Unassociated Document


    [This
document has been translated from Chinese to English]

    


    Loan
Agreement

    


    Agreement No.: Jian Shan Ying
Wei Dai (2011) No.001

    Loan Type: Institutional
Loan

    


    Borrower (“Party A”): Xi’an
Xinxing Real Estate Development Co., Ltd.

    Address: No.9, Baqiao South
Road, Baqiao District, Xi’an

    Zip Code: 710054

    Telephone:
029-82582640

    Facsimile:
029-82582640

    Legal Representative
(Principal): Pingji Lu

    


    Entrusted Lender (“Party B”):
Tianjin Cube Xinde Equity Investment Fund
Partnership (Limited Partnership) 

    Address: Room J314, 3/F, No,6
Building, Coastal Financial Street, No.52, Xincheng West Road, Development Zone,
Tianjin.

    Zip Code: 300475

    Telephone:
13911050265

    Facsimile:
+85225258003

    Legal Representative
(Principal): Ruifeng Dai

    


    Agent (“Party C”): China
Construction Bank Corporation Shaanxi Branch

    Address: No. 38, Guangji South
Street, Xi’an

    Zip Code: 710002

    Telephone:
029-87606682

    Facsimile:
029-87606694

    Principal: Binzhou
Cui

    


    Upon the
application of Party A, Party B authorizes Party C to provide an Loan to Party
A.  Party A, Party B and Party C, upon mutual discussion and
negotiation, have reached the agreement, to jointly abide by and perform this
agreement (the “Agreement”).

    


    Terms

    


    Article 1:  Loan
Amount

     

    
      	
              1.

            	
              Party
      B authorizes Party C to provide Party A the Loan in the amount of RMB
      49,721,706.86
      Yuan (the “Loan”).

            


    

     

    Article 2:  Loan
Purpose

     

    
      	
              1.

            	
              Party
      A shall use the Loan for the BT cooperation project between its affiliated
      company, namely the Xi’an Xindadi Technology Development Co., Ltd. and the
      Baqiao District Government. Party B hereby warrants such usage complies
      with the relevant state laws, regulations, rules and policies. Without the
      consent of Party B and informing Party C in writing, Party A shall not
      change the purpose of the Loan.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Article 3:  Term
of the Loan

     

    
      	
              1.

            	
              The
      term of the Loan hereunder shall be twelve (12) months (the “Term”), from January 28,
      2011 (the “Commencement
      Date”) to January 27, 2012 (the “Maturity
      Date”).  Party B shall have the authority to decide to
      grant Party A an extension of no more than six (6)
  months.

            


    

     

    
      	
              2.

            	
              If
      the Commencement Date of the Term hereunder is inconsistent with the Loan
      transfer certificate (the “Loan Receipt”), the
      actual provision date recorded on the first Loan Receipt shall prevail,
      and the Maturity Date of the Loan stipulated in Clause 1 of this Article
      shall be adjusted accordingly. The Loan Receipt shall constitute a part of
      this Agreement and shall have the same legal effect as this
      Agreement.

            


    

     

    Article
4:  Interest Rate, Calculation and Settlement of the
Loan

     

    
      	
              1.

            	
              The
      interest rate of the Loan hereunder shall be a fixed annual interest rate
      of 9.6% (the “Interest
      Rate”).

            


    

     

    
      	
              2.

            	
              The
      interest calculation and settlement methods of the Loan hereunder shall be
      calculated monthly and assuming 360 days per year based on the actual
      drawing amount and the occupation days as of the drawing day. When
      repaying the Loan in advanced or repaying in accordance with the
      redemption schedule hereof, the interest shall be repaid with the
      principal.

            


    

     

    Article
5:  Deposition of the Entrusted Fund and the Provision of the
Loan

     

    
      	
              1.

            	
              Party
      B shall deposit the full Loan amount with Party C before the provision
      date provided in the Loan provision notice (the “Entrusted
      Fund”).  The Loan fund account (the “Loan Account”) hereunder
      shall not be the deposit account of Party B at Party C. The balance of the
      Loan Account is not the deposit balance of Party B at Party C. The Loan
      Account is opened solely for internal accounting arrangement purposes, and
      the balance of which shall not be calculated and shall not receive
      interest.

            


    

     

    
      	
              2.

