ex4-76.htm


     

    
      Exhibit
4.76

       

      
        	BF----2005----0116 	
                Contract No.:
      009024

              


      

       

      


      


      


      


      


      


      


      PRE-SALE
CONTRACT FOR COMMODITY HOUSING

      


      IN
BEIJING MUNICIPALITY

      


      


      


      


      


      SELLER:  Beijing Hengfu Plaza
Development Co., Ltd.

      


      BUYER:  Beijing Ninetowns Ports
Software and Technology Co., Ltd.

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Beijing
Municipal Construction Commission

      


      Beijing
Administration for Industry and Commerce

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      Instructions

      


      
        	
                1.  

              	
                This
      Contract is a sample version jointly formulated by Beijing Municipal
      Construction Commission and Beijing Administration for Industry and
      Commerce.

              


      

       

      
        	
                2.  

              	
                Before
      execution of this Contract, the Seller shall present the Commodity Housing
      Pre-sale Permit and other relevant certificates and proof documents to the
      Buyer.

              


      

       

      
        	
                3.  

              	
                Both
      parties shall enter into this Contract with the principles of
      voluntariness, fairness and good faith, and neither party shall impose its
      will on the other party.  Both parties may modify, supplement or
      delete the contents of the terms of this Contract.  After this
      Contract becomes effective, unmodified contents in printing shall be
      deemed as the contents upon which both parties have
  agreed.

              


      

       

      
        	
                4.  

              	
                Before
      the execution of the Pre-sale Contract for Commodity Housing, the Buyer
      shall carefully read the terms of this Contract, especially those contents
      that may be selected, supplemented, filled in or
  modified.

              


      

       

      
        	
                5.  

              	
                In
      order to embody the principle of voluntariness of both parties, there are
      blank spaces left after relevant terms in this Contract for both parties
      to decide or supplement contents by their own.  The Buyer and
      the Seller may enter into fair and reasonable supplemental agreements
      regarding the contents not covered or not clearly stipulated in this
      Contract in accordance with particulars of the project under sale, and
      they may supplement contents in blank space after relevant terms in this
      Contract.

              


      

       

      
        	
                6.  

              	
                Both
      parties shall determine through consultation the contents to be selected
      in the brackets of [  ], the contents to be filled in blank
      spaces and other contents to be deleted or supplemented in this
      Contract.  The contents to be selected in the brackets of
      [  ] shall be selected by ü; for the contents
      that are not applicable to actual circumstances or not stipulated by both
      parties, × shall be filled in spaces to indicate
  deletion.

              


      

       

      
        	
                7.  

              	
                For
      any dispute arising from the performance of this Contract, the parties may
      elect to either file a lawsuit before the local People’s Court where the
      commodity housing is located or submit such dispute before an arbitration
      commission for arbitration.  If the parties elect to proceed
      with arbitration, the arbitration may be submitted to Beijing Arbitration
      Commission, China International Economic and Trade Arbitration Commission
      or an arbitration commission outside of
Beijing.

              


      

       

      
        	
                8.  

              	
                Both
      parties may decide the number of originals of this Contract in accordance
      with actual circumstances and shall carefully check the originals upon the
      execution, in order to ensure that the contents of all originals are
      consistent.  Under any circumstances, the Buyer shall have at
      least one original of this
Contract.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      PRE-SALE
CONTRACT FOR COMMODITY HOUSING

      IN
BEIJING MUNICIPALITY

      


      Seller:  Beijing Hengfu Plaza
Development Co., Ltd.

      Corresponding
Address:   18 Gongti East Road,
Chaoyang District, Beijing

      Post
Code:  100020

      Business
License Registration Number:  Qi Zuo Jing Zong Fu Zi No.
009135

      Enterprise
Qualification Certificate Number:    CY-B-0830

      Legal
Representative:  ZHOU
Liming                                                                                                Telephone:  65934866

      Authorized
Proxy:  ×                                                                                                Telephone:  ×

      Authorized
Sales Agent:  ×

      Corresponding
Address:  ×

      Post
Code:  ×

      Business
License Registration No.:  ×

      


      Buyer:  Beijing Ninetowns Ports
Software and Technology Co., Ltd.

      [Legal
Representative][ Person in Charge]:  WANG
Shuang         Nationality:  China

      [
Identity Card][ Passport][ Business License Registration
Number]:  1101061588135(1-1)

      Date of
Birth:  _____(Year)____(Month)____(Date)                             Gender:

      Corresponding
Address:  C2, Floor 3, Changning
Plaza, 1 Xinghuo Road, Qiaonan Science City, Fengtai District,
Beijing

      Post
Code:  100071                                                                                     Telephone:  65887788-8001

      [ Legal
Representative][ Authorized
Proxy]:  ×                                               Nationality:  ×

      [
Identity Card][ Passport][× ]:  ×

      Date of
Birth:  ×                                                                                     Gender:  ×

      Corresponding
Address:  ×

      Post
Code:  ×                                                                           Telephone:  ×

      


      In
accordance with the Contract
Law of the People’s Republic of China, the Administrative Law of Urban Real
Estate of the People’s Republic of China, the Beijing Municipal Administrative
Measures on Urban Real Estate Transfer and provisions of other relevant
laws and regulations, the Seller and the Buyer enter into the following
agreements regarding the pre-sale of the commodity housing on the basis of
equality, voluntariness, fairness and consultation consensus:

      


      Article
1              Basis
of the Project Construction

      


      The
Seller has obtained the state-owned land use right of the plot located at 18 Gongti East Road,
Chaoyang District, Beijing by means of [grant ü] [transfer]
[allotment].  The number of the [State-owned Land Use Right
Certificate ü]
[Urban Construction Land Certificate] is Shi Chao Zhong Wai Guo Yong
(95) Zi No. 00137.  The area of the land use right is 10250m2.  The
purpose of the plot on which the commodity housing that the Buyer intends to
purchase (the “Commodity
Housing”) is located is comprehensive.  The
term of the land use right of the plot is from January 27, 1995 to
January 26,
2045.

      


      As
approved, the [ratified name ü] [temporary name] of
the Commodity Housing that the Seller constructed on the abovementioned plot is
Baifu International
Tower.  The number of the

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Construction
Project Planning Permit is 2002 Gui Jian Zi No.
0200.  The number of the Construction Project Work Permit is
05 (Jian)
2002·1455.  The commencing date of the construction provided in
the project construction contract is May 2002 and the
completion date provided in the project construction contract is July
2005.

      


      Article
2              Basis
of the Pre-sale

      


      Pre-sale
of the Commodity Housing has been approved by Beijing Municipal Bureau of
Land Resources and Housing Administration, and the number of the Pre-sale
Permit is Jing Fang
Shou Zheng Zi No. (2003) 121.

      


      Article
3              Basic
Information

      


      The main
construction structure of the building where the Commodity Housing is located is
framework shear
wall.  The number of floors of the building is 30, among which the
number of the above-ground floors is 26 and the number of
the underground floors is 4 .

      


      The
Commodity Housing is Number × [Unit] [Floor ü] 19, 20, [Building]
[Block ü] 1 of the project
stipulated in Article 1.  The number of the housing is the [approved
number] [temporary number ü] and is finally subject
to the housing number approved by the public security administrative
department.  The floor plan and the location of the Commodity Housing
in the entire block building are set out in Appendix 1.

      


      The
purpose of the Commodity Housing is [ordinary residential housing] [affordable
housing] [apartment] [villa] [office ü] [commercial] [×]:
  ×  
.. The [floor height ü] [net height] is 3.4
meters.  The minimum [net height of the pitched roof] is × meters and the
maximum of it is ×
meters.  The orientation of the Commodity Housing is
___.  The Commodity Housing has ×  balconies,
among which  × are enclosed
and ×  are not
enclosed.

      


      The real
estate surveying and drawing institution entrusted by the Seller to pre-measure
the area of the Commodity Housing is Beijing Municipal Real
Estate Surveying and Drawing Institute.  The pre-measured
construction area is 2698.1 square meters,
among which the net construction area is 1970.34 square meters
and the shared construction area of the common area and common housing is 727.76 square
meters.   The instruction on constitution of the shared
construction area of the common area and common housing is set out in Appendix
2.

      


      As of the
execution of this Contract, the construction status of the building where the
Commodity Housing is located is construction
capping.  (e.g., floor zero, underground floor one ···
above-ground floor five ··· construction capping)

      


      The floor
height referred to in this Article is the vertical distance from the surface of
the floor on one storey or the surface of the ground to the surface of the floor
on the next storey above.  The net height is the vertical distance
from the surface of the floor or the surface of the ground to the bottom of the
floor or the bottom of the surface of the suspended ceiling on the next storey
above.

      


      Article
4              Mortgage
Status

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      The
mortgage statuses relevant to the Commodity Housing are:  2, 3.

      


      1.  Neither
the land use right of the plot which the Commodity Housing shares nor the
construction-in-progress of the Commodity Housing has been
mortgaged.

      


      2.  The
land use right of the plot which the Commodity Housing shares has been
mortgaged,

      The
mortgagee is:  Bank of Communication
Beijing Branch

      The
registration department of the mortgage is:  Beijing Municipal Bureau of
Land and Resources

      The
registration date of the mortgage is:  August 17,
2004.

      


      3.  The
construction-in-progress of the Commodity Housing has been
mortgaged,

      The
mortgagee is:  Bank of Communication
Beijing Branch

      The
registration department of the mortgage is:  Beijing Municipal Bureau of
Land and Resources

      The
registration date of the mortgage is:  August 17,
2004.

      


      (Items 2
and 3 can be selected simultaneously.)

      


      Article
5              Price
Calculation Method and Purchase Price

      


      If the
Commodity Housing is residence, the Seller and the Buyer agree to calculate the
purchase price of the Commodity Housing in accordance with item 1 as set forth
below.  If the Commodity Housing is affordable housing, the Seller and
the Buyer agree to calculate the purchase price of the Commodity Housing in
accordance with both item 1 and item 2 respectively as set forth
below.

      


      If the
Commodity Housing is not residence, the Seller and the Buyer agree to calculate
the purchase price of the Commodity Housing in accordance with item 2 as set forth
below.

      


      1.  Calculated
based on the net construction area, the unit price of the Commodity Housing is
RMB×    
per square meter and the total price is RMB×   .

      


      2.  Calculated
based on the gross construction area, the unit price of the Commodity Housing is
RMB17,600 per
square meter and the total price is RMB forty-seven million four
hundred and eighty-six thousand five hundred and sixty yuan.

      


      3.  Calculated
by whole unit, the total price of the Commodity Housing is RMB×   .

      


      4.  Other
specific stipulations.  Please refer to Appendix 3.

      


      The gross
construction area referred to in this Article is the horizontally-projected area
within the external periphery of each floor above the plinth of the
external wall,
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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      The net construction area
referred to in this Article is the sum of the net usable area, the net wall area and the balcony
construction area of the Commodity Housing
(apartment).

