Exhibit 4.64





Exhibit 4.64




Electronic Supervision No.: 3404002011B02208




State-owned Construction Land Use Right




Grant Contract




Made by the Ministry of Land and Resources of the People’s Republic of China and

The State Administration for Industry and Commerce of the People’s Republic of

China




 


 









 







Contract No.:310403 ChuRang




[2011]17




State-owned Construction Land Use Right Grant Contract




Parties to this Contract:




Grantor: Huainan Municipal Bureau of Land and Resources




Mailing Address: No.229 East Chaoyang Road, Huainan City




Postal Code: 232007




Tel: 0554-2685211




Fax: 0554-2685211




Name of Opening Bank: /




Account No.: /




Grantee: Huainan Huacheng Estate Co., Ltd.




Mailing Address: /




Postal Code: /




Tel: /




Fax: /




Name of Opening Bank: /




Account No.: /



 


 









 





Chapter 1 General Provisions




Article 1 In accordance with the Real Right Law of the People’s Republic of China, the Contract Law
of the People’s Republic of China, the Law of Land Administration of the People’s Republic of
China, the Law of the People’s Republic of China on Administration of the Urban Real Estates,
relevant administrative regulations and rules on land supply policies, both parties hereby enter
this Contract based on the principles of equality, voluntariness, compensation, honesty and
credibility.



Article 2 The ownership of the granted land belongs to the People’s Republic of China. The Grantor
can only grant the state-owned construction land use right to the Grantee in accordance with laws.
The resources and objects buried thereunder shall continue to be owned by the State.



Article 3 The Grantee shall have the right to possess, use, seek proceeds from and lawfully dispose
of the state-owned construction land obtained by the Grantee in accordance with law and shall be
entitled to, in accordance with law, construct buildings, structures and their ancillary facilities
by making use of such land.



Chapter 2 Delivery of the Granted Land and Payment of the Grant Fee




Article 4 The Registration No. of the land parcel hereunder is: HuaiGuoTuPai (2011) No.022, with a
total area of (in words) one hundred and forty-one thousand eighty-two square meters (in figures:
141082 square meters). Of which, the granted area of the land parcel is (in words) one
hundred and forty-one thousand eighty-two square meters (in figures: 141082 square meters).



The granted land hereunder is located in Sanhe Township, Shannan New District.



The ichnographic boundaries of the granted land hereunder:           /     . Please see the
Sketch of Ichnographic Boundaries of the Granted Land (Annex 1).



The vertical limits of the granted land hereunder are to take     /          as its upper limit
while to take     /          as its lower limit, with the altitude difference of
     /          meters. Please see the Sketch of Vertical Limits of the Granted Land (Annex 2).



The spatial extent of the granted land refers to the closed space formed by the vertical planes
constituted by the above-said boundary points and the upper and lower elevation level.



Article 5 The use purpose of the granted land hereunder is other ordinary commercial housing
land.



Article 6 The Grantor agrees to deliver the granted land to the Grantee prior to the date of April
7, 2011. And the Grantor agrees that the granted land shall meet the following land conditions
under Paragraph (1) of this Article upon delivering the land.



(1) To level the land and make it meet the conditions of      /     ;




The infrastructure around the land shall include:     /     ;


 


 









 





(2) Current Status:      /     .



Article 7 The use term of the state-owned construction land use right hereunder is 70
years, counting from the date when the granted land is delivered according to the Article 6 of
this Contract. In case of applying for completion of the formalities on state-owned construction
land use right which is previously allotted (or leased), the use term shall be counted from the
date when the contract is signed.



Article 8 The grant fee for the state-owned construction land use right hereunder is (in words) RMB
two hundred and fifty-eight million one hundred and seventy-six thousand four hundred (in figures:
RMB 258176400), with (in words) RMB one thousand eight hundred and twenty-nine point nine
seven (in figures: RMB 1829.97) per square meter.



Article 9 The advance deposit for the granted land hereunder is (in words) RMB     /     , (in figures) RMB     /     .The advance deposit shall be regarded as a
part of the payment for the grant fee.



Article 10 The Grantee agrees to pay to the Grantor the grant fee in a lump-sum payment for the
state-owned construction land use right according to Paragraph (2) of this Article:



(1) The grant fee for the state-owned construction land use right shall be paid up in lump-sum
payment within 0 days after this Contract is signed.



(2) The grant fee for the state-owned construction land use right shall be paid in two installments
according to the following time and amount.



The first installment is (in words) RMB one hundred and twenty-nine million eighty-eight thousand
two hundred, (in figures) RMB 129088200. Time of payment: before April 30, 2011.