            	
              The
      prerequisites for the provision of the
Loan:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      C has received the Entrusted Funds and such funds is not frozen and
      deducted by the competent organs;

            


    

     

    
      	
               
      

            	
              (2)

            	
              Party
      C has received the Loan provision notice of Party
  B;

            


    

     

    
      	
               
      

            	
              (3)

            	
              Where
      the Loan hereunder is foreign currency, Party A has opened a foreign
      exchange deposit account;

            


    

     

    
      	
               
      

            	
              (4)

            	
              Party
      A and Party B have not violated any provisions hereunder;
    and

            


    

     

    
      	
               
      

            	
              (5)

            	
              Other
      requirements:
 

              (reserved)

            


    

     

    
      	
              3.

            	
              If
      the Entrusted Fund actually deposited by Party B is less than the agreed
      Loan amount, Party C has the right to refuse to provide the Loan to Party
      A.  Provided that Party B instructs Party A to accept the Loan
      in compliance with the actual deposited fund in the Loan provision notice,
      Party C may provide according to the actual deposited fund and Party A
      shall not file an opposition to such
provision.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              The
      Loan shall be provided in a lump
sum.

            


    

     

    
      	
              5.

            	
              In
      the event that Party C does not provide the Loan in compliance with the
      provisions hereunder due to Party A, Party B shall assume the
      responsibility to Party A solely and independently, and Party C shall not
      be held liable.

            


    

     

    Article
6:  Guarantee of the Loan

     

    
      	
              1.

            	
              The
      guarantee manner to be adopted for the Loan hereunder (the “Guarantee”) shall be
      item (2) below:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      B enters a guarantee agreement by
itself;

            


    

     

    
      	
               
      

            	
              (2)

            	
              Party
      B entrusts Party C to enter a guarantee agreement in the name of Party
      C;

            


    

     

    
      	
               
      

            	
              (3)

            	
              Provide
      the Junjingyuan Phase II commercial estate under the title of Xi’an
      Xinxing Real Estate Development Co,
Ltd.

            


    

     

    
      	
              2.

            	
              If
      the Guarantee needs to be registered, Party B shall register
      it.  Party C may file on behalf of Party B should Party C
      agree.

            


    

     

    
      	
              3.

            	
              Even
      if the guarantee agreement is entered in the name of Party C, even if the
      Guarantee is registered with Party C as the guaranteed party, Party C
      shall only serve as the agent, and all the Guarantee rights and interests
      and relevant liabilities and risks shall reside with Party
    B.

            


    

     

    
      	
              4.

            	
              Unless
      Party B and Party C have reached a written agreement otherwise, Party B
      shall be obliged to supervise the Guarantee and the collateral
      thereunder.

            


    

     

    
      	
              5.

            	
              In
      the event that Party B loses its Guarantee rights and interests and
      suffers damage as a result of the fault of Party C, Party C shall
      compensate the direct damages according to the extent of its fault.
      However, the compensation liability of Party C shall not exceed the value
      that will be inevitably realized had the Guarantee rights and interests
      not been lost.

            


    

     

    Article
7:  Repayment

     

    
      	
              1.

            	
              Repayment
      of Principal

            


    

     

    
      	
               
      

            	
              (1)

            	
              Unless
      Party A and Party B have reach a written agreement separately and give a
      written notice to Party C, repayment by Party A under this Agreement shall
      be in accordance with the principle of “interest first, principal follows
      and interest shall be paid off with principal
    simultaneously”.

            


    

     

    
      	
              2.

            	
              Repayment
      of Interest

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      A shall pay matured interest to Party B through Party C on the settlement
      date. The first payment date shall be the first settlement date after the
      issuance of the Loan. After the last payment of the Loan is made, the
      interest shall be paid off with principal
  simultaneously.

            


    

     

    
      	
              3.

            	
              Repayment
      of Principal

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      A shall make payments of principal according to the following
      schedule:

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              a.

            	
              Make
      a one-time repayment of the Loan principal on the aforementioned Maturity
      Date of the Loan, or make a pre-payment according to the specific
      requirements of the Lender.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      any adjustment on the above repayment, Party A and Party B shall form a
      written agreement separately and give a written notice to Party
      C.

            


    

     

    
      	
              4.

            	
              Repayment
      Method

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      A shall, before the repayment date and interest payment date as agreed
      upon under this Agreement, reserve enough amount on the account set up by
      Party C for the current payment and voluntarily make repayment transfer
      (Party C also is entitled to make repayment from this account), or make
      repayment transfer from other
accounts.

