Contract for Joint Investment to Develop and Construct NO.B48 lot in Beibei District Beibei New Town Construction Area (NO.SX2007001)
Exhibit 99.1
Contract for Joint Investment to Develop and
Construct NO.B48 lot in Beibei District Beibei New
Town Construction Area
Construct NO.B48 lot in Beibei District Beibei New
Town Construction Area
(NO.XX0000000)
This contract is made and entered into by and between Chongqing City Hechuan District Jiasheng
Property development Co. Ltd.(“Party A”) and Huayufeng industry (Chongqing) Co. Ltd. (“Party B”)To
exert the preponderance of each party and to make some contributions to the urbanization
construction of Beibei District Chongqing City together, through mutual friendly negotiation, Party
A agrees to invest the NO.B48 lot owned by himself in Beibei District Beibei new town construction
area to develop and construct commercial residential building jointly with Party B. In accordance
with the relevant provisions of the Contract Law of the People’s Republic of China and the City
real estate development and business management Ordinance of Chongqing City and on the basis of
principal of equality, free will, reciprocity and mutual benefit and with a view to make the
rights and obligations of the parties hereto clear, Party A and Party B hereby agree to enter into
this contract.
CHAPTER TWO PARTIES TO THIS INVESTMENT
Chongqing City Hechuan District Jiasheng Property development Co. Ltd. (hereinafter called
Party A), Address for service of process: XX. 0 xx Xxxx Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxxx
Xxxx; Legal representative (corporation’s initial agent for service of process): Xxxxx Xxxxxxxx.
Huayufeng industry (Chongqing) Co. Ltd. (hereinafter called Party B), Address for service of
process: Wushan Industrial park, NO.57 added NO.9 of Jiefang Road, Shuitu Town, Beibei District,
Chongqing City. Legal representative (corporation’s initial agent for service of process): Xxxx
Xxxxxx.
CHAPTER THREE GENERAL SITUATION OF THIS
PROJECT
PROJECT
Article 1 The lot of this project is suited at Jinyun avenue, Beibei new town, Beibei
District, one part of the land being numbered as B48-1/01 and B48-2/01 ascertained in Controlling
detailed plan of B standard sub area Beibei group Chongqing City (See Appendix A).
Article 2 The acreage of the NO.B48 lot is about 24.91mu, boundary of the lot: it is subject
to the red line of land delivery made by the State-owned land administration department and the
planning building area is about 40,000 square meters.
CHAPTER FOUR APPROACHES TO INVESTMENT
AND COOPERATION
AND COOPERATION
Article 3 It operates as setting a project section for part A separately: this project needs
about 62,000,000yuan RMB after checking (See Appendix B). Party A shall contribute 52,000,000yuan
and Party B shall contribute 10,000,000yuan as per this contract. Party A shall be responsible for
the bulk of business management and operation of the development of the project. Except Party B
participates in all the business
management pursuant to this contract, as to this project, the two parties shall be independent
in finance and sharing risks. The two parties hereto shall enjoy rights and undertake obligations
under proportion, Party A accounting for 80% and Party B accounting for 20%.
1 The term for a financial return on the investment is 24 months from the date that Party B
transfers the funds to the account appointed by Party A and Party B. Where it comes due the two
parties hereto shall allocate profits and undertake obligations at the ratio of the actual total
investment.
2 The funds shall be contributed by Party A and Party B respectively in installments. The
10,000,000yuan RMB (¥10000000.00yuan) which is Party B’s share shall be contributed in a lump,
that is to say Party B shall remit 10000000yuan (¥10000000.00yuan) to the project special account
appointed by Party A and Party B within 10 days from this agreement is signed.
3 The aggregate price of the land subtracting the funds contributed by Party B and the prior construction funds (the cost for planning and
designing, construction, city supporting installations, subdivision construction, Water and
electricity installment and place renovation) is about 52000000yuan, and Party A shall be
responsible for raising, investing and application of the funds therein. Party A may use the land
use right of NO.B48 lot to finance or raise funds from the financial departments, other units or
individuals.
4 The contribution made by Party A shall be accounting for 80% of the total amount and Party B
shall be accounting for 20% of the total amount. Where the total investment stipulated in chapter
four is insufficient, Party A shall be responsible for the increased investment separately. After
the termination of this project, the two parties hereto shall share profits or undertake losses at
the ratio of their respective contributions.
Article 4 Party A shall be responsible for the related procedures for the development and
construction of the NO.B48 lot, and the two parties hereto shall be jointly
responsible for the land leveling, infrastructure construction and the development,
construction, sale and business management of this Project.
Article 5 The two parties hereto shall be jointly responsible for the supervision of the
development, construction, sale and business management of the Project and correlative audit. Where
it needs the financial audit separately, Party B shall be responsible for the expense.
CHAPTER FIVE TERM OF INVESTMENT AND
COOPERATION
COOPERATION
Article 6 The term of this investment and cooperation shall be two years determined by the two
parties hereto, commencing from the date on which Party B deposit the funds to the account
appointed by Party A and Party B.
Article 7 Investment by Party A and Party B shall be made in RMB or equivalent in RMB.
