Exhibit 10.12


 


REIT
New Materials Xinyi Co., Ltd. Phase 1 Project


 


Construction Agreement


 


	Contract-issuing party: 	REIT
    New Materials Xinyi Co., Ltd. (hereinafter referred to as Party A)
	Contractor:	Xinyi
    Yuanda Construction and Installation Engineering Co., Ltd. (hereinafter referred to as Party B)


 


Pursuant
to “Contract Law of the People’s Republic of China”, “Construction Law of the People’s Republic of China”
and other relevant laws and regulations, on the principle of equality, voluntariness, fairness and good faith and by consensus,
both parties hereby conclude and enter into the following agreements regarding the construction matters of construction project:


 


		I.	Project
                                         overview:



 


		1.	Project
                                         name: REIT New Materials Xinyi Co., Ltd. phase 1 project (including block workshop, insulation
                                         board workshop, new materials research institute, road and enclosing wall).



 


		2.	Project
                                         location: harbor district, Gangtou Town, Xinyi City



 


		3.	Contracting
                                         mode: contract for labor and materials.



 


		4.	Contracting
                                         content: all contents included in drawing (including contents modified in drawing review)



 


		II.	Project
                                         price



 


		1.	The
                                         provisional project price hereof is RMB Eighty Million only (hereinafter referred
                                         to as “provisional project price”), and the final settlement price will be
                                         settled by lowering 5% according to actual auditing after the project has passed the
                                         completion inspection.



 


		2.	Party
                                         A shall pay Party B 20% of the provisional project price within 10 days
                                         after signing this Contract, namely RMB Sixteen Million only; after this project
                                         has passed the completion inspection and handover is completed, Party A shall pay Party
                                         B the unpaid provisional project price within 10 days after this project has passed
                                         the completion inspection; and the residual payment shall be paid off in a lump sum within
                                         one week after the end of project settlement auditing.



 


		III.	Construction
                                         period



 


		1.	Commencement
                                         date: April 20, 2016



 


		2.	Completion
                                         date: February 27, 2017



 


		3.	The
                                         completion date of this project is subject to the day on which this project has passed
                                         all acceptance inspections conducted by Party A. For every delayed day, Party A is entitled
                                         to directly deduct 1% of the final project price.



 






     

     


    

 


		IV.	Project
                                         quality



 


		1.	Party
                                         B shall strictly follow all kinds of relevant rules, specifications, standards and requirements
                                         for construction etc. promulgated by Ministry of Industry and Information Technology,
                                         and guarantee that the quality of this project will meet Party A’s standards.



 


		2.	All
                                         concealed works of Party B during construction shall be endorsed by Party A before concealment;
                                         otherwise Party A is entitled to ask for inspection of the concealed works at any time.
                                         All expenses arising therefrom shall be borne by Party B, and the construction period
                                         delayed thereby will not be extended accordingly.



 


		3.	In
                                         case that rework is needed due to the nonconforming quality of this project, all expenses
                                         arising therefrom shall be borne by Party B, and Party B shall still compensate Party
                                         A all losses suffered therefrom.



 


		4.	The
                                         project warranty period is 12 months as of the completion date of this project,
                                         Party B shall be responsible for repairing all quality issues occurring during such period
                                         for free, and Party B shall still compensate Party A all losses suffered therefrom.



 


		V.	Completion
                                         acceptance



 


		1.	Party
                                         B shall arrange Party A to carry out completion inspection to this project at least 10
                                         days before the completion date stipulated hereof, and provide Party A the completion
                                         materials and completion inspection report approved by Party A at the same time.



 


		2.	If
                                         Party A finds any non-conformance in this project upon completion inspection, Party B
                                         shall make correction within 3 working days after receiving notice from Party A and arrange
                                         Party A for acceptance inspection again and pass it, and Party B shall bear all expenses
                                         arising therefrom; if Party B fails to make correction, arrange Party A for inspection
                                         again, or pass it as scheduled, for every delayed day, Party A is entitled to directly
                                         deduct 1% of the final project price.