            


    

     

    
      	
              5.

            	
              Early
      Repayment

            


    

     

    
      	
               
      

            	
              (1)

            	
              Given
      that both Party A and Party B agree and give written notice to Party C,
      Party A can make early repayment on part of or all of the principal and
      interest of the Loan.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Early
      repayment by Party A shall be made in accordance with the actual Loan
      period and the Loan interest agreed by this Agreement to calculate the
      total interest.

            


    

     

    
      	
               
      

            	
              (3)

            	
              When
      Party A’s repayment is made by installments, if early repayment on part of
      principal is to be made, it shall be made according to the opposite order
      of installment schedule. After the early payment, the Loan balance shall
      be paid in accordance with the Interest Rate as agreed under this
      Agreement.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Party
      C shall not refund the handling fee of the Loans if early repayment is
      made.

            


    

     

    
      	
              6.

            	
              Repayment
      Transfer

            


    

     

    
      	
               
      

            	
              (1)

            	
              All
      the repayments by Party A shall be made to Party B through Party C, and
      not directly to Party B.  Party C shall promptly notify Party B
      upon any received repayment from Party A.  If Party B receives
      direct repayment from Party A, it shall notify Party C immediately, and
      return the amount to Party C, who shall enter such amount into the account
      according to the regular repayment
procedure.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      Party A or Party B breaches the above agreed arrangement, leading to the
      Party C’s inability to handle the account or to perform the duty of
      withholding and payment of taxes promptly and accurately, the liabilities
      resulted thereof shall be held jointly by Party A and Party
    B.

            


    

     

    
      	
              7.

            	
              Repayment
      Principle when Multiple Current Payments
Due

            


    

     

    
      	
               
      

            	
              (1)

            	
              Among
      the Loans due, if there is the Loan from Party B to Party A through the
      entrustment of Party C, and there is self-arranged loan from Party C to
      Party A directly, and Party A does not clearly indicate for which loan the
      repayment is designated, the repayment shall go to the self-arranged loan
      first, Party C also is entitled to make repayment from Party A’s account
      with Party C to make repayment to Party C’s self-arranged loan
      first.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      multiple loans from Party B to Party A through the entrustment of Party C
      are due, and Party A did not clearly indicate for which loan the repayment
      is designated, Party C shall determine the order of
    payment.

            


    

     

    Article
8:  Withholding and Payment of Business Tax and Other
Taxes

     

    
      	
              1.

            	
              If
      Party A and Party B shall pay business taxes and other taxes on the Loan
      activities according to the relevant laws and regulations, Party A and
      Party B shall report and pay on their own initiative.  Party C
      does not have the responsibility to withhold such tax and make such
      payments.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    Article
9:  Handling fee and other Fees.

     

    
      	
              1.

            	
              Handling
      fee under this Agreement shall be made as agreed upon under item (1) as
      below:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Paid
      by Party A

            


    

     

    
      	
               
      

            	
              (2)

            	
              Paid
      by Party B

            


    

     

    
      	
               
      

            	
              (3)

            	
              ______%
      paid by Party A, _______% paid by Party
B.

            


    

     

    
      	
              2.

            	
              The
      paying party shall pay to Party C the handling fee of the Loan
      sufficiently and on time, despite whether Party A has made repayment of
      the Loan principal and interest on schedule or regardless of other
      breaches.  If the Loan between Party A and Party B or the
      entrustment between Party B and Party C is deemed invalid, the handling
      fees collected by Party C shall not be returned, and the paying party
      shall take the responsibility of paying the balance of the handling fee
      that has not been paid.

            


    

     

    
      	
              3.

            	
              Payment
      Standard, Payment Schedule, and Payment Method of the Handling
      Fee:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      A shall pay Party C a handling fee based on annual interest of 0.15%,
      Party A shall make a one-time payment of handling fee to Party B on the
      issuance date of the Loans.

            


    

     

    
      	
              4.

            	
              If
      the paying party of the handling fee does not make payment according to
      the above arrangements, for everyday over due, Party C has right to
      collect penalty based on 0.005% of the handling fee, and to draw the above
      penalty and handing charge from any of the account in any currency that
      Party A or Party B have with Party C, or from the repayment amount of the
      principal or interest.

            


    

     

    
      	
              5.

