Exhibit
10.21
Contract
for the Design of Construction Project
Construction
unit: Henan Shuncheng Group
Design
unit: Taiyuan Jiatai Coal-chemical Technology Development & Design Co.
Ltd.
Date:
October 21st,
2009
Contract
for the Design of Construction Project
Name of
the project: 1.3 million tons/year coking project of Henan Shuncheng
Group.
Location
of the project: Tongye Town, Anyang City, Henan
Contract
Issuer: Henan Shuncheng Group.
Designer:
Taiyuan Jiatai Coal-chemical Technology Development & Design Co.
Ltd.
In
accordance with the stipulation of this contract, the Contract Issuer entrusts
the Designer to undertake the engineering design of the 1.3 million tons/year
coking project of Henan Shuncheng Group. After friendly consultation, the
Parties hereby sign this contract as follows.
Article
1 Basis for the conclusion of this contract
1.1 The
Contract Law of the People’s
Republic of China; The Construction Law of the People’s Republic of China;
Regulations on the Administration of the Market for Survey and Design of
Engineering Construction.
1.2
National and local rules and regulations on the administration of the market for
survey and design of engineering construction
Article
2 Basis for design of the engineering construction
2.1 Basic
information provided by the Contract Issuer.
2.2 The
main technological standards adopted by the Designer are as
follows:
The
currently in force Rules of
Content and Depth for Construction Drawing of Construction Project, Code for Fire Protection Design of
Buildings, which are promulgated by Ministry of Construction, Feasibility
Research Report, Environmental Impact Assessment Report, Safety Assessment
Report and the related approval documents of this project.
Article
3 Priority of the contractual documents
The
several documents forming the Contract are to be taken as mutually explanatory
of one another, but in case of ambiguities or discrepancies, the priority of the
documents forming the Contract shall be as follows:
3.1 The
contract document;
3.2
Requirements of the Contract Issuer and letter of authority;
Article
4 Name, Size, Stages and Content of Design
Name and
size: 1.3 million tons/year coking project of Henan Shuncheng
Group.
[JT5550
(or 550mm) F-type stamping-charging coke oven, 2*65 holes]
Features
of coke oven: twin，under jet, waste
gas recirculation, recuperation and stamping-charging coke
oven.
Size of
coking chamber: 15980*500 (or 550mm, according to the Technical Agreement)
* 5505
Design
stage: construction drawing design
Design
principle: Making full advantage of the local geographic advantages, optimizing
the layout of favorable external conditions and selecting the advanced practical
technology and equipment, this project is designed in accordance with the state
regulations on the admittance condition of coking industry and cleaner
production in coking industry (HJ/T-126-2003), and fits the requirements of
production safety, environmental protection and energy-saving and
emission-reduction, in order to the investment benefit into full play and saves
construction investment.
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1.
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Coking section:
coal preparation and blending (after the crushing house), coking, coke
quenching, coke screening and storage (1# coke
belt).
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2.
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cold-blast
section：Supporting
condensation blast.
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3.
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Plumbing,
fire-fighting, traffic and greening of the installation
region.
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4.
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The
automatic control for the power distribution, heating supply system and
coking processing system of the installation
region.
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5.
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Feasibility
Research Report stamped with the seal of Design
Institute.
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The
specific design content and requirements shall be determined on the technology
agreement meeting.
Service
content:
In
addition to finish the construction drawings required by the design content, the
Designer shall undertake onsite technical services, and participate in the
commission of heating-up and technical instruction. The above services shall be
ended one month after the first oven of coke is eligibly produced.
Article
5 Materials and Documents Delivered by the Contract Issuer to the Designer and
Related Time
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1.
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Geological
report of the installation region, atmosphere and hydrology
data.
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2.
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The
existing general layout draft of the
plant.
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The above
materials shall be delivered to the Designer within 3 days from the effective
date of this Contract.
Article
6 Delivery of Design Documents by the Designer to the Contract Issuer and
Copies, Time for the Delivery
The
Designer shall deliver to the Contract Issuer all set of drawings of the
construction design with eight copies in total. The completion time for such
delivery shall be within 4 months from the date when the Designer receives the
documents specified in article 5 hereof (the Designer shall deliver the drawings
in batches according to the construction progress and undertake not to affect
the construction progress of Party A).
