ex4-77.htm


     

    
      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


      


      


       

      
        	
                1.  

              	
                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.

              


      

       

      
        	
                2.  

              	
                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.

              


      

       

      
        	
                3.  

              	
                The
      parties shall negotiate to decide on the selective contents in
      [  ] herein, to fill in the blanks and to delete or add other
      contents.

              


      

       

      
        	
                4.  

              	
                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.

              


      

       

      
        	
                5.  

              	
                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.

              


      

       

      
        	
                6.  

              	
                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.

              


      

       

      
        	
                7.  

              	
                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.

              


      

       

      
        	
                8.  

              	
                The
      buyer confirms to have read the instructions
  hereof.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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, No.329 Qingnian Road, Guangzhou Economic and
Technological Development Zone

      

      


      Business
License Number:    Qi Du Yue Sui Zong Zi No.
009392

      


      Qualification
Certificate Number: 1210157

      


      Legal
Representative: Kong
Jianmin  Telephone: 86695300

      


      Corresponding
Address: Room 1301,
No. 205 Middle Huanshi Road, Guangzhou

      


      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 201-202, Hetian
Building, No. 24-26 Keyun Road, Tianhe District,
Guangzhou

      

      


      Business
License Number: 4400001010600

      


      Legal
Representative (Institutional Purchase):

      


      Name:
LI
Zhengming        Nationality:
China

      


      
        Address: Room 201-202, Hetian
Building, No. 24-26 Keyun Road, Tianhe District,
Guangzhou

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        ID
Number: 120104196811292111
    Zip code:
510000

      

      
        Corresponding
Address: Room 201-202,
Hetian Building, No. 24-26 Keyun Road, Tianhe District,
Guangzhou    Telephone: 013058563595

      

      


      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
Ling Hui Chuang Zhan
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 Gui Jian
Zheng [2005] 1886, Sui Gui Jian Zheng [2005] No. 1888;

      


      2. The
State-owned Land Use Rights
Permit

      Authority:
Guangzhou Municipal Bureau of Land Resource and Housing
Administration

      Series
number: Sui Fu Guo
Yong [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.

      


      
        	
                1.  

              	
                        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.

              


      

      


      
        	
                2.  

              	
                        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

              


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      the
Commodity Housing Pre-sale Permit with the number of Sui
Fang Yu (Wang) 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, Ling
Hui Chuang Zhan Business Center of the project set forth in Article 1
(hereinafter, the “ Commodity Housing”). The mapping address: Room 301, South to
Zhongshan Avenue, Zhu Village, Dongpu Town, Tianhe District.

      


      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:

       

       

      
        	
                1.  

              	
                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;

              


      

       

      
        	
                2.  

              	
                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.;

              


      

       

      
        	
                3.  

              	
                Indoor
      construction area: The sum of the indoor usable area, the indoor wall body
      area and the indoor balcony construction
area;

              


      

       

      
        	
                4.  

              	
                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);

              


      

       

      
        	
                5.  

              	
                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:

              


      

       

      
        	
                 

              	
                
                  (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;

                

              


      

       

      
        	
                 

              	
                
                  (2)    half of the
      construction area of the horizontal projection area of the division wall
      and the exterior wall (including the gable wall) between the set (unit)
      and the public building.

                

              


      

       

      
        	
                6.  

              	
                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.

              


      

       

      


       

      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.

      


       

      
        	
                1.  

              	
                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;

              


      

       

      
        	
                2.  

              	
                Bank
      with special account in Panyu District: Guangzhou Panyudongxing Office of
      China Construction Bank;

              


      

       

      
        	
                3.  

              	
                Bank
      with special account in Huadu District: China Construction Bank
      Corporation;

              


      

       

      
        	
                4.  

              	
                Bank
      with special account in Conghua City: Conghua Sub-branch of Agricultural
      Bank of China;

              


      

       

      
        	
                5.  

              	
                Bank
      with special account in Zengcheng City: China Construction Bank
      Corporation.

              


      

       

      


       

      Article
25  The Two Parties May Agree on the Following Matters:

       

      


      
        	
                1.  

              	
                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;

              


      

      


      
        	
                2.  

              	
                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.

              


      

      


       

      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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                Seller
      (Signature or seal) :            [Seal]

                 

                 

                 

                 

              	
                Buyer
      (Signature or seal) :            [Seal]

                 

                 

                 

                 

              
	
                Legal
      Representative:  /s/ Hong Jian Min

                 

                 

              	
                Legal
      Representative:  /s/ Li Zhen Ming

              
	
                Authorized
      Agent:

                 

                 

              	
                Authorized
      Agent:

              
	
                (Signature
      or seal)

                 

                 

                 

                 

              	
                (Signature
      or seal)

                 

                 

                 

                 

              
	
                Date:

                 

                September
      19, 2007

                 

              	
                Date:

                 

                September
      19, 2007

                 

              
	 
      	
                Executed
      in Guangzhou Tianhe
      District

              
	 	 
	
                Registration
      Authority:

                 

                 

              	 
      
	
                Registration
      Date:

                 

              	 
      


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Appendix
I: Layout of the Housing

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Ling
Hui Chuang Zhan 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

      


      [Ling Hui
Chuang Zhan 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

      


       

      
        	
                1.  

              	
                In
      case the price is paid by mortgage loan, the following shall be applied to
      Party A and Party B:

              


      

       

      
        	
                (1)  

              	
                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.

              


      

       

      
        	
                (2)  

              	
                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.

              


      

       

      
        	
                (3)  

              	
                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.

              


      

       

      
        	
                (4)  

              	
                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.

              


      

       

      
        	
                2.  

              	
                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):

              


      

       

      
        	
                A.     
        

              	
                Deed
      tax of sale and purchase of housing: calculated by 3% of the purchase
      price;

              


      

       

      
        	
                B.     
        

              	
                Comprehensive
      warrant fee: Lump-sum Payment: RMB 125/person, Mortgage Payment: RMB
      130/person. House-owner added: RMB
15/person.

              


      

       

      Note: The
tax and fee of the item A and B shall be paid upon the down payment by Party
B.

       

      
        	
                3.  

              	
                The
      specific maintenance fund of property: According to the Sui Guo Fang 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.

              


      

       

      
        	
                4.  

              	
                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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                5.  

              	
                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.

              


      

       

      
        	
                6.  

              	
                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.

              


      

       

      
        	
                7.  

              	
                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.

              


      

       

      
        	
                8.  

              	
                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.

              


      

       

      
        	
                9.  

              	
                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.

              


      

       

      
        	
                10.  

              	
                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.

              


      

       

      
        	
                11.  

              	
                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.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                12.  

              	
                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.

              


      

       

      
        	
                13.  

              	
                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.

              


      

       

      
        	
                14.  

              	
                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.

              


      

       

      
        	
                15.  

              	
                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.

              


      

       

      
        	
                16.  

              	
                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.

              


      

       

      
        	
                17.  

              	
                In
      case there is any difference between this Supplemental Agreement and the
      Contract, this Supplemental Agreement shall
  prevail.

              


      

       

      


      


      
        	
                Signature
      or seal of Party A: [Seal]

                 

                 

              	
                Signature
      or seal of Party B: [Seal]

                 

              
	
                September
      19, 2007 /s/ Hong Jian Min

              	
                September
      19, 2007  /s/
      Li Zhen Ming