SALES CONTRACT FOR COMMODITY HOUSING Supervised by the Guangzhou Municipal Bureau of Land Resource and Housing Administration and the Guangzhou Administration of Industry and Commerce
Exhibit
4.77
No.:
200709027721
SALES
CONTRACT FOR COMMODITY HOUSING
Supervised
by the Guangzhou Municipal Bureau of Land Resource and Housing
Administration
and
the
Guangzhou Administration of Industry and Commerce
Instructions
on the Sales Contract for Commodity Housing
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1.
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Before
the execution of this Contact, the Buyer shall read all the terms hereof
and negotiate with the Seller fully. Where there are different
understandings of the terms and words herein, the parties shall negotiate
to reach consent or make a clear stipulation herein if necessary. After
the Contract comes into effect, in case there is any dispute arising from
the different understanding of the terms and words herein which cannot be
resolved through consultation, the parties may file a case with the
People’s Court or submit to the arbitration commission for arbitration in
accordance with the dispute resolution methods agreed
herein.
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2.
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As
a sample text and with the principle of voluntariness of both parties
hereto, this Contract has some blank spaces after certain articles where
the parties may stipulate by themselves or make supplementary
stipulations. The two parties may modify, supplement or delete the
contents of the text. After the execution of the Contract, the unmodified
printed text shall be deemed as the contents agreed upon by both
parties.
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3.
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The
parties shall negotiate to decide on the selective contents in
[ ] herein, to fill in the blanks and to delete or add other
contents.
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4.
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Before
the execution of the Contract, the Seller shall present to the Buyer the
relevant certificates and evidencing documents which shall be provided by
the Seller.
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5.
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In
case this Contract is used as a pre-sale contract, within 10 days after
the execution (filing on the network), this Contract shall be sent to the
real estate transaction and registration authority to carry out the
pre-sale filing and confirmation
procedures.
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6.
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The
seller and the Buyer shall comply with the stipulations under Article 6
and Article 7 hereof. All the pre-sale proceeds shall be paid to the
pre-sale proceeds monitoring account assigned by the Commodity Housing Pre-sale
Permit in accordance with the Notice of the Payment of
Pre-sale Proceeds of Commodity
Housing.
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7.
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It
is recommended that the Buyer fill in the mobile phone number and e-mail
address for sake of the notice of the matters by the administration
department of the government regarding issues which may occur during the
sale of the commodity housing.
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8.
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The
buyer confirms to have read the instructions
hereof.
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Sales
Contract for Commodity Housing
The
Parties to this Contract:
Party
A (the Seller): Guangzhou Hejing Real Estate
Development Co., Ltd.
Registered
Address: Room 03,
Chuangshi Building Block B, Xx.000 Xxxxxxxx Xxxx, Xxxxxxxxx Economic and
Technological Development Zone
Business
License Number: Xx Xx Xxx Xxx Zong Zi No.
009392
Qualification
Certificate Number: 1210157
Legal
Representative: Kong
Jianmin Telephone: 00000000
Corresponding
Address: Room 0000,
Xx. 000 Xxxxxx Xxxxxxx Xxxx, Xxxxxxxxx
Zip
code:
510010
Authorized Agent:
____________
Registered
Address: ____________
Business
License Number:
____________ Qualification
Certificate Number: ____________
Legal
Representative:
____________ Telephone:
____________
Corresponding
Address: ____________
Zip code:
____________
Party
B (the Buyer): Guangdong Ninetowns Technology Co., Ltd.
Address:
Room 000-000, Xxxxxx
Building, Xx. 00-00 Xxxxx Xxxx, Xxxxxx Xxxxxxxx,
Xxxxxxxxx
Business
License Number: 4400001010600
Legal
Representative (Institutional Purchase):
Name:
XX
Xxxxxxxxx Nationality:
China
Address: Room 000-000, Xxxxxx
Building, Xx. 00-00 Xxxxx Xxxx, Xxxxxx Xxxxxxxx,
Xxxxxxxxx
ID
Number: 000000000000000000
Zip code:
510000
Corresponding
Address: Room 000-000,
Xxxxxx Xxxxxxxx, Xx. 00-00 Xxxxx Xxxx, Xxxxxx Xxxxxxxx,
Xxxxxxxxx Telephone: 000000000000
Mobile
Phone: ____________ E-mail Address:
____________
Article
1 Basis for the Project Construction
By way of
grant of state-owned
land use rights, Party A has acquired the land use rights of a plot
located to the south
of Zhongshan Avenue, Zhu Village, Dongpu Town, Tianhe District with the
series number of 30/1, and with an
area of 52885
square meters. The planned purpose of the land is public construction and
residential use (high-tech industry and living facilities).The term of
the land-use rights is from August 6, 2001 to
August 5,
2051.
