State-owned Land Use Right Transfer Agreement

CHAPTER ONE: GENERAL

Article
1:  Parties of the State-owned Land Use Right Transfer Agreement (hereinafter
referred to as the “Agreement”):

       
Assignor:  The Bureau of
Land&Resources of Nanjing City, Jiangning district

       
Assignee: Nanjing
Goldenway Garments Co, Ltd.

This
Agreement is entered into between the Parties based on the principle of free
will, honesty and trust and upon consideration, in accordance with the Land
Administration Law of the People’s Republic of China, the Law of the People’s
Republic of China on Urban Real Estate Administration and other laws,
administrative regulations and local regulations.

Article
2: The Assignor leases the land use right subject to the authorization of the
laws. The ownership of the leased land belongs to the People’s Republic of
China. The State has jurisdiction and administrative power to the leased land
granted by the constitution and the laws, other state power provided by the laws
of People's Republic of China and rights and interests necessary for the
protection of social public interests. Underground resources, buried wealth and
municipal public facilities are not covered in the leased scope of land use
right.

CHAPTER TWO: CONDITION OF THE LEASED LAND AND PAYMENT OF
LEASING FEES

Article
3: The land (hereinafter referred to as the “Land”) leased to the Assignee by
the Assignor with the “as-is condition” is located to the east of the inner
circuit and to the north of the Chengxin Avenue of Jiangning Economic Technology
Development Zone. The Cadastre No. of the Land is  21-100-143-019  ,
the gross area of the Land is  112,442.30      square meters, deducting
            
square meters used for             
, therefore the actual area of the leased land is
  112,442.30    square meters. The extensions of the Land and the
coordinate of the boundary location points are specified in the Appendix:
Boundary Drawings of the Leased Land.

Article
4: The leased Land under this Agreement shall be used for industrial purposes.


Article
5: The lease term (hereinafter referred to as the “Lease Term”) of the land use
right under this Agreement shall be fifty (50) years, commencing from 
August 24, 2005, the approval date. 

Article
6: The leasing fees of the land use right of the Land under this Agreement shall
be RMB 300 per square meter, so the total leasing fees for the Land
(hereinafter referred to as the “Leasing Fees”) shall be Renminbi Thirty
Three Million Seven Hundred and Thirty Two Thousand Six Hundred and Ninety 
(RMB 33,732,690).

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Article
7: The Assignee shall pay Renminbi Five Million Fifty Nine Thousand Nine Hundred
and Four (RMB 5,059,904), equivalent to 15% of the Leasing Fees, to the Assignor
as the deposit (hereinafter referred to as “Deposit”) for the performance of
this Agreement on the date of signing of this Agreement by the Parties. The
Deposit may be set off as part of payment of the Leasing Fees of the Land.


	Article
8: The Assignee agrees to pay the abovementioned Leasing Fees to the Assignor
subject to Item (I) of this Article.

	(I) Pay the abovementioned Leasing Fees in a lump sum
within ten (10) days upon the execution of this Agreement.

	(II) Pay the abovementioned Leasing Fees in   
 installments to
the Assignor pursuant to the following time and amount.

	Phase I Renminbi                          
(RMB         
), payment time: before the      day of          , 
         .

	Phase II Renminbi                         
(RMB          ), payment time: before the 
     day of          ,          .

	Phase IIII Renminbi                          
(RMB         
), payment time: before the      day of          , 
         .

	Phase IV Renminbi                        
(RMB          ), payment time: before the 
     day of          ,          .

	CHAPTER III: LAND DEVELOPMENT CONSTRUCTION AND USE

Article
9: The Parties shall conduct an on-site check to verify the boundary markers of
the boundary location points of the Land according to the coordinate indicated
on the Appendix: Boundary Drawings of the Leased Land. The Assignee shall
properly protect the boundary markers of the Land and shall not arbitrarily
change the boundary markers. In the event of destroy or removal of the boundary
markers, the Assignee shall promptly send a written report to the Assignor,
applying for the re-surveying and re-mapping of the Land and restore the
boundary markers. 