            	
              Any
      fees for attorney service, insurance, appraisal, registration,
      safe-keeping, verification, notarization under this Agreement and relevant
      to the warranties under this Agreement, shall be undertaken by Party
      A.

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      C shall not undertake any charges or fees under this
      Agreement.  If Party C advanced any payments under this
      Agreement (including but not limited to litigation fees, attorney fees,
      registration fees, notarization fees, announcement fees, etc), Party A
      shall reimburse Party C in ten (10) working days after receiving written
      notice from Party C, otherwise Party C can charge the same amount on Party
      A’s or Party B’s account with Party
C.

            


    

     

    
      	
              6.

            	
              Party
      A and Party B shall be held jointly liable for obligations to Party C
      under this Agreement.

            


    

     

    Article 10:  Party
A’s Rights and Obligations

     

    
      	
              1.

            	
              Party
      A’s Rights:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      A is entitled to demand Party B to notify Party C to issue the Loan as
      agreed upon under this Agreement.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Party
      A is entitled to use this Loan according to the purpose as agreed upon
      under this Agreement.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Given
      compliance with the rules stipulated by Party B, Party A is entitled to
      make a loan-extension application, and after obtaining consent from Party
      B and Party C, the three parties shall form an extension
      agreement.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (4)

            	
              Party
      A is entitled to demand Party B and Party C keep confidential the
      materials submitted by Party A, unless the laws, regulations, and this
      Agreement require otherwise.

            


    

     

    
      	
               
      

            	
              (5)

            	
              Party
      A is entitled to refuse the solicitation of bribes by employees of Party B
      or Party C, and to report to the relevant regulatory agencies about such
      acts or any other illegal acts by Party B and Party
  C.

            


    

     

    
      	
              2.

            	
              Party
      A’s obligations:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      A shall make use of the Loan for the purpose specified under this
      Agreement, without diversion and misappropriation of the Loan, diligently
      coordinate with Party B on the verification and monitoring of the use of
      the Loan under this Agreement, provide to Party B the financial accounting
      materials, production and operating materials, as well as any other
      related materials and information, and guarantee that all the materials
      and information provided are true, complete and
  valid.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Upon
      the occurance of any of the following, Party A shall immediately give
      written notice to Party B:

            


    

     

    
      	
               
      

            	
              a.

            	
              Act
      as a contractor, trust (takeover), lease, shareholding reformation,
      investment, joint operation, merger, consolidation, acquisition,
      reorganization, division, equity joint venture, application for suspension
      of operation for rectification, application for dissolution, application
      for bankruptcy (or forced), change of the shareholders or actual
      controllers, major asset transfer, ceasation of production, ceasation of
      operations, heavy penalty by authorities, de-registration, revocation of
      business license, major legal disputes, severe difficulties in production
      and operation, deterioration of the financial circumstances,
      non-performance of the legal person and
  executives.

            


    

     

    
      	
               
      

            	
              b.

            	
              If
      Party A changes its name, legal person (executive), address, business
      scope, registered capital or articles of association or any other items
      contained in the registration with the Administration for Industry and
      Commerce changed.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Any
      other obligations as agreed upon under this
  Agreement.

            


    

     

    Article 11:  Party
B’s Rights and Obligations

     

    
      	
              1.

            	
              Party
      B, as the Lender of this Agreement, shall enjoy all of the entitlements
      and benefits as the Lender, and undertake all relevant obligations,
      liabilities and risks that the Lender shall
  undertake.

            


    

     

    
      	
              2.

            	
              Party
      B shall independently inspect the feasibility of the Loan and compliance
      with the laws and regulations, the credit, repayment abilities,
      performance abilities of Party A and/or the guarantor, make its
      independent judgments, and independently undertake the risk of failure to
      recall the Loan on schedule and in full
amount.

            


    

     

    
      	
              3.

            	
              After
      the issuance of the Loan amount, Party B shall keep monitoring Party A’s
      use of the Loan, pay close attention to the operation, financial situation
      and repayment abilities of Party A, adopt immediate and proper measures
      when anything happens to Party A that may affect the realization of the
      Lender’s rights. Party B shall understand and agree that Party C does not
      have any of the above obligations.

            


    

     

    
      	
              4.

            	
              Regardless
      of the repayment by Party A of the principal and interest on the Loan, and
      any existence of breach or illegal acts, or the invalidity of the Loan,
      Party B’s obligation to Party C under this Agreement shall not be
      affected.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              5.

