Attached files
| file | filename |
|---|---|
| 8-K - CHINA ELECTRIC MOTOR, INC. | v207449_8k.htm |
| EX-99.1 - CHINA ELECTRIC MOTOR, INC. | v207449_ex99-1.htm |
Property
Purchase Agreement
Basic
information of the relevant Parties:
Seller:
Company
Name: Shenzhen
Jianhuilong Industry Co., Ltd.
Business
License No.: 4403012118591,
Address:
Room 1605, Leizhen Building, No. 40, Fuming
Road, Futian District, Shenzhen,
Post
Code: 518100
Legal
Representative: Zhou
Yan, Telephone: 13751093270
Identity
Card/Passport No.: ______________________
Agent:
______________________, Telephone: ________________
Identity
Card/Passport No.: ___________________
Address:
______________, Post Code: _____________________
Buyer:
Company
Name: Shenzhen YuePengCheng Motor Co., Ltd.
Business
License No.: 440306501123786
Address:
2nd
Fuyuan Road, Fuyong Hi-Tech Zone, Bao’An District, Shenzhen
Post
Code: 518103
Legal
Representative: Li
Jianrong, Telephone: 13802202980
Identity
Card/Passport No.: 440306196210050107
Agent:
______________________, Telephone: ________________
Identity
Card/Passport No.: ___________________
Address:
______________, Post Code: _____________________
Article
1 Target
of Transfer
The
property which the Seller contemplates to transfer (the "Property") is located
in 2nd Fuyuan
Road, Fuyong Hi-Tech Zone, Baoan District, Shenzhen.
The
Property is covered by six Property Title Certificates (the "Certificates")
which are listed respectively as follows:
|
Property
Name
|
Certificate
number
|
Location
|
Construction
Area (m2)
|
Registered
Purchase Price (RMB)
|
Registration
Date
|
|
Plant
No. 6, Guangyang Electric Motor Industrial Zone
|
Shenfangdizi No.
5000318969
|
2nd
Fuyuan Road, Fuyong Hi-Tech Zone, Baoan District, Shenzhen
|
6,628.56
|
18,559,968.00
|
June
26, 2008
|
|
Plant
No. 7, Guangyang Electric Motor Industrial Zone
|
Shenfangdizi No.
5000318970
|
2nd
Fuyuan Road, Fuyong Hi-Tech Zone, Baoan District, Shenzhen
|
6,326.54
|
17,714,312.00
|
June 26,
2008
|
|
Plant
No. 8, Guangyang Electric Motor Industrial Zone
|
Shenfangdizi No.
5000318971
|
2nd
Fuyuan Road, Fuyong Hi-Tech Zone, Baoan District, Shenzhen
|
6,340.00
|
17,752,000.00
|
June
26, 2008
|
|
Office
Building, Guangyang Electric Motor Industrial Zone
|
Shenfangdizi No.
5000318972
|
2nd
Fuyuan Road, Fuyong Hi-Tech Zone, Baoan District, Shenzhen
|
10,612.60
|
34,809,328.00
|
June
26, 2008
|
|
Residential
Building of Guangyang Electric Motor Industrial
Zone
|
Shenfangdizi No.
5000318973
|
2nd
Fuyuan Road, Fuyong Hi-Tech Zone, Baoan District, Shenzhen
|
5,395.63
|
16,078,977.00
|
June 26,
2008
|
|
Power
Supply Room
|
Shenfangdizi No.
5000318974
|
2nd
Fuyuan Road, Fuyong Hi-Tech Zone, Baoan District, Shenzhen
|
227.36
|
636,608.00
|
June
26, 2008
|
The land
use right in connection with the Property is valid during the period from May,
28, 2007 to May 27, 2057. The construction of the Property was completed in
January 2008.
Article
2 Current Status of the
Property Right
Shenzhen
Jianhuilong Industry Co., Ltd. is registered as the sole owner of the Property
under the Certificates. No mortgage or security is created over the
Property.
