EXHIBIT NUMBER 4(a)2
CONTRACT FOR ACQUISITION OF THE PROPERTIES
(This is an English translation of the Xiangzhang Garden Real Estate
Sale and Purchase Contract in Chinese)
Between
Shanghai Jiu Sheng Investment Company Limited
and
Manwide Holdings Limited
Xiangzhang Garden Real Estate Sale and Purchase Contract
Date: June 16, 2004
Contents
Whereas:
Article 1 Definitions
Article 2 Subject Property
Article 3 Information Disclosure
Article 4 Restrictive Rights
Article 5 Nature of Land and Transfer Procedure
Article 6 Status of Construction Works and Title Processing
Article 7 Presale
Article 8 Consideration and Payment
Article 9 Delivery of Subject Property
Article 10 Insurance
Article 11 Transaction Completion Date
Article 12 Optional Terms
Article 13 Alteration to Terms of Transaction
Article 14 Property Management
Article 15 Maintenance Arrangement
Article 16 Mutual Assistance Obligation
Article 17 Statement and Guarantee
Article 18 Liability for Breach
Article 19 Project Cooperation Team
Article 20 Settlement of Dispute
Article 21 Miscellaneous
Xiangzhang Garden Real Estate Sale and Purchase Contract
This "Xiangzhang Garden Real Estate Sale and Purchase Contract" (hereinafter
referred to as "this Contract") is signed by the two parties hereunder in
Shanghai, China on June 16, 2004:
Seller: Shanghai Jiu Sheng Investment Company Limited, a Chinese company with
limited liability established and in existence under the laws of People's
Republic of China, whose registered address is Xxxx 000, 000 Xxxxx Xxxxxx Xxxx,
Xxxx'xx Xxxxxxxx, Xxxxxxxx, with Li Baocheng as a legal representative
(hereinafter referred to as "Jiu Sheng Investment");
as one party hereto; and
Purchaser: Manwide Holdings Limited (Chinese name:, a foreign company
established and in existence under the laws of British Virgin Island, whose
registered address is The offices of Offshore Incorporations Limited, P.O. Box
957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands,
with Xx. Xxxxx Hanjie as an authorized representative (hereinafter referred to
as "Manwide Holdings");
as the other party hereto.
(The seller and purchaser aforesaid are referred to collectively as "both
parties" or individually as "one party" from time to time)
Whereas:
1. Manwide Holdings and Jiu Sheng Investment have agreed unanimously with all
the key transaction documents on the purchase by Manwide Holdings of the
whole building of Xiangzhang Garden owned by Jiu Sheng Investment;
2. After the signing of this Contract, Manwide Holdings intends to establish
a foreign-invested enterprise in Shanghai under the name of Rosedale
Property (Shanghai) Company Limited (a provisional name , the final name
of it shall be the name set out in the business license to be issued) (
hereinafter referred to as "Xxxxx Property"), which, once lawfully
established, shall take over Manwide Holdings' rights and obligations
under this Contract and all annexes hereto. Jiu Sheng Investment is fully
aware of the arrangement to be made by Manwide Holdings and has agreed
that Manwide Holdings' status as party to this Contract will then be
succeeded by Xxxxx Property in accordance with the relevant provisions of
Article 21 of this Contract.
Hence, in the principles of honesty, credibility, willingness and
equality, both parties have, through amicable consultation, come into an
agreement in connection with the property transaction as follows.
Article 1 Definitions
Both parties confirm that, in this Contract, the following expressions shall
have the following meanings:
1. Signing Date: the date on which representatives of both parties sign or
seal this Contract.
2. Delivery Date: the date on which the ownership of the Subject Property
(all or part of the properties of Xiangzhang Garden) under this Contract
is transferred.
3. Transaction Completion Date: the date on which all precedent conditions
under Article 11 (1) of this Contract or all fundamental requirements
under Article 13 (4) are satisfied or fulfilled, which shall be the date
on which document(s) necessary to prove the last precedent condition or
fundamental requirement has been satisfied or fulfilled is (are) issued.
4. Transaction Date: the date on which Jiu Sheng Investment, after obtaining
the integral property ownership certificate of the Subject Property
hereunder, signs a standard "Shanghai Commodity Property Sale Contract" in
the unified form used in Shanghai for the purpose of altering the
ownership registration of the property with Manwide Holdings (or any third
party designated by it), which will not occur until all precedent
conditions under Clause 1 of Article 11 hereto of this Contract or all the
fundamental requirements under Clause 4 of Article 13 hereto have been
satisfied or fulfilled.
5. Transfer Date: the date on which the Real Estate Exchange Center issues
the integral property ownership certificate, in the name of Manwide
Holdings (or any third party designated by it), of the Subject Property
or, if Manwide Holdings finally exercises its right under this Contract to
purchase part of Xiangzhang Garden at a consideration of Renminbi seventy
million, of the part of Xiangzhang Garden it will purchase.
Article 2 Subject Property
1. Unless otherwise provided in this Contract, the property to be acquired by
Manwide Holdings from Jiu Sheng Investment under this Contract, which
comprises the whole building of Xiangzhang Garden and all its pertaining
interests (hereinafter collectively referred to as the "Subject Property"
or " Xiangzhang Garden ").
2. Xiangzhang Garden is located at Nos.219 and 229 Jiang Ning Road, Jing An
District, Shanghai, the existing Land Use Right Certificate of which is
Shanghai Real Property Ownership Certificate (Xx Xxxx Di Jing Zi (2002)
No. 007070) and the Lot No. of which is hillock 8/1 (2), lane 92, Jiang
Ning Road, Jing An District. It occupies a piece of state-owned land with
an area of 5,493.50 sq. meters. Its state-owned land use right was
obtained by way of transfer.
3. Xiangzhang Garden has a frame structure, with two (2) floors of basement
and twenty-four (24) upper floors with a gross floor area of 37,060.43 sq.
meters (a provisional estimated figure, the final figure shall be the area
set out in the integral property ownership certificate of Xiangzhang
Garden to be obtained).
Article 3 Information Disclosure
1. In order to prove that Jiu Sheng Investment has the legal and integral
real estate ownership of the Subject Property, Jiu Sheng Investment has
provided Manwide Holdings with the government approvals and certificates
regarding, among other things, land use right, property project and
procedure of construction works, details of which are set out in an annex
hereto headed "List of Inspection Documents".
2. Jiu Sheng Investment has provided Manwide Holdings with a list regarding,
among other things, the construction of and the equipments ordered for
Xiangzhang Garden, to facilitate Manwide Holdings to understand the actual
construction status of the Subject Property, details of which are set out
in an annex hereto headed "List of Construction Works and Equipments
Ordered" .
3. Jiu Sheng Investment declares and warrants that the aforesaid documents it
provided to Manwide Holdings are true and effective, and are documents
that have to be noticed by Manwide Holdings when considering and deciding
all conditions of the transactions under this Contract and constitute the
basis for Manwide Holdings in doing so. In the event that Manwide Holdings
suffers any economic loss of any nature as a result of untrue documents or
corresponding information provided by Jiu Sheng Investment, Jiu Sheng
Investment shall provide complete and adequate compensation.
