Bac Lieu, dated May 2015
CONTRACT
(Regarding the transfer of the investment project) Pursuant to the Civil Code of the Republic Socialist of Vietnam was amended in 2005. Pursuant to the Commercial Law Republic The Socialist Republic Vietnam Number: 36/2005 / QH11 dated 14/6/2005, with effect from 01/01/2006. Today, at the moment. . . . hour, at: ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We include: Party A: The project - the transfer unit: Mai Dang Khoa Company Limited; Address: No. 87, Road Economy, Ward 2, Bac Lieu town, Bac Lieu Province Tel: 07813.953025 - Fax: 07813.953025 - Mobile: 0907 823 689 Do you: Mai Ba Hung - Position: Chairman of Management Board to represent the Company; Party B: The assignee of Units: DMH IMPORT / EXPORT Commodities TRADING Address: 2745D TOWN CENTER BLVD # 118 Sugarland TX 77479 USA Tel: 001-832-576-8447 - 001-281-232-6588 - Fax: - Mobile: Do you: - Position: to represent two parties concluding the contract transfer investment projects with specific contents as follows: Article 1: Language, co-payments and rules: a-. Language: The language used in this Agreement are bilingual English and Vietnamese. Party A based content by Teng Vietnam and Party B based content in English to perform; b. Currency of payment: Payment currency contracts were used as the Vietnamese dong VND abbreviated. c. Applicable law: This Agreement shall be implemented in accordance with the laws of Vietnam. Article 2: Contents of project assignment; Party A agrees to transfer to Party B the entire project investment is made by Party A. investors to the time of conclusion of this contract include: - Project name: "Construction of high-tech shrimp combine ecotourism" - Investment location: New Village Vinh, Vinh Thinh commune, district Peace, Bac Lieu province bordering Location: Northern borders of Nigrico shrimp Zone bordering East Zone's Shrimp Co. Phuoc Dat West: Irrigation Beijing No. 1 South by: Recommended Sea Lieu - the first area Buyer: 172.39 ha - land Origins: State leases used 40 years - Total investment: 473 billion VND of which: • CC: 322 billion VND + Equipment and vehicles: 54,000. 000 000 VND + Other capital construction: 26 billion VND + support costs of land: 35 billion VND + Cost reserves: 36 billion VND - Working capital service project: 33 billion VND - Investment efficiency The project by bringing (estimated): a-. Annual revenues: - Revenues from aquatic animal production: 76.8 billion VND / year - Revenue from industrial shrimp aquaculture production: 304.1 billion VND / year - Income from tourism services Average: 55,000,000,000 VND / year b. Profits earned: - Total annual profit: 63.5 billion VND - Profit rate on investment: 17.90% - Gross profit margin on sales: 19.41% c. Payback period of investment: 05 years 02 months , Article 3: The status of the transfer project: a / - The Party A legal procedure has been granted: - certificate of business registration by the Department of Planning and Investment Bac Lieu assistance granted to the Company Limited Mai Dang Khoa (hereinafter Vietnam's Mai Dang Khoa Company Ltd.) for the first time and grade change 15/11/2007 12th 13/01/2015 ; - Document No. 1078 / Committee-TH 25/05/2011 on approving the investment policy shrimp project combines high technology Ecotourism Company Limited Mai Dang Khoa; - Certificate Investment No.: 60 121 000034 by Bac Lieu province the first time on 22/07/2011, change the First Day of investment certificates 17/07/2012 shrimp tech zones combine ecotourism ; - Decision No. 1605 / QD-Lieu provincial People's Committee dated 03/07/2012 on the withdrawal by the CPC 1720399.3 m2 Vinh Thinh management and for COG Mai Dang Khoa Company Limited to rent construction of high-tech shrimp combine ecotourism in Vinh Thinh, Hyen Hoa Binh, Bac Lieu province; - Minutes of the organization in the field of land allocation for the Company Limited established on 11 Mai Dang Khoa / 07/2012 New Vinh Hamlet, Vinh Thinh Commune, Hoa Binh district, Bac Lieu Province; - land lease contract signed on 10.09.2012 between Bac Lieu province by the Department of Natural Resources and Environment of Bac Lieu do representatives and Company Limited Mai Dang Khoa on the lease of land in Vinh Thinh 1.720.399,3m2, Hoa Binh district, Bac Lieu