Article
3 Leasehold of the
Property
The
current status of the leasehold of the Property is as follows:
The
Property is subject to the following two lease contracts attached hereto as
Appendix: (i) one lease contract bearing the contract registration number of
Bao
0066050, providing for the monthly rent of RMB twenty five thousand five
hundred (RMB25,500), with the lease term from March 1, 2010 to March 31, 2012;
and (ii) the other lease contract bearing the contract registration number of
Bao
1690060, providing for the monthly rent of RMB sixty nine thousand six
hundred (RMB69,600.00), with the lease term from April 1, 2010 to March 31,
2012. The tenants under such two lease contracts being the Buyer hereunder, both
Parties agree to dispose of the lease contracts in the following manner: upon
transfer of the property right of the Property, the original lease contracts
shall terminate automatically and the rent thereunder shall be due and payable
for the period ending on the execution date of this Agreement and the Seller
shall refund to the Buyer the lease deposit and the prepaid rent (if any) which
the Buyer has already paid to the Seller pursuant to the lease
contracts.
Article
4 Property
Management
Currently,
the property management right of the Property belongs to the Seller. Upon
completion of government registration with respect to the transfer of the
Property right from the Seller to the Buyer, such property management right
shall be transferred to the Buyer accordingly.
Article
5 Purchase
Price
The total
purchase price of the Property shall be RMB one hundred seventy million nine
hundred thirty four thousand seven hundred and fourteen (RMB170,934,714.00), net
of taxes and fees (the "Purchase Price").
Article
6 Earnest
Money
The
earnest money for the transfer of the Property shall be RMB fifteen million
(RMB15,000,000) (the "Earnest Money"). The Buyer agrees to pay the Earnest Money
to the Seller at the execution date of this Agreement.
It is
suggested that the Earnest Money be deposited under an escrow account to be
opened with a bank as agreed upon by both Parties. The Earnest Money shall be
deemed as receipt by the Seller when the Earnest Money hits such escrow account.
The Earnest Money shall be deemed as a portion of the Purchase Price paid upon
completion of the government registration of transfer of the Property
right.
Article
7 Guarantee Money for
the Transfer of the Property
In order
to prevent any risk associated with the transaction hereunder and to ensure the
timely transfer of the Property and settlement of all the payments by the
Seller, both Parties agree to deduct RMB three million four hundred thousand
(RMB3,400,000.00) from the Purchase Price as the guarantee money for the
transfer of the Property (that gurantee money shall be no more than 2% of the
Purchase Price) (the "Guarantee Money") by the Seller. The Guarantee Money shall
be paid to the Seller upon actual transfer of the Property by the Seller and
completion of the government registration of transfer of the Property right. The
Guarantee Money shall be treated in the manner as provided in item
(ii):
(i) The
Guarantee Money shall be controlled by an intermediary party;
|
(ii)
|
The
Guarantee Money shall be paid by the Buyer in one installment after the
government registration of transfer of the Property right is completed and
new certificates for the Property are issued to the
Buyer.