            	
              Party
      B is entitled to inspect and monitor the use of the Loan by Party A, and
      to demand Party A to provide the financial accounting materials,
      production and operating materials, and keep confidential of the above
      materials, unless the laws and regulations, or authorities require
      otherwise.

            


    

     

    
      	
              6.

            	
              After
      the due date of the Loan, Party B shall, as necessary, collect promptly,
      institute legal proceedings against Party A and guarantors promptly, apply
      for execution, apply for creditor’s right in bankruptcy proceedings and
      adopt any other remedial measures permitted by the law, and not demand
      Party C to undertake the liability on the basis that Party C has an
      obligation to assist with recalling of the
Loan.

            


    

     

    
      	
              7.

            	
              The
      instructions from Party B to Party C shall be timely, explicit, complete
      and consistent, in accordance with the law and the terms of this
      Agreement, otherwise Party C is entitled to refuse performing, and any
      consequences resulting therefrom shall be born by Party B. Any legal
      consequences resulted from the performance by Party C of Party B’s
      instructions shall be born by Party
B.

            


    

     

    
      	
              8.

            	
              Party
      B shall not demand Party C  issue any deposit certificate on the
      entrusted amount. Even if Party C has issued deposit certificate on the
      entrusted amount in any form, Party B shall not transfer or pledge the
      certificate or make any disposition, and Party B shall return the said
      certificate to Party C before Party C issued to Loan to Party A, and Party
      B shall not demand Party C to pay or undertake any legal obligations based
      upon the deposit certificate.

            


    

     

    
      	
              9.

            	
              Any
      other rights and obligations by Party B as agreed upon under this
      Agreement.

            


    

     

    Article 12:  Party
C’s Rights and Obligations

     

    
      	
              1.

            	
              Party
      C shall assist Party B with monitoring Party A’s use of Loan as agreed
      upon under this Agreement.

            


    

     

    
      	
               
      

            	
              Assist
      with monitoring shall mean that, Party C shall provide to Party B the
      monthly account statements when Party B issues each portion of the Loan to
      Party A’s account with Party C from the setup date of the
      account.

            


    

     

    
      	
              2.

            	
              Party
      C is entitled to report any of Party A’s information on the Loan to Party
      B, as well as information on Party A’s savings, Loan, and balance with
      Party C to Party B.

            


    

     

    
      	
              3.

            	
              Party
      C shall not be responsible for any disputes between or illegal acts of
      Party A and Party B.

            


    

     

    
      	
              4.

            	
              If
      Party A cannot repay the Loan on time and in full, and Party C has paid
      the damages to Party B based upon the court judgments or arbitration
      results, Party B’s rights to Party A and the guarantors shall be fully
      transferred to Party C, Party A shall not object to the above rights
      transfer, and shall promise to perform the obligations and
      responsibilities to Party C after the receipt of written notice by Party
      C.

            


    

     

    
      	
              5.

            	
              Party
      C shall assist Party B to recall the Loans according to the following
      schedule:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Before
      the principal due date (including the principal due dates of the
      installments):

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              a.

            	
              Party
      C shall calculate the interest on the Loans as agreed upon under this
      Agreement. After each payment by Party A, Party C shall finish the account
      handling, and report to Party B the payment amount by Party A, payment
      time and the balance of the Loan, Party B shall promptly verify such
      information after receiving the report from Party C.  If any
      doubts or disputes on the reported account information arise, Party B
      shall notify Party C in written form within five (5) business days after
      receiving such report, if Party B does not raise the a dispute as agreed
      above, resulting in losses by Party B or Party A, Party C shall not be
      held responsible for such losses. If Party A does not make interest
      payments on time on the interest payment date, Party C shall notify Party
      B in written form.

            


    

     

    
      	
               
      

            	
              (2)

            	
              After
      the principal of the Loan is due

            


    

     

    
      	
               
      

            	
              a.

            	
              After
      the principal of the Loan is due, Party A shall make repayments in full
      and on time, Party C shall enter the repayment into account according to
      the regular repayment procedure and notify Party B. If Party A does not
      make full repayment of the principal on time, Party C shall give a written
      notification to Party B about such overdue amount, and make collection
      efforts once within one (1) month. Party C shall only issue a written
      notice of collection to the supplied information of recipient name,
      address or phone (fax), and it shall be deemed that Party C has performed
      the obligation of assisting with the recalling of overdue
      Loan.