	Article
10: In the event that the Assignee plans to build new constructions on the Land
under this Agreement, the new constructions shall comply with the following
requirements:

	Character of major
construction: industrial plant;

	Character of auxiliary
construction: industrial plant;

	Floor area ratio of the
construction: 1.42;

	Density of the construction:
35.47%; 

	Height limit of the
construction:       


	Landscape ratio: 28.38%;

	Other requirements on land
use:        


	 

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	Article
11: The Assignee agrees to construct the following projects on the Land under
this Agreement and transfer them to the government after the completion of
construction without any compensation:


(1)                   
;


(2)                   
;


(3)                   
.

Article
12: The Assignee agrees to commence the construction before December 31, 2005.
If the Assignee fails to commence its construction on time, the Assignee shall
submit the postpone application to the Assignor thirty (30) days in advance,
however, such postpone period shall not exceed one year in any circumstance. 


Article
13: When the Assignee builds constructions on the leased Land, the related use
of water, gas, sewage settlement, other facilities, the major pipelines outside
of the Land, converting station interface and connection projects shall observe
the relevant regulations. The
Assignee agrees that the piping and wiring installed for public utilities by the
government may enter, overpass or pass through the leased Land.  

Article
14: The Assignee shall, within thirty (30) days upon the payment of the Leasing
Fees of the land use right of the Land subject to the provisions of this
Agreement, apply to the Assignor for land registration with this Agreement and
the payment receipt of the Leasing Fees of the Land, receive the State-owned
Land Use Certificate and obtain the land use right of the Land. 

The
Assignor shall promptly handle the land use right registration and issue the
State-owned Land Use Certificate to the Assignee after its receipt of the
Assignee’s application for land registration. 

Article
15: The Assignee shall legally and reasonably use the Land and all its
activities on the leased Land shall not damage or destroy the surrounding
environment or facilities, provided that the state or any third party suffers
losses therefrom, the Assignee shall be responsible and indemnify such losses.


Article
16: During the Lease Term, the Assignee shall use the Land pursuant to the land
usage and land use conditions under this Agreement; provided that it’s necessary
to change the land usage or land use condition, the Assignee shall handle the
related approval procedures in accordance with the laws, submit application to
the Assignor and obtain the consent of the Assignor, upon which sign the
alteration agreement of the land use right transfer agreement or sign a new land
use right transfer agreement and adjust the Leasing Fees for the land use right
and handle the land alteration registration. 

Article
17: The government reserves the planning adjustment right over the Land under
this Agreement. In the case of adjustment of the original land use planning, the
existing constructions on the Land will not be influenced, however, any
rebuilding, restoring or reconstructing of the constructions or fixtures on the
Land during the Lease Term or the renewal term upon expiration of the Lease
Term, shall observe and perform the then effective planning.

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Article
18: The Assignor shall not withdraw the land use right of the Land legally
obtained by the Assignee before the expiration of the Lease Term under this
Agreement; In the event of prior withdrawal of the land use right for social
public interests, the Assignor shall provide the corresponding compensation to
the Assignee based on the specific circumstances.  


CHAPTER FOUR: TRANSFER,
LEASE AND

MORTGAGE OF LAND USE RIGHT

	Article
19: After the Assignee pays the Leasing Fees of the Land in full subject to the
provisions of this Agreement, receives the State-owned Land Use Certificate and
obtains the land use right of the leased Land, the Assignee may have the right
to transfer, lease or mortgage all or part of the land use right of the Land
under this Agreement, however, the primary transfer (inclusive of sell, exchange
or present as a gift) of the land use right during the remaining term, shall
comply with the requirements in the following Item (I) with the
Assignor’s acknowledgement:

		(I)	carry out the investment and development pursuant to this Agreement and complete
the development of more than 25% of the total investment; 
	(II)	carry out the investment and development pursuant to this Agreement and achieve
the conditions for industrial land or other construction land. 