Article
7 Charges
The
Parties agree that charges for the design hereunder shall be RMB 1,150,000 Yuan
(ONE MILLION AND ONE HUANDRED AND FIFTY THOUSAND YUAN ONLY).
Article
8 Terms of payment
8.1 Upon
the effectiveness of this contract, the Contract Issuer shall pay RMB 300,000
yuan as the down payment. (The down payment shall be counted as the charges for
design upon settlement of the contract).
8.2 When
the Designer submits general layout drawing, construction layout drawing of
coking process and cold-blast process, constructional drawing of major
non-standard equipments, order list of major prototype equipments, the Contract
Issuer shall pay RMB 340,000 yuan within 3 days from the date of such
submit.
8.3 When
the Designer submits the construction drawing, process drawing and equipment
drawing of the processes of all workshops, the Contract Issuer shall pay RMB
300,000 yuan within 3 days from the date of such submit.
8.4 When
the Designer submits all sets of design documents, the Contract Issuer shall pay
RMB 150,000 yuan within 3 days from the date of such submit.
8.5 The
residual RMB 60,000 yuan, as the quality assurance amount, shall be paid one
month after the first oven of coke is eligibly produced. And the Design
Institute shall deliver the total invoice.
Article
9 Responsibilities of the Parties
9.1
Responsibilities of the Contract Issuer
9.1.1 The
Contract Issuer shall submit to the Designer basic materials and documents
within specified period as provided in Article 5 of this contract and shall be
responsible for the completeness, accuracy and time limit of the materials and
documents. The Contract Issuer shall not require the Designer to conduct design
in violation of relevant national standards.
In case
there is a delay of less than 15 days exceeding the specified time limit for the
delivery of the above materials and documents by the Contract Issuer, the time
limit for the Designer to deliver design documents shall be extended accordingly
in accordance with Article 6 hereof; in case there is a delay of more than 15
days exceeding the specified time limit for the delivery of the above materials
and documents by the Contract Issuer, the Designer shall have the right to
re-determine the time for delivery of the design documents.
9.1.2 In
case of the Designer’s rework on the design resulting from changes of the
engineering, size and conditions of the design by the Contract Issuer (excluding
the changes advised by the Designer) or mistakes of the materials submitted or
major revision on the submitted materials (excluding the revisions advised by
the Designer), the Parties shall conclude supplementary agreement separately (or
conclude additional agreement) and redefine relevant terms and conditions, and
the Contract Issuer shall pay charges for rework to the Designer according to
the workload. The amount shall be discussed.
9.1.3
During the performance of the Contract, if the Contract Issuer requires to
terminate or cancel the contract before the Designer starts the design work, the
Designer will not return the down payment already paid by the Contract Issuer;
if the Designer has started the design work, the Contract Issuer shall pay for
the actual workload already done by the Designer. When the actual workload of
the design is less than half of the work according to the process, the Contract
Issuer shall pay half of the payment for the design work according to the
process. When the actual workload of the design is more than half of the work
according to the process, the Contract Issuer shall pay all the payment for the
design work according to the process.
9.1.4 The
Contract Issuer shall pay down payment as provided by the Contract and receipt
of down payment will be the symbol for the commencement of the design work by
the Designer. The Designer shall have the right to put off the commencement date
of the design work if it has not received the down payment and the time for
delivery shall be extended accordingly.
9.1.5 The
Contract Issuer shall pay charges for design to the Designer at the amount and
date provided in this contract. Where the delay of payment has exceeded 20 days,
the Designer shall have the right to suspend the performance of the work at the
next stage and give written notice to the Contract Issuer. In case the higher
authority of the Contract Issuer or competent department of design approval
would not approve the design documents or the engineering construction of this
Contract is suspended or stopped other than the Designer’s reason, the Contract
Issuer shall pay the payable charges for design. In case the competent
department of design approval would not approve such design because the
department believes that the design proposal or design drawing is unqualified or
defective after the examination, the Contract Issuer may not pay the charges for
design and the charges for onsite service until the design proposal or design
drawing revised by the Designer is approved by the competent department of
design approval.
9.1.6 If
the Contract Issuer requires the Designer to deliver the design documents prior
to the time specified hereof, it shall get the prior consent of the Designer
without serious deviation from the reasonable design circle.