The second installment is (in words) RMB one hundred and twenty-nine million eighty-eight thousand
two hundred, (in figures) RMB 129088200. Time of payment: before April 7, 2012.



In case the grant fee for the state-owned construction land use right is paid in installments, the
Grantee agrees to pay interests to the Grantor. When the second installment and each installment
thereafter are paid according to payment schedule, the interest shall be paid to the Grantor on the
basis of the interest rate published by the People’s Bank of China (PBOC) on the date when the
first installment occurs.



Article 11 After paying up all the grant fees of the land parcel in accordance with this Contract,
the Grantee may apply for the registration of use right of state-owned construction land granted by
presenting this Contract and payment receipt of the grant fee.


 


 









 





Chapter 3 Development, Construction and Utilization of the Granted Land




Article 12 The Grantee agrees that the investment intensity to develop the granted land hereunder
shall meet the criteria stipulated in Paragraph (1) of this Article:



(1) Where the granted land hereunder is used for construction of industrial projects, the Grantee
agrees that the fixed assets invested in the land hereunder are not less than the approved amount
or the amount put on file, (in words) RMB      /     (in figures: RMB     /     ) and
the investment intensity is not less than (in words) RMB     /     (in figures: RMB     /     ) per square meter. The total fixed asset investment in the granted land hereunder shall
include buildings, structures and their ancillary facilities as well as the grant fee.



(2) Where the granted land hereunder is used for construction of non-industrial projects, the
Grantee guarantees that the total investment to the granted land hereunder is not less than (in
words) RMB      /     (in figures: RMB      /     ).



Article 13 The new buildings, structures and their ancillary facilities established on the granted
land hereunder shall meet the planning conditions for the granted land determined by the municipal
(county) planning administrations. (Please see Annex 3).



The nature of the main building           /           ;




The nature of the attached buildings           /          ;




The total construction area           /          square meters;




The floor area ratio (FAR) is not more than      /     not less than      /     ;




Building height limitation:           /          ;




Building density is not more than 30% not less than      /     ;




Greening rate is not more than  /  not less than 50% ;




Other requirements for the land use: implement as per the plan approved by planning department.
Building height limitation: <12 meters north of Planning No.3 Road; <36 meters south of
Planning No.3 Road.



Article 14 The Grantee agrees to develop the granted land hereunder according to Paragraph      /     of this Article:



(1) The granted land hereunder is used for construction of industrial projects. In accordance with
the planning and designing conditions determined by the planning departments, within the boundaries
of the granted land hereunder, the land used for office buildings and life and service facilities
shall not be more than      /     % of the total area of the granted land, that is, not more
than      /     square meters, and the construction area shall not be more than      /      square meters. The Grantee agrees not to build non-productive facilities on the granted land
hereunder, including residential building, expert building, hotel, guest house, training center,
etc.


 


 









 





(2) The granted land hereunder is used for construction of residential projects. In accordance with
the planning and construction conditions determined by the planning and construction departments,
within the boundaries of the granted land hereunder, the total number of apartments shall not be
less than     /     sets, of which, the apartments with the construction area of less than 90
square meters shall not be less
than     /     sets and type of apartment shall be     /     . Within the boundaries of the
granted land hereunder, the land area used for developing apartments under 90 square meters shall
not less than     /     % of the total area of the granted land. In case the economically
affordable housing, low-rent housing and other government indemnificatory housing are developed
within the boundaries of the granted land hereunder, the Grantee agrees that Sub-paragraph      /     of this Paragraph applies upon completion of construction.



1. To transfer to the local government;




2. To be purchased by the local government;




3. To implement relevant administrative regulations on construction and sales of economically
affordable housing;



4.           /               .



Article 15 The Grantee agrees to construct the following necessary facilities within the boundaries
of the granted land hereunder, and transfer the same to the government without any compensation
upon completion of construction:



               /               



Article 16 The Grantee agrees that the construction projects on the granted land hereunder shall
commence prior to September 30, 2011 and complete prior to March 31, 2014.



In case the commencement of construction needs to be extended, the Grantee shall submit the
application for extension to the Grantor 30 days in advance. After the extension of commencement is
approved by the Grantor, the time of completion shall be extended accordingly. But the extension
shall not exceed one year.



Article 17 Any construction by the Grantee in connection with the use of water, gas, sewage or such
facilities as the main pipelines, substations and electricity-introducing projects outside the
granted land shall, in accordance with relevant regulations, be carried out.



The Grantee consents to the entering, passing and crossing of any kind of pipelines laid by the
government for public purposes. However, in case where the land use functions are affected as a
result thereof, the government or relevant utility construction entities shall make reasonable
compensations.



