Exhibit 10.12
(English
Translation)
Wanqingsha Emperor
Banana Land Lease Cooperation Development Contract
(“Contract”)
Lessor (“Party A”):
Fruits Association of Wanqingsha Town, Nansha District, Guangzhou
(Representative of Farmers)
Tenant (“Party
B”): Guangzhou Organic Region Agriculture
Limited
General
1.
Party A and Party B entered into
this Contract based on the principle of equal, willingness and in
order to define the rights and obligations of Party A and Party
B.
2.
Cooperation Method: Party B rents
the land with ownership, using right and proceeds disposing right
from Party A at the negotiated price, then Party B consigns the
operation and management of the land to Party A, finally Party A
transfers the products acquired from the land to Party B by
charge.
3.
Subject Matter: the land leased by
Party B locates at Wanqingsha Town, Nansha District, Guangzhou,
total areas of 1,656.12mu. Pursuant to this Contract, the land
leased by Party B includes the plants on the land, but not
including underground resources and embeddings.
4.
Term: 25 years from January 1, 2007
to December 31, 2032.
5.
Price: Party B agrees to pay total
price of lease to Party A at one time, at 900RMB/mu, 39.2RMB per mu
per year. Total price of lease is 1,490,000RMB.
6.
Payment: Party B shall pay all the
amount in cash before December 30, 2006 to Party A (remit to the
appointed account number of Party A), as for details it shall be in
conformity with the receipt issued by Party A. After all the amount
are paid, two parties shall arrange a settlement to confirm the
receipt of the amount.
Rights of Party A
7.
Party A shall have the rights to
negotiate with Party B with respect to the development of plants
and renewal of products, and conduct self production under the
precondition of enhancement of productivity and quality of
products.
8.
Party A shall have the rights to
require the amount of lease to Party B according to the time
prescribed in the Contract.
9.
Under the circumstances of not
changing the usage of the land, Party A shall have the rights to be
consigned by Party B to manage the land (or leave the land to
original tenant for management). Within the Term of this Contract,
Party A will not pay management fee to Party B, and vice versa.
Agricultural products shall belong to Party A.
10.
Party A shall have the rights to
transfer the agricultural products on the land to Party B at the
local prevailing price.
11.
Other rights regulated by laws and
administrative regulations.
Obligations of Party
A
12.
Party A shall maintain the lease
operation rights of Party B, shall not change and relieve the
Contract illegally.
13.
According to planning of Party B,
Party A shall arrange the plantation, cultivation and storage
of agricultural products, and supply the products in time to Party
B according to Party B’s order requirements.
14.
Party A shall reasonably guarantee
the priority supply of agricultural products acquired from the
leased land to Party B. Party A and consigned land managers shall
not supply the agricultural products acquired from the leased land
to any other third party before abundant supply to Party B per
Party B’s order.
15.
Party A shall assist Party B to
make long-term development plan of agricultural products on the
leased land, set up agricultural products supply base, transform or
renew the products, set up storage warehouse (cold warehouse) and
processing plant within the area.
16.
Other obligations regulated by laws
and adminis