Article 4 Restrictive Rights
1. Jiu Sheng Investment declares that, as of the date of signing of this
Contract, the Subject Property is not subject to any restrictive right of
any nature (including, but not limited to, mortgage right, closing order
and other judicial preservations and presale registration), except for the
two Mortgage Guarantees stated below:
(1) the under-constructed Xiangzhang Garden has been pledged by Jiu
Sheng Investment as collateral for a loan of Renminbi one hundred
and seventy million (RMB170 million) from China Construction Bank
Beijing branch Chaoyang sub-branch to Stellar Megamedia Co., Ltd.;
(2) the under constructed Xiangzhang Garden has been pledged by Jiu
Sheng Investment for its loan of Renminbi one hundred and seventy
million (RMB170 million) from China Minsheng Bank.
2. Jiu Sheng Investment declares and warrants that all land premiums due or
additional land premium under this Contract shall be borne by Jiu Sheng
Investment.
3. Jiu Sheng Investment declares and warrants that so far as known to Jiu
Sheng, as of the date of signing of this Contract, there is no property
rights dispute, creditors and debtors dispute, claims or right request of
other nature claimed by any third party against the Subject Property or
the land use right relating to the Subject Property, including those
claimed against Jiu Sheng Investment in the future).
4. Jiu Sheng Investment declares and warrants that the warranty under Clause
1 to 3 above are true and in full force, and it will compensate completely
and adequately in the event that Manwide Holdings suffers any economic
loss of any nature as a result of untrue warranty.
Article 5 Nature of Land and Transfer Procedure
1. Jiu Sheng Investment undertakes and warrants that it will procure the
change of land usage of the Subject Property under this Contract from
"office" to "commercial/residential" or " land for commercial/ residential
development", and procure the change of building usage from
"commercial/office building" to "commercial/residential building" or
"commercial/residential complex " within one hundred and fifty (150) days
after the signing of this Contract. In these alterations, it shall be
confirmed that the podium from the 1st to 4th floors of Xiangzhang Garden
shall be used for commercial purpose, which the total gross floor area is
7,836.49 sq. meters (a provisional figure, the final figure shall be the
area set out in the integral property ownership certificate of Xiangzhang
Garden to be obtained); the 5th to 24th floors of Xiangzhang Garden shall
be used for residential purpose and the gross floor area of which shall be
29,223.54 sq. meters (a provisional figure, the final figure shall be the
area set out in the integral property ownership certificate of Xiangzhang
Garden to be obtained). The fulfillment by Jiu Sheng Investment of its
obligations to change land usage under the foregoing clauses in this
Article is subject to the receipt of a consent thereto from the Shanghai
Municipal Planning Commission, and all the expenses required to complete
the alteration shall be borne by Jiu Sheng Investment. Upon receiving such
consent, Jiu Sheng Investment shall notify Manwide Holdings in writing
immediately, and in the event that it fails to receive such consent it
shall also notify Manwide Holdings in writing no later than the date
falling on the one hundred and fiftieth (150th) day after the signing of
this Contract.
2. Both parties agree that, in the event that Jiu Sheng Investment fails to
complete the alteration of land usage within the period stipulated in
Clause 1 of this Article, Manwide Holdings shall be entitled to the
following options:
(1) Manwide Holdings may confirm that it will continue to acquire
the whole building of Xiangzhang Garden pursuant to this
Contract notwithstanding the failure to complete the
alteration of land usage;
(2) Manwide Holdings may, at its option, change the terms of the
transaction in accordance with Article 13 hereof, to purchase
certain units of Xiangzhang Garden at a total consideration of
Renminbi seventy million (RMB 70,000,000).
3. Both parties confirm that Manwide Holdings shall exercise its options
under Clause 2 herein by giving a notice in writing to Jiu Sheng
Investment within thirty (30) working days after receiving the written
notice issued by Jiu Sheng Investment in accordance with Clause 1 above,
or failing which, it will be deemed that Manwide Holdings agrees to
continue to purchase the whole building of Xiangzhang Garden pursuant to
this Contract.
4. Before the transfer of the Subject Property under this Contract to Manwide
Holdings (or any third party designated by it), Jiu Sheng Investment shall
pay up the land premium and complete the land use right transfer
procedures of the Subject Property in accordance with the payment
requirement regarding lands for commercial and residential development
(or, the alteration of land uses fails to complete, lands for office
purpose) and the relevant state and local laws.
5. When Jiu Sheng Investment completing the land use right transfer
procedures and paying the land premium due or outstanding in accordance
with terms of this Article above, all the requirements made by any
government land authority in the land transfer contract (or documents of
similar nature) shall not restrict the transaction purpose, conditions and
estimated profit agreed by both parties under this Contract.
Article 6 Status of Construction Works and Title Processing
1. Jiu Sheng Investment undertakes that the Subject Property hereunder can be
legally used for the purpose of hotel apartment.
2. Jiu Sheng Investment undertakes that during the period between the signing
of this Contract and the Transaction Date, Jiu Sheng Investment shall
complete all the necessary procedures as required by the national and
local laws and regulations (including, but not limited to, the
re-measurement of all the floors and each partitioned unit of the whole
building of Xiangzhang Garden and approval and certification of the
results thereof), so as to guarantee that Manwide Holdings will be issued
an integral property ownership certificate for all the partitioned units
specified in the annex in respect of all or part of the property of
Xiangzhang Garden that are purchased under this Contract, and to
facilitate Manwide Holdings in future resale on unit basis and obtain
independent ownership certificate for each unit in due course.
3. Jiu Sheng Investment shall solely bear all the expenses incurred for the
fulfillment of its obligations under the Clauses 1 and 2 of this Article.
However, after the signing of this Contract and all of its annexes, where
Manwide Holdings requires any change to the partition status of unit (s)
that has been specified in the annex hereto, the additional expenses
thereof shall be borne by Manwide Holdings.
4. Where this Contract comes into effect, both Jiu Sheng Investment and
Manwide Holdings shall pay their respective taxes and charges regarding
the transaction of Xiangzhang Garden under the national and local
regulations in Shanghai.
5. Both Parties confirm that, in the event Manwide Holdings exercise the
option for selective purchase according to Clause 2 (4) of Article 9
hereof or changes the transaction according to Article 13 hereof, Manwide
shall bear the valuation fees, additional stamp duty and transaction
handling fees and all the related costs (notwithstanding it is prescribed
being payable by the seller or the purchaser) incurred as a result of a
valuation of the Subject Property and a reclaim of tax on the basis of an
accessed value by any party as required by the relevant government
authorities (including financial and tax authorities and real estate
transaction regulatory authorities).
Article 7 Presale
1. Jiu Sheng Investment agrees that, on the condition that Jiu Sheng
Investment has completed the alteration of land usage of Xiangzhang Garden
under Article 1(5) hereof (or Manwide Holdings opts to purchase the whole
building of Xiangzhang Garden under Clauses 2 and 3 of Article 5 hereof
though Jiu Sheng Investment fails to complete the alteration of land usage
of Xiangzhang Garden under Clause 1 of Article 5
hereof) , Manwide Holdings is entitled to decide at its own discretion to
launch all or any part of the Subject Property for presale prior to the
transfer of the Subject Property to Manwide Holding.
