Unassociated Document




Cooperation Agreement







Between


   


Administration Committee of Sino-Singapore Tianjin Eco-city


  


and


  


Deyuagri (Tianjin) Co., Ltd.


 




  





  










 




 


The Parties to the Agreement (hereinafter referred to as "the Parties")


 


Party A: Administration Committee of Sino-Singapore Tianjin Eco-city (“Party A”)


 


Party A is the representative organisation of Tianjin Municipal Government, and on behalf of the Tianjin Municipal Government, carries out unified administrative management to Sino-Singapore Tianjin Eco-city (“Eco City”).


 


Party B: Deyuagri (Tianjin) Co., Ltd. (“Party B”)


 


Party B was established with the registered capital of RMB 10 million Yuan paid up by Deyufarm Innovation Food (Beijing) Co., Ltd., and is principally engaged in wholesales and retail sales of packed food, technology development, import and export of merchandises, project investments, investment management, exhibition contracting and cultural and artistic exchanges (excluding performance).


 


To establish a strategic cooperative relationship between the Parties, Party A offers clear and definite governmental support and preferential treatment to Party B on development and investment operation in Eco City. Through friendly negotiation of the Parties, strategic cooperation agreement (hereafter referred to as the “Agreement”) is reached as follows:


 


Article 1      Supportive Policy


 


In order to support Party B’s operation and development in the Eco City, should Party B achieves an annual turnover of sales of RMB150 million Yuan, Party A shall offer policy support or preferential treatment to Party B as follows:


 


1.1. Business income tax: For the first two years from the profit-making year, Party A shall offer 100% financial support to Party B in respect of Eco City’s retained portion of the business income tax paid by Party B (i.e. on the 40% of business income tax), and for each of the following 3rd to 5th years, Party A shall offer 50% financial support to Party B.


 


1.2. Turnover tax and value added tax: For five years from the date of actual commencement of sales (to be determined as the time when the first invoice is issued), Party A shall offer 50% financial support to Party B in respect of Eco City’s retained portion (i.e. 100% of the turnover tax and 25% of the value added tax) of the turnover tax and the value added tax paid by Party B.


 


1.3. Personal income tax: Party A shall offer 50% reimbursement as incentive to those managerial and professional and technical personnel employed by Party B with annual salaries of above RMB60,000 Yuan, in respect of Eco City’s retained portion of the personal income tax paid by them prior to December 31, 2015 (i.e. on the 40% of the personal income tax). In the case that the personnel employed by Party B purchases real estate housing property in Eco City prior to December 31, 2015, Party A shall offer 100% reimbursement as incentives in respect of the Eco City’s retained portion of the personal income tax paid by the personnel of Party B.


 




  





  










 




 


1.4. Government Services: Party A shall actively assist Party B in establishing the organization, arranging for necessary verifications for commencement of business, obtaining valid documents or licenses approval, and actively assist employees of Part B who are from regions outside Tianjin City to register their residence in Tianjin City, social security coverage, title and help arrange for related procedures, etc.


 


Article 2      Confidentiality


 


2.1. The Parties shall keep confidential any non-public information of the Parties known to each other as a result of the execution and performance of this Agreement and, without the consent of the other party, none of the Parties shall disclose such confidential information to any third party or use such confidential information for any other purposes irrelevant to this Agreement. In the event that any one of the Parties is in default, the non-defaulting party shall have the right to take  action against the defaulting party and seek appropriate remedy and compensation.


 


2.2. The Parties shall not be released from the obligation of keeping confidentiality as a result of the termination of the Agreement until the related information has become public.


 


Article 3      Breach of the Agreement and Alteration


 


3.1. Party B shall not move away from Eco City during the term of this Agreement unless Party B shall repay all offered financial supports to Party A together with interests thereon according to bank lending rates in respect of the corresponding period.


 


3.2. In the case of there being changes of state tax revenue, financial laws, laws and regulations which may affect the implementation of the above mentioned preferential policies, the Parties shall on friendly basis negotiate for workable solutions and execute supplemental or modification agreements separately.


 


Article 4      Supplementary Provisions


 


4.1. This agreement shall come into effect from the date signing hereof by the respective authorized representatives of the Parties and affixing the official seals thereon, and shall bind the Parties as from the effective date. Either Party shall not rescind, terminate or alter this Agreement without consensus of the Parties through consultation.


 


4.2. Should there be outstanding issues after the signing hereof, the Parties shall timely consult with each other and execute a supplemental agreement. The supplemental agreement shall form an integral part of this Agreement and shall have the same binding effect on the Parties as this Agreement.


 


4.3. This Agreement is executed in duplicates and each of the Parties shall retain an original copy with equal legal binding effect.


 


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Signature page


 


Administration Committee of Sino-Singapore Tianjin Eco-city


 


Authorized Representative: 


/s/ Authorized Representative


(signed)


 


Date:  March 16, 2011


 


Deyuagri (Tianjin) Co., Ltd.


 


Authorized Representative: 


/s/ Authorized Representative


(signed)


 


Date:  June 16, 2011