      


      Article
6              Payment Method and
Term

      


      The Buyer shall make the
payment in accordance with item 4 as set forth
below.

      


      1.  A lump-sum
payment.

      


      2.  Payment in
installments.

      


      3.  Payment through
a mortgage loan.  The Buyer may pay        %
of the total purchase price of the
Commodity Housing in the first installment and
the remainder shall be paid through a
loan from Bank
of Communication Beijing Sanyuan Branch or the housing fund
administration organization.

      


      4.  Other
methods.

      


      The detailed
arrangements
regarding the payment method and term
are in
Appendix 4.

      


      Article
7              The
Seller warrants that there is no pending title dispute on the Commodity Housing,
and the Seller shall take corresponding responsibilities for the failure of
title registration of or any debt dispute arising out of the Commodity Housing
caused by the Seller.

      


      ×                     
.

      


      Article
8              Agreements
on Planning Modification

      


      The
Seller shall construct the Commodity Housing in accordance with the conditions
stipulated in the Construction Project Planning Permit approved and issued by
the planning administrative authority and shall not modify the planning without
permission.

      


      If it is
necessary for the Seller to modify the conditions stipulated in the Construction
Project Planning Permit, the Seller shall obtain the written consent of the
affected Buyer and the approval of the planning administrative
authority.  The Seller shall compensate any loss of the Buyer’s rights
and interests caused by such planning modification.

      


      (For
details, please refer to Appendix 3.)

      


      Article
9              Agreements
on Design Modification

      


      I.  As
approved by the design examining institution entrusted by the planning
administrative authority, if the following design modifications of the design
documents of the construction project working drawings affect the quality or
functions of the Commodity Housing purchased

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      by the
Buyer, the Seller shall notify the Buyer in writing within 10 days after the
approval of such modifications by the design examining institution.

      


      1.  structure
form, layout, area and size and orientation of the Commodity
Housing;

       

      2.  heat
supply and heating method;

       

      3.  ×                                                                                                           
;

       

      4.  ×                                                                                                           
;

       

      5.  ×                                                                                                           
.

       

       

      The Buyer
shall be entitled to cancel the housing purchase if the Seller fails to notify
the Buyer within the term stipulated above.

      


      II.  The
Buyer shall make a written reply regarding if or not he cancels the housing
purchase within 15 days after the notice is delivered to him.  If the
Buyer fails to make a reply within the term stipulated above, it shall be deemed
that the Buyer agrees to the modifications.

      


      III.  If
the Buyer cancels the housing purchase, the Seller shall refund the paid housing
purchase price, along with the corresponding interest calculated in accordance
with the deposit
interest rate of the same period published by the People’s Bank of China,
to the Buyer within 30 days after the
housing purchase cancellation notice is delivered to the
Seller.  Provided that the Buyer does not cancel the housing purchase,
the Buyer shall enter into a supplemental agreement with the
Seller.

      


      ×                                                                                                           
.

       

      Article
10            Liabilities
of Overdue Payment

      


      If the
Buyer fails to pay the purchase price within the stipulated term, item 1   below shall be
applied:

      


      1. In
accordance with the time overdue, one of the following items shall be applied.
(Items (1) and (2) shall not be both applied.)

      


      (1) If
the payment is overdue for no more than 60 days, this
Contract shall continue to be performed and, within 30 days after the
purchase price payable is actually paid, the Buyer shall pay to the Seller a
default penalty of 0.02% of the overdue
amount per day for each day from the next day of the date that the payment is
due to the day the payment is actually made.

      


      (2) If
the payment is overdue for more than 60 days (this shall
be the same day as the sixtieth day stipulated in item (1)), the Seller shall
have the right to terminate this Contract. In case the Seller elects to
terminate this Contract, within 30 days after
receiving the termination notice, the Buyer shall pay a default penalty of 2 % on the
accumulated overdue amount and the Seller shall refund the paid purchase price
to the Buyer.  If the Buyer intends to continue performing this
Contract, with the consent of the Seller, this Contract shall continue to be
performed and, within

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      30 days after the
payment is actually made, the Buyer shall pay to the Seller a default penalty of
0.02% (this
interest rate shall be no less than the rate referred to in item (1)) of the
overdue amount per day for each day from the next day of the date that the
payment is due to the day the payment is actually made.

      


      The
overdue amount referred to in this Article shall mean the difference between the
due payable stipulated in Article 6 and the payment actually made.  If
payment is in installments, the overdue amount is the difference between the due
payable and the payment actually made in the same period of time.

      


      
        	
                2.

              	
                ×                                                                                                                                                                                                                                                                                                                      
      .

              


      

       

      (Please
refer to Appendix 3 for more details.)

      


      Article
11            Delivery
Conditions

      


      I.  The
Seller shall deliver the Commodity Housing to the Buyer before May 30,
2007.

      


      II. The Commodity Housing on
delivery shall satisfy the conditions listed in items 1, 2, × ,   × , × , × , and × below.  If the
Commodity Housing is residence, the Seller shall provide the  Residential
Housing
Quality Warrant
Letter
and
the Residential
Housing Use Instructions.

      


      1.  The planning
examination and
acceptance approval document and the construction project completion
examination and acceptance filing table
have been
obtained for the Commodity Housing;

       

      2.  A technical report on the
actually measured area of the Commodity Housing issued by a qualified real property
surveying institution;

       

      3.  The Seller has
obtained the housing title certificate of the building where the Commodity Housing
is
located;

       

      4.  The Commodity
Housing has satisfied all conditions warranted by the Seller under Article 12
that urban infrastructure facilities should meet;

       

      
        	
                5.

              	
                ×                                                                                                                                                                                                                                                                                                                      
      .

              


      

       

      
        	
                6.

              	
                ×                                                                                                                                                                                                                                                                                                                      
      .

              


      

       

      
        	
                7.

              	
                ×                                                                                                                                                                                                                                                                                                                      
      .

              


      

      
Article
12            Warrants
Regarding Urban Infrastructure Facilities and Other Facilities

      


      The
Seller warrants that the urban infrastructure facilities and other facilities
directly related to the normal use of the Commodity Housing shall meet the
following conditions on the stipulated date:

      


      1.  Urban
Infrastructure Facilities

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (1)  Water
supply and sewerage:  using conditions to be met
by May 30, 2007;

       

      (2)  Electricity:  using conditions to be met
by May 30, 2007;

       

      (3)  Heat
supply:  using conditions to be met
by May 30, 2007;

       

      (4)  Gas:  using conditions to be met
by May 30, 2007;

       

      
        
          (5)  ×                                                                                                           
;

           

          (6)  ×                                                                                                           
.

        

      

      


       

      If these
conditions are not satisfied within the stipulated term, both parties agree to
handle the situation in accordance with the following methods:

      


      (1) If the overdue is no
more than 60 days, this Contract shall continue to be performed and the Seller
shall pay to the Buyer a default penalty of 0.02% of the paid housing purchase
price per day for each day from the next day of the final delivery date
stipulated above to the day the housing is actually
delivered.

      


      (2) If the overdue is more
than 60 days, the Buyer shall have the right to terminate this Contract. In case
the Buyer elects to terminate this Contract, within 30 days after receiving the
termination notice, the Seller shall refund the paid housing purchase price and
shall pay to the Buyer a default penalty of  2 % of the paid purchase
price.  If the Buyer require to continue performing this Contract,
this Contract shall continue to be performed and, the Seller shall pay to the
Buyer a default penalty of 0.02%  of the paid housing purchase price
per day for each day from the next day of the final delivery date stipulated in
Article 11 hereof to the day the Commodity Housing is actually
delivered.

      


      2.  Other
Facilities

      


      (1)  Public
greenery:  using conditions to be met
by May 30, 2007;

       

      (2)  Public
roads:  using conditions to be met
by May 30, 2007;

       

      (3)  Public
parking area:  using conditions to be met
by May 30, 2007;

       

      (4)  Kindergarten:  ×                                              ;

       

      (5)  School:  ×                                              ;

       

      (6)  Community
club:  ×                                              ;

       

      (7)  Shopping
Mall:  ×                                              ;

       

      (8)  Sports
facilities:  ×                                              ;

       

      (9)  The
above facilities only refer to the facilities within the community.

      


       

      If these
conditions are not met within the stipulated term, both parties agree to handle
the situation in accordance with the following methods:

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (1)  If the
overdue is more than 60 days, the Buyer shall have the right to cancel the
housing purchase.  If the Buyer elects to cancel the housing purchase,
the default penalty shall be 2% of the paid housing purchase
price.  If the Buyer elects not to cancel the housing purchase, the
daily default penalty shall be 0.01% of the paid housing purchase price, capping
at 3% of the paid housing purchase price.

      


      (2) If the conditions are
not met due to the Seller, the Seller shall take remedial measures to cause the
facilities to meet the conditions.

      


      Article
13            Liabilities
of Overdue Delivery of Housing

      


      Except in the case
of force
majeure, if the Seller fails to deliver the Commodity Housing to the Buyer
within the stipulated term and under the conditions provided in Article 11, item 1
below shall be
applied:

      


      1. In accordance with
the time overdue, one of the following items shall be applied. (Items (1) and
(2) shall not be both applied.)

      


      (1) In the event
that the
delivery is overdue for no more than 60 days (this period shall be no less than
the period stipulated in item (1) of Article 10),
this Contract shall continue to be performed and, within 30 days after the actual
delivery of the Commodity Housing, the Seller shall pay to the Buyer a default
penalty of 0.02% (this interest rate shall be
no less than the rate stipulated in item (1) of Article 10)
of the paid housing purchase price per day for each day from the next day
of the final delivery date stipulated in Article 11 hereof to the day the
housing is actually delivered.

      


       (2) In the event that
the delivery is overdue for more than 60 days (this shall be
the same day as the sixtieth day stipulated in item (1)), the Buyer shall have the
right to cancel the housing purchase.  If the Buyer elects to cancel
the housing
purchase, within 30 days after the housing
purchase cancellation notice is delivered, the Seller shall refund the paid
purchase price
and pay a default penalty of 2
% of the paid
purchase price to the Buyer.  If the Buyer
requires to continue performing this Contract, this Contract shall
continue to be performed and, within 30 days after the actual
delivery of the Commodity Housing, the Seller shall pay to the Buyer a default
penalty of 0.02% (this interest rate shall
be not less than the rate stipulated in item (1) above) per day
for each day from the next day of the final delivery date stipulated in
Article 11 hereof to the day the housing is actually delivered.

      


      
        	
                2.

              	
                ×                                                                                                                                                                                                                                                                                                                           
      .

              


      

      


       (For
details, please refer to Appendix 3.)