2. Jiu Sheng Investment undertakes and warrants that it will be responsible
for obtaining the "Commodity Property Presale Permit" of Xiangzhang Garden
in the name of Jiu Sheng Investment within one hundred and fifty (150)
days after the signing of this Contract and in the event that Jiu Sheng
Investment has completed the alteration of land usage of Xiangzhang Garden
specified in Clause 1 of Article 5 hereof to cause the land usage
stipulated in the Presale Permit be altered accordingly.
3. So long as Manwide Holdings is entitled to launch Xiangzhang Garden for
presale pursuant to this Article, Jiu Sheng Investment shall provide
Manwide Holdings with full and unconditional cooperation for the presale
of Xiangzhang Garden and assist Manwide Holdings in completing necessary
procedures. Details of which are set out in an annex hereto headed
"Presale Arrangement Agreement".
Article 8 Consideration and Payment
1. The total purchase price of the Subject Property amounts to Renminbi four
hundred and fifty million (RMB 450,000,000), representing the whole and
complete consideration payable by Manwide Holdings to Jiu Sheng Investment
for obtaining the entire interests under this Contract and all its
annexes. Unless otherwise provided in this Contract, or otherwise agreed
in writing by and between both parties in the future, Jiu Sheng Investment
shall not claim any additional cost of any nature by whatever reason
against Manwide Holdings.
2. Upon the signing of this Contract, Manwide Holdings shall pay Renminbi
fifty million (RMB 50,000,000) to Jiu Sheng Investment and, since the date
on which this Contract comes into effect, such amount shall serve as the
deposit payable to Jiu Sheng Investment by Manwide Holdings in connection
with the sale and purchase of the Subject Property under this Contract and
shall be converted into a down payment pursuant to this Contract after the
Transaction Completion Date. If this Contract does not finally take effect
Jiu Sheng shall return the said Renminbi fifty million (RMB 50,000,000).
3. Both parties confirm that, subject to Xxxxx Property, the new foreign
invested enterprise to be established by Manwide Holdings in Shanghai,
being legally established, Jiu Sheng Investment shall, in accordance with
the annex hereto headed "Arrangement on Transfer of Payers of the
Deposit", assist and cooperate with Manwide Holdings and Xxxxx Property to
change the payer of the aforementioned deposit from Manwide Holdings to
Xxxxx Property within ten (10) banking days after the authorized
representative of Xxxxx Property signs and seals this Contract and all its
annexes in accordance with Clause 10 of Article 21hereof.
4. Manwide Holdings shall pay to Jiu Sheng Investment an amount of RMB
20,000,000 (Renminbi twenty million ) within three (3) banking days after
the Transfer Date under this Contract.
5. The amount paid under Clause 2 above shall convert automatically into a
down payment payable by Manwide Holdings for purchasing the Subject
Property upon the signing of the standard "Shanghai
Commodity Property Sale Contract" in the unified form used in Shanghai on
the Transaction Date.
6. Both parties confirm that, except for the payment made under Article 2 and
4 above, the balance of the total consideration specified in Article 1
above amounting to Renminbi three hundred and eighty million
(RMB380,000,000) shall be paid out of commercial loans extended to Manwide
Holdings by a domestic bank secured by the Subject Property. Jiu Sheng
Investment undertakes that, prior to transfer, it will ensure , on or
after the transfer of the Subject Property, a bank commercial loan of not
less than Renminbi three hundred and eighty million (RMB380,000,000) in
total be obtained by Manwide Holdings, which is repayable in no less than
three (3) years and bears interests at a rate no higher than 110% of the
comparable benchmark interest rate prevailing on the date when the loan is
extended.
7. Both parties confirm that, subject to the signing of this Contract,
without the prior written consent of Manwide Holdings, Jiu Sheng
Investment shall not sign, with the Subject Property as collateral,
contracts of any nature (especially borrowing contracts) with any entity
(including, but not limited to, banks, financial institutions and other
parties not being a natural person) or natural person, otherwise, Manwide
Holdings is entitled to unilaterally terminate this Contract (in which
case, this Contract shall lapse automatically since the date on which
Manwide Holdings issues the notice to terminate this Contract), and to
demand Jiu Sheng Investment to repay all paid-up amount within seven (7)
days from the termination of this Contract, together with interest accrued
at the prevailing bank interest rate of the bank loans for a same term
from the actual payment date to the actual repayment date.
Article 9 Delivery of Subject Property
1. Jiu Sheng Investment undertakes that it will complete the construction
works of Xiangzhang Garden in line with the designed standards currently
confirmed by both parties and make it ready for trial operation within one
hundred and eighty (180) days after the signing of this Contract. Jiu
Sheng Investment shall complete the completion testing work of Xiangzhang
Garden within ninety (90) days after the completion of Xiangzhang Garden,
and obtain the integral property ownership certificate for the Subject
Property within ninety (90) days after the completion testing work of
Xiangzhang Garden. Both parties confirm that the construction period of
Xiangzhang Garden may be extended in the event that Manwide Holdings
proposed additional requests for modification not included in this
Contract and its annexes.
2. Jiu Sheng Investment undertakes and guarantees that, if it fails to have
Xiangzhang Garden completed and ready for trial-operation in line with the
designed standards confirmed by both parties upon signing of this Contract
within one hundred and eighty (180) days as stipulated in Clause 1 of this
Article, Manwide Holdings shall be entitled to opt and exercise one of the
following rights at its discretion:
(1) immediately terminate this Contract at its discretion by giving a
written notice to Jiu Sheng Investment, and require Jiu Sheng
Investment to repay the full amount of the money paid by Manwide
Holdings under this Contract, together with interests (from the
payment date to the repayment date based on the prevailing bank
lending rate), within seven (7) days upon receiving the notice.