Article 18 The Grantee shall utilize the land on the basis of the land-use purpose and plot ratio
specified hereunder. Within the grant term, where the land use purpose hereunder needs to be
altered, both parties agree that Paragraph (2) of this Article applies:



(1) The Grantor shall take back the construction land use right with compensation from the Grantee;



 


 









 







(2) To go through the approval formalities of altering the land use purpose in
accordance with laws, to sign an alteration agreement on the contract for granting of state-owned
construction land use right or sign a new contract for granting of state-owned construction land
use right. The Grantee shall pay the difference between the evaluated market price of the
construction land use right with the new purpose at the time when such new purpose is approved and
the evaluated market price of the construction land use right with the previously approved purpose
and handle land change registration procedures.



Article 19 Within the use term of the granted land hereunder, the government reserves its right to
adjust the planning of the granted land hereunder. In case the original planning needs to be
modified, the existing buildings on the granted land parcel shall not be affected. But in case of
the reconstruction, renovation and rebuilding of the buildings, structures and their ancillary
facilities on the granted land within the use term, or applying for renewal of the contract upon
expiration of use term, the then-effective planning shall prevail.



Article 20 The Grantor shall not take back the state-owned construction land use right lawfully
used by the Grantee prior to the expiration of the use term specified herein. Under special
circumstances, where the Grantor needs to take back the state-owned construction land use right for
the purpose of social public interests prior to the expiration of use term, the Grantor shall
handle approval formalities in accordance with law and compensate the land user on the basis of the
value of buildings, structures and their ancillary facilities on the granted land at the time of
taking back, the evaluated market price of the remaining use term of the state-owned construction
land use right as well as the evaluated direct loss arising from such taking back.



Chapter 4 Transfer, Lease and Mortgage of the State-Owned Construction Land Use Right




Article 21 After the Grantee pays up the grant fee of the state-owned construction land use right
in accordance with this Contract and obtains the Certificate for Use of State-owned Land, the
Grantee is entitled to transfer, lease or mortgage all or part of the state-owned construction land
use right hereunder to a third party. The first transfer shall comply with the conditions under
Paragraph (1) of this Article:



(1) The investment and development of the granted land have commenced in accordance with this
Contract and 25% or above of the total investment has been made;



(2) The investment and development have commenced in accordance with this Contract and the
conditions for industrial or other construction land have been in place.



Article 22 The contracts on transfer, lease and mortgage of the state-owned construction land use
right shall not violate the national laws and regulations and this Contract.


 


 









 





Article 23 Where all or part of the state-owned construction land use right is transferred, the
rights and obligations specified in this Contract and in the land
registration documents shall be transferred accordingly. The use term of the state-owned
construction land use right is the use term specified in this Contract less the number of years
during which the Grantee has used the land.



Where all or part of the state-owned construction land use right hereunder is leased, the rights
and obligations specified in this Contract and in the land registration documents shall be still
borne by the Grantee.



Article 24 Where the state-owned construction land use right is transferred or mortgaged, both
parties to the transfer and mortgage shall apply for registration of changes for the land use right
at the land and resources administrative department by presenting this Contract, contract on
transfer or mortgage and the Certificate for Use of State-owned Land.



Chapter 5 Expiration of Term




Article 25 When the use term specified herein expires, and the land user intends to continue using
the granted land hereunder, an application for renewal shall be submitted to the Grantor not less
than one year prior to the expiry of use term. The Grantor shall approve such renewal unless the
Grantor needs to take back the granted land hereunder for the purpose of social public interests.



When the use term of the construction land use right for residential purpose expires, it shall be
renewed automatically.



When the Grantor approves the renewal, the land user shall handle the compensated land-use
formalities on granting and lease, sign new compensated land use contracts on granting and lease
and pay land grant fee, rent and other compensated land use charges in accordance with law.



Article 26 In case the grant term of the land expires and the land user applies for renewal, but
fails to obtain approval by the Grantor for the purpose of social public interests, the land user
shall return the Certificate for Use of State-owned Land and handle the deregistration of the
state-owned construction land use right according to regulations. The state-owned construction land
use right shall be taken back by the Grantor without compensation. In respect of the buildings,
structures and their ancillary facilities on the granted land hereunder, the Grantor and the land
user agree that Paragraph (1) of this Article applies:



(1) The Grantor shall take back the above-ground buildings, structures and their ancillary
facilities on the granted land, and make the corresponding compensation to the land user based on
the residual value of these buildings, structures and their ancillary facilities at the time of
taking back.



(2) The Grantor shall take back the above-ground buildings, structures and their ancillary
facilities on the granted land without compensation.