      


      Article
14            Arrangements
of Area Difference

      


      On delivery of the Commodity
Housing, the Seller shall present to the Buyer the technical report on the
actually measured area of the Commodity Housing issued by a qualified real
property surveying institution entrusted by the Seller, and shall provide
to the Buyer the actually area measuring data of the Commodity Housing (the
“Actual
Area”).  If there is a difference between the Actual Area and
the pre-measured area stipulated in Article 3, both parties agree to handle the
situation in accordance with item 3 below:

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
 

      1.  In
accordance with the agreements on the price calculation on the basis of the net
construction area as stipulated in Article 5, both parties agree to handle the
situation in accordance with the following principles:

      


      (1)  if
the absolute value of the difference ratio of the net construction area is less
than 3% (including 3%), the housing purchase price shall be calculated and
settled in accordance with the actual net construction area;

      


      (2)  if
the absolute value of the difference ratio of the net construction area is
greater than 3%, the Buyer shall have the right to cancel the housing
purchase.

      


      If the
Buyer cancels the housing purchase, the Seller shall refund the paid housing
purchase price, along with the corresponding interest calculated in accordance
with the deposit
interest rate of the same period published by the People’s Bank of China,
to the Buyer within 30 days after the housing purchase cancellation notice is
delivered to the Seller.

      


      If the
Buyer does not cancel the housing purchase, where the actual net construction
area is greater than the pre-measured net construction area, the portion of the
housing price of the area difference, the ratio of which is less than 3%
(including 3%), shall be made up by the Buyer and the portion of the housing
price of the area difference, the ratio of which is more than 3%, shall be borne
by the Seller but the title of such area shall belong to the
Buyer.  Where the actual net construction area is less than the
pre-measured net construction area, the portion of the housing price of the area
difference, the absolute value of the ratio of which is less than 3% (including
3%), shall be refunded by the Seller to the Buyer and the portion of the housing
price of the area difference, the absolute value of the ratio of which is more
than 3%, shall be refunded by the Seller to the Buyer in double.

      


      Difference
ratio of the net construction area = [(Actual net construction area –
Pre-measured net construction area) / Pre-measured net construction area] ×
100%

      


      2.  In
accordance with the agreements on the price calculation on the basis of the
construction area as stipulated in Article 5, both parties agree to handle the
situation in accordance with the following principles:

      


      (1)  if
the absolute value of the difference ratio of the net construction area and the
construction area are both less than 3% (including 3%), the housing purchase
price shall be calculated and settled in accordance with the actual construction
area;

      


      (2)  if
the absolute value of any one of the difference ratio of the net construction
area and the construction area is more than 3%, the Buyer shall have the right
to cancel the housing purchase.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      If the
Buyer cancels the housing purchase, the Seller shall refund the paid housing
purchase price, along with the corresponding interest calculated in accordance
with the deposit
interest rate of the same period published by the People’s Bank of China,
to the Buyer within 30 days after the housing purchase cancellation notice is
delivered to the Seller.

      


      If the
Buyer does not cancel the housing purchase, where the actual construction area
is greater than the pre-measured construction area, the portion of the housing
price of the area difference, the ratio of which is less than 3% (including 3%),
shall be made up by the Buyer and the portion of the housing price of the area
difference, the ratio of which is more than 3%, shall be borne by the Seller but
the title of such area shall belong to the Buyer.  Where the actual
construction area is less than the pre-measured construction area, the portion
of the housing price of the area difference, the absolute value of the ratio of
which is within 3% (including 3%), shall be refunded by the Seller to the Buyer
and the portion of the housing price of the area difference, the absolute value
of the ratio of which is more than 3%, shall be refunded by the Seller to the
Buyer in double.

      


      Difference
ratio of the construction area = (Actual construction area – Pre-measured
construction area) / Pre-measured construction area × 100%

      


      3.  Otherwise
provided by both parties.

      


      (Please
refer to Appendix 3.)

      


      Article
15           
Procedures of
Delivery

      


      I.  When the delivery conditions for
the Commodity Housing as provided in Article 11 have been satisfied, the
Seller
shall, no later than 7 days before the delivery of
the Commodity Housing, notify the Buyer in writing of the time, location and the
required documents for the delivery procedures.  When the parties examine and
deliver the Commodity Housing, the Seller
shall present
the documents as provided in Article 11 and satisfy the other conditions as
provided in Article 11.  If the Seller fails to present all the
documents as provided in Article 11, or to satisfy the other conditions as
provided in Article 11, the Buyer shall have the right to
reject to
accept.  If this causes
any delay in the delivery of the Commodity Housing, the responsibility shall be
borne by the Seller and Article 13 shall be applied.

      


      II.  After the examination
and delivery of the Commodity Housing, the parties shall execute the
Commodity Housing delivery receipt.  If there is any delay in the
delivery of the Commodity Housing due to the Buyer, the parties agree that the
following method shall be applied:

      


      It
shall be deemed that
the Seller has delivered
the Commodity Housing
in accordance with the conditions stipulated herein, and the
risks
related
to
the Commodity
Housing
shall be transferred to the Buyer and the Buyer shall bear all the fees from the
delivery date.

      


      III.  Both parties agree
that the taxes
and fees shall be paid in accordance with item 2
below:

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      1.  The Seller
shall not regard the Buyer’s payment of taxes and fees
as a delivery condition of the Commodity Housing.


      
        


        
          ×                                                                                                                                                                                                 
.

        

      

      


      2.  The Buyer
agrees to entrust the Seller to pay the taxes and fees of
items (1), (2), (3) and (4) below on behalf of the
Buyer, and the Buyer shall pay the amount of such taxes and fees to the Seller
upon acceptance of the Commodity Housing. (For details, please refer to
Appendix 3.)

      


      (1)  specific maintenance funds (common
maintenance funds);

      


      (2)  deed tax;

      


      (3)  property management service fee as provided in
Article 22;

      


      (4)  heat supply fee;

      


      (5) ×                                                ;

      


      (6) ×                             
                  .

      


      3.  The Buyer shall
pay the taxes and fees of items (1), (2), (3), (4) and  × below directly to the
relevant authorities, and the Buyer shall present the relevant receipts and
proof documents for such payments to the Seller upon acceptance of the Commodity
Housing.

      


      (1)  specific maintenance founds
(common maintenance funds);

      


      (2)  deed tax;

      


      (3)  property management service fee as provided in
Article 22;

      


      (4)  heat supply fee;

      
        


        (5) ×                                                ;

        


        (6) ×                             
                  .

      

      


      
        Article
16           
Agreements on the Quality,
Decoration, and Equipment Standard of the Commodity
Housing

      

      


      I.  The Seller warrants that the construction
materials and equipments for the construction of the
Commodity Housing shall be of satisfactory
quality and that the quality of the Commodity
Housing shall
meet the quality
norms and standards of construction
promulgated by the state and Beijing municipality
and the
stipulations in the working
drawings.

      


      II.  The Seller and the Buyer
agree that:

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      1.  If
the quality of the foundation and main structure of the Commodity Housing is
found, upon examination, to be unqualified, the Buyer shall have the right to
cancel the housing purchase.  In case the Buyer elects to cancel the
housing purchase, within 30 days after the
delivery of the housing purchase cancellation notice, the Seller shall refund
the purchase price paid by the Buyer, along with the corresponding interest
calculated in accordance with the deposit interest rate of
the same period published by the People’s Bank of China to the Buyer, and
the Seller shall compensate the Buyer for any loss thereby
incurred.  The Seller shall also bear the incurred costs of any
examinations.

      


      If the
Buyer demands continued performance of this Contract, the Buyer shall enter into
a supplementary agreement with the Seller.

      


      ×                                                                                                                                                                                                 
.

       

      2.  If
the quality of the air inside the Commodity Housing is found, upon examination,
to be below the national standard, the Buyer shall have the right to cancel the
housing purchase within 60 days (this period
shall be no less than 60 days) after the delivery of the Commodity
Housing.  If the Buyer elects to cancel the housing purchase, within
30 days after
the delivery of the housing purchase cancellation notice, the Seller shall
refund the purchase price paid by the Buyer, along with the corresponding
interest calculated in accordance with the deposit interest rate of
the same period published by the People’s Bank of China to the Buyer, and
the Seller shall compensate the Buyer for any loss thereby
incurred.  The Seller shall also bear the costs of any
examinations.

      


      If the
Buyer does not cancel the housing purchase or if it has been more than 60 days after the
delivery of the Commodity Housing, the Buyer shall enter into a supplementary
agreement with the Seller.

      
        


        ×                                                                                                                                                                                                 
.

      

      


      3.  Upon
delivery, the Commodity Housing shall have been examined and accepted as
qualified by the constructor, the inspector, the planner, the builder, the
construction supervisor, etc., and the Seller and the Buyer shall examine the
Commodity Housing together. If any other problem arises thereupon, both parties
agree that item (3) below shall be
applied:

      


      (1)  The
Seller shall deliver the repaired Commodity Housing within × days. If this
causes any delay in the delivery of the Commodity Housing, the responsibility
shall be borne by the Seller and Article 13 shall be applied.

      
        


        ×                                                                                                                                                                                                 
.

      

      


      (2)  The
Seller shall be responsible for the repair of the Commodity Housing within ×   days
after the delivery in accordance with national and municipal standards and
requirements regarding the project construction quality and shall bear the
reparation costs.  The Seller shall compensate the Buyer for any loss
thereby incurred.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      (3)  Both parties shall go
through the housing delivery and acceptance procedures first, and the quality
problems confirmed by both parties shall be fixed by the Seller in accordance
with the Residential
Housing Quality Warrant Letter and the Seller shall bear
the reparation costs.

      


      4.  The
decoration and equipments of the Commodity Housing delivered by the Seller shall
meet the standard agreed upon by both parties. If the agreed standard is not
met, the Buyer shall have the right to require the Seller to handle the
situation in accordance with item 2 below:

      


      (1) The
Seller shall compensate the Buyer by paying the Buyer double the difference in
the price of the actual decoration and equipments and the decoration and
equipments of the agreed standard.

      


      (2)  The Seller shall make up the
difference of the price of the actual decoration and equipments and the
decoration and equipments of the agreed standard.

      


      (3)  ×                                                                                                                                                                                                 
.


       

      Detailed stipulations regarding
standard for
decoration and equipments is in Appendix 5.

      


      III.  If there is any dispute
between the Seller and the Buyer arising out of the quality of the
construction, either party may entrust a qualified construction quality
surveying institution to conduct an examination. Both parties shall
have the
obligation to
assist and coordinate in this regard.

      
        


        ×                                                                                                                                                                                                 
.

      

      


      Article
17            Residential
Housing Quality Warranty

      


      I. If the Commodity
Housing is
residence, from the date of delivery of the Commodity
Housing,
the Seller
shall assume the relevant repair and maintenance obligations in accordance with the
undertakings
made in the Residential
Housing Quality Warrant Letter.

      


      If the Commodity Housing is
non-residence, the Seller and Buyer shall
enter into a supplemental agreement providing the detailed scope, period, and
liabilities of the repair and
maintenance
warranty.

      


      II. If the Commodity
Housing has
quality defects within the scope and time period of the warranty,
then: (1) if the
parties have
an agreement
regarding cancellation of housing
purchase,
such agreement
shall be applied; and (2) if the parties
have
no agreement regarding
cancellation of
housing purchase, the Seller shall
perform its
obligations
under the
warranty and the Buyer shall cooperate with the maintenance. However, if
the defects are not due to the Seller, the Seller shall not bear the
liability.