With
approvals, Party A has invested to construct the commodity housing named as
Xxxx Xxx Xxxxxx Xxxx
Business Center (fill in the name
according to the Commodity
Housing Pre-sale Permit). The relevant approvals of the
project are as follows:
1. The Planning Permit for Construction
Project
Authority:
Bureau of Urban
Planning of Guangzhou Municipality
Series
number: Sui Xxx Xxxx
Xxxxx [2005] 1886, Xxx Xxx Xxxx Xxxxx [2005] No. 1888;
2. The
State-owned Land Use Rights
Permit
Authority:
Guangzhou Municipal Bureau of Land Resource and Housing
Administration
Series
number: Xxx Xx Xxx
Xxxx [2003] No. 109;
3. The Construction Permit for
Construction Project
Authority:
Guangzhou Tianhe
District Bureau of Construction and Municipal
Series
number: 440106200511140101.
Article
2 Basis for the Sale of the Commodity
Housing
The
Commodity Housing purchased by Party B is pre-sale commodity
property.
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1.
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If the
Commodity Housing is spot commodity property, the title of the housing has
been registered with the registration authority of _______; [the real
estate title certificate] or [the real estate property right certificate]
with the number of _____ has been
obtained.
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2.
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If the
Commodity Housing is under construction, it has met the pre-sale
conditions set forth in the Guangdong Administrative
Rule of Pre-sale Commodity Housing and has
obtained
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the
Commodity Housing Pre-sale Permit with the number of Xxx
Xxxx Xx (Xxxx) No. 20060125 from the authority of Guangzhou Municipal Bureau of
Land Resource and Housing Administration.
Article
3 Basic Information of the Subject Matter of the
Contract
The
commodity housing purchased by Party B is Room 301, Floor 3, Building D1, Xxxx
Xxx Xxxxxx Xxxx Business Center of the project set forth in Article 1
(hereinafter, the “ Commodity Housing”). The mapping address: Room 000, Xxxxx xx
Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxx Xxxxxxxx.
The main
structure of the building where the Commodity Housing is located is reinforced
concrete. The building has 10 floors above the ground and 1 floor
under the ground.
The usage
of the Commodity Housing is office use, and its floor height is 3.2 meters. The
layout of the Commodity Housing is: 0 kitchen 0 bathroom, 0 closed balcony and 0
non-closed balcony.
The
construction area of the Commodity Housing agreed herein is 390.68 square
meters, among which the indoor construction area is 310.63 square meters and the
public and the sharing construction area is 80.05 square meters.
The area
pre-calculation institution of the Commodity Housing is:
Registered
Address: ____________
Business
License Number:
____________ Qualification
Certificate Number: ____________
Legal
Representative:
____________ Telephone:
____________
Corresponding
Address: ____________
Zip code:
____________
Article
4 Property Management
Before
the property management company is selected and hired by the owners convention
of the property management area, the property management service shall be
provided by the property management company selected and hired by Party A. Party
A shall select and hire the property management company in accordance with the
methods and conditions set forth in the Rules of Property Management
of the State Council. Party A shall execute the Pre-Property Service Contract
in writing with the property management company selected and hired.
Party A
shall constitute and explain to Party B the Owners Interim Convention.
Party B shall make a written commitment of complying with the Owners Interim Convention
upon the execution of this Contract.
Article
5 Definitions of Basic Terms
Both
parties agree that the basic terms herein shall have the following
meaning:
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1.
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First
floor: The first floor herein shall be in accordance with the note of the
design drawing approved by the municipal planning and management
department;
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2.
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Construction
area: The exterior horizontal projection area of the floors above the
plinth of the exterior wall (post) of the house , including balconies,
hallways, basements, exterior stairways, etc., as well as any covered
permanent construction with secure structures that has a floor height
greater than or equal to 2.20
meters.;
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3.
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Indoor
construction area: The sum of the indoor usable area, the indoor wall body
area and the indoor balcony construction
area;
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4.
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Floor
height: The vertical distance between the ground and the floor or between
two floors or between the floor and the bottom of the tile. The house
structure the construction area of which is calculated shall have a floor
height of over 2.20 meters
(inclusive);
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5.
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Shared
construction area: the construction area of the whole building minus the
indoor construction are of each set(unit) of the whole building and minus
the construction area of the independently used base room, carport,
garage, guard room for multiple buildings, room for management and the
civil air defense project,
including:
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(1) the construction
area of the elevator shaft, piping shaft, staircase, garbage tunnel,
transformer room, equipment room, public lobby, gangway, base room, duty
guard room and the public room and management room for the whole building,
calculated by the horizontal projection
area;
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(2) half of the
construction area of the horizontal projection area of the division wall
and the exterior wall (including the xxxxx wall) between the set (unit)
and the public building.
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6.
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The
paid purchase price: In case the purchase of the housing is by mortgage
loan, this price is not limited to the down payment by Party B, and
includes the price paid to Party A by
loans.
