Unassociated Document


    Assets
Acquisition Agreement

     

    (No.
SO2009F01)

    


    This
Assets Acquisition Agreement (hereinafter the “Agreement”), is made on [Dec 22, 2009]  in
[Tianjin] by
and between:

    


    
      
        	
              	
                (1)

              	
                Tianjin
      SingOcean Public Utilities Development Co., Ltd, a limited liability
      company duly organised and validly existing under the laws of the People’s
      Republic of China, with its legal address at Gate 137 ,# 10,
      2nd St., Development
      Zone,Tianjin (hereinafter the “Seller”);

              


      

    

    
       

      
        	
              	
                (2)

              	
                Harbin Hengsheng Real
      Estate Development Co., Ltd., a limited liability company, duly
      organized and validly existing under the laws of the People's Republic of
      China, with its legal address at #90,Aidemengdun Rd.,
      Harbin ,(hereinafter the “Purchaser” ).

              


      

    

    


    Whereas:

     

    
      	
              1、

            	
              The
      Seller intends to sell self-owned construction-in-progress, land use
      right, gas pipeline, operating equipments and relative credits and debts
      (hereinafter collectively as the “Assets”);

            


    

     

    
      	
              2、

            	
              The
      Purchaser intends to purchase such Assets;
and

            


    

     

    
      	
              3、

            	
              After
      friendly negotiations on the acquisition of the Assets, the Seller agrees
      to sell, and the Purchaser agrees to buy the Assets under the terms and
      conditions of this Agreement.

            


    

    


    NOW THEREFORE, the Parties
hereby agree as follows:

    


    
      
        	
                1.

              	
                Definition
      and Interpretation

              


      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Unless
the terms or context of this Agreement are otherwise provided, this Agreement
shall be interpreted in accordance with, and each of the terms used herein shall
have the meaning described as follows:

     

     “Assets” is interpreted as
construction-in-progress, land use right, gas pipeline, operating equipments and
relative credits and debts owned by the Seller. More details are described in
Article 2 of this Agreement.

     

     “Handover” refers to the
actions under which the Seller shall transfer all the actual assets of Assets
and all documents and materials related to Assets to the Purchaser, and alter
the registration of the Purchaser as the owner of land use right and the
construction in progress.

     

     “Contractual Amount” refers to the total
amount that the Purchaser shall pay the Seller for the total Assets
pursuant to the related provisions under this Agreement.

     

     “Effective Day” refers
to the day when this Agreement comes into effect. More details are provided in
Article 16 of this Agreement.

     

    
      
        	
                2.

              	
                Assets

              


      

    

     

    
      	
              2.1

            	
              Construction-in-progress:Name of the
      Project: ________; Location:________; Area: Land occupied_________; Total
      building area:________________(subject to the actual area measured after
      the acceptance of the construction); Scope of the project:______________.
      (See details in Attachment I “List of
      Construction-in-Progress”)

            


    

     

    
      	
              2.2

            	
              Land: Owner of Land Use
      Right: _________________; Serial number of Land Use Right Certificate:
      __________________; Serial number of the land: _________________;
      Location: ________________; Area: _________________; Type of land use
      right: _________________; Category of land (usage): ______________;
      Termination of the right: ______________. (See details in Attachment I
      “List of Construction-in-Progress”)

            


    

     

    
      	
              2.3

            	
              Gas
      pipeline, operating equipments and other assets (See Details in Attachment
      II “List of Gas Pipeline, Operating Equipments and Other
      Assets”)

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.4

            	
              Relative
      Credits and Assets by the day of Nov. 30, 2009
      (Details described in Attachment “Breakdown of Relative Credits and
      Debts”)

            


    

    


    
      	
              3.

            	
              Contractual
      Amount

            


    

     

    Subject
to the terms and conditions of this Assets Acquisition Agreement, both the
Seller and the Purchaser agree that the overall value of the transaction in
relation to the purchase of Assets is RMB Forty Millions
(hereinafter the “Contractual
Amount”). Besides such contractual amount, the Purchaser shall bear all
the taxes and expenses in connection with this transaction (including any taxes
and expenses which shall be borne by the Seller pursuant to the laws and
regulations). The taxes and expenses aforesaid are not included in the
contractual amount.

    


    
      	
              4.

            	
              Payment
      Schedule of Contractual Amount

            


    

     

    
      	
              4.1

            	
              First
      Payment: the Purchaser agrees that within three days after the
      execution of this Agreement, the Purchaser shall pay RMB 5 million (RMB
      Five Million) to the Seller as the advance payment. Both parties agree
      that when this Agreement comes into effect, such advance payment shall be
      converted into the first installment of Contractual Amount paid by the
      Purchaser to the Seller; otherwise the Seller shall return such advance
      payment without any interest to the Purchaser within 25 days after the
      execution of this Agreement.