      


      Article
18            Residential
Housing Energy Economization Measures

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      If the Commodity Housing
is
residence,
it must follow relevant
national rules and regulations regarding energy economization and the
requirements under the Energy
Economization Design Standard of Residential Construction (DBJ01–602–2004), published by Beijing
Municipal Commission of Urban Planning and the
Beijing Municipal Construction Commission.  If such standards are not
met, the Seller shall make up economization measures in
accordance with the Energy
Economization Design Standard of Residential Construction and bear all the costs. The Seller shall
compensate the Buyer for any loss thereby incurred.

      


      Article
19            Undertaking to the Use of the Commodity
Housing

      


      During the period in which
the Buyer
occupies the Commodity Housing, without permission,
the Buyer shall
not alter the main structures of the construction,
the load-bearing structures,
or the usage of
the Commodity Housing.  Except as
provided in this Contract, its supplemental
agreements and its appendixes, during its period of occupation of the Commodity
Housing, the
Buyer shall have
the right to use the common areas and common facilities of the Commodity
Housing together
with other occupiers and shall bear the liabilities of the shared area
in connection
therewith.

      


      The Seller shall not change the
usage of the
common areas and
common facilities of the Commodity
Housing without
permission.

      


      (For
details, please refer to Appendix 3.)

      


      Article
20            Title
Registration

      


      I.  Initial
Registration

      


      The Seller shall obtain the
title certificate of the block building where the Commodity Housing is located before June
30, 2007.  If the title
certificate of the block building where the Commodity Housing
is
located is not
obtained within the term provided in this paragraph due to the
Seller’s responsibility, both
parties agree that item 1 below shall be
applied:

      


      1.  The Buyer
shall have the
right to cancel the housing purchase.  If the Buyer elects to cancel
the housing purchase, within 30 days after the housing
purchase cancellation notice is delivered, the Seller shall refund the paid
purchase
price and pay a
default penalty of 2
% of the paid
purchase price to the Buyer.  If the Buyer
elects not to
cancel the housing purchase, this Contract shall continue
to be performed and, within 30 days after the Seller actually obtains the title
certificate, the Seller shall pay to the
Buyer a default penalty of 0.02% per day for each day
from the next day of the final date on which the Seller should have
obtained the title certificate of the block building where the Commodity Housing
is located to the day the title certificate is actually
obtained.  (For details, please refer to Appendix 3.)

      


      2.  ×                                                                                                                                                                                                 
.

      


      II.  Transfer
Registration

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      1.  After the
Commodity Housing is delivered for using, both parties agree that they shall
handle the situation in accordance with item
2
below:

      


      (1)  Both parties
shall jointly apply for the housing title transfer registration to title
registration authority.

      


      (2)  The Buyer
agrees to entrust Beijing
Hengfu Plaza Development Co., Ltd. to apply for the
housing title
transfer registration to title registration authority and the entrustment fee
shall be RMB
one thousand five hundred per
unit.

      


      2.  If the Buyer
does not receive the housing title
certificate within 720 days after the delivery of
the Commodity Housing due to the
Seller’s responsibility, both
parties agree that item (1) below shall be
applied:

      


      (1)  The
Buyer shall have the right to cancel the housing purchase.  If the
Buyer cancels the housing purchase, the Seller shall refund the paid housing
purchase price, along with the corresponding interest calculated in accordance
with the deposit
interest rate of the same period published by the People’s Bank of China,
to the Buyer within 30 days after the
housing purchase cancellation notice is delivered to the
Seller.  If
the Buyer elects
not to cancel the housing purchase, within 30 days after the Buyer actually obtains the title
certificate, the
Seller shall pay to the Buyer a default penalty of 0.02% per day for each day
from the next day of the final date on which the Buyer should have
obtained the housing title certificate to the day the housing title certificate
is actually obtained.

      


      (2)  ×                                                                                                                                                                                                 
.


       

      Article
21            Agreements on Shared
Rights

      


      1.  The
use right of the roof of the block building where the Commodity Housing is
located shall be shared by all the title owners;

      


      2.  The
use right of the exterior walls of the block building where the Commodity
Housing is located shall be shared by all the title owners;

      


      3.  The Seller shall have the
naming right of the building where the Commodity Housing is
located;

      


      4.  The Seller shall have the
naming right of the community where the Commodity Housing is
located.

      


      Article
22            Initial Property Management
Service

      


      I.  The property management
enterprise engaged by the Seller in
accordance with the law is Beijing Beichen Xinhe
Property Management Co., Ltd., the qualification certificate
number of which
is (Jian) 1050134.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      II.  During the period of the
initial property management, the initial property management services fee is 23.24 per month per square meter of the gross
construction
area.  This fee shall be collected
[annually] [semiannually ü] [quarterly] by the property
management enterprise.  This fee includes
fee of
sweeping and
cleaning within
the scope of the property, public order maintenance fee, fee of daily maintenance of shared
facilities in common areas, greenery maintenance fee,
comprehensive management
fee,
common
area energy fee,
central
air conditioner fee, heat
supply fee,
administrative
fee,
unforeseeable
fee,
depreciation
charge of fixed assets, property
management public liability insurance fee, management
reward,
legal
taxes
and fees,
salaries,
social insurance and clothing fees of management personnel, etc.

      


      Among the above property
management service fees, the aboveground parking fee is
pending and the underground parking
fee is pending.

      


      III.  The Seller shall be
responsible
for supervising the provision of property
management service by the property management enterprise in accordance with the
stipulations in the initial property management service
contract.

      


      IV.  The contents of the property management
service and the
Owners
Interim Convention are attached in Appendix 6. The Buyer has carefully read these documents and agrees
that the initial
property management services shall be provided by the property management
enterprise engaged by the Seller in accordance with
the law
and that the
Buyer will
comply with the Owners Interim Convention.

      


      Article
23            Specific Maintenance
Funds

      


      If the Buyer entrusts the
Seller to pay the specific maintenance funds (common maintenance funds)
on behalf of the
Buyer, within 180 days after the entrustment, the Seller shall provide
the Buyer with the receipts of such payment of the specific maintenance funds
(common
maintenance funds).

      


      If the Buyer pays the
specific maintenance funds (common maintenance funds)
by itself, [upon] [within × days after] the delivery of the Commodity
Housing, the
Buyer shall provide the property management enterprise with the receipts of such payment of the specific maintenance funds
(common
maintenance funds).

      


      Article
24            Force Majeure

      


      If this
Contract cannot be performed due to force majeure, the
liabilities of either party shall be relieved in whole or in part in accordance
with the effect of such force majeure.  However,
either party who can not perform this Contract as affected by force majeure shall
immediately notify the other party.

      


      Article
25            Method of Dispute
Resolution

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Any dispute arising from
the performance
of this
Contract shall be resolved
by both parties
through
consultation or
reconciliation.
If the consultation or reconciliation fails, the dispute shall be submitted to
item 2
below for
resolution:

      


      1. × Arbitration Commission for
arbitration.

      


      2. the People’s Court for litigation in
accordance with the law.

      


      Article
26            This Contract shall become effective upon the execution (affixation of their seals) by both
parties.  Both parties may otherwise enter into supplemental
agreements to provide matters that are not covered by this
Contact. Any
modification or termination of this Contract shall be made in
writing. Appendixes of and supplemental
agreements to
this Contract shall have the same force
and legal effect with this
Contract.

      


      Article
27           
This Contract, including its
appendixes, has
thirty-one pages and is executed in four counterparts, each with the same legal
effect, among which the Seller shall have 
2  counterparts, the Buyer shall have 1
counterpart and
the Beijing municipal housing administration department shall  have 1
counterpart.

      


      Article
28            Within 30 days after the
effectiveness of this Contract, the Seller shall apply for the filing of this Pre-sale
Contract for Commodity Housing to Beijing
Municipal Real Estate Trade Bureau
Institution.  If the Seller
fails to apply for the pre-sale registration within 30 days after the
effectiveness of this Contract, the Buyer may apply for the pre-sale
registration.  If the pre-sold commodity housing has been mortgaged,
the pre-sale registration shall be jointly applied for by the Seller and the
Buyer.


      


       

      
        	The Seller
      (signature or seal):    [Seal]	 	The Buyer (signature
      or seal):     [Seal]
	 	 	 
	[Legal
      Representative]:
      /s/ Zhou Li Ming	 	[Legal
      Representative]: /s/ Wang Shuang
	 	 	 
	[Authorized Proxy]
      (signature or seal):  /s/ Zhou
      Li Ming	 	 [Person in
      Charge]:  /s/ Wang Shuang
	 	 	 
	[Authorized Sales
      Agency] (signature or
      seal): 	 	[Authorized Proxy]
      (signature or
  seal):
	 	 	 
	Execution
      Date:	 	Execution
      Date: 
	 	 	 
	Execution
      Place:  Baifu
      International
      Tower	 	Execution
      Place:  Baifu
      International Tower


      

       

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

                                                                                

      Appendix
1:  Floor Plan and Location of the Commodity Housing in the Entire
Block Building

       

       

      

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

      
        Appendix
2:  Instruction on Constitution of the Shared Construction Area of
Common Structure and Common Housing

         

        Instruction
on Shared Area of Baifu International Tower

        


        I.  General
Statement

        


        1.  Baifu
International Tower is consisted of two connected tower
buildings.  The floors from underground floor 4 to above-ground floor
5 are connected.  The underground connected part is used for civil
defense, underground parking garage, office, catering and equipments housing and
the above-ground connected part is for commercial use.  The floors
above the above-ground floor 6 are two separated tower buildings, among which
Building #1 is an office building and Building #2 is a hotel.

        


        2.  Baifu
International Tower is a comprehensive top grade building with multiple
functions.  It has 4 underground floors and 26 above-ground floors (in
which there are 5 podium building floors).  The gross construction
area is 101806 square meters, and the height is 91.8 meters.  In the
building, there are housings for office, commerce, ancillary public use, garage,
restaurant, various professional equipments and property management
housings.

        


        II.  Contents
of Shared Area (Please refer to the attached chart)

        


        1.  Underground
floor 4

        


        Shared by
the whole building:  heat station, wind machine room, equipment crane
shaft, condensation machine room, water pump room, water reservoir, air exhaust
vertical shaft, stairway, front lobby, corridor, reclaimed water processing room
and restroom.

        


        2.  Underground
floor 3

        


        Shared by
this floor (underground garage): wind machine room, front lobby, building
elevator chamber, machine room, shaft, elevator lobby, fire prevention elevator
chamber, ELV/HV equipments, restroom.

        


        3.  Underground
floor 2

        


        Shared by
this floor (underground garage): wind machine room, front lobby, building
elevator chamber, machine room, shaft, elevator lobby, fire prevention elevator
chamber, ELV/HV equipments, restroom.