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Article
6 Price Calculation Method, Price and
Payment
Party A
and Party B agree to calculate the purchase price of the Commodity Housing
according to the method as follows:
The
Commodity Housing is pre-sale property. Calculated by the indoor construction
area, the unit price of the Commodity Housing is RMB 10149 per square meter, and
the total amount is RMB 3152467 (RMB three million one hundred and fifty-two
thousand four hundred and sixty-two).
The
construction costs of the public area and the shared construction area are
included in the above unit price of the indoor construction area and shall not
be accounted in the pricing.
Party A
agrees that Party B shall pay on schedule according to the methods as
follows:
Installments
(1) Phase
one: Within five days after this Pre-sale Contract is executed and filed online,
pay 28.9% of the total purchase price, which is RMB 912184 (RMB nine hundred and
twelve thousand one hundred and eighty-four);
(2) Phase
two: Before September 24, 2007, pay 46.1% of the total purchase price, which is
RMB 1452166 (RMB one million four hundred and fifty-two thousand one hundred and
sixty-six);
(3) Phase
three: Before November 30, 2007, pay 25% of the total purchase price, which is
RMB 788117 (RMB seven hundred and eighty-eight thousand one hundred and
seventeen).
Article
7 Method of Payment
Party A
shall use the pre-sale purchase price paid by Party B in accordance with Article
13 of the Guangdong
Administrative Rule of Pre-sale Commodity Housing. Before the completion
of the project, the pre-sale purchase price shall only be used to purchase the
construction material and equipments necessary for the project construction, and
to pay the construction process price of the project construction and the legal
taxes and fees, and shall not be used for other purposes.
To ensure
the pre-sale price is used for the above purposes and is not otherwise used,
Party B shall pay the pre-sale price to the following commodity housing pre-sale
price monitoring account under the supervision of Guangzhou Municipal Bureau of
Land Resource and Housing Administration according to the Guangdong Administrative Rule of
Pre-sale Commodity Housing.
Monitor
Bank: Industrial and
Commercial Bank Guangzhou Industry Road Sub-branch
Monitor
Account: 3602002929200143647
Article
8 Liabilities of Breach of Contract for Overdue
Payment
1.
Installment Payment
In case
the price is paid by installment, if Party B fails to pay the period price to
the monitoring account according to the payment term set forth in Article 6
hereof, Party A has the right to ask Party B to pay the default penalty of 0.05%
of the total purchase price per day, and has the right to terminate this
Contract.
2.
Lump-sum Payment
In case
the price is paid by lump-sum payment, if Party B fails to pay the total
purchase price to the monitoring account according to the payment term set forth
in Article 6 hereof, Party A has the right to ask Party B to pay the default
penalty of 0.05% of the total purchase price per day, and has the right to
terminate this Contract.
3.
Mortgage Loan Payment
In case
the price is paid by mortgage loan, the first period price shall be paid to the
monitoring account according to the payment term set forth in Article 6 hereof;
if Party B fails to pay the first period price to the monitoring account
according to the term agreed hereof, Party A has the right to require Party B to
pay the default penalty of 0.05% per day of the total purchase price, and has
the right to terminate this Contract.
If Party
A conducts the mortgage loan on behalf of Party B or if Party A designates the
mortgage bank, Party A shall require the mortgage bank to transfer the entire
mortgage loan directly into the monitoring account when granting the loan and
not to transfer the loan to any other accounts. If the mortgage bank fails to
transfer the entire mortgage loan into the monitoring account directly, Party A
shall be deemed as to have breached the Contract. Party B shall have the right
to require Party A to pay the default penalty of 0.05% per day of the mortgage
amount which is not transferred into the monitoring account until the entire
mortgage loan is transferred into the monitoring account.
In case
Party B conducts the mortgage loan by itself, Party B shall require the mortgage
bank to transfer the entire mortgage loan directly into the monitoring account
when granting the loan. If the mortgage bank fails to transfer the entire
mortgage loan directly into the monitoring account, Party B shall be deemed as
to have breached the Contract. Party A shall have the right to require Party B
to pay the default penalty of 0.05% per day of the mortgage amount which is not
put into the monitoring account until the entire mortgage loan is transferred
into the monitoring account.
Article
9 Filing Confirmation
Within 10
business days after the online filing of this Contract, Party A shall apply with
this Contract for the confirmation procedures of the online filing to Guangzhou
real estate registration authority.
Article
10 Delivery Term
Party A
shall deliver the house as the subject matter hereunder to Party A before
December 31, 2007.
If any
delay in delivery for use occurs due to force majeure or other
reasons agreed upon hereunder by the Parties, Party A shall give a written
notice to Party B in time.
After
delivery, Party A shall not neglect its obligations hereunder, such as the
obligation of applying for the title certificate, with the excuse that the house
has been delivered for use.
Article
11 Delivery Condition
The
housing delivered by Party A shall meet the following conditions:
The
filing procedures of the completion acceptance of the Commodity Housing have
been fulfilled with the relevant government authority.
