Notes before applying for Land Reservation

Flow Map of Land Reservation and Sublease Agreement

❒ Summary of the material terms and conditions of Land Reservation Agreement and Land Sublease Agreement

(Land use)

Land Reservation Period

• The reservation of the sublease of the land plot (the “Subject Lot”) shall remain valid for the period commencing from the execution date of the LRA and ending on the earlier of (i) the date falling on six (6) months from the execution date of the LRA (the “Long Stop Date”) or (ii) the execution of the LSA(“Reservation Period”).

Purpose of Land Reservation Agreement

• The purpose of the LRA is to reserve the sublease of the Subject Lot in favor of the applicant during the Reservation Period. Accordingly, the applicant’s subleasehold right to the Subject Lot shall arise only upon the due execution of the LSA.

Land Sublease Period

• The sublease period under the LSA shall commence on the execution date of the LSA and shall end on December 22, 2069 (“Initial Sublease Period”). Upon the expiration of the Initial Sublease Period, subject to the execution of the lease term of the project area (the “Project Area”) by and between the owner or the lessor of the Project Area and KMIC, the applicant will be granted an option of two (2) ten (10)-year sublease extensions. The sublease fee under such land sublease extension shall be determined by KMIC at its sole discretion, reflecting the then market rate for the lease fees in the adjacent areas.

(Assignment of LRA)

• The rights and obligations of the applicant under the LRA shall not be assigned, transferred, delegated or otherwise disposed of to a third party without the prior written consent of KMIC. Notwithstanding the foregoing, with the prior written notice to KMIC, the applicant may have its subsidiary or affiliate incorporated in Myanmar (“Sublessee Entity”) to assume the rights and obligations of the applicant under the LRA and to enter into the LSA with KMIC; provided, however, that the applicant shall be and remain as a shareholder of the Sublessee Entity during the entire sublease period under the LRA.

(Payment of Land Reservation and Sublease Fee)

• In order to reserve the Subject Lot, the applicant shall, prior to the execution of the LRA, pay to KMIC a reservation fee in the amount of Five Thousand United States Dollars (USD 5,000) (“Reservation Fee”) together with the stamp duty in the amount of One Hundred United States Dollars (USD 100).Upon review of KMIC on the eligibility of the applicant to sublease the Subject Lot, KMIC will send a written confirmation notice to the applicant that the applicant is eligible for entering into the LRA.

• The initial sublease fee is the product of the initial size of the Subject Lot measured by KMIC, multiplied by the price per square meter (“Initial Sublease Fee”), which shall be subject to the adjustment to reflect the Survey Size (as defined below).
• The applicant shall pay the Initial Sublease Fee to KMIC in the installments of (i) the first installment in the amount equal to 10% of the Initial Sublease Fee (the “First Installment”) on the execution date of the LSA, and (ii) the balance of the Initial Sublease Fee in the installment of fifteen (15)% of the Initial Sublease Fee on every four (4) months of the execution date of the LSA until the total Initial Sublease Fee is paid in full (“Installment Schedule”). The Reservation Fee, if paid in full by the applicant, shall be counted toward the amount of the First Installment to be payable by the applicant to KMIC under the Installment Schedule.
• If the survey of the Subject Lot to be conducted by KMIC after the construction completion of Zone A (the “Final Survey”) is completed at least ten (10) business days prior to the date on which the last installment is due and payable by the applicant under the installment schedule (“Last Installment Due Date”) and if the actual size of the Subject Lot calculated as a result of the Final Survey (the “Survey Size”) is different from the initial size, then KMIC will provide a written notice to the applicant as to the Survey Size and the amount equal to the Survey Size multiplied by the price per square meter (the “Adjusted Sublease Fee”) at least five (5) business days prior to the Last Installment Due Date. In case of the foregoing, on the Last Installment Due Date, the applicant shall pay to KMIC the difference between the Adjusted Sublease Fee and the Initial Sublease Fee actually paid by the applicant to KMIC prior to the Last Installment Due Date.
• If the Final Survey is completed after the applicant has paid the Initial Sublease Fee to KMIC in full and,
  1. (a) If the Survey Size is greater than the initial size, then the applicant shall pay to KMIC the amount equal to the Survey Size multiplied by the price per square meter (the “Adjustment Amount”), within ten (10) business days from the date on which KMIC provides a written notice to the applicant as to the Adjustment Amount; and
  2. (b) If the Survey Size is less than the initial size, then KMIC agrees to pay to the applicant the Adjustment Amount within ten (10) business days from the date on which KMIC provides a written notice to the applicant as to the Adjustment Amount.
• In the event that any amounts payable by the applicant (including the Sublease Fee) is not paid within seven (7) business days from the date on which such amount is due and payable, any due but unpaid amount shall bear (i) a default interest of two (2)% per month or (ii) the maximum interest rate permitted under applicable laws, whichever is greater (the “Default Interest”), which shall accrue from the date on which such amounts are due and payable until paid in full. Failure by the applicant to pay any amounts due and payable under the LSA shall be a material breach of the LSA.
• If, within ninety (90) days from the date of a written demand by KMIC, the applicant fails to pay the amounts due under the LSA, KMIC may terminate the LSA without any liabilities on the part of KMIC.