province for a period of 40 years from 03/07/2012 to 07/03/2052 to build high-tech shrimp combine ecotourism; - Extract measure the current state of cadastral land to Company Limited Mai Dang Khoa Date 12/03/2012; b / - The first preparatory work A private party has done, but unpaid costs for partners: - Preparation of the feasibility study report of the project: 1.273 billion VND, including: + Notes to feasibility, economic efficiency - social Assembly of the project; + Profile basic design, declaration of total investment cost; - Topographic survey the current use of the land: 3,243,000,000 VND - Development planning and zoning regulation 1/2000 Detailed construction planning projects 1/500: 1,051,000,000 VND - cadastral mapping scale 1/200: 2,271,000,000 VND * The total value of the contract was made, should the payment of: 7,838,000,000 VND Amount BBang digits (seven billion, eight hundred and thirty eight million dong) • Expenses not included in the transfer value, after the transfer, the B must be borne Accounting for consultants. c / - The Investment preparatory work inside a're doing: - Organize meeting local residents and authorities, through the plan and compensation plan, support, design clearance plan; - Contact the local authorities and the competent authorities shall support, relocation of households in the project area for land acquisition, clearance; - Combined with the Local authorities and the authorities implement clearance - Organize recovery, management of premises; - Preparation of technical design documents of construction, cost estimates, the total cost estimate the evaluation authority . - Completed the construction procedures prescribed by the Government of Vietnam and implementing projects d / - The preparatory work signed investment contracts partially implemented: - Contract Project Management Consulting: 5.046 billion VND; - consultancy contract design documentation construction techniques: 4.806 billion VND; * Note: This work was contracted parties A consultant hired for the same support for Party A during the establishment of the project file to be accepted investment authority as prescribed by law. For this contract, may negotiate partial payments to liquidate the contract or continue to perform the contract. e / - The job should continue to sign the contract to implement the project: - Contract Education examination of the design dossier: 296,821,000 VND - Contract consultants to verify the estimates, the total cost estimate: 282,516,000 VND - consultancy contract selected building contractors: 225,297,000 VND - Contract Supervision of construction: 6,147,000,000 VND Article 4: Value assignment includes service costs for the preparation and approval of legal documents of the project and the opportunity costs of the A made expenditure to date signed the transfer contract - total contract value of the project transfer is: 15 billion VND in words: (Fifteen billion dong) * Value assignment does not include the investment costs Education has made no payments to the consultant. Article 5: The method of payment Immediately after the contract was signed and the two sides have conducted value; Party B will pay Party conducted a sum equal to the value of VND 15 billion transfer was (Fifteen billion VND) on the payment amount for Party A cash or bank transfer to the following account: Unit receive money: Mai Ba Hung Account number: 0111000474139 At Vietcombank Vietnam - Bac Lieu Branch. The consulting expenses unpaid Party B payment through escrow account at Commercial Bank . Article 5: The right of the A After the project is transferred, depending on the demand side A can cooperate with Party B participated in the project and profit sharing under the cooperation agreement signed finals. Article 6 Terms implement two sides pledged to strictly implement the terms stated in this contract; in the process of cooperation, the two sides can meet to discuss the exchange, if necessary, additional agreements; If either party breaches must bear full responsibility before the state law enforcement agencies of Vietnam this Contract was founded with 05 pages, 06 in the 04 Articles and up, each hold 02 to make the basis for implementation. /. ON A PARTY
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