            


    

     

    
      	
               
      

            	
              b.

            	
              After
      the principal becomes due, if Party B still wishes to entrust Party C to
      continue assisting with the Loan collection, it shall sign a written
      entrustment agreement separately with Party C. If both parties have not
      signed a written entrustment agreement within one (1) month after the
      principal due date, all the obligations of Party C under this Agreement
      shall be automatically terminated, Party C is entitled to verify and write
      off the related account of the Loan under this
  Agreement.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      obligation of Party C to assist Party B with Loan collection is limited to
      the agreement of this Article.

            


    

     

    
      	
              6.

            	
              Party
      C is neither obligated to participate in any related litigation
      proceedings, arbitration, bankruptcy procedures with the entrustment and
      its grantee, nor obligated to dispose the repayment assets for Party
      B.

            


    

     

    Article
13:  Liabilities for Breach of Agreement

     

    
      	
              1.

            	
              Breaching
      by Party A and its Liabilities

            


    

     

    
      	
               
      

            	
              (1)

            	
              Breach
      by Party A includes:

            


    

     

    
      	
               
      

            	
              a.

            	
              Any
      agreement made breaching this
Agreement;

            


    

     

    
      	
               
      

            	
              b.

            	
              In
      the opinion of Party B, any circumstances that affects the realization of
      the Lender’s rights.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Liabilities
      for Party A’s breach

            


    

     

    If any of
the above breach, Party B shall adopt any of the following remedial
measures:

     

    
      	
               
      

            	
              a.

            	
              To
      demand Party A to rectify such breach within a limited
    period;

            


    

     

    
      	
               
      

            	
              b.

            	
              To
      notify Party C to temporarily stop the issuance of the unpaid portion of
      the Loan;

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              c.

            	
              To
      collect penalty interest as agreed upon under this Agreement (if
      any);

            


    

     

    
      	
               
      

            	
              d.

            	
              To
      announce the immediate maturity of the principal and interest of the Loan,
      and to demand the immediate repayment by Party A;
  or

            


    

     

    
      	
               
      

            	
              e.

            	
              Any
      other remedial measures permitted by the
law.

            


    

     

    
      	
              2.

            	
              Breach
      by Party B and its Liabilities

            


    

     

    
      	
               
      

            	
              (1)

            	
              Breaches
      by Party B include:

            


    

     

    
      	
               
      

            	
              a.

            	
              Not
      transfering the full payment to Party C on time; or any other
      circumstances of Party B that have resulted the inability to issue the
      Loan on time as agreed upon under this
  Agreement;

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      source of the Loan is illegal or not in compliance with the regulations,
      or Party B’s representations and warranties under this Agreement are
      untrue, incomplete or inaccurate;

            


    

     

    
      	
               
      

            	
              c.

            	
              Party
      B did not pay sufficient handling fee fees on time to Party C as agreed
      upon under this Agreement.

            


    

     

    
      	
               
      

            	
              d.

            	
              Party
      B has violated any other agreed upon arrangements under this
      Agreement.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Liabilities
      for Party B’s Breach

            


    

     

    
      	
               
      

            	
              a.

            	
              For
      Party B’s breach, Party A is entitled to demand Party B to rectify within
      a limited period, pay damages and/or adopt any other remedial
      measures.

            


    

     

    
      	
               
      

            	
              b.

            	
              Party
      C is entitled to adopt one or more of the following remedial
      measures:

            


    

     

    
      	
               
      i.

            	
               

            	
              To
      demand Party B to rectify the breach within a limited
  time;

            


    

     

    
      	
               
      ii.

            	
               

            	
              To
      refuse handling the Loan business for Party
B;

            


    

     

    
      	
               
      iii.

            	
               

            	
              To
      charge the handling fee owned by Party B directly on Party B’s
      account;

            


    

     

    
      	
               
      iv.

            	
               

            	
              To
      demand Party B to pay damages;

            


    

     

    
      	
               
      v.

            	
               

            	
              To
      remove the entrustment relation between Party B and Party C;
      and

            


    

     

    
      	
               vi.
      

            	
               

            	
              Any
      other remedial measures permitted by the
law.

            


    

     

    
      	
              3.