 


		3.	After
                                         this project has passed the completion acceptance, Party B shall hand over relevant materials,
                                         equipment, documents, certificates etc. of this project, and as requested by Party A,
                                         to Party A.



 


		VI.	Settlement
                                         principle



 


“Jiangsu
Construction and Decoration Engineering Valuation Quota” (2014), “Jiangsu Installation Engineering Valuation
Quota” (2014), “Jiangsu Construction Project Cost Quota” (2014), and relevant construction costs
documents and policy adjustment documents currently in effect are adopted for settlement. All costs will be calculated and charged
according to “Jiangsu Construction Project Cost Quota” (2014). The intermediate value shall be applied to the
rate with upper and lower limit. Basic fee and standard increased expense will be charged for on-site safety and civilized construction
measure expenses, and the inspection and test fees are calculated according to actual costs incurred.


 






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		VII.	Party
                                         A’s rights and responsibilities



 


		1.	Party
                                         A is entitled to supervise the construction, and assign follow-up responsible person
                                         to serve as construction technical director and carry out follow-up inspection, in case
                                         of quality issue is found in Party B’s construction or construction is not carried out
                                         according to the drawing, the follow-up responsible person is entitled to order Party
                                         B to suspend the work or rework, and all expenses arising therefrom shall be borne by
                                         Party B.



 


		2.	Party
                                         A shall be responsible for organizing the completion inspection to this project according
                                         to the stipulations hereof.



 


		3.	Party
                                         A shall pay the project payment as agreed.



 


		VIII.	Party
                                         B’s rights and responsibilities



 


		1.	Party
                                         B shall ascertain the construction preparation work (including but not limited to materials,
                                         equipment and tools used for construction, and manning) before commencement of this construction,
                                         and submit construction commencement report to Party A.



 


		2.	Before
                                         commencement of this construction, Party B shall find out the conditions of underground
                                         utilities in construction site, and be responsible for protecting the existing underground
                                         utilities (including but not limited to communication, signal, power cable, water supply
                                         and drainage pipes, and gas pipeline) in construction site during construction period,
                                         and sign safety agreement with relevant units and eliminate the interference might occur
                                         during the construction, otherwise Party B shall bear full compensation responsibility
                                         for the loss caused to Party A or the third party.



 


		3.	Party
                                         B shall be responsible for designing the drawings of this project, and obtain Party A’s
                                         approval on the drawings; and Party B shall return all drawings of this project to Party
                                         A after the expiry of project warranty period.



 


		4.	Without
                                         written consent of Party A, Party B shall not subcontract or commission this project
                                         to the third party.



 


		5.	Party
                                         B shall be responsible for the safety of all personnel and properties in construction
                                         site through the entire process of project construction and project warranty period,
                                         apart from the accident caused by the mistake of Party A’s follow-up responsible person,
                                         Party B shall bear all compensation responsibilities and relevant expenses caused by
                                         the accident.



 


		6.	Party
                                         B shall conduct civilized construction and keep the construction site clean and tidy,
                                         before handover, the construction site shall meet the requirements of smooth, clean and
                                         tidy.



 


		7.	Party
                                         B shall buy insurance for relevant personnel or equipment as required by Party A, and
                                         pay the insurance expenses.



 






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		IX.	Responsibility
                                         for breach of contract



 


		1.	Where
                                         either party breaches the contract, the breaching party shall compensate the other party
                                         all losses suffered therefrom.



 


		2.	If
                                         Party B breaches the contract and fails to make correction within a reasonable time designated
                                         by Party A, Party A is entitled to rescind this contract; this contract will be rescinded
                                         starting from the third day as of the day on which Party A has issued written notice
                                         on rescission; the stipulation of this article will not affect Party B’s other due obligations
                                         or responsibilities for breach of contract as stipulated herein.



 


		X.	Force
                                         majeure



 


		1.	Force
                                         majeure event means the event that cannot be predicted, avoided or overcome by both Party
                                         A and Party B, including but not limited to war, turmoil, strike and natural disasters
                                         such as typhoon, rainstorm, flood, earthquake etc.