(2) extend the term of one hundred and eighty (180) days mentioned above
by giving a written notice to Jiu
Sheng Investment, and the details of the extension shall be
specified by Manwide Holdings at its discretion in due course,
provided that during the extension, Jiu Sheng Investment shall pay
to Manwide Holdings a default penalty of Renminbi two hundred
thousand (RMB200,000) per day up to the date of delivery or
expiration of the extension, and Manwide Holdings is entitled to
deduct directly the aforesaid default penalty payable by Jiu Sheng
Investment from the consideration of the transaction payable to Jiu
Sheng Investment under this Contract. If Manwide Holdings finally
exercises its right hereunder to purchase part of Xiangzhang Garden
at a total consideration of Renminbi seventy million (RMB70
million), Jiu Sheng Investment shall pay the accrued default penalty
to Manwide Holdings on the Transaction Date. If Jiu Sheng Investment
fails to have Xiangzhang Garden completed and ready for
trial-operation in line with the designed standards currently
confirmed by both parties within the extended period, Manwide
Holdings shall be entitled to continue to exercise each of the
options under Clause 2 of this Article 9 (including this
sub-paragraph (2));
(3) take over the construction project of Xiangzhang Garden immediately
after giving a written notice to Jiu Sheng Investment. Jiu Sheng
Investment shall ensure all the project take-over works to be
completed within fifteen (15) days upon receiving the written notice
from Manwide Holdings, and provide all the necessary cooperation
(including presentation of all the necessary written document(s) to
external parties or going through all the necessary project
procedures in the name of Jiu Sheng Investment) unconditionally to
Manwide Holdings upon the take-over by Manwide Holdings after the
take-over of Xiangzhang Garden. Jiu Sheng Investment is still liable
to pay to external parties the construction cost, but the payment
shall be controlled directly by Manwide Holdings. If Manwide
Holdings believes the project will be delayed due to Jiu Sheng
Investment's inability to make the construction payment, Manwide
Holdings is entitled to pay the relevant project payment at its
discretion instead. (Manwide Holdings shall be entitled to deduct
directly the construction cost paid by it from the transaction
consideration payable to Jiu Sheng Investment under this Contract);
(4) by giving a written notice to Jiu Sheng Investment, opt to change
the transaction subject hereunder, that is, Manwide Holdings is
entitled not to buy the whole building of Xiangzhang Garden, but opt
to purchase certain floors representing 51% of the total gross floor
area of Xiangzhang Garden building at a consideration of Renminbi
seventy million (RMB70 million) (the specific floors shall be stated
and determined by Manwide Holdings at its discretion, and the data
on the gross floor area of Xiangzhang Garden and the floor area of
each floor necessary in determining the 51% purchase ratio referred
herein shall be subject to the related gross area specified in the
annex hereto headed "Area Schedule of Xiangzhang Garden",
notwithstanding any difference between the data and those specified
in the preliminary documentation of Xiangzhang Garden or those
specified in the finalized gross area as per the survey carried
out). If a case entitling Manwide Holdings to opt to execute this
item (4) turns out in future, related provisions hereunder (other
than provisions on specific floors purchased) on alteration of the
transaction shall apply automatically.
(5) agree that Jiu Sheng Investment continues to complete the
construction of Xiangzhang Garden by giving a written notice to Jiu
Sheng Investment, till the project is completed and ready for
trial-operation in line with the designed standards currently
confirmed by both parties, provided that Jiu Sheng Investment shall
pay an accrued default penalty of Renminbi twenty thousand
(RMB200,000)
per day to Manwide Holdings up to the date on which Xiangzhang
Garden is completed and ready for trial-operation in line with the
designed standards currently confirmed by both parties. Manwide
Holdings is entitled to deduct directly the aforesaid default
penalty payable by Jiu Sheng Investment from the consideration of
the transaction payable to Jiu Sheng Investment under this Contract.
If Manwide Holdings finally exercises its right hereunder to
purchase part of Xiangzhang Garden at an aggregate consideration of
Renminbi seventy million (RMB70 million), Jiu Sheng Investment shall
pay the accrued default penalty to Manwide Holdings on the
Transaction Date.
3. The specific Delivery Date of the Subject Property (or parts of Xiangzhang
Garden), which is ready for trial-operation, shall be otherwise negotiated
by both parties, provided that Jiu Sheng Investment shall deliver the
Subject Property (or parts of Xiangzhang Garden) to Manwide Holdings no
later than fifteen (15) days after Xiangzhang Garden is completed and
ready for trial-operation in line with the designed standards confirmed by
both parties when signing of this Contract.
4. Both parties confirm that, after the completion approval, the construction
conditions of the Subject Property shall comply with the following
agreements reached by both parties:
(1) the layout plan and partition status of each floor (including the
two basement levels) shall be in line with the illustration shown in
the annex hereto headed "Layout Plan of Each Floor";
(2) installment works shall be in line with provisions in the annex
hereto headed "Delivery Standard of Installment Works";
(3) exquisite decoration (including all the outdoor decoration) shall be
in line with provisions in the annex hereto headed "Delivery
Standard of Exquisite Decoration";
(4) The decoration equipment conditions of each unit in the building
shall be in line with those of the sample house and related public
area, and the relevant agreements on the sample house and related
public area are set out in the annex hereto headed "Options in
Sample House and Decoration Equipment Arrangement";
(5) All the furniture appliances of each unit in the building shall be
in line with provisions in the annex hereto headed "Furniture
Appliance Equipment Standard".
5. When the Subject Property (or part of Xiangzhang Garden) is delivered,
both parties shall sign a delivery confirmation on the Delivery Date, and
the signature thereon shall be taken as a xxxx of the delivery of the
Subject Property (or part of Xiangzhang Garden). Jiu Sheng Investment
shall deliver the related documents on the Delivery Date to Manwide
Holdings, which shall include the whole completion layout of Xiangzhang
Garden and the related agreements on the maintenance of equipment and
establishment of Xiangzhang Garden. Details of the documents to be
delivered are set out in the annex hereto headed "List of Project Handover
Documents".
6. The risk liability of the Subject Property (or part of Xiangzhang Garden)
delivered by Jiu Sheng
Investment shall be transferred to Manwide Holdings (or a third party
designated by Manwide Holdings) on the date of the transfer. The risk
liability under this clause refers to the destruction or damage of the
Subject Property due to force majeure or accidents out of the control of
any party hereto.
Article 10 Insurance
1. Jiu Sheng Investment undertakes that it has purchased necessary project
insurance for the Subject Property, and maintained the insurance coverage
throughout the construction period, till the Subject Property (or part of
Xiangzhang Garden) is delivered to Manwide Holdings.
2. Both parties confirm that all the insurance premiums are borne by Jiu
Sheng Investment before the Subject Property is delivered to Manwide
Holdings.
3. Upon signing of this Contract, any insurance indemnity in respect of the
Subject Property shall be deposited in a bank account jointly controlled
by both parties, and shall be applied only for agreed purposes. Jiu Sheng
Investment shall not utilize the amount.
Article 11 Transaction Completion Date
1. The property transaction is conditional upon the satisfaction of all the
following precedent conditions, unless Manwide Holdings indicates in
writing to waiver one or more of the following precedent conditions:
(1) Jiu Sheng Investment has been granted the real estate
ownership certificate of Xiangzhang Garden (integral property
ownership certificate), which shall specify that the title to
the land is obtained by way of assignment or transfer, the
authorized land usage is "commercial/residential" or "land for
commercial/residential development", the building usage is
"commercial/residential building" or "commercial/residential
complex", and state that the podium from the 1st to 4th floors
shall be used for commerce purpose and the gross floor area of
which is 7,836.49 sq. meters (a provisional estimated figure,
the final figure shall be the area set out in the property
ownership certificate); the 5th to 24th floors shall be used
for residential purpose and the gross floor area of which is
29,223.54 sq. meters (a provisional estimated figure, the
final figure shall be the area set out in the property
ownership certificate). In addition, the number and area of
each unit at each floor set out in the schedule shall be in
line with the annex hereto headed "Site Plan for Each Floor of
Xiangzhang Garden", so that Manwide Holdings can obtain a
separate real estate certificate for each of the units for
future sale;
(2) Jiu Sheng Investment has altered the nature of the land of
Xiangzhang Garden from "office" to "commercial/residential" or
"land for commercial/residential development", and has paid up
the land premium of Xiangzhang Garden in accordance with the
paying standard of lands for commercial and residential
development and has obtained the receipts thereof from land
authorities;
(3) Jiu Sheng Investment has submitted to Manwide Holdings a
guarantee issued by a third party to the satisfaction of
Manwide Holdings, together with relevant documents to the
satisfaction of Manwide Holdings and sufficient to evidence
the guarantee ability of the third party, which warrants that
the property rights of Xiangzhang Garden are not subject to
any third party right of any nature and, in the event that
Manwide Holdings suffers any loss arising from any breach of
the guarantee, the third party shall severally and jointly
with Jiu Sheng Investment compensate Manwide Holdings.