            


    

     

    
      	
              4.2

            	
              Second
      Payment: Within fifty days after the
      execution of this Agreement, the Purchaser shall pay RMB Forteen and a half
      millions.

            


    

     

    
      	
              4.3

            	
              Third
      Payment: Within
      twelve months after the execution of this Agreement, the
      Purchaser shall pay the remaining amount to the Seller, namely RMB twenty and a half
      millions.

            


    

     

    
      	
              4.4

            	
              All
      the taxes and expenses which shall be borne by the Seller pursuant to the
      laws and regulations in connection with this transaction shall be born by
      the Purchaser upon the Seller’s instructions immediately, following the
      Seller’s request any time.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Handover
      of the Assets

            


    

     

    
      	
              5.1

            	
              Within ten days
      after the Purchaser consummating the second installment, the
      Seller shall hand over all the copies of the purchase contract,
      specifications, drawings, repair warranty document relating to the Assets
      (excluding construction-in-progress, land use right and license of gas
      pipeline) to the Purchaser.

            


    

     

    
      	
              5.2

            	
              Within
      thirty days after
      the Purchaser consummating the second installment, the
      Seller shall obtain all the written consent on the debts transfer involved
      in the Assets (details described in Attachment III “Breakdown of the
      Relative Credits and Debts”) from the creditors respectively; and shall
      sent notices on the credit transfer involved in the Assets (details
      described in Attachment III “Breakdown of the Relative Credits and Debts”)
      to the debtors respectively.

            


    

     

    
      	
              5.3

            	
              Within
      twenty
      days after the Purchaser consummating the second
      installment, the Seller shall assist the Purchaser to process the
      registration on alteration of the ownership of construction-in-progress,
      land use right and license of gas
pipeline.

            


    

     

    
      	
              5.4

            	
              The
      Purchaser confirms that the Assets be purchased based on their current
      status. The Purchaser has a sufficient and detailed understanding on the
      current situation and defect of all the Assets. From the day when the
      Assets are handed over to the Purchaser from the Seller, the Seller shall
      not take any responsibilities on any quality problems, defects or expenses
      of the Assets. The Purchaser further confirms that after the relative
      credits and debts transferred to the Purchaser, the Seller shall not take
      any responsibilities on the performances of such credits and
      debts.

            


    

    


    
      	
              6.

            	
              Obligations,
      Liabilities, Taxes, Expenses and Risks Annexed to the
    Assets

            


    

     

    The
obligations, liabilities, taxes, expenses and risks annexed to the Assets which
occur before the handing over(physical delivery
shall prevail in the handover of construction-in-process、land use right and
gas pipeline, etc) to the Purchaser
shall be borne by the Seller; Those occur after the handing over to the
Purchaser shall be borne by the Purchaser.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Representation
      and Warranty

            


    

     

    
      	
              7.1

            	
              The
      Seller’s Representation and
Warranty

            


    

     

    
      	
              7.1.1

            	
              The
      Seller, a limited liability company organized and established under the
      laws of PRC, is in full legal possession of all Assets, including but not
      limited to construction-in-progress, land use right, gas pipeline,
      operating equipments. The Seller guarantees that it has the full legal
      right to transfer the Assets to the
Purchaser.

            


    

    


    
      	
              7.1.2

            	
              。There is no
      violation of any applicable PRC Law with respect to this Agreement. The
      Seller has not leased or sold any portion of its Assets to any other
      parties. No party other than the Seller has any right to use or occupy any
      part of the Assets. There are no limited rights such as mortgage,
      guarantee rights, sealing up, detaining and freezing on the Assets. There
      are no actions relating to the current use or occupancy of the Assets
      pending or, to the best knowledge of the Seller,
    threatened.

            


    

     

    
      	
              7.2

            	
              The
      Purchaser’s Representation and
Warranty

            


    

     

    The
Purchaser, a limited liability company organized and established under the laws
of PRC, undertakes to pay to the Seller the amount provided on article 4 of this
Agreement.

    


    
      	
              8.

            	
              Responsibility
      of Breach of this Agreement

            


    

     

    Should
any Party violates its representations or warranties provided in this Agreement,
the other Party shall have the right to forthwith terminate this Agreement and
claim for all the damages and losses caused by the breach, including but not
limited to the direct or indirect economic losses, litigation or arbitration
expenses, reasonable attorney fees, etc.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Force
      Majeure

            


    

     

    In the
event that any party fails to perform the obligations under this Agreement due
to any objective and unforeseeable circumstances, which are also unavoidable and
insurmountable, the affected party shall not assume any liability of
default.

    


    
      	
              10.