Expiration of the Reservation Period

• The LRA shall be terminated and the full amount of the Reservation Fee shall be forfeited in favor of KMIC if (i) the applicant, by itself or through Sublessee Entity, fails to execute the LSA on or prior to the Long Stop Date for any reasons (other than any reason solely attributable to KMIC), or (ii) the applicant provides a written notice to KMIC that it is no longer pursuing its intention to sublease the Subject Lot at any time on or prior to the Long Stop Date.

Eligibility for Reservation of Sublease

• KMIC may terminate the LRA if, during the Reservation Period, the applicant receives (i) an official letter from MIC that licenses and approvals required by Myanmar Investment Commission in respect of its contemplated investment and the business operations in Myanmar (“MIC Approval”) may not be issued or (ii) an official letter from other government authorities that other government approvals necessary or required for Sublessee to carry out its business in the Subject Lot (“Other Approvals”) may not be issued. Upon the termination of the LRA by KMIC for any of the foregoing reasons, KMIC shall return the Reservation Fee without any interest accrued thereon to the applicant; provided, however, stamp duty paid by the applicant to KMIC shall not be returned to the applicant under any circumstance.
• KMIC may terminate the LSA without any liabilities if, after the execution of the LSA, the applicant (i) does not or fails to obtain the MIC Approval or Other Approvals within six (6) months from the date on which the last installment under the Installment Schedule is paid in full , (ii) does not or fails to maintain the MIC Approval or Other Approvals during the sublease period, or (iii) receives an official letter from MIC or other governmental authority to the effect that the applicant is not permitted to carry out its business in the Subject Lot. Upon the termination of the LSA by KMIC, any and all payments made by the applicant to KMIC under the LRA and the LSA up to the date of the termination of the LSA, including but not limited to, the Reservation Fee, and the Sublease Fee, will be forfeited in favor of KMIC.

(Factory construction and operation)

• The applicant shall commence the construction works of the factory within the Subject Lot, no later than twelve (12) months from (i) the date on which the final installment under the Installment Schedule is paid in full, or (ii) the commencement date of construction of the factory as set forth in the investment proposal or endorsement application or any other business plan approved by the governmental authority, whichever is later.
• The applicant shall complete the first stage of the factory construction within the Subject Lot, as set out in the approvals on the factory construction to be obtained by the applicant, within three (3) years from the Last Installment Due Date.
• The applicant shall commence the operation of the factory within the Subject Lot no later than six (6) months after completion of the first stage of the factory construction within the Subject Lot, as set out in the approvals on the factory constructions to be obtained by the applicant.
• In the event that the applicant fails to meet the timeline specified above, the applicant shall pay to KMIC a delay penalty in the amount of USD 1,000 per calendar day (the “Delay Penalty”), which shall accrue from the date on which respective timeline set forth above until such time that the applicant completes its respective performance obligations. Failure by the applicant to pay Delay Penalty due and payable shall constitute a material breach of the LSA.

Non-assignment of Land Sublease Agreement

• The rights and obligations of the applicant under the LSA shall not be assigned, transferred, delegated or otherwise disposed of to a third party ( “Assignee”) without the prior written consent of KMIC and approvals of the governmental authority.
• The applicant shall (i) (and shall cause the Assignee) execute any and all documents necessary for the assignment of the rights and obligations of the applicant to the Assignee (“Assignment”) and (ii) be fully responsible for any and all costs and expenses to be incurred in connection with the Assignment and obtaining approvals of the governmental authority with respect to the Assignment.
• In any event, the Assignment shall not be made to a third party within three (3) years from the commencement of the commercial operation of the applicant within the Subject Lot.