The
Parties may negotiate the decoration, specification and standards of the
accessory equipment and attach the agreement as an appendix hereto.
Article
12 Handover of the Housing and Relevant Materials
After the
Commodity Housing has satisfied the conditions of delivery for use, Party A
shall notify Party B to carry out the handover procedures 3 days prior to the
date of delivery hereof. Party B shall carry out the inspection, acceptance and
handover of the housing together with Party A within 3 days after receiving such
notice. The signal of the delivery of the housing is that such Commodity Housing
has satisfied the conditions of delivery of housing hereunder.
Upon the
inspection, acceptance and handover of the housing, Party A shall present the
evidencing documents and relevant materials set forth in Article 11 and sign the
Property Delivery and Acceptance Letter. In case the Commodity Housing is for
residential use, Party A shall also provide the Residential Housing Quality Warrant
Letter, Residential
Housing Use Instructions and the Delivery Letter of the Commodity
Housing.
The standards stipulated
under the Residential Housing
Quality Warrant Letter, Residential Housing Use Instructions
and the Delivery Letter
of the Commodity Housing shall not be lower than the lowest standard of
the Residential Housing
Quality Warrant Letter, Residential Housing Use Instructions
and the Delivery Letter
of the Commodity Housing promulgated by the construction and
administration authority.
In case
Party A fails to present the above evidencing documents and the relevant
materials or if the evidencing documents and the relevant materials are
incomplete, Party B shall have the right to reject the handover, and the
liabilities of late delivery thus incurred shall be borne by Party
A.
In case
the late delivery is caused by Party B, both Parties agree to handle the late
delivery as follows:
(1) Party B shall bear the
liabilities of late delivery and Party A shall be deemed as to have delivered on
time and in accordance with the standards. The property management fee and the
distributed public water and electricity fee shall be calculated from the date
of delivery set forth in Article 10 hereof.
(2) In case Party B fails to pay
all the due payment (including but not limited to purchase price, due default
penalty, taxes and fees) to Party B, the delivery date of the housing and the
carrying out of the title certificate shall be extended accordingly. Party A
shall designate another delivery date of the Commodity Housing within one month
after Party B pays the above payment.
Article
13 Liabilities for Breach of Contract Due to Late
Delivery
In case
Party A fails to deliver the Commodity Housing within the time limit set forth
in this Contract, the following methods shall be applied:
(1) In
case the delivery has been delayed for no more than 180 days, Party A shall pay
0.05% per day of the paid purchase price as the default penalty from the next
day of the due date of delivery as set forth in Article 10 hereof to the actual
date of delivery. This Contract shall continue to be
performed.
(2) In
case the delivery has been delayed for over 180 days, Party B shall be entitled
to terminate this Contract unilaterally. If Party B demands continued
performance of this Contract, this Contract shall continue to be
performed. Party A shall pay 0.05% per day of the purchase price
already paid as the default penalty from the next day of the due date of
delivery as set forth in Article 10 hereof to the actual date of
delivery.
Article
14 Transfer of the Liability of Risk
The
liability of risk shall be transferred from Party A to Party B on the date of
delivery. In case Party B fails to carry out the inspection, acceptance and
handover procedure of the Commodity Housing, Party A shall give the exigent
notice for one time. In case Party B fails to carry out the inspection,
acceptance and handover procedure within the time limit set forth in the exigent
notice, the liability of risk shall be transferred to Party B on the next day of
the date of inspection, acceptance and handover in the exigent
notice.
Article
15 Area Confirmation and the Handling of Area Difference
According
to the calculation method determined by the Parties, the indoor construction
area (hereinafter, the “Area”) shall be the basis of area confirmation and of
handling Area difference stipulated under this article.
This
Article shall not be applied if the Parties select to calculate the purchase
price by unit as set forth in Article 6.
If the
Area for the calculation of price set forth in this Contract is different from
the Area actually measured, the Area actually measured shall
prevail.
After the
delivery of the Commodity Housing, if the Area for the calculation of price set
forth in this Contract differs from the Area actually measured, both Parties
agree to solve the difference of the Area in accordance with the methods as
follows:
Both
Parties agree at their sole discretion that：
(1) If
the absolute value of the Area difference ratio is no more than 3% (inclusive),
the purchase price shall be calculated according to the price agreed in this
Contract;
(2) If
the absolute value of the Area difference ratio is more than 3% , Party B agrees
to continue to perform the Contract. If the actual Area is larger than the Area
set forth in this Contract, the price for the part within the Area difference
ratio of 3% (inclusive) shall be replenished by Party B, the price for the part
exceeding an Area difference ratio of 3 % shall be borne by the Party A, while
the title of the exceeding part shall belong to Party B. If the actual Area is
smaller than the Area set forth in this Contract, Party A shall refund the
purchase price and its interests for the part within an Area difference ratio of
3% (inclusive), and for the part which exceeds the Area difference ratio of 3%,
Party A shall refund Party B twice the amount as the purchase price Party B has
paid for such exceeding part. Area Difference Ratio= [(Actual Measured Area-
Area agreed in this Contract)/ Area agreed in this Contract] ×100%.