(4) Jiu Sheng Investment and Manwide Holdings have signed the
confirmation letter on the completion of the installation,
exquisite decoration, furnishing and logo design of Xiangzhang
Garden (logo design shall be completed by Manwide Holdings
with the assistance of Jiu Sheng Investment);
(5) All maintenance arrangements for Xiangzhang Garden have been
completed in accordance with this Contract.
(6) Jiu Sheng Investment has procured that Manwide Holdings would
be granted the commercial loan with terms specified in Clause
6 of Article 8 hereof on or after the transfer of Subject
Property, and has provided evidence thereto as authorized by
Manwide Holdings.
2. Both parties confirm that all precedent conditions under Clause 1 of
Article 11 above shall be satisfied by 1st June 2005, unless otherwise
provided in this Contract.
3. In the event that all precedent conditions to the completion of the
transaction set out in this Article are duly satisfied, both parties shall
sign a standard "Shanghai Commodity Property Sale Contract" in the unified
form used in Shanghai for the purpose of altering the ownership
registration of the property within ten (10) working days after the
Transaction Completion Date and complete the property transfer procedures.
Article 12 Optional Terms
1. In the event that any one of the precedent conditions to the completion of
the transaction has not been satisfied by the end of the period specified
under Clause 2 of Article 11 hereof, Manwide Holdings shall grant Jiu
Sheng Investment an extension period (no less than sixty (60) days,
subject to a further notice) to satisfy all the precedent conditions under
Clause 1 of Article 11 hereof.
2. In the event that Jiu Sheng Investment fails to satisfy all the precedent
conditions to the completion of the transaction by the end of the
extension period granted by Manwide Holdings under Clause 1 above, Manwide
Holdings shall be entitled to terminate this Contract at its discretion by
giving a written notice to Jiu Sheng Investment and Jiu Sheng Investment
shall repay all amount paid by Manwide Holdings under this Contract within
seven (7) days after receiving the notice, together with interests accrued
at the prevailing bank interest rate of bank loans for a same term from
the actual payment date to the actual repayment
Article 13 Alteration to Terms of the Transaction
1. In the event that Manwide Holdings opts to alter the terms of the
transaction under Article 10 hereof, Jiu Sheng Investment is obliged to
execute the transaction in accordance with the following clauses.
2. Manwide Holdings does not purchase from Jiu Sheng Investment the whole
building of Xiangzhang Garden, but purchases part of Xiangzhang Garden as
set out in the annex hereto headed "Subject Property after Alteration".
3. The total consideration at which Manwide Holdings purchases the property
specified in Clause 2 of this Article is Renminbi seventy million
(RMB70,000000), and constitutes the complete and adequate consideration
for obtaining all the real estates and pertaining interests thereof.
4. Both parties confirm that the part of Xiangzhang Garden to be purchased by
Manwide Holdings under this Article shall meet the following fundamental
requirements:
(1) Jiu Sheng Investment has been granted the real estate
ownership certificate of Xiangzhang Garden (integral property
ownership certificate), and the number, partition status and
unit area of each unit at each floor to be purchased by
Manwide Holdings as set out in the schedule of the integral
property ownership certificate shall be in line with the annex
hereto headed "Site Plan for Each Floor of Xiangzhang Garden",
so that Manwide Holdings can obtain a separate real estate
certificate for each of the units for future sale;
(2) In order to ensure that the title to the land shown in the
real estate ownership certificates of the part of Xiangzhang
Garden to be purchased by Manwide Holdings is "obtained by way
of assign", Jiu Sheng Investment has paid up the land premiums
for the part of Xiangzhang Garden to be purchased by Manwide
Holdings in accordance with the state and local regulations
and has obtained the receipts from land authorities;
(3) Jiu Sheng Investment has withdrawn all the mortgage rights set
out in Clause 1 of Article 4 hereof and the Subject Property
is not subject to any other mortgage rights or restrictive
rights (including, but not limited to, mortgage right,
attachment and other judicial preservations and presale
registration);
(4) Jiu Sheng Investment has submitted to Manwide Holdings a
guarantee issued by a third party to the satisfaction of
Manwide Holdings, together with relevant documents to the
satisfaction of Manwide Holdings and sufficient to evidence
the guarantee ability of the third party, which warrants that
the property rights of Xiangzhang Garden are not subject to
any third party right of any nature and, in the event that
Manwide Holdings suffers any loss arising from any breach of
the guarantee, the third party shall compensate Manwide
Holdings severally and jointly with Jiu Sheng Investment;
(5) Both parties sign the confirmation letter on the completion of
the installation, exquisite decoration,
furnishing and logo design of the part of Xiangzhang Garden to
be purchased by Manwide Holdings (logo design shall be
completed by Manwide Holdings with the assistance of Jiu Sheng
Investment);
(6) All maintenance arrangements for the part of Xiangzhang Garden
to be purchased by Manwide Holdings have been completed in
accordance with Article 15 hereof.
5. Jiu Sheng Investment shall procure the satisfaction of all the six
fundamental requirements under Clause 4 of this Article within thirty (30)
days after receiving the notice sent by Manwide Holdings under Clause 2 of
Article 12 hereof on altering the implementation of the transaction under
this Article, otherwise Jiu Sheng Investment shall be liable for the
payment of a default penalty for late delivery based on 0.05% of Renminbi
fifty million per day to Manwide Holdings till all the fundamental
requirements above are satisfied.
6. Jiu Sheng Investment shall sign a standard "Shanghai Commodity Property
Sale Contract" in the unified form used in Shanghai for the purpose of
altering the registration ownership of the property and go through the
real estate transfer procedures within ten (10) working days after
receiving the notice (if any fundamental requirement under Clause 4 of
this Article has not been satisfied, it shall be extended to the date on
which all the fundamental requirements have been satisfied) sent by
Manwide Holdings under Clause 2 of Article 12 hereof on altering the
implementation of the transaction under this Article.