(Infrastructure)

• The applicant acknowledges and agrees that KMIC shall not guarantee, and disclaims, that the infrastructure required or necessary for the applicant to carry out its business in the Subject Lot, such as electricity, water, power generator, and waste water treatment systems (collectively, the “Infrastructure”) within or around the Project Area will be completed on or prior to December 31, 2023. The applicant expressly acknowledges and agrees that the construction of the Infrastructure may not be completed on or prior to December 31, 2023.
• The applicant shall be solely responsible in procuring the Infrastructure at its own costs and expenses and shall not execute the LRA and LSA in reliance that the Infrastructure within or around the Project Area will be completed on or prior to December 31, 2023. The applicant shall not request refund of any payment made by the applicant to KMIC under the LRA or LSA due to the non-completion of the construction of the Infrastructure within or around the Project Area on or prior to December 31, 2023.

(Compliance with applicable laws)

Child Labor

• The applicant shall not (and shall cause its Assignee, contractors, subcontractors, and agents not to) employ any person who is less than eighteen (18) years old. Where the relevant labor laws of Myanmar have provisions for employment of minors, the applicant shall comply with such applicable laws.

Multilateral Investment Guarantee Agency’s Performance Standards on Social & Environmental Sustainability

• The applicant shall, at all times, make its commercially best efforts to comply with Multilateral Investment Guarantee Agency’s Performance Standards on Social & Environmental Sustainability, as amended from time to time.

(Information on Subject Lot and Drawing)

Drawing

• The applicant shall fully examine the drawings posted at KMIC’s website (the “Drawing”) and the applicant fully understands and acknowledges that the divided lines in the Drawing may not reflect the actual survey results and shall not be used for architectural design purpose.

Information on Subject Lot and Drawing

• Information on the conditions of the Subject Lot is available at KMIC’s website (www.mykmic.com) and the hard copies thereof are available at KMIC’s office located at Office Suite 2007, Pyay Garden Office Tower, 346-354, Pyay Road, Sanchaung Township, Yangon, Myanmar. The applicant acknowledges and agrees that KMIC makes no warranties, express or implied, representations as to the completeness or accuracy of the information on the Subject Lot, the Drawing, and the KMIC’s website.

(EXCLUSION OF KMIC'S LIABILITY)

• 1. for any damage to property (whether belonging to the applicant or to others) entrusted to KMIC's directors, officers, employees, representatives or agents, or otherwise in the Project Area (including the Subject Lot);
  2. for any injury or damage to persons or property or any consequential loss resulting from short circuit of electrical wiring, explosion, falling plaster, steam, gas, electricity, telecommunication, water supply, fire hydrant, rain, plumbing or other pipe and sewerage system, leaks from any part of the Project Area (including the Subject Lot), the roof, street, sub-surface or any other place, dampness, or any appurtenances being out of repair unless caused by wilful misconduct of KMIC or its directors, officers, employees, representatives or agents;
  3. for any damage caused by any other sublessee or person in the Project Area (including the Subject Lot) or by buildings or other operations in the neighborhood of the Project Area;
  4. to pay compensation to the applicant nor shall the Sublease Fee and the fees and charges under the LSA abate for any delay in supplying, for failure to furnish, or for any limitation, curtailment, rationing, restriction or interruption of service of any water, gas, electricity, telecommunication or other utilities serving the Subject Lot, the Project Area or for interruption of use of any equipment in connection with the supplying of any of the aforesaid services or utilities, caused by fire, accident, riot, strike, labor dispute, act of God, the execution of any repairs or improvements, or causes beyond the control of KMIC;
  5. to the applicant or others in respect of any act, omission or negligence of any porter, attendant or other servants, agents or contractors of KMIC in or about the performance or purported performance of any duty relating to the provision of the services or obligations under the LSA;
  6. for any diminution or obstruction of the light, air or view by any structure which may be erected on lands within or adjacent to the Project Area; and
  7. for any loss, liability, damage, cost or expense arising out of or related to the periodic or emergency maintenance of the water supply facilities, any failure to maintain appropriate water storage tanks, discontinuation of any utility such as water, electricity, or telecommunication.

(Prohibited Use of Subject Lot)

The following use of the Subject Lot are not in line with the purposes of the land use of the Project Area and thus shall be strictly prohibited unless KMIC provides an express prior written approval on such use to the applicant. KMIC shall have the sole discretion in determining and approving the use of the Subject Lot. Any approval or disapproval by KMIC on the land use shall be based upon consideration of the purposes of the Project Area and the Subject Lot and the effect of the applicant’s operation or use of the Subject Lot.

LAND INFORMATION

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