        


        4.  Underground
floor 1

        


        (a)  Shared
by the whole building:  telephone room, steel cylinder room, HV
connection room, connection watching room, electricity transformation and
distribution room, diesel-electric set room, fire-prevention and building
control room, air conditioner room, air vertical shaft, property management
office room, wind machine room, shaft, air exhaust vertical shaft.

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        (b)
Shared by this floor:  wind machine room, building elevator chamber,
stairway, elevator lobby, fire prevention elevator chamber, front lobby, ELV/HV
equipments, men’s room and women’s room, air exhaust vertical shaft, air
vertical shaft, smoke exhaust shaft, cooling water pipe room, exterior half wall
of underground floor 1, shaft.

        


        5.  Ground
floor

        


        (a)  Shared
by the podium building (floors 1-5):  lobby, elevator, escalator,
corridor, shaft, stairway, men’s room and women’s room, fresh air machine room,
smoke exhaust shaft, cooling water pipe room, electricity distribution box
room.

        


        (b)  Shared
by Office Building #1: lobby of Office Building #1.

        


        (c)  Shared
by Hotel Building #2: lobby of Hotel Building #2.

        


        (d)  Jointly
shared by Office Building #1 and the podium building (floors
1-5):  building elevator room, elevator lobby, fire prevention
elevator room, front lobby, ELV/HV equipments, restroom, water piper
shaft.

        


        (e)   Jointly
shared by Hotel Building #2 and the podium building (floors
1-5):  building elevator room, elevator lobby, fire prevention
elevator room, front lobby, ELV/HV equipments, restroom, fire prevention
equipments, air vertical shaft.

        


        (f)  Shared
by floor B1-B3:  stairway.

        


        (g)  Individually
shared by floor 2-5:  utility stair, stairway, front
lobby.

        


        6.  Floor
2-4

        


        (a)  Shared
by the podium building (floors 1-5):  stairway, front lobby, fresh air
machine room, elevator, corridor, shaft, escalator, men’s room and women’s room,
cleaning maintenance room, cooling water pipe room, smoke exhaust
room.

        


        (b)  Jointly
shared by Office Building #1 and the podium building (floors
1-5):  building elevator room, elevator lobby, fire prevention
elevator room, front lobby, ELV/HV equipments, air vertical shaft, water piper
shaft, restroom.

        


        (c)   Jointly
shared by Hotel Building #2 and the podium building (floors
1-5):  building elevator room, elevator lobby, fire prevention
elevator room, front lobby, ELV/HV equipments, air vertical shaft, fire
prevention equipments.

        


        (d)  Individually
shared:  utility stair, front lobby, utility stair.

        


        7. Floor
5

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        (a)  Shared
by the podium building (floors 1-5):  stairway, front lobby, fresh air
machine room, elevator, corridor, shaft, escalator, men’s room and women’s room,
cleaning maintenance room, cooling water pipe room, smoke exhaust
shaft.

        


        (b)  Jointly
shared by Office Building #1 and the podium building (floors
1-5):  building elevator room, elevator lobby, fire prevention
elevator room, front lobby, ELV/HV equipments, restroom, water piper
shaft.

        


        (c)   Jointly
shared by Hotel Building #2 and the podium building (floors
1-5):  building elevator room, elevator lobby, fire prevention
elevator room, front lobby, ELV/HV equipments, fire prevention
equipments.

        


        8.  Ancillary
housing (on the roof of floor 5)

        


        Shared by
the podium building (floors 1-5):  elevator machine room.

        Individually
shared:  utility stair, machine room.

        


        9.  Floor
6-26 of Office Building #1

        


        Shared by
Office Building #1: building elevator room, elevator lobby, fire prevention
elevator room, front lobby, ELV/HV equipments, corridor, water pipe shaft, air
vertical shaft, fresh air vertical shaft, restroom.

        


        10.  Floor
6-26 of Hotel Building #2

        


        (a)  Shared
by floor 6:  building elevator room, elevator lobby, fire prevention
elevator room, front lobby, ELV/HV equipments, restroom, fresh air machine room
and shaft, corridor, water pipe shaft.

        


        (b)  Shared
by floor 7-26:  building elevator room, elevator lobby, fire
prevention elevator room, front lobby, ELV/HV equipments, restroom, fresh air
machine room and shaft, corridor, service room, restroom of service personnel,
vertical shaft of guest room, equipments, air vertical shaft.

        


        11.  Ancillary
housing (elevator machine room of Office Building #1, on the roof of Office
Building #1)

        


        Shared by
the whole building:  elevator machine room, stairway, front lobby, ELV
electricity distribution room, HV electricity distribution room, fire prevention
elevator room.

        


        Public
ownership and use, but not shared:  backup room.

        


        12.  Ancillary
housing (top floor of Office Building #1, on the roof of Office Building
#1)

        


        Shared by
the whole building:  stairway, ELV electricity distribution room, HV
electricity distribution room, front lobby

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        Public
ownership and use, but not shared:  backup room.

        


        13.  Ancillary
housing (elevator machine room of Hotel Building #2, on the roof of Hotel
Building #2)

        


        Shared by
the whole building:  elevator machine room, front lobby, stairway, ELV
electricity distribution room, HV electricity distribution room, fresh air
vertical shaft, shaft, fire prevention elevator room, equipment room (water
heating).

        


        Public
ownership and use, but not shared:  backup room.

        


        14.  Ancillary
housing (water box room of Hotel Building #2, on the roof of Hotel Building
#2)

        


        Shared by
the whole building:  water box room, stairway, fresh air vertical
shaft, shaft.

        


        Public
ownership and use, but not shared:  backup room.

        


        15.  The
exterior half wall of the podium building floors 1-5 shall be shared by the
podium building. The exterior half wall of Office Building #1 shall be shared by
Office Building #1. The exterior half wall of Hotel Building #2 shall be shared
by Hotel Building #2.  The exterior half wall of floor B1 shall be
shared by floor B1.

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

        Appendix
3:  Supplementary Agreement to the Contract

        


        The
Seller and the Buyer enter into this Supplementary Agreement (the “Supplementary Agreement”)
regarding the matters uncovered in the Pre-sale Contract in accordance with the
stipulation of Article 26 of the Pre-sale Contract for Commodity Housing in
Beijing Municipality (the “Pre-sale Contract”) entered
into by both parties.  Relevant definitions in the Pre-sale Contract
shall have the same meaning in this Supplementary Agreement.

        


        Article
1              Supplementary
to Article 3 of the Pre-sale Contract

        


        Both
parties acknowledge that the floor set forth in the Pre-sale Contact, on which
the Commodity Housing is located, is the marked floor.  The Seller has
explained the specific location of the Commodity Housing and the Buyer has
inerrably understood it.

        


        Article
2              Supplementary
to Article 14 of the Pre-sale Contract

        


        1.  If
the absolute value of the area difference ratio is more than 3%, the Buyer shall
exercise the right of the housing purchase cancellation as set forth in Article
14 of the Pre-sale Contract through written notice within 7 days after the
Seller presents to the Buyer the actual construction area data provided by a
Beijing surveying and drawing department.  If the Buyer does not
exercise such right within the term set forth above, it shall be deemed that the
Buyer will not cancel the housing purchase, and it shall be handled in
accordance with the stipulations in Article 14 regarding the situation where the
Buyer does not cancel the housing purchase.

        


        2.  The
Buyer shall go through the procedure of refunding/making up for housing purchase
price difference at the Seller’s location within 7 days after the Buyer receives
the above mentioned actual construction area data and the settlement notice, and
there shall be no interest incurred on the housing purchase price
difference.

        


        3.  If
any area difference is caused due to design modification and both parties agree
not to terminate the contract, they shall enter into a supplementary
agreement.

        


        Article
3              Supplementary
to Article 6 of the Pre-sale Contract

        


        The Buyer
shall pay the housing purchase price within the payment term set forth in
Article 6 of the Pre-sale Contract and Appendix 4 thereto.  If the
price is paid through bank remittance, the payment date shall be the date on
which the price is remitted to the Seller’s account.  If the price is
paid through banking note (bill of exchange, promissory note, check), the
payment date shall be the date on which the price borne by such note arrives in
the Seller’s account.  If the price is paid in cash, the payment date
shall be the date on which cash is delivered.

        


        Article
4              Supplementary
to Article 10 of the Pre-sale Contract

        


        1.  If
the Seller exercises the right to terminate the contract due to the fact that
the Buyer fails to pay the price within the term set forth in the Pre-sale
Contract, the Seller shall have the right to deduct the default penalty and
deposit from the paid housing purchase price and refund the remainder to the
Buyer without interest.

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

        
 

        2.  The
Seller shall have the right to otherwise dispose the Commodity Housing from the
date on which the notice of the cancellation of the Pre-sale Contract and this
Supplementary Agreement is delivered by the Seller to the Buyer, and all the
income incurred from such disposal shall belong to the Seller.

        


        Article
5              Supplementary
to Article 8 of the Pre-sale Contract

        


        The Buyer
understands that the Commodity Housing is undergoing planning modification
procedures and the Buyer agrees to purchase the Commodity Housing and enter into
the Pre-sale Contract with the Seller.  The Seller shall handle the
internet execution procedure and filing registration with the Buyer within 7
days after the Seller completes the planning modification procedure and gives
the internet execution notice.

        


        The
change of the title registration area due to the planning modification shall be
handled in accordance with Article 14 of the main contract and Article 2 of this
Supplementary Agreement.

        


        After the
completion of the procedures set forth in this Article, the Buyer shall, after
the Seller’s notice through telephone or post mail, go through follow-up
procedures (including the mortgage) within 10 working days after the notice is
given by the Seller and shall submit to the bank and the law firm designated by
it all materials and fees eligible for the bank and necessary for the
application of the loan.  If the drawdown is delayed due to the
Buyer’s failure of the submission of the materials and fees in time, the Buyer
shall take the default responsibility of payment delay in accordance with
Article 10 of this Contract and Article 4 of this Supplementary
Agreement.  If the delay is for more than 60 days, the Seller shall
have the right to terminate the Contract unilaterally.

        


        Article
6              Supplementary
to Article 13 of the Pre-sale Contract

        


        If the
situations set forth in Item 1(2) in Article 13 of the Pre-sale Contract occur,
and the Seller does not receive the written notice from the Buyer regarding the
termination of the Pre-sale Contract and this Supplementary Agreement for more
than 30 days, it shall be deemed that the Buyer accepts the delivery delay of
the Commodity Housing, and the Pre-sale Contract and this Supplementary
Agreement shall continue to be performed.

        


        Article
7              Supplementary
to Article 15 of the Pre-sale Contract

        


        1.  After
the Commodity Housing satisfies the delivery conditions set forth in Article 15
of the Pre-sale Contract, the Seller shall send the written documents regarding
handling the delivery procedures of the Commodity Housing (i.e., the moving-in
notice) to the address set forth in Article 11 of this Supplementary
Agreement.  The Buyer shall handle the delivery procedures of the
Commodity Housing in the designated location within the term set forth in the
moving-in notice (i.e., the deliver term).