9.1.7 The
Contract Issuer shall offer conveniences in aspects of working, accommodation
and living to the onsite personnel. If the Contract Issuer is discontented with
the onsite personnel or it is difficult to co-operate with each other, the
Contract Issuer shall have the right to demand the Designer to change the onsite
personnel.
9.1.8 The
Contract Issuer shall be responsible for the national standard drawing,
ministerial standard drawing and local standard drawings.
9.1.9 The
Contract Issuer shall provide office working conditions to the onsite
personnel.
9.2
Designer’s responsibilities
9.2.1 The
Designer shall carry out design work in accordance with technological rules and
standards provided in this Contract or by the state, and deliver design
documents as the content, time and copies specified in Article 6 of this
Contract, and shall be responsible for the quality of the design
documents.
9.2.2 The
Designer shall be responsible for the revision or supplement to the mistakes or
omission of the design documents. If any engineering quality accidents happen
because of the Designer’s fault, the Designer shall be responsible for taking
remedial measures as well as reduce the design charges on the affected part of
the design work and compensate the Contract Issuer according to the degree of
loss.
9.2.3 If
the delivery of design documents is delayed for the Designer’s reason, each day
overdue will result in the reduction of 1‰ of the payable design charges for the
engineering. Where the delay of such delivery has exceeded 30 days, it is deemed
that the Designer unilaterally terminates this contract, and the Designer shall
bear the responsibilities according to the stipulations of this
Contract.
9.2.4
After the contract enter into force, if this contract is terminated on the
reason that the Designer fails to perform the contract or unilaterally demands
the termination of the contract, the Designer shall return the down payment paid
by the Contract Issuer or all the charges which the Contract Issuer paid or
incurred. Other losses caused by the termination or cancellation from the
Designer shall be compensated by the Designer.
9.2.5 In
case the construction is started within one year from the Designer’s delivery of
the design documents within the specified time limit, then the Designer shall be
responsible for the technological disclosure to the Contract Issuer and
construction unit, handling with relevant matters on design and provide advisory
services at the site during the construction period according to the
stipulations of this Contract. In case the engineering construction is started
after one year, the Designer shall still be responsible for the above work and
may collect reasonable service fee for consultancy from the Contract Issuer
according to the needed workload. The amount of the service fee shall be
discussed and determined by the parties. The Designer shall not withdraw the
technical personnel in one month after the completion of this project and safety
production according to the expectation of this design.
Article
10 Confidentiality
Both
Parties shall protect each other’s intellectual property rights. Without prior
consent, neither party shall revise, copy or transfer to a third party or use
for the project other than the project of this Contract any materials and
documents of the other party. Under such circumstances, the disclosing party
shall be responsible for all the any consequence it resulted and shall bear the
relevant compensation.
Article
11 Dispute Settlement
If any
disputes arise in connection with this Contract for the Design of Construction
Project, it shall be settled by friendly consultation of the parties. In case
the disputes can not be settled by consultation, it shall be under the
jurisdiction of the people's court in the place where the project is located;
both parties shall have equal litigant rights.
Article
12 Contract Taking Effective and Miscellaneous
12.1 For
any failure to perform any term or condition of this Contract due to the force
majeure, both parties shall, in good faith, attempt to settle it amicably and by
mutual agreement.
12.2 The
Contract is effective once after both parties stamped and signed and the down
payment is paid by the Contract Issuer. There are totally 5 copies of the
Contract, Contract Issuer retains 3 copies, and Designer retains 2
copies.
12.3 Any
correspondence, include faxes, telegram, meeting minutes agreed by both parties,
are components of the Contract, which shall have the same validity with this
contract.
12.4 As
for matters not covered in this contract, supplementary agreement may be
concluded by the parties separately and such supplementary agreement shall have
the same legal validity with this contract. In the event of any discrepancy
between this contract and such supplementary agreement, the content of the
latest documents shall prevail.
Name of
the Contract Issuer (Stamp): Henan Shuncheng Group Coal Coke Co.,
Ltd.
Legal
representative: /s/ Wang Xinshun
Authorized
proxy: /s/ Li Dexin
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Name
of the Designer (Stamp):
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Taiyuan
Jiatai Coal-chemical Technology
Development
& Design Co. Ltd.
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Legal
representative (signature): [illegible]
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Authorized
proxy (signature):
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Date:
October 28th,
2009
Address:
Anyang County