Article
20: For the transfer or mortgage of the land use right of the Land, the parties
for transfer or mortgage shall sign the transfer or mortgage agreement in
writing; in the event that the lease term of land use right is more than six (6)
months, the landlord and the tenant shall also sign the lease agreement in
writing. Such transfer, mortgage and lease agreements of land use right shall
not violate the state laws and regulations and the provisions of this Agreement.


Article
21: The rights and obligations under this Agreement and registration documents
shall transfer and assign accordingly with the transfer and assignment of the
land use right of the Land. After the transfer and assignment of the land use
right of the Land, the term of the land use right shall be the remaining term
equivalent to the Lease Term under this Agreement minus the past term. Upon the
lease of all or part of the land use right under this Agreement, the rights and
obligations under this Agreement and the registration documents shall still be
assumed by the Assignee. 

Article
22: The overground constructions and other fixtures shall also be transferred,
leased or mortgaged with the transfer, lease or mortgage of the land use right;
the land use right shall also be transferred, leased or mortgaged with the
transfer, lease or mortgage of the overground constructions and other
fixtures.   

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Article
23: In the event of transfer, lease or mortgage of the land use right, the
parties of the transfer, lease or mortgage shall apply to the competent land
administration departments for land registration with this Agreement and the
related transfer, lease or mortgage contact and the State-owned Land Use
Certificate within thirty (30) days upon the execution of the related contract.

	CHAPTER FIVE: EXPIRATION OF THE TERM

Article
24: In the event of expiration of the Lease Term under this Agreement, provided
that the land user still plans to use the Land under this Agreement, the land
user shall submit the renewal application to the Assignor at lease one year
prior to the expiration of the Lease Term. Except that the Land under this
Agreement shall be withdrawn for social public interests, the Assignor shall
approve such application. 

If the
Assignor agrees to renew the term, the Assignee shall handle the compensable
land use procedures according to the laws, sign a new compensable land use
agreement with the Assignor and pay the land use fees.

Article
25: Upon the expiration of the Lease Term, the Assignee doesn’t submit the
renewal application or the Assignee’s renewal application is not approved
subject to the Article 24 herein, the Assignee shall return the State-owned Land
Use Certificate. The Assignor shall, on behalf of the state, withdraw the land
use right and handle the land use right release procedures subject to the
related regulations.

Article
26: Upon the expiration of the Lease Term, provided that the Assignee doesn’t
apply for renewal of the term, the Assignor shall be entitled to, on behalf of
the state, withdraw the land use right under this Agreement and the
constructions and other fixtures on the Land without compensation. The Assignee
shall keep the normal functions of the constructions and other fixtures on the
Land and shall not intentionally destroy them. If the constructions and other
fixtures on the Land are nonfunctional, the Assignor may have the right to
require the Assignee to remove or dismantle the constructions and other fixtures
on the Land and restore the leveling of the ground.   

Article
27: Upon the expiration of the Lease Term, provided that the Assignee’s renewal
application is rejected by the Assignor subject to the Article 24 herein, the
Assignor shall be entitled to, on behalf of the state, withdraw the land use
right under this Agreement without compensation, however, for the constructions
and other fixtures on the Land, the Assignor shall give the Assignee the
relevant compensation according to the surplus value of the constructions and
other fixtures on the Land at the time of withdrawal.

	CHAPTER SIX: FORCE MAJEURE

Article
28: Any Party shall not be held liable for the non-performance of the whole or
part of this Agreement caused by force majeure, but if possible, shall adopt all
the necessary remedies to reduce the losses caused by force majeure. If the
event of force majeure takes place after one Party delays the performance of
this Agreement, the delaying Party shall not be exempted from the related
liability. 

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Article
29: The Party suffering from the event of force majeure shall inform the other
Party in writing by way of letter, telegraph, telex, facsimile or others within
seventy two (72) hours and submit the report explaining the reason for which
performance of this Agreement or a part thereof becomes impossible or the time
of performance needs to be extended. 