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        2.  If
the Buyer fails to fulfill the delivery procedures of the Commodity Housing in
the designated location within the term set forth in the moving in notice not
due to the Seller, from the expiration of the delivery term, it shall be deemed
that the Buyer agrees on the property management convention and property
management service fee standard approved by the government authority and accepts
the actual area data of the Commodity Housing issued by the real estate
authority.  Meanwhile, any right, obligation, property risk, insurance
responsibility relevant with the Commodity Housing and all fees payable
(including but not limited to, property management service fee, various taxes,
heat supply fee and any other fee) shall be transferred to be undertaken by the
Buyer and any loss or income incurred wherefrom shall be undertaken by the
Buyer.

        


        3.  Except
for reasonable causes confirmed by both parties to the Pre-sale Contract, the
Buyer shall have paid off all the payable housing purchase price, deed tax
payable in obtaining the title certificate, public facilities and equipments
maintenance funds and property management service fee and shall have submitted
necessary materials to the Seller in accordance with Appendix 5 of the Pre-sale
Contract while handling the delivery procedures of the Commodity
Housing.  Otherwise, the Seller shall have the right to delay the
delivery term of the Commodity Housing, without undertaking any default
liability, until the Buyer has paid off the abovementioned fees and has
submitted all the materials.

        


        4.  The
Buyer shall have the right to inspect and accept the Commodity Housing within
the term set forth in the moving-in notice but shall not reject to inspect and
accept the Commodity Housing if the Beijing Municipal Housing
Construction and Municipal Infrastructure Facilities Construction Completion
Inspection and Acceptance Filing Registration Table has been
obtained.

        


        5.  The
Buyer agrees that before the official foundation of the owners committee, the
property shall be managed by the property management company designated by the
Seller and after the official foundation of the owners committee, the committee
shall have the right to continue engaging the initial property management
company or engage another property management institution.

        


        Article
8              Supplementary
to Article 20 of the Pre-sale Contract

        


        The
Seller shall complete the title registration within 24 months after the relevant
materials submitted by the Buyer for the title registration have been completed
and eligible for the title registration.  If the Buyer does not obtain
the title certificate of the Commodity Housing within the term set forth in this
Article due to the Buyer or other persons or the real estate authority, the term
shall be postponed accordingly and the Seller shall not undertake any
liability.

        


        Article
9              Supplementary
to Article 19 of the Pre-sale Contract

        


        The usage
of the Commodity Housing by the Buyer shall conform to the general operation
plan of Baifu International Tower formulated by the Seller.

        


        Article
10            Supplementary
to Article 26 of the Pre-sale Contract

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        This
Supplementary Agreement and its appendixes are an integral part of the Pre-sale
Contract and shall have the same legal effect as the Pre-sale
Contract.  If there is any inconsistency between the stipulations of
this Supplementary Agreement and those of the Pre-sale Contract, this
Supplementary Agreement shall prevail.  Any change or any other form
of modification of the Pre-sale Contract and its appendixes shall be agreed upon
by both parties and made in writing.  This Contract and its appendixes
constitute a complete and binding legal document for both parties, which shall
be the final basis to determine the rights and obligations of both parties, and
shall substitute the consultation, commitments and letters or documents in any
other form issued by both parties previously.

        


        Article
11            Corresponding
Address

        


        The Buyer
warrants that its address, telephone, facsimile and other corresponding
addresses are authentic and valid, and if there is any change thereof, the Buyer
shall notify the Seller in writing within 5 days after such
change.  The Seller shall undertake no liability of notice delivery
delay due to wrong or invalid corresponding address of the Buyer.  The
notice shall be deemed to have been delivered on the date that such notice is
sent out.

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

        
 

        Appendix
4:  Agreements on Payment Method and Term

        


        Article
1              The
Buyer shall pay in accordance with item 1 below:

        


        1.  Lump-sum
payment.

        


        The total
price, which is RMB forty-seven million four
hundred and eighty-six thousand five hundred and sixty (RMB47486560) shall be
paid upon execution of this Contract.

        


        2.  Payment
by mortgage.

        


        (1)  First
installment:  RMB
×                                           ,
which is ×    %
of the total price.

        Payment
term:  paid upon execution of this Contract.

        


        (2)  The
remaining housing purchase price: RMB
×                                                  ,
which is ×    %
of the total price.

        Payment
term:  Party B shall provide all application materials and pay all the
fees necessary for the application of mortgage upon execution of this
Contact.

        If Party
B fails to execute the above mentioned application materials, provide relevant
documents or pay relevant fees in time or the above mentioned application
materials, relevant documents and fees provided or paid by Party B is in
eligible for the mortgage, which causes the loan from the bank does not arrive
in Party A’s account in time and amount set forth in this Contract, Party B may
change the payment method after obtaining Party A’s
confirmation.  Otherwise, it shall be deemed the payment is delayed
and Party A shall have the right to require Party B to undertake default
liability and handle the situation in accordance with Article 10 of the main
contract.

        


        Article
2              After
Party B obtains the loan from the bank for individual residence, Party B shall
repay the principle and the interest in time and full amount to the
bank.  If the loan repayment is overdue by Party B, which causes the
bank to deduct corresponding amount from Party A, Party B shall repay to Party A
the deducted amount within 15 days after the date on which Party B receives the
recovery notice from Party A (the delivery date of post mail or email) and pay
Party A 10% of the deducted amount as default penalty.

        


        Article
3              Within
the stage that Party A provides security for Party B’s loan, if the loan
repayment by Party B is overdue for more than 3 months or Party B fails to repay
Party A relevant amount of money more than 3 months after Party B receives the
recovery notice from Party A, Party A shall have the right to terminate this
Contract unilaterally and Party B shall pay Party A 10% of the purchase price as
default penalty.  Meanwhile, Party B shall undertake all the losses
incurred wherefrom.

        


        


        The Buyer
(signature and seal):

        


        Date:  __________________                          

         

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

                           

        Appendix
5:  Agreements on Decoration and Equipments Standard

        


        1. Heating
system:

        


        (1) Central heating;
[radiator] [floor heating] [
× ] wind
machine circling pipes;

        


        (2) Heating by unit: [gas
heater] [electronic
heating]
[ × ]
×                                                                       
 ;

        


        (3) Brand name of the heating
equipments:  Shanghai
Jun Zi Lan.

        


        2. Heat preservation
materials:

        


        (1) Heating preservation for
exterior
wall: extrusion
polystyrene board
for the podium building, heat preservation fire prevention cotton for the office
building;

        


        (2) Heating preservation for
interior wall: [plaster polystyrene board] [ × ] ×                                                   
 .

        


        3. Exterior wall:
glass
wall.

        


        4. Interior wall: stucco.

        


        5. Ceiling: plaster
suspended ceiling.

        


        6. Indoor floor: cement
floor.

        


        7. Doors and
windows:

        


        (1) Size of the exterior window structure
is: 800×1382, 800×1400;

        


        (2) Open method is:
open
from outside;

        


        (3) Material of the doors and
windows: double glass hollow bridge
cutoff aluminum alloy window.

        


        8.
Kitchen:

        


        (1) Ground: [cement floor]
[ceramic
tile]
[           ]
×                                                                 
;

        


        (2) Wall: [water proof
stucco] [ceramic tile]
[         ] ×                                                            
 ;

        


        (3) Ceiling: [cement floor]
[plaster
suspended ceiling] [           ]
×                         
                ;

        


        (4) Kitchen ware:
×                                                                                                           
            .

        


        9. Restroom:

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

        (1) Ground: ceramic
tile;

        


        (2) Wall: ceramic
tile;

        


        (3) Ceiling: plaster
suspended ceiling.

        


        10. Balcony: [plastic and
steel enclosed] [aluminum alloy enclosed] [bridge cutoff aluminum alloy
enclosed] [non-enclosed] [ × ] ×                                 .

        


        11.
Elevator:

        


        (1) Brand
name of the elevator: Shanghai Mitsubishi
Elevator;

        


        (2) Speed
of the elevator: 2.5 meters per
second;

        


        (3) Load
capacity of the elevator: 1000 kg.

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

        Appendix
6:  Property Management Service

        


        (The
contents of this appendix are consistent with the initial property management
service contract entered into between the Seller and the property management
enterprise.)

        


        I.  Contents
of Property Management Service

        


        
          	
                  1.  

                	
                  Daily
      maintenance and management of common areas of housings and constructions
      of the property.

                


        

         

        
          	
                  2.  

                	
                  Daily
      operation and maintenance of common facilities and equipments of the
      property.

                


        

         

        
          	
                  3.  

                	
                  Repair,
      maintenance and management of common facilities, equipments, ancillary
      constructions, service equipments within the red line area in the
      property’s planning.

                


        

         

        
          	
                  4.  

                	
                  Public
      security and safeguard and fire prevention management of common
      areas.

                


        

         

        
          	
                  5.  

                	
                  Management
      of public transportation and parking
areas.

                


        

         

        
          	
                  6.  

                	
                  Daily
      cleaning maintenance and regular cleaning of common
  areas.

                


        

         

        
          	
                  7.  

                	
                  Maintenance
      of common greenery.

                


        

         

        
          	
                  8.  

                	
                  Management
      service of decorations ornaments.

                


        

         

        
          	
                  9.  

                	
                  Front
      desk inquiry and mail
categorization.

                


        

         

        
          	
                  10.  

                	
                  Placement
      of flowers and plants and festival decoration of the
    property.

                


        

         

        
          	
                  11.  

                	
                  Onerous
      services engaged by special
arrangement.

                


        

         

        
          	
                  12.  

                	
                  Management
      of engineering drawings, owners’ profiles and completion inspection and
      acceptance materials relevant to the
property.

                


        

         

        
          	
                  13.  

                	
                  Collection
      of the following fees from owners and property users of the
      property:

                


        

         

        
          	
                  ·    
       

                	
                  property
      management service fee;

                


        

         

        
          	
                  ·    
       

                	
                  trusted
      collections and payments;

                


        

         

        
          	
                  ·    
       

                	
                  management
      fee for parking space.

                


        

         

        II.  Quality
of Property Management Service

        


        
          	
                  1.  

                	
                  Appearance
      of housings:  appearance is complete and tidy; marks and sings
      are obvious and in order; no private building or drawing in violation of
      the planning, no stain, no damage or falling off of exterior walls; the
      housing intact ratio shall be no less than
90%.

                


        

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

         

        
          	
                  2.  

                	
                  Equipments
      operation:  equipments are in good order and regular operation;
      no potential risk of accident; complete maintenance and repair
      regulations; regular maintenance and repair of equipments; eliminate
      potential risks of accident in time; the equipments intact ratio shall be
      no less than 98%.

                


        

         

        
          	
                  3.  

                	
                  Repair
      and maintenance of housings facilities and equipments:  examine
      housings and common facilities and equipments regularly; repair
      immediately after discovery of problems; the ratio of in time repair shall
      be 100% and the ratio of qualified repair shall be no less than
      98%.