7. When signing a standard "Shanghai Commodity Property Sale Contract" in the
unified form used in Shanghai under Clause 6 of this Article, both parties
shall sign a confirmation letter on pertaining interests of Xiangzhang
Garden, which shall specify the principles as follows:
(1) Manwide Holdings is entitled to obtain pertaining interests of
Xiangzhang Garden together with the entitlement to operating income
therefrom under item (2) of this Clause after the completion of the
alteration of the transaction under this Article;
(2) Pertaining interests of Xiangzhang Garden under item (1) include:
(a) The permanent entitlement to the usage, operation and
participation (including, but not limited to, the rights of
emplacing and gaining operating income, etc. from signs,
billboards, light-boxes or other kind of advertisement
carriers) of the whole covering of Xiangzhang Garden
(including the covering of the podium and the tower);
(b) The permanent entitlement to the usage, operation and
participation (including, but not limited to, the rights of
emplacing and gaining operating income, etc. from signs,
billboards, light-boxes or other kind of advertisement
carriers) of the whole external facade of the podium of
Xiangzhang Garden;
(c) The permanent entitlement to the usage, operation and
participation (including, but not limited to, the rights of
emplacing and gaining operating income, etc. of signs,
billboards, light-boxes or other
kind of advertisement carriers, and of open parking space) of
the whole outdoor space of Xiangzhang Garden (from the outdoor
edge of the building to the curbside) and the external facade
of other buildings, structures or facilities and equipment
(include all facade and topside area) erecting thereon;
(d) The rights to name and rename the whole building of Xiangzhang
Garden (include the podium and the tower);
(e) If Jiu Sheng Investment sells the remaining properties to
others in future, it shall also ensure the transferees (except
for self-occupied transferees), to entrust Manwide Holdings
(or a third party designated by Manwide Holdings) for
operating management.
(3) Jiu Sheng Investment shall warrant that it shall not cause any
damage or dispute on the pertaining rights of Manwide Holdings when
it sells the remaining parts of Xiangzhang Garden in future.
Meanwhile, when Jiu Sheng Investment sells the remaining parts, it
shall obtain the undertakings or similar written agreements on
waiver of any right claims for the pertaining interests of
Xiangzhang Garden (the content of such undertakings or written
agreements shall be approved by Manwide Holdings, and the authentic
signed copies of which shall also be filed with Manwide Holdings).
8. Jiu Sheng Investment agrees that upon signing of this Contract, it shall
be responsible for ensuring the annex hereto headed "Letter of
Undertakings and Warranties" to be signed by the corresponding principals
of each party as required by Manwide Holdings, and then to take effect.
9. Both parties confirm that wordings which have not been illustrated in
particular hereof shall have the same meaning as in other Articles in this
Contract; where there is any discrepancy between any provision in this
Article 13 and those in other Articles hereof, this Article shall prevail
for the interpretation or execution. Anything not covered in this Article
shall be executed according to other related provisions hereof.
Article 14 Property Management
1. Jiu Sheng Investment undertakes that, no matter Manwide Holdings purchases
either the whole building of Xiangzhang Garden or part of which under this
Contract, the property management right of the whole building of
Xiangzhang Garden shall be vested in Manwide Holdings or other companies
(affiliates or business partners of Manwide Holdings) otherwise specified
by Manwide Holdings. Both parties shall sign the annex hereto headed
"Xiangzhang Garden Property Management Right Entrust Agreement" before the
Delivery Date hereunder, and Manwide Holdings or the other company
designated by it shall be entitled to obtain all the property management
right of Xiangzhang Garden in future thereunder.
2. Both parties confirm that, since the Delivery Date hereunder, Manwide
Holdings shall be immediately entitled to take over the property
management function of Xiangzhang Garden, and to deal with all the issues
relating to the property management of the building (including promotion
and advertisement, soliciting tenancy, preparing and signing tenancy
agreements, exercising the rights under lease, etc.) at its discretion,
and to sign related agreements with and present necessary explanations to
the public.
3. Both parties confirm that, if Manwide Holdings or another company
designated by Manwide Holdings is unable to exercise the property
management right hereunder for the time being due to a lack of
qualification in property management, Jiu Sheng Investment shall give
sufficient assistance to Manwide Holdings to ensure Manwide Holdings to
exercise the property management right hereunder.
Article 15 Maintenance Arrangement
1. Jiu Sheng Investment undertakes that, it will ensure Manwide Holdings to
enjoy all the related maintenance service after the delivery of the
Subject Property or part of Xiangzhang Garden. Such maintenance services
include the maintenance obligations specified in the construction
contracts between Jiu Sheng Investment and all the construction
contractors involved in the construction of Xiangzhang Garden, and those
not contracted but stipulated to be undertaken by the construction
contractors under the national and local laws and regulations in respect
of the quality assurance maintenance of a building construction project.
2. To fulfill the undertakings mentioned in Clause 1 of this Article, Jiu
Sheng Investment agrees that, within thirty (30) days after finishing the
completion testing work of Xiangzhang Garden, it will procure each of the
original construction contractors who assume respective obligations for
the quality assurance maintenance of Xiangzhang Garden to sign a
maintenance agreement with Manwide Holdings, so that Manwide Holdings can
enjoy the maintenance rights under each of the construction contracts; or
Jiu Sheng Investment shall present a letter of attorney or right transfer
letter in respect of maintenance issues to ensure Manwide Holdings is
entitled to claim the interests of maintenance or necessary assistances
from relevant construction contractors. If, under the relevant national
laws or project construction contracts, Jiu Sheng Investment is entitled
to detain the maintenance fund that has not been advanced to the
construction contractors, Jiu Sheng Investment shall pass such maintenance
fund to Manwide Holdings.
Article 16 Mutual Assistance Obligation
1. Jiu Sheng Investment and Manwide Holdings shall, on honest fiduciary
basis, assist each other, if necessary, in performing its obligations
hereunder and assist the other party in exercising its rights hereunder.
2. Within three (3) days after signing of this Contract, Jiu Sheng Investment
shall arrange necessary office premises for the project team appointed by
Manwide Holdings at the construction site, so that the team representing
Manwide Holdings can supervise all the remaining construction works till
its completion.
3. Both parties confirm that, after signing of this Contract, any
construction contract regarding the construction of the Subject Property
or such documents as equipment and material purchase contracts with third
parties shall be reviewed and approved by the project team representing
Manwide Holdings prior to the signing of which. After signing of this
Contract, Jiu Sheng Investment shall seek approval by signature from the
members representing Manwide Holdings before making construction payments
by phases if the members representing Manwide Holdings so required.
4. To ensure a smooth progress of Xiangzhang Garden, either party shall not
disclose the dealings under this Contract to the construction contractors
or any third party before finishing the completion testing of the Subject
Property.
5. Both parties shall cooperate to report the consideration to, and deal with
the transfer procedures with, the real estate transaction authorities.
6. Both parties shall assist each other when Manwide Holdings takes over the
property management function of Xiangzhang Garden, and Jiu Sheng
Investment shall provide all the necessary assistances to ensure a smooth
transfer of the property management right.