 


 









 





Article 27 In case the land grant term expires and the land user does not apply for renewal, the
land user shall return the Certificate for Use of State-owned Land and
handle the deregistration of the state-owned construction land use right according to regulations.
The Grantor will take back the state-owned construction land use right without compensation. The
above-ground buildings, structures and their ancillary facilities on the granted land shall be
taken back by the Grantor without compensation. The land user shall guarantee the normal use
functions of the above-ground buildings, structures and their ancillary facilities. Their
deliberate destructions shall be prohibited. Where the above-ground buildings, structures and their
ancillary facilities lose their normal use functions, the Grantor may demand the land user to
remove or dismantle the above-ground buildings, structures and their ancillary facilities to
restore the leveled ground on the granted land.



Chapter 6 Force Majeure




Article 28 Either party shall be exempt from responsibility where it is prevented from performing
this Contract in whole or in part due to force majeure. But when the conditions permit, the
prevented party shall take any necessary remedial measures to reduce the losses caused by force
majeure. The party concerned shall not be exempt from responsibility when force majeure occurs
during delay of performance.



Article 29 The prevented party shall notify the other party in written form by mail, cable or fax
within 7 days to provide the detailed information of the event, and within 15 days following the
occurrence of force majeure, a valid document for evidence shall be provided to the other party to
explain its failure to perform, or its delay in performing, all or part of this Contract.



Chapter 7 Liabilities for Breach of the Contract




Article 30 The Grantee shall pay the grant fee of the state-owned construction land use right on
time according to the provisions herein. In case the Grantee fails to pay on time the grant fee of
the state-owned construction land use right, as from the overdue date, the Grantee shall pay to the
Grantor a penalty of 0.1% of the overdue amount per delayed day. If the Grantee is delinquent in
paying the grant fee of the state-owned construction land use right for a period of more than 60
days, and upon the Grantor’s demand for payment, still fails to pay the grant fee of the
state-owned construction land use right, the Grantor has the right to terminate this Contract, and
the Grantee has no right to demand the Grantor to refund the advance deposit. The Grantor may claim
damages from the Grantee.


 


 









 





Article 31 In case the Grantee terminates its investment and construction on the granted land for
any cause attributable to the Grantee, and proposes to the Grantor to request to terminate this
Contract and return the granted land, the Grantor shall report for approval to the people’s
government approving the land grant plan. Upon approval, the Grantor shall, according to the
following provisions, refund all or part of the grant fee of the state-owned construction land use
right (at no interest) except for the advance deposit hereunder, and take back the state-owned
construction land use right. All the existing buildings, structures and their ancillary facilities
within the boundaries of the granted land may not be compensated and the Grantor may demand the
Grantee
to remove or dismantle the existing buildings, structures and their ancillary facilities to restore
the leveled ground. But in case the Grantor intends to continue using the existing buildings,
structures and their ancillary facilities within the boundaries of the granted land, the Grantor
shall make reasonable compensation to the Grantee:



(1) Where the Grantee makes an application to the Grantor not less than 60 days before one year
following the commencement date of construction specified hereunder, the Grantor shall refund to
the Grantee all the paid grant fee of the state-owned construction land use right other than the
advance deposit.



(2) Where the Grantee makes an application to the Grantor between one year and two years following
the commencement date of construction specified hereunder but not less than 60 days before the
second year, the Grantor shall refund to the Grantee the paid grant fee of the state-owned
construction land use right, net of the advance deposit specified hereunder and the land idleness
charges levied according to regulations..



Article 32 Where the granted land is left unused for more than one year but less than two years for
any cause attributable to the Grantee, the Grantee shall pay the land idleness charge in accordance
with law. In case the construction on the granted land does not commence, resulting in the land
left unused for more than two years, the Grantor has the right to take back the state-owned
construction land use right without compensation.



Article 33 In case the Grantee fails to commence construction on the date agreed herein or such
other date as may be agreed in the case of extension of construction, the Grantee shall pay to the
Grantor a penalty of 0.02% of the total grant fee of the state-owned construction land use right
per delayed day. The Grantor has the right to demand the Grantee to continue performance of this
Contract.



In case the Grantee fails to complete construction on the date agreed herein or such other
date as may be agreed in the case of extension of construction, the Grantee shall pay to the
Grantor a penalty of 0.02% of the total grant fee of the state-owned construction land use right
per delayed day.



Article 34 In case the total investment in fixed assets, the investment intensity and the
total development investment fail to reach the standards set forth herein, the Grantor has the
right to demand the Grantee to pay a penalty in the same proportion of the grant fee of the
state-owned construction land use right as the proportion of the actual difference in the agreed
total investment and investment intensity indicator and demand the Grantee to continue performance
of this Contract.