Article
16 Changes to Planning and Design
After the
Commodity Housing is pre-sold, Party A shall not change the planning and design
of the Commodity Housing project without the consent of Party B. If the change
is necessary, Party A shall acquire the written consent of Party B and apply to
the planning and management authority for approval. Party B may terminate the
Contract if Party B disagrees with the change. Party A shall refund the purchase
price and interests within 30 days after Party B’s proposal of terminating the
Contract (from the payment date to the refund date, calculated by the real
estate development loan rate of the bank on the refund date).
Article
17 Security for Defects of Right
Party A
shall guarantee that there is no defect of right on the Commodity Housing as a
subject matter hereof. There is no imposed mortgage, leasing right, no
compensation obligation, such as the owing taxes and fees, remise money, and no
sequestration by the court or other state authority, organization and
department.
In case
there is any defect of right, Party A shall eliminate the defect within the
period designated by Party B or within a reasonable period. If the defect is not
eliminated within the period designated by Party B or within a reasonable
period, Party B shall have the right to terminate the Contract
unilaterally.
Article
18 Title Registration
The
Parties agree to carry out the title registration according to the following
method:
The title
registration carried out by Party A
Party A
shall carry out the title registration for Party B with the title registration
authority within 730 days after the
Commodity Housing is delivered for use and deliver the real estate title
certificate on which Part B is the title owner to Party B.
In such
case, Party B shall provide the certificates and materials in time that are
required by the title registration authority.
Party A
shall truthfully inform Party B the certificates and materials required for the
title registration that shall be provided by Party B. If Party A fails to inform
Party B or the contents informed is incomplete or inaccurate, causing Party B to
fail to provide the certificates and materials in time, Party B shall not bear
the liability.
Article
19 Liability for Breach of Contract Due to the Delay in Title
Registration
If Party
A breaches Article Eighteen, the following method shall be applied:
If Party
B elects not to cancel the housing purchase, Party A shall pay the default
penalty of 0.02% per day of the paid purchase price from the date of
delay.
Article
20 Liability for Breach of Contract Due to Party A’s Commitment on
Decoration and Equipment Standard
The
decoration and equipment standards of the Commodity Housing delivered for use by
Party A shall comply with the standards agreed upon by the Parties (the Appendix
4). In case the standards are not satisfied, the following method shall be
applied:
Party A
shall compensate twice the price difference of the decoration and
equipment.
Article
21 Performance of the Unilateral Termination Right of Party
B
In case
Party B performs the unilateral termination right agreed upon in this Contract,
Party B shall notify Party A in writing. Party A shall refund to Party B the
purchase price paid by Party B (including the interests calculated according to
the coterminous real estate development loan interest rate issued by the
People's Bank of China) within 30 days after receiving the written notice from
Party B and shall bear the liability of compensation. The compensation amount
shall be 1% of the paid purchase price and shall be paid to Party B while
refunding the purchase price.
Article
22 Party A’s Commitment on the Normal Function of the Basic
Facilities and Public Ancillary Structure
Party A
makes the commitments that the following basic facilities directly related to
the normal use of the Commodity Housing will satisfy the use conditions
according to the following dates:
1. The
permanent water and electricity of the Commodity Housing;
2. The
access to the mailbox.
If the
use conditions are not satisfied within the dates set forth hereunder, the
Parties agree that the following shall be applied:
The
overtime shall be deemed as the late delivery of the Commodity Housing and Party
A shall bear the liability in accordance with the late delivery of the
Housing.
Article
23 Warranty Responsibility
If the
Commodity Housing is for residential use, the Residential Housing Quality Warrant
Letter shall be attached hereto as an appendix. From the date
of delivery of the Commodity Housing, Party A shall bear the warranty liability
in accordance with the undertakings hereunder and under the Residential Housing Quality Warrant
Letter.
If the
Commodity Housing is for non-residential use, both Parties shall enter into a
supplemental agreement attached hereto as an appendix, which shall cover the
scope, period, and liability of the warranty.
If the
Commodity Housing has any quality defect within the scope and period of
warranty, Party A shall perform its obligation of warranty. In case
of any defect arising out of an event of force majeure or any damage
not due to the fault of Party A, Party A shall not bear the warranty
liability.
Article
24 Specific Maintenance Fund
Party B
shall pay the specific maintenance fund in accordance with relevant provisions.
The specific maintenance fund belongs to the owners. The specific maintenance
fund shall be paid
after the
execution of the sales Contract for housing and deposited in the special bank
account set by the real estate administration authority.
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1.