 


		2.	After
                                         the occurrence of force majeure event, Party B shall inform Party A immediately, and
                                         take effective measure to reduce the loss as soon as possible; Party B shall fully resume
                                         construction within 3 days after the end of force majeure event, and submit detailed
                                         report on such force majeure event and the impact caused by it as requested by Party
                                         A.



 


		3.	The
                                         construction period delayed due to force majeure shall be extended accordingly; and the
                                         losses caused by force majeure shall be borne by Party A and Party B respectively.



 


		XI.	Dispute
                                         settlement



 


		1.	The
                                         conclusion, effectiveness, interpretation, performance and dispute settlement of this
                                         contract shall be governed by the laws of the People’s Republic of China.



 


		2.	Any
                                         dispute arising from the conclusion or performance of this contract may be settled by
                                         both parties through consultation; if consultation fails, either party may file a lawsuit
                                         to the court (in the place where Party A is located).



 


		XII.	Effectiveness



 


		1.	This
                                         contract will become effective as of the date of signature and seal by both parties.



 


		2.	This
                                         contract is made in sextuplicate, each party holds 3 copies respectively, and each of
                                         them shall have the same legal effect.



 


	Party
        A:

         

        REIT
        New Materials Xinyi Co., Ltd. (Contract Seal)
	Party
        B:

         

        Xinyi
        Yuanda Construction and Installation Engineering Co., Ltd. (Seal)

	Responsible
person: /s/ Zhang Mo         
	Legal
representative: /s/ Ni Hongyvan        

	 	 
	Date:
    April 27, 2016	Date:
    April 26, 2016


 






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REIT
New Materials Xinyi Co., Ltd. Phase 1 Project


 


Description
on Preparation of Tender Control Price


 


		I.	Preparation
                                         basis:



 


		1.	“Code
                                         of Valuation with Bill Quantity of Construction Works” (GB50854-2013);



 


		2.	2014
                                         “Jiangsu Construction and Decoration Engineering Valuation Quota” (two volumes);



 


		3.	2014
                                         “Jiangsu Construction Project Cost Quota”;



 


		4.	2014
                                         “Jiangsu Installation Engineering Valuation Quota”;



 


		5.	Drawings
                                         of phase 1 project of REIT New Materials Xinyi Co., Ltd. provided by the commissioning
                                         party;



 


		6.	Materials
                                         price will be calculated according to the 1st issue of “Xinyi Project Cost Information”
                                         in 2016;



 


		7.	Document
                                         S. J. H. J. (2016) No. 117 shall apply for the adjustment of labor cost;



 


		8.	Relevant
                                         project cost documents promulgated by construction administrative department.



 


		II.	Description
                                         on the preparation of building projects:



 


		(I)	Block
                                         workshop, insulation board workshop:



 


		1.	In
                                         case of discrepancy between building construction drawing and structure construction
                                         drawing, the structure construction drawing shall prevail;



 


		2.	Earthwork
                                         is subject to the excavation of excavator, allocate 5% labor to look for the slope;



 


		3.	The
                                         distance of earthwork transportation is calculated by 1km;



 


		4.	Materials
                                         of brick foundation wall are MU15 non-clay type sintered bricks, and the class of masonry
                                         mortar is calculated according to M5 cement mortar;



 


		5.	Materials
                                         of exterior wall are concrete hollow blocks and MU15 sintered coal gangue common bricks,
                                         and the strength class of masonry mortar is calculated according to M7.5 mixed mortar;



 


		6.	Materials
                                         of interior wall are MU15 sintered coal gangue common bricks, and the strength class
                                         of masonry mortar is calculated according to M7.5 mixed mortar;



 


		7.	Brick
                                         foundation will be calculated for the part with brick wall;



 


		8.	Calculate
                                         the baseboard of emulsion paint according to the height of 150mm;



 


