both Parties. 10.2. In the process of implementing the land-lease contract, two Parties must abide by and implement any change in or adjustment to the law, decisions or regulations and other related legal documents made by the law of Vietnam or competent state agencies which affect the implementation of the terms of the land-lease contract. ARTICLE 11: FORCE MAJEURE Both Parties hereto agree to release the responsibilities of either contracting party for loss, injury, delay, damages or other casualty to the other contracting party as the reason of the Government s approval or regulations, or direction, or of the outbreak of a state of emergency, act of God, war, warlike hostilities, civil commotion, riots, epidemic, storms, fires, strikes, lockout, and any other similar causes beyond the reasonable control of the either party. 9
ARTICLE 12: FINAL PROVISION 12.1. The Contract supersedes all prior verbal and written communication, commitment, agreement. 12.2. Any other terms which are not specified in the Contract shall be implemented by the Parties in accordance with the Laws of Viet Nam. 12.3. The Contract is executed in both Vietnamese version 07 (seven) copies and English version 04 (four) copies. Each party keeps 02 (two) Vietnamese copies and 02 (two) English copies, Dong Nai Department of Natural Resources and Environment keeps 01 (one) Vietnamese copy, the Department of Finance keeps 01 (one) Vietnamese copy and the Dong Nai Industrial Zones Authority keeps 01 (one) copy. Both parties have read the contents hereof, have fully understood and acknowledged that these contents are in compliance with their intentions. PARTY A General Director PARTY B General Director DO THI THU HANG Bien Hoa,... 2005 DONG NAI INDUSTRIAL ZONES AUTHORITY (DIZA) Chairperson 10