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The
special bank account set in the Eight Old Districts (Yuexiu, Liwan,
Dongshan, Haizhu, Tianhe, Fangcun, Baiyun, and Huangbu District) and
Guangzhou Economic and Technological Development Zone: Guangzhou Beixiu
Sub-branch of Agricultural Bank of
China;
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2.
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Bank
with special account in Panyu District: Guangzhou Panyudongxing Office of
China Construction Bank;
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3.
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Bank
with special account in Huadu District: China Construction Bank
Corporation;
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4.
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Bank
with special account in Conghua City: Conghua Sub-branch of Agricultural
Bank of China;
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5.
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Bank
with special account in Zengcheng City: China Construction Bank
Corporation.
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Article
25 The Two Parties May Agree on the Following Matters:
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1.
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All
the house-owners shall have the common ownership of the earnings of the
business conducted on the roof of the building where the Commodity Housing
is located;
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2.
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All
the house-owners shall have the common ownership of the earnings of the
business conducted on the exterior wall surfaces of the building where the
Commodity Housing is located.
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Article
26 Instructions on Party B’s Use of the
Housing
Party B’s
Commodity Housing is for office use only. During the period in which
Party B uses the Commodity Housing, Party B shall not alter the main structures
of the construction or load-bearing structures, nor shall it change the usage of
the Commodity Housing without approval. Except as otherwise provided
in this Contract or its Appendices, during the period of occupation, Party B
shall be entitled to use the common areas and facilities of the Commodity
Housing together with other owners and shall bear the liabilities in proportion
to the occupied space, the public place and the public shared
space.
Party A
shall not change the usage of the public place and facilities of the Commodity
Housing without approval.
Article
27 Convents on Notice
The
notice and communication required or permitted herein shall come into effect
upon the receiving.
Article
28
Both
Parties shall resolve any dispute arising from the performance of this Contract
through consultation. If no agreement can be reached through
consultation, the Parties shall settle the dispute by:
filing a
case with the People’s Court according to the law.
Article
29
For
issues not covered by this Contract, the Parties may enter into supplemental
agreements as appendices to this Contract.
Article
30
Appendices
of this Contract shall have the same legal effect as this
Contract. The text filled in the blank parts by hand shall have the
same legal effect as the printed text in this Contract and the
Appendices.
Article
31
This
Contract, including the Appendices attached hereto, has 22 pages and is executed
in 4 counterparts, of which Party A holds 2 counterparts, Party B holds 2
counterparts, and Guangzhou Real Estate Exchange and Registration Office holds 1
counterpart.
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Seller
(Signature or seal) : [Seal]
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Buyer
(Signature or seal) : [Seal]
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Legal
Representative: /s/ Xxxx Xxxx Xxx
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Legal
Representative: /s/ Xx Xxxx Xxxx
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Authorized
Agent:
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Authorized
Agent:
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(Signature
or seal)
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(Signature
or seal)
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Date:
September
19, 2007
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Date:
September
19, 2007
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Executed
in Guangzhou Tianhe
District
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Registration
Authority:
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Registration
Date:
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Appendix
I: Layout of the Housing
Xxxx
Xxx Xxxxxx Xxxx Business Centre
Location
Note:
Units with same layouts may not have same measurements due to exterior design
requirements. This graph is for reference only, and is subject to the
government’s final approval.
Appendix
II: Specification of the Commodity Housing by Party A (including the
advertisement)
N/A
Appendix
III: Pre-Property Management and Service Contract
Pre-Property
Management and Service Agreement
Appendix
IV: Decoration and Equipment Standard
[Xxxx Xxx
Xxxxxx Xxxx Business Center-Building D1]
Decoration
Standards of the Office Building
Public
Area
Exterior
Wall: LOW-E low radiation hollow glass curtain wall is adopted in the south and
west. Single coated glass is adopted in the north and east with aluminum
exterior wall.
Lobby:
The floor is laid with marble and granite decoration. The wall bears high
polished tiles; the making ceiling is the suspended ceiling style.
Bathroom:
Flat ground with cement mortar; preserved for drain pipes; the ground of the
bathroom on the first and ninth floor is laid with antiskid ceramic bricks and
the wall with good quality ceramic titles and additionally equipped with toilet
paper box and tissue paper box; the making ceiling is the suspended ceiling
style.
Fire
protection ladder: The ground is laid with antiskid strip and the wall body with
cement mortar and advanced latex; the making ceiling is attached with ceiling
light.
Lift
lounge: Concrete floor. The Lift lounges on the ninth floor and the office area
have been decorated.
Electricity
Load: Electricity load 110w/m2. Pipe
interface to the tube well on each floor is preserved.
Ladder:
Two Guangzhou Hitachi ladder with the load of 1000kg and the speed of 1.75m/s,
equipped with luxury decoration and liquid crystal display.
Gate: The
first floor is equipped with floor glass gate.
Platform:
With a platform garden.
Air
conditioning: The first floor to the ninth floor is equipped with single-cool
central air conditioning.