 


 









 





Article 35 In case the floor area ratio, building density or any other indicator of the granted
land is below the minimum standard specified hereunder, the Grantor has the right to demand the
Grantee to pay a penalty in the same proportion of the grant fee of the state-owned construction
land use right as the proportion of the actual difference in the agreed minimum standard, and
demand the Grantee to continue performance of this Contract. In case the floor area ratio, building
density or any other indicator of the
granted land exceeds the maximum standard agreed herein, the Grantor has the right to take back the
area that exceeds the maximum standard, and has the right to demand the Grantee to pay a penalty in
the same proportion of the grant fee of the state-owned construction land use right as the
proportion of the actual difference in the agreed standard.



Article 36 In case the greening rate, the proportion of office buildings and life and service
facilities, the construction area of office buildings and life and service facilities or any other
indicator does not meet the standard provided for herein, the Grantee shall pay the Grantor a
penalty of      /     ‰ of the grant fee of the state-owned construction land use right, and
remove or dismantle the relevant greening and architectural facilities.



Article 37 Where the Grantee pays the grant fee of the state-owned construction land use right,
pursuant to the provisions herein, the Grantor shall deliver the granted land on time pursuant to
the provisions herein. In case the delivery is delayed for any cause attributable to the Grantor,
the Grantor shall pay the Grantee a penalty of 0.1% of the grant fee of the state-owned
construction land use right paid by the Grantee per delayed day. Land-use period starts from the
actual delivery date. In case the Grantor fails to deliver the granted land for a period of more
than 60 days and still fails to deliver the land upon the Grantee’s demand, the Grantee has the
right to terminate this Contract. The Grantor shall refund twice the advance deposit to the
Grantee, together with the remaining portion of the grant fee of the state-owned construction land
use right. The Grantee may claim damages from the Grantor.



Article 38 In case the Grantor fails to deliver the granted land on schedule, or the delivered
land does not meet the land conditions provided herein or modifies land use conditions
unilaterally, the Grantee has the right to demand the Grantor to fulfill its obligations pursuant
to the specified conditions and compensate the direct loss incurred by the Grantee as a result of
the delay of delivery. Land-use period starts from the date when the agreed land conditions are
fulfilled.



Chapter 8 Applicable Law and Dispute Resolution




Article 39 The formation, validity, interpretation and performance of, and resolution of disputes
in connection with, this Contract, shall be governed by the laws of the People’s Republic of China.



Article 40 Any dispute arising from this Contract shall be first resolved by consultation between
both parties. If no resolution can be reached by consultation, such dispute shall be resolved by
the means as set forth in Paragraph (1) of this Article:



(1) By referring the dispute to Huainan Arbitration Commission for arbitration;




(2) By filing a lawsuit at the people’s court in accordance with law.


 


 









 





Chapter 9 Supplementary Provisions




Article 41 The grant plan of the land hereunder has been approved by Huainan Municipal
People’s Government. This Contract shall take effect as of the date when it is signed by both
parties.



Article 42 Both parties to this Contract guarantee that their names, mailing addresses, telephone
numbers, facsimiles, account opening banks, agents and other information given herein are true and
effective. In case of any change in the information on the part of either party, such party shall
notify the other party in writing of that change within 15 days, failing which the responsibility
for the failure to notify in time as a result thereof shall be borne by the changing party.



Article 43 This Contract, including its annex, has twenty-one pages and is written in Chinese.



Article 44 The price, amount, area and other items in this Contract shall be written in both words
and figures. In case of any discrepancy, the amount in words shall prevail.



Article 45 In case of any matter not covered herein, both parties may enter into the supplementary
terms as an annex hereto, which shall have the same legal effect as this Contract.



Article 46 This Contract shall be executed in four copies, with each party retaining two copies,
and all the copies shall have the same legal effect.



Supplementary Terms




The planned use purpose of the land hereunder: commercial service & residential; grant term: 40 and
70 years.


 


 









 





	 	 	 	 	 	 	 
	Grantor:

	 	 	 	Grantee:	 	 
	 
	 	 	 	 	 	 
	(Company Seal) [seal: Huainan
Municipal Bureau of Land and
Resources]

	 	 	 	(Company Seal) [seal: Huainan
Huacheng Estate Co., Ltd.]	 	 
	 
	 	 	 	 	 	 
	Entrusted agent:

	 	 	 	Legal representative:	 	 
	 
	 	 	 	 	 	 
	/s/ Qiong Wang
 


	 	 	 	/s/ Jianhui Wu
 

	 	 






April 7, 2011