                


        

         

        
          	
                  4.  

                	
                  Repair:  provide
      repair service to owners for 24 hours; arrive in the location to repair
      within 15 minutes after receiving owners’ repair report or appoint a
      repairing date with owners; establish return visit scheme and keep return
      visit records.

                


        

         

        
          	
                  5.  

                	
                  Scenery
      and greenery:  daily maintenance and management to greenery,
      flowers and plants; no miscellaneous object, weed on greenery, no trespass
      of greenery, no uncovered greenery; regular prune of flowers and plants;
      no dead branch or blight.

                


        

         

        
          	
                  6.  

                	
                  Public
      environment:  environment and sanitary facilities are complete
      and intact; common areas are clean and tidy; omnibearing ceaseless
      recycling cleaning area shall meet the standard that no discarded
      miscellaneous object on floors of common areas, no post on walls; regular
      clean of accumulated water and snow; regular eliminate of insects and
      mousse; make decorations on the tower during important
      festivals.

                


        

         

        
          	
                  7.  

                	
                  Public
      order maintenance:  establish positions of safeguards in main
      entrances and exits; go on inspection tour of safeguard for 24 hours;
      eliminate various potential risks in time; make handling plans for
      emergencies; guarantee owners’ safety; actively cooperate with local
      police station to handle illegal actions in the
  tower.

                


        

         

        
          	
                  8.  

                	
                  Management
      of cars:  mark lines within the area; marks and sign are
      complete; channelize efficiently and parking in
  order.

                


        

         

        
          	
                  9.  

                	
                  Management
      of fire prevention:  supervise for 24 hours; regular examine
      fire prevention facilities; ensure the intactness of the facilities and
      the facilities can be used in any time; regular fire prevention
      drill.

                


        

         

        
          	
                  10.  

                	
                  Management
      of decorations and ornaments:  daily inspection and record;
      correct violating actions; clear decoration trash in accordance with
      provisions; guarantee the safety and order of decoration
      management.

                


        

         

        Client
service:  system is complete; services of client service personnel are
in accordance with norms and warm; establish service telephone for 24 hours;
establish return visit scheme; the satisfaction ration of property management
service by owners and property users shall be no less than 90%.

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

        


         

        I.  Property
Management Service Fee Items and Price

         

        Property
Management Service Fee Items and Price Table of Baifu International
Tower

         

        
          	
                  Number

                	
                  Item

                	
                  
Price

                   

                
	
                  1

                	
                  Property
      Management Service Fee

                	
                  RMB23.24
      per square meter per 
month

                
	
                  2

                	
                  Electricity
      Fee

                	
                   

                  RMB1.00
      per KWH

                   

                
	
                  3

                	
                  Cold
      Water Fee

                	
                   

                  RMB5.60
      per ton

                   

                
	
                  4

                	
                  Gas
      Fee

                	
                   

                  RMB
      2.40 per cubic meter

                   

                
	
                  5

                	
                  Underground
      Parking Place Fee

                	
                   

                  Pending

                   

                
	
                  6

                	
                  Underground
      Parking Place Fee

                  (temporary
      parking)

                	
                  RMB2.5
      per parking place per 
hour

                
	
                  7

                	
                  Decoration
      Personnel Entrance Card Fee

                	
                  Deposit:  RMB30.00
      per card

                  plus
      RMB5.00 per card

                
	
                  8

                	
                  Decoration
      Deposit

                	
                  RMB20.00
      per square meter 
(shall be refunded)

                
	
                  9

                	
                  Decoration
      Trash Clear Fee

                	
                   

                  RMB4.00
      per square meter

                   

                
	
                  Note:  1.  Standard
      of various fees shall be accordingly adjusted in accordance with
      relevant regulations of the government.

                  2.  Increased
      fee items and price shall be notified
later.

                


        

        


         

        II.  Owners
Interim Convention

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

         

        Owners
Interim Convention

        


        
          Chapter
I    General
Rules

        

        


        Article
1             
In
accordance with the Regulations on
Property  Management and other relevant laws, regulations and
policies, the developer,  prior to the sale of the property, has
formulated this Convention to make provisions for the matters related to the
usage, maintenance and management of the property, the common interests of the
owners, the obligations to be performed  by the owners, and the
liabilities for breaching of this Convention, etc. pursuant to law.

        


        Article
2             
The
developer shall present and explain this Convention to the purchasers of the
property prior to selling such property to them.

        


        The
written commitments to this Convention made by the purchasers of the property
upon the execution of the property sale contract with the developer shall be
deemed as their recognition of the contents of this Convention.

        


        Article
3             
This
Convention shall be binding on the developer, the owners, and the property
users.

        


        Article
4             
Any
provisions related to the common interests of the owners in the initial property
management service agreement entered into by and between the developer and the
property management enterprise shall be consistent with this
Convention.

        


        
          Chapter
II    Basic
Information of the Property

        

        


        Article
5             
Basic
information of the property within the property management area:

         

        
          	Name
      of
      Property:              
      

                  Location:                              

                  Type
      of
      Property:               

                  Constructed
      area:              

                  


                	
                  Baifu International Tower
      ;

                  18
      Gongti East Road, Beijing;

                  Comprehensive;

                  101891m2.

                


        

         

        The
property management area is:

         

        
          
            	
                    East
      to:                                 

                    South
      to:                              

                    West
      to:                               

                    North
      to: 

                  	
                    Dong Da Qiao Xie
      Street;

                    North Chao Yang Road
      ;

                    Gongti East Road ;

                    Tian
      Zhao Restaurant .

                  


          

                                   

        

        Article
6             
In
accordance with the relevant laws and regulations and the property sales
contract, the owners shall have the ownership of the following common areas and
common facilities and equipments in the property:

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

         

        1.          
The common areas jointly owned by all the owners of an individual
building, including load-bearing structures, the main structure, the public
lobby, public hallways, public staircases, public restrooms, exterior walls,
roofing, etc. of such building;

        


        2.          
The
common facilities and equipments jointly owned by all the owners of an
individual building, including water supply equipment, sewage pipes, rainspouts,
lighting equipment, fire prevention equipment, lightning grounding equipment,
elevators, etc.

        


        3.           The
common areas and the common facilities and equipments owned jointly by all the
owners in the property management area, including the pool well, lighting
equipment,
rooms for common facilities and equipment, rooms for property management,
electricity transformation and distribution station room, telephone machine
room, reclaimed water processing station, heat exchange station, central air
conditioner cooling water machines, gas pressure adjustment station, water pump
room (livelihood, fire prevention), etc.

        


        Article
7             
In
accordance with the property sale contract, the developer shall have the
ownership of the following areas and facilities and equipments within the
property management area:

        


        
          	
                  1.  

                	
                  Underground
      garage;

                


        

        


        
          	
                  2.  

                	
                  Ancillary
      public buildings.

                


        

        


        The
exercise of the ownership of the above areas and facilities and equipments by
the developer shall not affect regular usage of the property by the property
purchaser.

        


        
          Chapter
III    Use
of the Property

        

        


        Article
8             
The
owners shall enjoy the right to possess, utilize, profit from, and dispose of
the proprietary areas of the property, but shall not affect regular usage of the
property by the other owners.

        


        Article
9             
The
owners shall abide by the provisions of laws and regulations and shall
appropriately deal with the relationship with adjacent owners in the aspects of
power supply, water supply, heat supply, gas supply, water draining, passing
through, ventilation, natural lighting, decoration and ornament, environment and
sanitary, environmental protection, etc., in the principle that is beneficiary
to the property usage, safety, tidiness and equality and fairness and not
harmful to public interest and interests of others.

        


        Article
10           
The
owners shall use the property for the planned purposes.  If it is
necessary to change the designed purposes due to special circumstances, the
owner shall, after obtaining the written consent of adjacent owners, obtain the
approvals from the relevant administrative authorities, and inform the property
management enterprise.

        


        Article
11           
If the
owner needs to decorate or install finishing in their property, he/she shall
notify the property management enterprise in advance and enter into a decoration
and finishing

         

        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

         

        management
service agreement with it.  The owner shall engage in the decoration
or finishing activities in accordance with the provisions in the decoration and
finishing management service agreement and in compliance with the matters of
attention in decorations or finishing, and must not engage in any prohibited
activities in decorations or finishing.

        


        Article
12           
The
owners shall place the materials for decorations or finishing and the garbage
thereof in the designated places and shall not occupy the common area and common
places of the property without permission.

        


        The time
for decoration or finishing within the property management area
is:  18:00 to 8:00 of the next day from Monday to Friday and national
holidays and public holidays.

        


        Article
13           
If
decoration or finishing affects regular usage of common areas, common facilities
and equipments of the property or infringes the legal interests of adjacent
owners, the owner shall immediately recover to the original situation and
undertake the corresponding compensation liability.

        


        Article
14           
The
owners shall reasonably use and shall not remove or change the common facilities
and equipments, such as water, electricity, gas, heat etc. in accordance with
relevant regulations.

        


        Article
15           
Driving
or parking vehicles in the property management area shall be in compliance with
the rules on vehicle driving and parking in the property management
area.

         

      

      
        
          
            
              
                	
                        1.  

                      	
                        
                          When
      driving a vehicle in the property management area, the speed shall be less
      than 15 km/h and whistling is
prohibited.

                        

                      


              

               

              
                	
                        2.  

                      	
                        When
      an owner of the property drives a vehicle into or out of the underground
      garage, he shall present the certificate as demanded.  When a
      vehicle which does not belong to the property area goes into the
      underground garage, an underground garage management personnel shall issue
      a timing certificate
      and such
      certificate shall be taken back by the personnel when the vehicle goes out
      of the underground garage and parking fee shall be charge in accordance
      with relevant regulations of the municipal
      government.

                      


              

               

              
                
                  
                    
                      	
                              3.  

                            	
                              Vehicles
      shall be parked in the designated parking place and shall not be parked in
      fire prevention passages, walkways, greenery, etc.  The parking
      place may only be used for parking vehicles.  It is prohibited
      to install any equipment in the parking place without
      permission. During the
      nighttime, thievery prevention alarm shall be
      muted and any noise occurred shall be muted immediately.  When
      parking a vehicle, it shall be ensured that doors have been locked and
      purse or other valuable objects have not been left in the
      vehicle.

                            


                    

                  

                

              

            

             

          

        

        Article
16           
The
following activities are prohibited in the property management
area:

        


        
          	
                  1.  

                	
                  To
      damage the load-bearing structures and the main structure of the property,
      destroy the property’s appearance, or change the designed purposes of the
      property without permission;

                


        

        
        

        
        

         

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

        

          


          
          

          
          

          
            	
                    2.  

                  	
                    To
      occupy or destroy the common area, the common facilities and equipment,
      and the relevant places of the property, or move the common facilities and
      equipments off of the property without
  permission;

                  


          

        

         

        
          	
                  3.  