Integrated
wiring: Fiber system main line to the weak electricity well on each
floor.
Indoor
Unit:
Platform:
Concrete floor except that the first floor and the ninth floor have been
decorated.
Wall
Body: Brushed with cement mortar and white lime.
Making
ceiling: Equipped according to the fire protection standard except that the
first floor and the ninth floor have been decorated.
Weak
Electricity System
Capacity
of CATV: Calculated by over 1 TV per floor.
Capacity
of telephone system: The office building is calculated by over 20 telephone
lines per building.
Broadband
network: The Broadband is equipped with fiber as system main line introduced by
the wiring device on each floor. The indoor line is equipped with type 5 twisted
cables. The information terminal in the integrated wiring system working area is
located plane with over 3-4 terminal points per 20 m2 in the
office building.
Integrated
wiring: The design (access) content of the integrated wiring system:
broadcasting, fire protection alarm, surrounding guard and security
guard.
Communication
system: wireless communication system (mobile phone) in the mini area of the
underground garage, no blind communication area.
Monitoring
device: The safe guard areas such as the passageway of the garage, public
passage and garden are equipped with monitoring device.
Mainline:
The mainlines of the CATV system, telephone system, broadband network system
access to the weak electricity well on each floor.
Appendix
V: Supplemental Agreement to this Contract
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1.
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In
case the price is paid by mortgage loan, the following shall be applied to
Party A and Party B:
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(1)
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In
case Party B fails to complete the mortgage procedures with the bank
(fails to execute the mortgage loan Contract with the bank) 30 days after
the execution of this Contract, Party B shall pay the default penalty of
0.05% per day of the total purchase price, and have the right to terminate
this Contract unilaterally and Article 13 hereof shall be
applied.
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(2)
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In
case the application of mortgage by Party B is not accepted by the bank
which offers the mortgage, Party B shall reply to Party A in writing
within 5 days after receiving the written notice form Party A or the bank
or its designated law firm, and expressly select another payment method
recognized by Party A; if Party B fails to reply in time or select the
payment method recognized by Party A, Party A shall have the right to
terminate this Contract unilaterally and Article 13 hereof shall be
applied.
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(3)
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In
case the mortgage amount approved by the bank is less than the amount
applied for by Party B, Party B shall pay the balance to Party A in one
lump sum payment 30 days after receiving the written notice form the bank
or its designated law firm or Party A. The failure of payment of the
balance in time from Party B to Party A shall be deemed as overdue
payment. Article 8 hereof shall be applied to both Party A and Party
B.
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(4)
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In
case Party A shall assume the guarantee obligation to the bank due to
Party B’s failure to repay the mortgage amount according to the mortgage
loan contract with the bank, Party A shall have the right to claim within
the scope of the assumption of the guarantee obligation and have the right
to terminate this Contract unilaterally and Article 13 hereof shall be
applied.
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2.
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The
purchase price agreed in this Contract does not include the taxes and fees
required by the government. Party B shall assume the following taxes and
fees (if there are some adjustments by the government, the adjusted taxes
and fees shall be applied):
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X.
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Xxxx
tax of sale and purchase of housing: calculated by 3% of the purchase
price;
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B.
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Comprehensive
warrant fee: Lump-sum Payment: RMB 125/person, Mortgage Payment: RMB
130/person. House-owner added: RMB
15/person.
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Note: The
tax and fee of the item A and B shall be paid upon the down payment by Party
B.
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3.
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The
specific maintenance fund of property: According to the Sui Xxx Xxxx Zi
[2003] No. 592, the specific maintenance fund of property shall be 2% of
the purchase price and shall be assumed by Party B; Party B shall pay to
the Guangzhou Municipal Bureau of Land Resource and Housing Administration
according to the following standards: Residence area: RMB 40/square meter,
Non-residence area: RMB 50/square meter. The down payment of the special
maintenance fund of property shall be paid by Party B before the procedure
of the acceptance of the housing carried out by Party B. The remaining
shall be paid by Party B according to the decision of the house-owners
convention.
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4.
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Before
the establishment of the house-owners committee of the community, Party B
agrees to accept the relevant services from the property management
company assigned by Party A according to the law and pay to which the
relevant fees.
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5.
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After
all the fund has been paid by Party B (including but not limited to the
house purchase price, the payable default penalty, taxes and fees), in
case there is bank mortgage, Party A and Party B shall carry out the
procedures of housing acceptance after the bank approves the mortgage
application and the bank mortgage has been paid to Party A’s monitoring
account. In case Party B fails to pay the above money or the bank mortgage
fails to be paid to Party A’s monitoring account, Party A has the right
not to carry out the procedures of housing acceptance and the time for
delivery of the housing by Party A and the time of carrying out title
certificate shall be both extended accordingly to one month after the time
Party A collects all the due payment from Party B. Party A shall be deemed
to have delivered the housing according to the time agreed hereof. Party B
shall pay the fees such as property management fees from the delivery date
of housing agreed in Article 10
hereof.