|
Article
8 Payment
Method
Any
amount paid by the Buyer (including the Earnest Money and the Purchase Price)
shall be held on escrow through an escrow account opened with a bank as agreed
upon by both Parties, unless specially otherwise provided. Save for the
foregoing Earnest Money and the Guarantee Money, the Buyer shall pay the
Purchase Price of RMB one hundred fifty two million five hundred thirty four
thousand seven hundred and fourteen (RMB152,534,714.00) as provided in item (i)
as follows:
(i) Payment
in one installment
The Buyer shall deposit such amount before January 31, 2011 into
an escrow account opened with a bank as agreed upon by both
Parties;
(ii) Payment
though bank mortgage loan;
|
(a)
|
Save
for the Earnest Money and the Guarantee Money, the Buyer shall pay the
remaining amount of RMB __________ (RMB____________) to the
escrow account opened with a bank as agreed upon by both Parties no later
than ____________;
|
|
(b)
|
The
Buyer shall deliver any documents for application for the mortgage loan to
the bank and cooperate with such bank to complete the bank approval
procedure. The amount of the mortgage loan shall be the amount which the
bank undertakes to extend;
|
|
(c)
|
In
the event that the loan the bank undertakes to extend is not sufficient to
pay the remaining part of the Purchase Price, both Parties agree to handle
the situation as provided in item
____:
|
|
|
(x)
|
The
Buyer shall make the full payment of the remaining part of the Purchase
Price within 3 days as of the date of the letter of undertaking for the
Loan issued by the bank;
|
|
|
(y)
|
The
Agreement shall terminate and the Seller shall refund any amount paid by
the Buyer within 3 days after the termination of this Agreement.
or
|
(iii)
Other payment method as agreed upon by both Parties:
___________________
Article
9 Liability of the
Buyer for Late Payment
If the
Buyer makes any late payment (unless such late payment is owing
to the bank), the Seller is entitled to require the Buyer to assume
the liability for breach as provided in item (i) as follows:
|
(i)
|
The
Buyer shall pay liquidated damages at the rate of 0.04% of the amount of
the overdue payment per day of delay and the performance of this Agreement
will be continued;
|
|
(ii)
|
The
Seller is entitled to terminate this Agreement and require the Buyer to
pay liquidated damages amounting to ____% of the Purchase
Price.
|
Article
10 Taxes
and Fees
According
to the relevant regulations,
|
(i)
|
the
following taxes and fees (if any) shall be borne by the Seller: (i)
business tax, (2) urban construction and maintenance tax, (3) educational
surtax, (4) stamp tax, (5) individual income tax, (6) land
appreciation tax, (7) property transaction service fee, (8) land use fee,
(9) interests of early repaid short-term loan, and (10) penalty for early
repayment; and
|
|
(ii)
|
the
following taxes and fees (if any) shall be borne by the Buyer: (11) stamp
tax, (12) deed tax; (13) property right registration fee; (14) property
transaction service fee; (15) costs for stamped property certificates;
(16) mortgage registration fee; (17) notarization fee for the loan
(mortgage) contract; (18) notarization fee for a power of
attorney.
|
|
(ii)
|
Other
costs: (19) trade right investigation fee; (20) notarization fee for the
property purchase agreement; (21) appraisal fee; (22) legal fee; (23)
insurance premium; (24) other applicable fees (subject to actually
incurred amount).
|
Upon
consultation, both Parties agree that:
The taxes
under item (1) through item (10) shall be borne by the Seller and the taxes
under item (11) through item (24) shall be borne by the Buyer.
Any new
taxes and fees due to any changes in any laws, regulations and rules of the PRC
shall be paid in the manner as provided in item (i):
|
(i)
|
by
the Party as required by law, regulations or
rules;
|
|
(ii)
|
by
____ as agreed upon by both Parties;
or
|
|
(iii)
|
by
the Seller at the percentage of ___ % and by the Buyer at the percentage
of ___ %.
|
In case
of any change of the paying parties for the foregoing taxes which shall be borne
by the Seller and/or the Buyer upon negotiation between both Parties, the legal
responsibility shall remain unchanged.
In the
event that any Party fails to pay any taxes as agreed or as provided by any
laws, regulations, that render impossible the consummation of the transaction
hereunder, the defaulting Party shall pay 5% of the Purchase Price to the
non-defaulting Party as the liquidated damages.