	CHAPTER SEVEN: BREACH LIABILITY

Article
30: The Assignee shall punctually pay the Leasing Fees of the Land subject to
the provision of this Agreement. If the Assignee fails to pay the Leasing Fees
of the Land on time, the Assignee shall pay a daily penalty of 0.3% upon the
unpaid amount for each day from the due date to the date of actual payment to
the Assignor. If the delaying period exceeds six (6) months, the Assignor may
have the right to terminate the Agreement and withdraw the Land. The Assignee
shall have no right to claim the return of the Deposit and the Assignor may also
have the right to require compensation from the Assignee for other losses caused
by the Assignee’s breach of the Agreement.   


Article
31: The Assignee shall commence the development construction according to the
Agreement. In the event that the Assignee does not commence the construction
within one year after the commencement date of construction provided in the
Agreement, the Assignor shall be entitled to a land idling fee not exceeding 20%
of the Leasing Fees; in the event that the Assignee does not commence the
construction within two years after the commencement date of construction
provided in the Agreement, the Assignor may have the right to withdraw the Land
without compensation; except that the commencement of construction is delayed by
force majeure or the actions of government or governmental authorities or the
necessary predevelopment preparations for the construction. 

	CHAPTER EIGHT: NOTICE AND DECLARE

Article
32: Any notice or communication required or permitted to be served under this
Agreement, no matter delivered in what manner, shall be deemed to be effective
upon actual receipt. 

Article
33: If any Party changes the address for notice or communication, the bank or
the bank account, the Party shall inform the new address, bank or bank account
to the other Party within fifteen (15) days upon such change. The faulty party
shall assume the liability for the losses caused by the delaying notice of the
party. 

Article
34: During the conclusion of this Agreement, the Assignor shall be held liable
for explaining and answering the questions related to the Agreement raised by
the Assignee. 

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	CHAPTER NINE: GOVERNING LAWS AND DISPUTE SETTLEMENT

Article
35: The execution, validity, interpretation, performance of this Agreement and
the settlement of disputes shall be governed by the laws of the People’s
Republic of China.  

	Article
36: All disputes arising in connection with the performance of this Agreement
shall first be resolved by mutual negotiation. If a settlement can not be
reached by negotiation, the disputes shall be resolved in the manner provided in
Item (II) of this Article hereof:


(I) Submit to the                
arbitration commission for arbitration;

	
(II) Submit the case to the
People’s Court according to the laws. 

	CHAPTER TEN: MISCELLANEOUS

Article
37: This Agreement shall come into force subject to Item (I) of this
Article.


(I). The land transfer
scheme under this Agreement has been approved by Jiangning District
Government of Nanjing Municipal. This Agreement shall come into force upon
the execution of the Parties.


(II). The land transfer
scheme under this Agreement is to be approved by           (  
         ) government. This Agreement shall come into force upon the approval of the 
               
 government.  

Article
38: This Agreement shall be executed in six counterpart originals. The six
counterparts are of the same legal effect, with the Assignor and Assignee
respectively holding three counterparts.  

	Article
39: There are altogether eight (8) pages in this Agreement. The Chinese
version shall prevail.

Article
40: Where the amount, area or other items under this Agreement are written in
capital letter and figure at the same time, the capital letter and figure shall
be consistent. If the event of conflict, the capital letter shall prevail.

Article
41: This Agreement is executed in Jiangning District, Nanjing City, Jiangsu
Province of the People’s Republic of China on April 7, 2006.


Article
42: The affairs not covered in this Agreement may be affixed to this Agreement
as appendix upon the mutual agreement of the Parties. The appendix shall have
the same legal effect with the Agreement. 

(Signature Page)

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Assignor: The Bureau of Land&Resources of Nanjing City, Jiangning District

Address: 1200, Shuanglong Da Dao Street, Jiangning district, Nanjing

Authorized signature: Duan Jun

 

Assignee: Nanjing Goldenway Garments Co, Ltd

Address: The Ecomonic and Technological Development Zone of Jiangning District

Authorized Signature: Kang Yihua

	 

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