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6.
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Party
B’s failure to carry out the procedure of housing acceptance in time not
due to Party A’s fault shall be deemed as that Party A actually has
delivered the Commodity Housing to Party B for use. Party B shall assume
all the legal liabilities arising from the delivery of the Commodity
Housing from the delivery date of housing agreed in Article 10 hereof,
including but not limited to the payment of property management fees and
the assumption of the risk of damage of the
housing.
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7.
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In
case of the occurrence of abnormal weather, abnormal geographical
conditions or government (public welfare authority) behaviors which cannot
be overcome by Party B, or in case of some other special reasons that
cause the failure of construction according to the law, Party A may delay
the delivery of the housing according to the actual
situation.
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8.
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In
case the payment of the purchase price by Party B is delayed within 90
days, Party B shall pay the default penalty of 0.05% of the purchase price
per day; in case the delay is over 90 days, Party A shall have the right
to terminate this Contract unilaterally and Article 13 hereof shall be
applied. If Party A does not choose to terminate this Contract, Party B
shall pay the default penalty of 0.05% of the purchase price per day until
all the purchase price is paid by Party
B.
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9.
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Because
the Commodity Housing is real estate property, after the payment of all
the payable money according to the Contract, Party B shall carry out the
procedure of housing acceptance in person with the valid ID certificate
and relevant housing acceptance documents on the expiration date of the
payment period agreed hereunder, regardless of whether Party B receives
the notice of delivery of the housing or
not.
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10.
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Party
A and Party B shall deal with the area difference of the Commodity Housing
purchased by Party B according to Article 15 of the Contract. Party B
shall pay up the purchase price agreed in Article 6 of the Contract with
Party A within 15 days after receiving the written notice of dealing with
the area difference of the Commodity Housing from Party and shall execute
the clearing letter. In case Party B fails to execute the clearing letter
in time or fails to pay the payable money in time, Party B shall pay the
default penalty of 0.05% per day of the amount payable to Party A, and the
date of Party A carrying out the Real Estate Title Certificate shall be
extended accordingly. In case Party A fails to refund in time, Party A
shall pay the default penalty of 0.05% per day of the refund to Party
B.
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11.
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Party
B is aware of all the necessary material for carrying out the Real Estate
Title Certificate, and Party A will not give any additional written notice
(except that there might be some changes of the material filed for
carrying out the Real Estate Title Certificate). Party
B shall provide Party A with all the necessary materials for carrying out
the Real Estate Title Certificate within 15 days after receiving the
notice of delivery of the housing from Party A and pay up the entire
purchase price in time according to the Contract. In case Party B fails to
provide the above materials in time, the time of carrying out the Real
Estate Title Certificate by Party A shall be extended
accordingly.
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12.
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In
case this Contract is terminated after Party B has carried out the
procedures of the acceptance of the housing, Party B shall pay to Party A
the housing use fee of 0.02% per day of the total purchase price
calculated from the date Party B accepted the housing to the date of
delivery of the housing to Party A. Party B shall complete the housing
return procedures and return the vacant housing to Party A within 30 days
of the termination date of this Contract. Party B shall compensate Party A
if the housing is damaged before the return of the housing. In case Party
B has decorated the housing, the decoration inside the housing shall not
be removed and Party A shall not compensate for any losses arising
therefrom.
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13.
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In
case the termination of the Contract is due to Party B’s fault, Party B
shall pay to Party A the default penalty of 20% of the total purchase
price and assume all the fees of the termination procedure of the
Contract. Party A has the right to deduct such default penalty and
relevant fees from the paid purchase price by Party
B.
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14.
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The
corresponding addresses in this Contract are the valid contact addresses
to which the Parties send relevant correspondences. The letter from any
Party to the Contract by means of registration or express service
according to the corresponding addresses shall be deemed to have been
received by the other Party. In case there is any change of the
corresponding addresses, the Party whose address has been changed shall
give a written notice to the other Party 7 days within the change.
Otherwise, any legal consequences arising from the failure of any Party to
perform the obligation of notice of the change of the address shall be
assumed by the Party whose obligation is not
performed.
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15.
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In
case Party B is entitled to the right of termination in accordance with
this Contract or laws, the right shall be exercised within 90 days of the
occurrence of the termination situation. The termination right shall be
deemed as being given up by Party B if Party B fails to exercise such
right within 90 days.
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16.
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Any
club or its ancillary facilities, the underground parking place and its
facilities and equipment belong to Party A and the services provided shall
be paid.
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17.
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In
case there is any difference between this Supplemental Agreement and the
Contract, this Supplemental Agreement shall
prevail.
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Signature
or seal of Party A: [Seal]
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Signature
or seal of Party B: [Seal]
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September
19, 2007 /s/ Xxxx Xxxx Xxx
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September
19, 2007 /s/
Xx Xxxx Xxxx
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