Article
11 Transfer of the
Property
The
Seller shall complete the Property right transfer registration, transfer the
Property to the Buyer and handle the following matters within 30 days upon
execution of this Agreement:
|
(i)
|
inspect
jointly with the Buyer the status of the Property and verify the list of
the accessory facilities and equipment, decoration and fitting out works
and other objects, record water meters, electricity meters and gas meters,
and complete the hand-over
procedures;
|
|
(ii)
|
deliver
the keys of the Property to the Buyer;
and
|
|
(iii)
|
hand
over the property management right of the Property to the
Buyer.
|
Article
12 Liability for Late
Transfer of the Property by the Seller
If the
property right registration and the transfer of the Property fail to be
completed in a timely manner due to any reasons attributable by the Seller, the
Seller shall pay liquidated damages at the daily rate of 0.04% as penalty to the
Buyer while the performance of this Agreement by both Parties shall be
continued.
Article
13 Settlement of the
Outstanding Indebtedness
Upon
completion of the transfer of the Property, the Seller shall have settled the
payment of any accrued fees related to the water, electricity, gas, telephone,
cable television, property management and garbage clearance as incurred by the
Property, and the Seller shall provide the Buyer with the relevant receipts to
confirm such payment. Failing to do so, the Buyer is entitled to deduct any
outstanding payment from the Guarantee Money.
Article
14 Property Right
Transfer Registration
Both
Parties shall handle jointly the transfer registration procedure with the
department in charge of the property right registration within 30 days upon
execution of this Agreement.
Both
Parties shall make payment of the relevant taxes and fees within 5 days upon
expiry of the notice period as indicated in the acknowledgement
receipt.
The Buyer
shall be entitled to collect the newly issued certificates of the
Property.
Article
15 Other
Liabilities for Breach
In the
event that any Party fails to perform its obligations under this Agreement that
render impossible the achievement of the purpose of this Agreement, the
non-defaulting Party is entitled to choose either the Earnest Money or 5% of the
Purchase Price payable by the defaulting Party as the liquidated
damages.
Article
16 Force
Majeure
If any
Party is unable to perform any of its obligations under this Agreement due to
any force majeure event, such Party shall be exempted from performing its
obligation wholly or partially to the extent of the impact resulted from such
force majeure event, unless otherwise stipulated by law. The Party who is unable
to perform its obligations due to a force majeure event shall notify
the other Party promptly and shall deliver the relevant supporting documents to
the other Party after the end of the force majeure event.
Article
17 Resolution of
Conflict between this Agreement and other Documents
In the
event that this Agreement is in conflict with any national laws and regulations,
such laws and regulations shall prevail. This Agreement and any supplemental
agreements executed after the execution date of this Agreement shall have the
same legal effect.
Article
18 Appendixes
Two
appendices are attached to this Agreement forming an integral part of this
Agreement and shall have the same legal effect as this Agreement.
Article
19 Governing Law and
Dispute Resolution
Both
Parties agree to settle any dispute in connection with this Agreement through
consultation. In the event that a settlement cannot be reached, such dispute
shall be resolved in accordance with the laws of the People's Republic of China
as provided in item (i) below:
(i)
through arbitration processed by Shenzhen Arbitration Commission;
(ii)
through arbitration processed by China International Economic and Trade
Arbitration Commission, South China Sub-Commission; and
(iii)
through legal proceeding initiated at the People's Court.
Article
20 Counterpart and
Holding
This
Agreement shall be executed in three (3) counterparts: one (1) copy for the
Seller , one (1) copy for the Buyer and the third copy for the delivery to the
relevant authority. All the copies shall have the same legal
effect.
Article
21 Effectiveness
This
Agreement shall take effect upon the signings and affixing company chops by both
Parties.
|
Seller:
Signature: /s/ Zhou
Yan [Company Seal]
Seller
Agent:
(signature
& company chop)
|
Buyer:
Signature: /s/ Li
Jianrong [Company Seal]
Buyer
Agent:
(signature
& company chop)
|
|
December
31, 2010
|
December
31, 2010
|
Appendices:
|
1.
|
Lease
Contract (registration number: bao
0066050)
|
|
2.
|
Lease
Contract (registration number: bao
1690060)
|