                	
                  To
      put up or build buildings in the main structure or self use areas of the
      property housing in violation of regulations, or other actions in
      violation of relevant regulations of Beijing Municipal Bureau of Urban
      Management and Beijing Municipal Commission of Urban
    Planning;

                


        

        


        
          	
                  4.  

                	
                  To
      dump or abandon garbage or other various things in non-designated
      places;

                


        

        


        
          	
                  5.  

                	
                  To
      place or leave explosive, combustible, poisonous, or radioactive things,
      discharge toxic or harmful substances, or make noise in excess of the
      relevant standards;

                


        

        


        
          	
                  6.  

                	
                  To
      hang up, post, scrawl, chisel, or paint in the common area of the property
      or other relevant places without
permission;

                


        

        


        
          	
                  7.  

                	
                  To
      engage in activities that endanger public interest or infringe upon the
      legitimate rights and interests of others by taking use of the
      property;

                


        

        


        
          	
                  8.  

                	
                  Activities
      prohibited in relevant regulations of the property management enterprise
      in the property management area;

                


        

        


        
          	
                  9.  

                	
                  Other
      activities prohibited by laws and
regulations.

                


        

        


        Article
17           
It is
strictly prohibited for the owners or property users to raise animals in the
property management area.

        


        
          Chapter
IV    Property
Maintenance and Conservation

        

        


        Article
18           
The
maintenance and conservation by an owner of his or her specially owned area of
the property shall not affect the legitimate rights and interests of other
owners.

        


        Article 19           
If it is
necessary to enter the relevant owner’s specially owned area for maintenance and
conservation of the property, the entering owner or the property management
enterprise shall notify the relevant owner in advance and the relevant owner
shall provide necessary cooperation.  If any damage of the property or
other losses occurs due to the obstruction of the process of maintenance and
conservation by the relevant owner, the relevant owner shall be responsible to
repair or undertake the compensation liability.

        


        Article
20           
If any
emergency that endangers public interest or infringes upon the legitimate rights
and interests of the other owners occurs, and it is necessary to enter into the
specially owned area of the property promptly to conduct maintenance and
conservation but the relevant owner is unreachable, the property management
enterprise may explain the situation to the

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

        adjacent
owner and under the supervision of the third party (e.g., the local police
station), the property management enterprise may enter into the relevant owner’s
specially owned area of the property to conduct the maintenance and conservation
and it shall notify the relevant owner promptly and handle the problems arising
therefrom.

        


        Article
21           
If it is
necessary for an owner to temporarily occupy or dig roads or ground for
maintenance and conservation of the property or the pubic interest, the owner
shall obtain the consent of the developer and the property management enterprise
and recover to the original condition within the promised term.

        


        Article
22            Where
there is any hidden risk in the property that endangers the public interests or
the legitimate rights and interests of other owners, the responsible person
shall adopt measures to eliminate such hidden risk in a timely
manner.

        


        Article
23           
The
developer shall undertake the responsibility to repair the property during the
guaranteed period and within the guaranteed scope provided for by the
state.  If the developer refuses or delays the repairing of the
property during the guaranteed period and within the guaranteed scope, the
owners may repair by themselves or entrusting others and the repairing fees and
other losses incurred during the repairing period shall be undertaken by the
developer.

        


        Article
24            All the
owners within the property management area shall pay, use, and manage the
special maintenance funds pursuant to the relevant regulations.

        


        
          Chapter
V    Payment
of Property Management Service Fee

        

        


        Article
25           
The
standard of the property management service fee is RMB23.24 per square meter per
month.

         

        
          
                1.      
The owners shall pay the property management service fee to the property
management enterprise in accordance with regulations or agreements, and the
owner shall entrust others to pay on
their behalf or make up the payment promptly if the owners cannot promptly pay
the property management service fee by themselves.

          

           

          2.               
Upon handling the entering procedures, the owners shall pay the property
management service fee for 6 months in a lump-sum payment.  If the
entering procedures are overdue, the property management service fee shall be
calculated from and collected in accordance with the housing delivery date set
forth in the contract. The property
management service fee shall be paid quarterly thereafter and the payment time
shall be the first month of the subsequent quarter of the last
payment.

           

          
            
              3.               
If the owners transfer the property, they shall settle the property management
service fee with the property management enterprise.  If the property
is leased out, and it is agreed that the leaser shall pay the property
management service fee, such agreement shall be applied and the owners shall
undertake joint responsibility for the payment.

            

          

        

        
           

          
             

          

 

        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

         

        4.              
The standard of each item of the property management service fee shall be
adjusted in accordance with regulations by the relevant department of the
municipal government and resolutions of the owners’ general
meeting.

         

        Article
26           
Within
the property management area, the owners shall undertake all the property
management service fee of their empty housing from the delivery date of the
housing.

        


        Article
27           
The
parking fee of the underground garage shall be collected by the property
management enterprise from parking place users in the standard of RMB pending per parking
place per month.

        


        Article 28           
The
standard of the entrusted collection and payment of other relevant fees
collected by the property management enterprise from the owners or the property
users shall be implemented in accordance with relevant regulations by the
state.

        


        Article 29           
If the
owners entrust the property management enterprise to repair, maintain and
converse or conduct other specially appointed services for their self use area
and equipments, the owners shall pay relevant fees.

        


        
          Chapter
VI    Common
Interests of the Owners

        

        


        Article
30           
In order
to protect the common interests of the owners, all owners agree to grant the
property management enterprise the following rights in the property management
activities:

         

        
              1.      
Assisting the developer in formulating the rules and regulations for the use of
the common area and the common facilities and equipments of the property, public
order, environmental sanitation, etc., in accordance with this Convention;

        

         

        
              2.            
Adopting necessary
measures, such as criticizing, persuading, public releases, legal actions, etc.,
to prevent the owners or the property users from conducting activities that
violate this Convention and the relevant rules and
regulations.

           

          Article
31           
The
developer shall put up in a prominent place in the property management area a
notice board for posting property management rules and regulations, and notices
and notifications that shall be sent to the owners and the property
users.

        

        


        Article
32           
With the
property management area, the collection of the property management service fee
shall be an overall collection.  The owners shall pay the property
management service fee in time and in full amount in accordance with agreements
of the previous stage property management service contract.  The
property management service fee is the foundation to normally conduct property
management service activities and has connection with the common interests of
all the owners, therefore, the owner shall actively advocate and persuade the
owners whose fee is overdue to undertake the obligation of payment of the
property management service fee.

         

        
          
            
            

          

          
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        Article
33            An
owner utilizing the common areas and the common facilities and equipments of the
property to carry out business operations shall, after obtaining the consent of
the relevant owners and the property management enterprise, go through the
relevant formalities pursuant to the regulations.  The proceeds
obtained by such owner shall be mainly used to supplement the special
maintenance funds.

        


        
          Chapter
VII    Liabilities
for Breach of the Convention

        

        


        Article
34           
If an
owner, violating the provisions of this Convention related to the use,
maintenance, and management of the property, obstructs the normal use of the
property or causes damages to the property or causes other losses, the other
owners and the property management enterprise may bring a suit before a People’s
Court based on this Convention.

        


        Article
35           
If an
owner, violating the provisions of this Convention related to the common
interests of the owners, causes the common interests of all the owners are
infringed, the other owners and the property management enterprise may bring a
suit before a People’s Court based on this Convention.

        


        Article
36            For the
owners who refuse to pay the property management service fee, the property
management enterprise may take legitimate measures to urge the
payment.  If the owners fail to pay the property management service
fee in full amount in accordance with this Convention and the initial property
management service contract, the property management enterprise may charge the
daily default penalty of 0.3 percentage of the property management service fee
that should have been paid from the date on which the payment is
overdue.

        


        Article
37           
If the
developer fails to perform the obligations provided under this Convention, the
owners and the property management enterprise may make complaints with the
relevant administrative authorities, or bring a suit before a People’s Court
based on this Convention.

        


        
          Chapter
VIII    Miscellaneous

        

        


        Article
38           
Specially
owned area of the property referred to in this Convention means exclusive rooms,
spaces, ground and relevant facilities and equipments solely used by an
individual owner.  Common area, common facilities and equipments
referred to in this Convention mean rooms, spaces, ground and relevant
facilities and equipments within the property management area jointly owned or
used by multiple or all the owners, except the part specially owned by an
individual owner.

        


        Article 39           
The
owners shall, upon the transfer or lease of the property, notify the property
management enterprise in writing within one month after the execution of the
purchase contract or the lease contract and require the assignee of the property
to sign the Commitment Letter to this Convention or the leaser to undertake to
abide by this Convention in the lease agreement.

        


        Article
40           
The
owners shall comply with the provisions of relevant laws and regulations
regarding property management and this Convention, cooperate with the management
of the property management enterprise, appropriately handle neighborhood
relationship and comply with management implementing rules and regulations
formulated by the property management enterprise in accordance with relevant
regulations and this Convention.  Meanwhile, the owners shall
undertake that the property users and relevant personnel comply with this
Convention and relevant regulations and appropriately use the
property.

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

        
 

        Article
41           
Each of
the developer, the property management enterprise, and the owners shall keep a
copy of this Convention.

        


        Article
42           
This
Convention shall take effect from the date when the first owner signs the
Commitment Letter and shall be effective until the Owners Convention formulated
by the Owners’ General Meeting takes effect.

        


        


        V.   Other
agreement.

        


        


        


        COMMITMENT
LETTER

        


        I, as a
purchaser of Baifu International Tower (the name and specific location of the
property, the “Property”) and for the purpose
of protecting the common interests of all the owners in the property management
area, hereby commit as follows:

        


        1. I confirm
that I have carefully read the Owners Interim Convention of Baifu International
Tower formulated by Beijing Hengfu Plaza Development Co., Ltd. (the “Convention”).

        


        2. I agree
to comply with and advocate that other owners and property users comply with
this Convention;

        


        3. I agree
to take the relevant liabilities for the violation of this Convention, and agree
to take the joint liability for the activities of the property users that
violate this Convention;

        


        4. I agree
to obtain and deliver to the developer or the property management enterprise the
commitment letter to the Convention executed by the assignee upon the transfer
of the property.  This Commitment Letter shall remain in effect until
the developer or the property management enterprise receives the commitment
letter executed by the assignee of the property.

        


            

         

         

        
          Committed
by: (signature and seal)

          


          Date:  __________________                          

        

         

         

        
          
            
            

          

          
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        Appendix
7:  Agreements on Ancillary Buildings and Structures

        


        Both
parties agree that item 1 below shall be
applied to the ancillary buildings and structures, e.g., underground parking
spaces of the Commodity Housing.

        


        1.  When
the Seller sells the Commodity Housing, 20 underground parking spaces ancillary
to the Commodity Housing shall be transferred along with the Commodity
Housing.

        


        The price
for each underground parking space is RMB250,000.  For 20 underground
parking spaces, the total price is RMB5,000,000.

        


        2.  When
the Seller sells the Commodity Housing, × , × , × , and × which are ancillary
to the Commodity Housing shall not be transferred along with the Commodity
Housing.

         

         

        


      

      43