            	
              Confidentiality

            


    

     

    During
the term of this Agreement and ___two___ years after
the expiration of this Agreement, no Party shall disclose any information with
relation to this Agreement to any other individuals, entities or companies no
matter they are  the competitors of the other party or
not.

    


    
      	
              11.

            	
              Notices

            


    

     

    
      	
              11.1

            	
              Any
      notice prescribed in this Agreement shall be written and given or served
      by facsimile or by the appointed person. Any notice given or served by
      courier shall be deemed to have been given or served on the 3rd day after
      it was duly couriered. If by telephone, email and other methods, it shall
      be deemed to have been given upon the written confirmation of the
      recipient.

            


    

     

    
      	
              11.2

            	
              Each
      party’s alteration of the method or contact information of notice shall be
      noticed to the other party within 3 days after such alteration occurred.
      If failed, the alteration party shall take all the legal liabilities
      resulted.

            


    

     

    To the
Seller, the information of the recipient, address, post code, facsimile and
email as follows:

     

    Addressee:____________     Position:
_____________

     

    Address:
_____________   Post Code: ______________

     

    Facsimile
Number:____________   Email:_________________

     

    To the
Purchaser, the information of the recipient, address, post code, facsimile and
email as follows:

    Addressee:____________     Position:
_________

     

    Address:________________  Post
Code:___________

     

    Facsimile
Number:___________   Email:_____________

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      	
              12.

            	
              Dispute
      Resolution

            


    

     

    Any
dispute, controversy or claim arising from the interpretation or performance of,
or in connection with this Agreement will be settled by arbitration at Tianjin
Arbitration Commission in accordance with its rules in effect at the time of
arbitration. The arbitration awards shall be legally binding on the
Parties.

    


    
      	
              13.

            	
              Severability

            


    

     

    Each
clause of this Agreement shall be considered severable. The invalidity of any
provision of this Agreement shall not affect the validity of any other provision
of this Agreement.

    


    
      	
              14.

            	
              Headings

            


    

     

    Headings
are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement.

    


    
      	
              15.

            	
              Entire
      Agreement

            


    

     

    
      	
              15.1

            	
              This
      Agreement constitute the entire agreement between the Parties hereto with
      respect to the subject matter of this Agreement and supersede all prior
      discussions, negotiations and
agreements.

            


    

     

    
      	
              15.2

            	
              Any
      amendment of this Agreement shall be made in writing, implicated being in
      connection with this Agreement and signed by duly authorized
      representative of each party.

            


    

    


    
      	
              16.

            	
              Effective
      Conditions of This Agreement

            


    

     

    This
Agreement shall become effective when the following items are
satisfied:

     

    (1)Both the Seller
and the Purchaser have signed and sealed on this Agreement; and

     

    (2)Within 15 days
after the execution of this Agreement, the Purchaser has received the Seller’s
notice on the consent of the sale of the Assets from the board
meeting.

    


    
      	
              17.

            	
              Waiver

            


    

     

    Either
Party's failure to exercise or delay in exercising any right, power or privilege
under this Agreement shall not be deemed as a waiver thereof, and any single or
partial exercise of any right, power or privilege shall not preclude the
exercise of any other right, power or privilege.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              18.

            	
              Original

            


    

     

    
      	
              18.1

            	
              This
      Agreement is executed in _five copies of
      the original, each Party retains one copy of the
      original, and other _three copies
      of the original shall be kept by the Seller to handle related
      procedures.

            


    

     

    
      	
              18.2

            	
              In
      the event that it is necessary for the two parties to execute an assets
      transfer agreement separately on partial Assets when handling the
      ownership alteration registration or any situation mutually agreed by both
      parties occurred, both parties agree to execute the agreement aforesaid
      separately. Notwithstanding aforesaid, such separated agreement shall not
      conflict with this Agreement. If conflicted, this Agreement shall
      prevail.

            


    

    


    
      List
of Attachments

    

    


     

    
      	
              Attachment
      I:

            	
              List
      of Construction-in-Progress (including the photocopies of the
      certificates);

            


    

     

    
      	
              Attachment
      II:

            	
              List
      of Gas Pipeline, Operating Equipments and Other
  Assets

            


    

     

    
      	
              Attachment
      III:

            	
              Breakdown
      of Relative Credits and Debts

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    [Signature
Page]

     

    Seller:
Tianjin SingOcean Public Utilities Development Co., Ltd

     

    Signature
of Authorized Representative:

     

    Date:Dec
22,2009

    


    Purchaser: Harbin
Hengsheng Real Estate Development Co., Ltd.

     

    Signature
of Authorized Representative:

     

    Date:Dec
22,2009

     

    
      
        
        

      

      
        9