            	
              Breach
      by Party C and its
Responsibilities:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      B shall make payment transfer of the Loan amount to Party C as agreed upon
      under this Agreement, if Party C delays the issuance of Loan to Party A,
      Party B is entitled to demand Party C to issue
  immediately.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      Party C does not perform the obligation of assisting with the recalling of
      the Loan as agreed upon under this Agreement, which leads to the inability
      of Party B to recall the principal and interest of the Loan on time, and
      Party B is not at fault, Party C shall be held responsible for any direct
      losses of Party B according to the extent of its
  fault.

            


    

     

    Article
14:  Representations and Warranties

     

    
      	
              1.

            	
              Party
      A makes the following representations and
  warranties:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      A has read all the terms of this Agreement, and acknowledges the meaning
      of the terms of this Agreement and understands the relevant legal
      consequences;

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (2)

            	
              The
      obligations signed and performed under this Agreement are in accordance
      with the laws, regulations, rules, articles of associations or internal
      organizational documents of Party A, and obtained the approval of
      company’s internal organ of authority and/or governing
    body.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      use of the Loans under this Agreement is legal and in compliance with
      relevant laws and regulations, if it is used for a program that needs
      approval, such approval has already been obtained from the relevant
      governing body.

            


    

     

    
      	
              2.

            	
              Party
      B makes the following representations and
  warranties:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Having
      the legal qualification to entrust a third party to issue
      loans;

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      sources of the entrusted fund are legal, and not credit funds, public
      funds saved under personal name, or any funds prohibited by laws,
      regulations or rules to be issued as
loans.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Having
      the right of disposition to the entrusted fund, and obtained the approval
      from the governing body.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Handling
      the Loan is not for the purpose of violating or avoiding the state laws,
      regulations, rules or any administrative measures, or damaging the legal
      benefits of the state, the collective or any third
  parties.

            


    

     

    Article 15:  Other
Terms

     

    
      	
              1.

            	
              Charge
      of the Payables

            


    

     

    
      	
               
      

            	
              (1)

            	
              As
      to all the payables by Party A or Party B to Party C under this Agreement,
      Party C is entitled to charge the respective amount in RMB or in any other
      currencies on the accounts set up by Party A or Party B in the China
      Construction Bank system without advance notification. If the foreign
      exchange settlement and sell procedures must be handled, Party A or Party
      B is obligated to assist Party C.  The risk of exchange rate
      shall be born by Party A or Party
B.

            


    

     

    
      	
              2.

            	
              Effectiveness
      of the Recorded Evidence by Party C

            


    

     

    
      	
               
      

            	
              (1)

            	
              Unless
      there is true and clear opposite evidence, Party C’s internal account
      records about the principal, interest, fees and repayment records,
      invoices, evidences incurred from the withdrawal, repayment, interest
      payment and other business transactions by Party A unilaterally produced
      or kept by Party B, and the records and evidences of Party C’s collection
      efforts, shall constitute valid proof for the debt relation between Party
      B and Party A and evidences of Party C’s performance of obligations, and
      as such Party A and Party B hereby agree not raise any doubt or
      objections.

            


    

     

    
      	
              3.

            	
              Assignment
      and Succession of this Agreement

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      Party A assigns of rights and obligations under this Agreement, it must
      obtain the written consent from Party B and Party
  C.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      Party B assigns the rights and obligations under this Agreement, it must
      obtain the written consent from Party
C.

            


    

     

    
      	
               
      

            	
              (3)

            	
              If
      Party C assigns the rights and obligations under this Agreement, it must
      obtain the written consent from Party B. However, if merger, division,
      establishment of subsidiaries and the adjustment of the institutional and
      business functions of the China Construction Bank Co.Ltd. have occurred,
      and Party A and Party B are notified through letters and telegrams or
      media release, Party C’s rights and obligations under this Agreement can
      be assigned to a third party or succeeded by a third party, however, the
      third party shall possess the legal qualification of engaging in Loan
      entrustment business.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              Consequences
      of Nullification and Revocation of this
  Agreement

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      the Loan and entrustment shall be declared as null and revocable, it shall
      be dealt with according to the following
  arrangements:

            


    

     

    
      	
               
      

            	
              a.

            	
              If
      the entrustment between Party B and Party C is valid, and the Loan is
      invalid and revocable between Party A and Party B, Party C shall not be
      held legally responsible, and

            


    

     

    
      	
               
      i.

            	
               

            	
              If
      Party C has not delivered the entrusted fund to Party A, Party C shall
      return the entrusted fund back to Party B without paying any
      interest;

            


    

     

    
      	
               
      ii.