		9.	If
                                         the practice table of apron practice is different from floor plan, the practice table
                                         shall prevail;



 






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		10.	Practice
                                         of cement non-slip ramp:


 


		(1)	Plastering
                                         with 1:2 cement mortar of 20mm thickness, corundum slider of 15mm width, 80mm center
                                         distance, convex slope



 


		(2)	A
                                         path of neat cement



 


		(3)	C15
                                         concrete of 80-100mm thickness



 


		(4)	Gravel
                                         or rubble of 200mm thickness, inject with 1:5 cement mortar



 


		(5)	Rammed
                                         earth



 


		(II)	New
                                         materials research institute



 


		1.	Class
                                         of masonry mortar: exterior wall and interior partition wall are calculated according
                                         to M7.5 cement mortar, those under the ground or damp-proof course are calculated according
                                         to M10 cement mortar;



 


		2.	In
                                         case of discrepancy between building construction drawing and structure construction
                                         drawing, the structure construction drawing shall prevail;



 


		3.	The
                                         earthwork is calculated according to the labor allocated for excavation of excavator;



 


		4.	Calculate
                                         earthwork transportation by 1km;



 


		5.	Calculate
                                         ridge tile as cement ridge tile;



 


		6.	The
                                         damp-proof course of wall foundation is not calculated;



 


		7.	According
                                         to the requirements of commissioning party:



 


		(1)	In
                                         case of discrepancy between plane and vertical plane of stair railing, calculate according
                                         to the plane barrier-free railing;



 


		(2)	Stair
                                         surface is calculated according to 1:2 cement mortar of 20mm thickness;



 


		(3)	In
                                         case of discrepancy between the practice of exterior wall practice table (waterproof
                                         paint) and culture stone and surface brick wall surface of elevation drawing, calculate
                                         according to the culture stone and surface brick wall surface of elevation drawing.



 


		8.	Face
                                         brick exterior wall:



 


		(1)	Wall
                                         face brick of 300*600mm thickness



 


		(2)	1:0.1:2.5
                                         mixed mortar binding course of 6mm thickness



 


		(3)	1:3
                                         cement mortar of 13mm thickness



 


		(4)	Paint
                                         one path of neat cement



 


		(5)	Rock
                                         wool insulation board of 85mm thickness



 


		(6)	Planish
                                         base wall space with emery board, clear floating dust on the surface



 


		9.	Culture
                                         stone exterior wall:



 


		(1)	Culture
                                         stone wall of 200*400mm thickness



 


		(2)	1:1
                                         cement mortar of 2mm thickness



 


		(3)	1:2
                                         cement mortar of 6mm thickness



 


		(4)	1:3
                                         cement mortar of 16mm thickness



 


		(5)	Rock
                                         wool insulation board of 85mm thickness



 


		(6)	Planish
                                         base wall space with emery board, clear floating dust on the surface



 






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		10.	The
                                         decoration of independent column outside entrance hall is included in professional engineering
                                         for provisional valuation, calculate according to RMB1000/one



 


		11.	The
                                         specification of wall tiles in bathroom is calculated according to 300*600mm, and the
                                         specification of ground floor tiles in bathroom is calculated according to 300*300mm



 


		12.	The
                                         materials f eaves gutter and waterproof coiled materials are calculated according to
                                         roofing coil material (1.0 synthetic polymer waterproof sheet)



 


		III.	Description
                                         on the preparation of installation projects:



 


		(I)	Block
                                         workshop, insulation board workshop, new materials research institute:



 


		(1)	Calculate
                                         service-entrance cable to the place 0.2 meter away from apron, the cables needed excluded;



 


		(2)	In
                                         case of inconsistency between system drawing and general specification, floor plan, calculate
                                         according to system drawing;



 


		(3)	Calculate
                                         the water supply and drainage pipelines up to the outdoor valve well center, water meter
                                         chamber and water meter are excluded;



 


		(4)	For
                                         all inconsistencies between system drawing and floor plan, calculate according to system
                                         drawing.



 





 


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