Article 17 Statement and Guarantee
1. Jiu Sheng Investment makes the following irrevocable statements and
guarantees to Manwide Holdings:
(1) Jiu Sheng Investment warrants that, Manwide Holdings may legally
transfer or lease out the Subject Property (or part of Xiangzhang
Garden) subject to relevant legal approval procedures;
(2) Jiu Sheng Investment shall ensure that no liability or right of any
nature concerning the Subject Property will be created in favor of
the construction contractors due to their construction works. In
case of any economic loss of any nature suffered by Manwide Holdings
as a result of any dispute between Jiu Sheng Investment and the
construction contractors, Jiu Sheng Investment shall assume the
liability arising from breaching this Contract and shall provide
complete and adequate compensation;
(3) Jiu Sheng Investment is a company duly registered under the laws of
People's Republic of China with limited liability in its legal
existence, with the qualification of an independent legal person, a
complete and independent legal status and legal capacity to sign and
perform this Contract. Jiu Sheng Investment can also be taken as an
independent party of legal proceedings;
(4) Before and upon signing of this Contact, there is no legal
proceedings against Jiu Sheng Investment threatening or pending
which may affect the fulfillment of obligations by Jiu Sheng
Investment hereunder;
(5) The execution and the implementation of this Contract constitute no
violation of any law, regulation and policy of the People's Republic
of China;
(6) The execution and implementation of this Contract by Jiu Sheng
Investment constitute no violation of any provision of its Articles
of association, nor any stipulation in contracts or agreements
signed with third parties; and
(7) The undertakings and guarantees made by Jiu Sheng Investment
hereunder are true, accurate and complete, without any withheld or
misleading information. Jiu Sheng Investment guarantees to
compensate all the losses suffered by Manwide Holdings due to
untruth, inaccuracy or incompletion of
the undertakings or guarantees made by it.
2. Manwide Holdings makes the following irrevocable statements and guarantees
to Jiu Sheng Investment:
(1) Manwide Holdings is a company duly registered under the laws of
British Virgin Island with limited liability in its legal existence,
with the qualification of an independent legal person, a complete
and independent legal status and legal capacity to sign and perform
this Contract. Manwide Holdings can be taken as an independent
principal of legal proceedings;
(2) Upon the establishment of Xxxxx Property in future, Xxxxx Property
will immediately become a company duly registered under the laws of
People's Republic of China with limited liability in its legal
existence, with the qualification of an independent legal person, a
complete and independent legal status and legal capacity to sign and
perform this Contract. Xxxxx Property can be taken as an independent
principal of legal proceedings;
(3) The execution and the implementation of this Contract constitute no
violation of any laws of British Virgin Island or the People's
Republic of China;
(4) The execution and implementation of this Contract by Manwide
Holdings constitute no violation of any provision of its Articles of
association, nor any stipulation in contracts or agreements signed
with third parties;
(5) The undertakings and guarantees made by Manwide Holdings hereunder
are true, accurate and complete, without any withheld or misleading
information. Manwide Holdings guarantees to compensate all the
losses suffered by Jiu Sheng Investment due to the untruth,
inaccuracy or incompletion of the undertakings or guarantees made by
it; and
(6) Manwide Holdings shall be liable to pay each installment hereunder
as scheduled and assist Jiu Sheng Investment in going through the
procedures for the transfer of the real estate ownership of the
Subject Property.
3. Jiu Sheng Investment agrees that, upon signing of this Contract, it will
immediately provide a copy of "Third Party Guarantee" to Manwide Holdings,
whose content and guarantor shall be certified and confirmed by Manwide
Holdings (If Manwide Holdings disagrees, Jiu Sheng Investment shall amend
or alter it to the satisfaction of Manwide Holdings). The "Third Party
Guarantee" shall be enclosed as an annex to this Contract and shall
specify that the guarantor shall undertake the following responsibilities:
(1) To ensure Jiu Sheng Investment will satisfy the condition
precedents to the completion of the transaction under Clause 1
(4) of Article 11 hereof and undertake corresponding related
liability;
(2) To ensure Jiu Sheng Investment will satisfy the essential
requirements under Clause 4 (4) of Article 13 hereof and
assume corresponding related liability if Manwide Holdings
opts to execute the altered transaction under Article 13
hereof according to related stipulations hereof;
(3) To assume the related liability for repayment jointly with Jiu
Sheng Investment in respect of the corresponding repayment
obligation of Jiu Sheng Investment when Manwide Holdings
withdraw this Contract at its discretion under the relevant
stipulations hereof; and
(4) To assume the related liability for compensation jointly with
Jiu Sheng Investment in respect of the payment of default
penalty for late delivery if Jiu Sheng Investment pays to
Manwide Holdings the accrued default penalty for late delivery
under relevant stipulations in Clause 2 of Article 9 hereof.
Article 18 Liability for Breach
1. The Contract shall have legal binding effect on both parties upon signing,
and each party shall strictly fulfill obligations hereunder and those
under the annexes respectively, and assume its corresponding liabilities
for breach.
2. Both parties confirm that, upon signing of this Contract, Jiu Sheng
Investment shall not sell all or any part of Xiangzhang Garden to any
third party in any way, otherwise it will be taken as essential default.
In such case, Manwide Holding shall be entitled to demand immediate double
repayment of the performance bond from Jiu Sheng Investment.
Article 19 Project Cooperation Team
1. For the purpose of a smooth performance of this Contract, including, but
not limited to, such works as decoration and equipment deployment, both
parties shall form a project team (members of which are set out in the
annex hereto headed "List of Members of Project Team") within three (3)
days after signing of this Contract to facilitate the completion of
transactions hereunder.
2. All the agreements or documents signed by a project term member appointed
by both parties during the course of transactions contemplated under this
Contract shall constitute automatically acts of the party he/she
represents, and no common seal of the party he/she represents is needed.
Article 20 Dispute Settlement
The Contract is governed by laws and regulations of the People's Republic of
China. Parties hereto shall settle any dispute arising from, relating to or in
connection with this Contract through negotiation, and any dispute that cannot
be settled through negotiation shall be referred to the competent people's court
in Shanghai.
Article 21 Miscellaneous
1. Both parties of this Contract are obliged to keep the confidentiality of
the contents of this Contract and the signing thereof, and each of them
shall also keep the confidentiality of all business information of the
other party that come into its knowledge when implementing this Contract,
failing which, it shall bear the legal consequences accordingly.
2. The captions and headings in this Contract are inserted for reference
only, and shall in no case be used for or affect the interpretation of
this Contract.
3. Each party to this Contract enter into this Contract for lawful purposes.
Articles in this Contract are severable and independent from one other
(except for Articles, which are not independent from other Articles in the
context of its content or original intention). If one or more Article(s)
of this Contract become(s) invalid, illegal or unenforceable at any time,
the validity, legality and enforceability of the remaining Articles shall
in no way be effected, and both parties shall make every effort to
conclude new Articles in lieu of the invalid, illegal or unenforceable
Articles so as to achieve the business purposes in line with the original
Articles to a substantial extent.
4. Nothing in this Contract shall be construed to create or evidence an
agency, partnership or any other joint venture relationship between the
parties hereto. In the event of a conflict between the terms of this
Contract and any provision of other written agreements, the terms of this
Contract shall prevail.