CHAPTER SIX DISTRIBUTION OF PROFITS
Article 8 After paying the taxes the profits in net will be distributed according to the
proportion of each party’s investment. Party B agrees to distribute in kind, and it shall be
distributed 6600 square meters floor space of the commercial residential building in the price of
each square meter unit: 2,560 Yuan. Party A shall sell it on consignment for Party B.
Article 9 The 6600 square meters floor space distributed to Party B pursuant to article 8
shall be sold by Party A on consignment. Party A shall guarantee that the amount of the sales shall
not less than 16,600,000yuan RMB (after paying the taxes) and shall pay the money to Party B by way
of remittance pursuant to provisions contained herein. Where Party B obtains the profits and by the
virtue of policy, other fees and taxes are needed, Party B shall bear them by himself.
The payment of the amount of sales on consignment is in two installments, the time for the
first installment is: prior to the 15th of the 13th month from the date that
Party B transfers the funds of 10,000,000yuan to the account appointed by Party A
and Party B, Party A shall transfer the
3,300,000yuan of amount of sales to the account appointed by Party B; The time for the second
installment is: prior to the 15th of the 25th month from the date that Party
B transfers the funds of 10,000,000yuan to the account appointed by Party A and Party B, Party A
shall transfer another 3,300,000yuan of amount of sales to the account appointed by Party B.
Article 10 When Party A pursuant to provisions contained herein sells out the houses on
consignment and pays the amount of sales to Party B, the termination of the allocation of profits
by Party B shall be regarded arrival. The residual assets and problems left over of this project
shall be disposed and assumed by Party A separately and Party B shall have no dissent.
Article 11 The proceeds of sales of this project shall be deposited in a separate account, and
firstly used for construction funds and paying national fees and taxes, construction fees, city
supporting installations fees,
infrastructure construction fees and returning bank advances and project financing money;
secondly the
funds shall be used to ensure the payment of the amount of sales on consignment to
Party B. The funds shall not be withdrawal or used for any other purpose by Party A without the
consent of Party B.
CHAPTER SEVEN FINANCE MANAGEMENT
Article 12 In order to strengthen the project funds management, a separate bank account shall
be opened, special financial bookkeeping shall be set and a special funds management system shall
be adopted. Any party hereto shall not be in violation of regulations.
Articles 13 In order to guarantee the project funds security and be earmarked for specific
purpose, the two parties hereto supervise and manage the project funds jointly. Party A shall
provide a copy of financial statement to Party B each month and accept audit by correlative
financial accountant sent by Party B each quarter and bear the travel charge of the audit party.
Party B shall pick up the tab for audit.
Article 14 Party B shall contribute 10,000,000yuan. 7,000,000yuan of them shall be earmarked
for NO.B48 lot in Beibei, and another 3,000,000yuan shall be used to return the partner’s prior
period investment funds.
CHAPTER EIGHT LIABILITY FOR BREACH OF
CONTRACT
CONTRACT
1, Where Party A changes the usage of the funds contributed by Party B, financing funds
getting though bank loan and the proceeds of sales without authorization, misappropriates them or
carries on the use which has nothing to do with this project, it shall be treated as breach of the
contract.
2, Where Party B dose not contribute the funds under the time frame stipulated herein or
required by Party A or terminates the contract unilaterally or withdraws the funds ahead of time
without the consent of Party A, it shall be treated as breach of the contract by Party B, and Party
B shall pay 30% of the total amount of investment overdue as liquidated damages (except the cause
of financial policy, procedure of the bank and so on).
3, Where Party A fails to sell out Party B’s house property, when more than 15 days are
overdue, Party A shall pay 3‰ of the total amount of the arrearage each day as overdue fine. Where
more than 60 days are overdue, Party B has the right to get 25% of the total amount of the real
estate building property right and the value of the house shall be fixed subject to the development
cost price. The cost price is include development cost and correlative fees and taxes at the stage
of sale and the fees for water, electricity, gas, telephone and cable television and environmental
greening of the subdivision fees. All of them shall be settled by Party B.
CHAPTER NINE MISCELLANEOUS
Article 15 For safety of the funds contributed by Party B, the certificate of land use right
for NO.B48 lot shall be kept by Party B. Where it is needed by Party A to go through correlative
development formalities, Party B shall offer it unconditionally and assist to go through the
related formalities (See Appendix C).
Article 16 The two parties hereto assent to allow Party A to use this lot to finance in the
form of project loan or give it as security for mortgage credit. The amount financed shall only be
used for the development and construction of this project and be put in the special bank account
for unified management and supervision.
Article 17 After the completion of the whole project, Party A shall liquidate the creditor’s
rights and debts of the whole project without delay. After squaring the investment and profits with
Party B, all debts due to, and owing by, shall be owned by Party A.
Article 18 Termination of contract: After the completion of this project, from the date on
which Party A squares the amount of sales on consignment with Party B, this contract terminates
automatically.
Article 19 This contract is in four originals, two originals for each party and all of them
are legally of the equal effect. It comes into effect upon the signature and seal. Where no
agreement can be reached after consolation, any or all disputes arising out of or relating to this
contract shall be submitted to the Arbitration
Committee in Chongqing City for arbitration.
Party A :( signature and seal)
|
Party B: (signature and seal) | ||
Legal representative:
|
Legal representative: | ||
| Date: |