5. Notice: Any notice, petition, request and other communication required by
or made pursuant to this Contract shall be in writing and be served in
following manners:
To Jiu Sheng Investment:
Send to:
Address: Xxxx 0X000, 0000 Xxxxx Xxxx, Jing An District, Shanghai
ZIP Code: 200042
Fax: 0086 - 21 - 52130641 or 0086 - 21 - 62565927
Or send to:
Address: Xxxx X, 00xx Xxxxx, Xxxxx Merchants Building, 118 Jianguo
Road, Beijing
ZIP Code: 100022
Fax: 0086 - 10 - 65674195
To Manwide Holdings:
Send to:
Address: 0/X Xxxx X Xxxxxx, 00 Xxxx Xx Xxxx, Xxxx Xxxx, Xxxxxxx,
Hong Kong
Fax: 00000-00000000
Such notice or other communication shall be deemed to be duly served
immediately upon sending by fax, or at the time of delivery if delivered
by hand, or five (5) days after deposited in the mailbox if sent by post.
6. Any party not requesting the other party to perform its duty under this
Contract shall not affect its right to do so thereafter, and any party not
pursuing the other party's liability for violating any Article of this
Contract shall not be deemed as a waiver of the Article. Any renunciation
of any right shall be made in writing.
7. Annexes hereto comprise the following documents, which are integral parts
of, and have the same legal effect as, this Contract:
(1) List of Inspection Documents
(2) List of Construction Works and Equipments Ordered
(3) Presale Arrangement Agreement
(4) Arrangement on Transfer of Payers of Performance Bond
(5) Area Schedule of Xiangzhang Garden
(6) Layout Plan of Each Floor
(7) Delivery Standard of Installment Works
(8) Delivery Standard of Exquisite Decoration
(9) Options in Sample House and Decoration Equipment Arrangement
(10) Furniture Appliance Equipment Standard
(11) List of Project Handover Documents
(12) Subject Property after Alteration
(13) Letter of Undertakings and Warranties
(14) Xiangzhang Garden Property Management Right Entrust Agreement
(15) Third party Guarantee
(16) List of Members of Project Team
8. Although all the annexes hereto are integral parts of this Contract, each
annex and its provisions (except for Articles that are not independent
from others in the context of its content or original intention) shall be
deemed to be independent from the text of this Contract and annexes
thereto. After the completion of the real estate transaction contemplated
under this Contract, parties thereto shall strictly implement its
undertakings and obligations under this Contract and its annexes, till all
rights and obligations hereunder are exercised or performed. Neither party
thereto shall declare unilaterally that the text of this Contract or any
annex thereto has lost its legal validity.
9. Subject to the satisfaction of the following conditions, this Contract
shall come into effect once signed by Manwide Holdings and Jiu Sheng
Investment:
(1) Manwide Holdings and Jiu Sheng Investment have completed the
appropriate internal approving (including approval at the general
meeting and the board) procedures in relation to the real estate
transaction contemplated under this Contract and the signing of this
Contract;
(2) The stock exchange in Hong Kong and other regulatory bodies have
authorized China Strategic Holdings Limited ("China Strategic
Holdings"), the ultimate holding company of Manwide Holdings, to
issue announcement and circular in respect of issues relating to
this Contract.
(3) Transactions contemplated under this Contract have been approved by
resolution at the general meeting of China Strategic Holdings;
(4) All annexes hereto set out in Clause 7 of this Article have been
signed;
(5) Jiu Sheng Investment has submitted to Manwide Holdings the originals
of the following four documents:
(a) a document sufficient to prove that Jiu Sheng Investment
has paid in full in due time the interests on the loan
amounting to Renminbi one hundred and seventy million
(RMB170 million) to China Construction Bank Beijing
Branch Chaoyang Sub-branch and the borrowing contract
has not been breached;
(b) the document issued by China Construction Bank Beijing
Branch Chaoyang Sub-branch and China Minsheng Banking
Corporation Limited consenting Jiu Sheng Investment and
Manwide Holdings to sign this Contract and carry out the
real estate transaction contemplated under this
Contract;
(c) the latest financial statement, which shall be stamped
with the common seal, of Cheukking Investment Holdings
Company Limited (the effective controller of Jiu Sheng
Investment, also a party to the annexes hereto headed
"Letter of Undertakings and Warranties" and "Third Party
Guarantee") signed by the authorized proxy of Manwide
Holdings, which gives a true status of the recent net
asset of Cheukking Investment Holdings Company Limited;
(d) the board of Cheukking Investment Holdings Company
Limited has approved the board resolution to sign the
annexes hereto headed "Letter of Undertakings and
Warranties" and "Third Party Guarantee".
10. Both parties confirm that if this Contract does not take effect on or
before 31 December 2004 for whatever reasons, this Contract shall
automatically lapses since from 1 January 2005. Jiu Sheng Investment shall
refund all amount paid by Manwide Holdings (together with interest
calculated on the prevailing bank lending rate) within five (5) banking
days after the date on which this Contract lapses.
11. Both parties confirm that, in the event that Xxxxx Property is lawfully
established after signing of this Contract, each party shall, within
fifteen (15) days after Xxxxx Property is established (subject to the
establishing date set out in the business license to be granted to Xxxxx
Property), submit to the authorized representative of Xxxxx Property
originals of this Contract (together with all annexes) to be signed by the
authorized representative and stamped with the common seal of Xxxxx
Property. Commencing from the date (the "Subject Altering Date") on which
all originals of this Contract (together with all annexes) are signed by
authorized representatives of Xxxxx Property and stamped with the common
seal of Xxxxx Property, the purchaser under this Contract shall be
transferred from Manwide Holdings to Xxxxx Property, who shall take over
all rights and obligations under this Contract (together with all annexes)
and is entitled to make right petitions or claims against Jiu Sheng
Investment in respect of any issue relating to this Contract occurred
within the period from the date on which this Contract is signed (i.e. the
signing date) to the Subject Altering Date in accordance with this
Contract (or any annexes thereof), and Jiu Sheng Investment shall not
oppose against such right petitions or claims in the excuse that Xxxxx
Property does not have legal status as it
has not been lawfully established when such issue occurs.
12. The Contract (together with all annexes thereto) shall be made in four
originals, two (2) for each of Jiu Sheng Investment and Manwide Holdings.
Subject to the lawful establishment of Xxxxx Property, each of Jiu Sheng
Investment and Manwide Holdings shall, within seven (7) days after the
establishment date of Xxxxx Property (subject to the establishing date set
out in the business license to be granted to Xxxxx Property), submit to
the authorized representative of Xxxxx Property the two originals of this
Contract (together with all annexes) held by it to be signed by the
authorized representative and stamped with the common seal of Xxxxx
Property. The four originals of this Contract stamped with the common seal
of Xxxxx Property shall then be held by Jiu Sheng Investment and Xxxxx
Property (two for each) and shall be equally authentic.
Confirmed and signed by:
Shanghai Jiu Sheng Investment Company Limited
Representative: _____________________
Manwide Holdings Limited
Representative: _____________________
Company Name: ______________________(the name as shown in the business license
of Xxxxx Property)
Representative: _____________________
Date: ________________
(This date shall be the subject altering date provided in this Contract).