            	
               

            	
              If
      Party C has delivered the entrusted fund to Party A, Party B shall demand
      Party A return the entrusted fund directly, and as to the loss incurred by
      Party B, Party C shall not be held
responsible;

            


    

     

    
      	
               
      iii.

            	
               

            	
              If
      a third party’s loss occurs, Party A and Party B shall share the legal
      responsibilities according to their respective fault, and Party C shall
      not be held responsible.

            


    

     

    
      	
               
      

            	
              b.

            	
              If
      the entrustment is null and revocable, but the Loan is valid, the
      following arrangements apply:

            


    

     

    
      	
               
      i.

            	
               

            	
              If
      Party C has not delivered the entrusted fund to Party A, Party C shall
      return the entrusted amount back to Party B without paying
      interest;

            


    

     

    
      	
               
      ii.

            	
               

            	
              If
      Party C has delivered the entrusted fund to Party A, Party A and Party B
      shall negotiate the disposition of the entrusted fund according to
      relevant laws and regulations, and Party C shall not be held legally
      responsible;

            


    

     

    
      	
               
      

            	
              c.

            	
              If
      the entrustment is null and revocable, and the Loan is null and revocable,
      the following arrangements apply:

            


    

     

    
      	
               
      i.

            	
               

            	
              If
      Party C has not delivered the entrusted fund to Party A, then Party C
      shall return the entrusted fund to Party B without paying
      interest;

            


    

     

    
      	
               
      ii.

            	
               

            	
              If
      Party C has delivered the entrusted fund to Party A, then Party B shall
      demand Party A to return the entrusted fund directly, Party C shall not be
      responsible for any losses incurred by Party
B;

            


    

     

    
      	
               
      iii.

            	
               

            	
              If
      a third party’s loss occurs, Party A and Party B shall share the legal
      responsibilities according to their respective fault, and Party C shall
      not be held responsible.

            


    

     

    
      	
              5.

            	
              Party
      B shall inspect and monitor Party A and obtain information about Party A
      through other channels by itself, not relying on Party C.  Party
      C shall decide by itself to report any known information about Party A,
      but Party C shall not be responsible for the promptness, truthfulness,
      completeness, accuracy and validity of the reported
      information.

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
              6.

            	
              If
      any changes have been made to the mailing address or any other way of
      contacts by any party, such party shall notify other parties of the change
      and shall be responsible for the losses incurred by untimely notification
      of the change.

            


    

     

    
      	
              7.

            	
              The
      rights granted to Party C under this Agreement and according to relevant
      laws shall not be interpreted as Party C’s obligations, if Party C has not
      exercised or gives up the exercise, Party A and Party B shall not demand
      Party C to undertake any legal obligations for this
  reason.

            


    

     

    
      	
              8.

            	
              The
      documents or notes of the Loan issuance notification and confirmation and
      any other documents notes related to this Agreement shall constitute a
      valid part of this Agreement.

            


    

     

    
      	
              9.

            	
              This
      Agreement is executed in Six
copies.

            


    

     

    
      	
              10.

            	
              Other
      terms agreed by both parties:

            


    

     

    (reserved)

     

    
      	
              11.

            	
              Dispute
      Resolution

            


    

     

    Any
dispute occurred during the implementation of this Agreement shall be resolved
through negotiation, if negotiation shall not do, it shall be resolved according
to item (1) of the following:

     

    
      	
               
      

            	
              (1)

            	
              File
      a lawsuit in the people’s court of Party C’s resident
      location.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Submit
      to the ________arbitration committee (the arbitration location shall be
      _____). And the arbitration shall proceed according to the currently
      effective arbitration principals at the time of submission. The result of
      arbitration shall be final and binding on both
  parties.

            


    

     

    During
the period of litigation or arbitration, terms under this Agreement that are
irrelevant to the disputed part shall be performed accordingly.

     

    
      	
              12.

            	
              Effectiveness
      of the Agreement

            


    

     

    
      	
               
      

            	
              (1)

            	
              This
      Agreement shall be signed and sealed (if Party A or Party B is a natural
      person then sign only) by legal representatives (the responsible
      personnel), and the responsible personnel of Party C (or authorized agent)
      to become effective.

            


    

     

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        12

        
          

        

      

      
         


      

    

    
      


      
        
          
            	
                    Party
      A (Seal): Xi'an Xinxing Real Estate Development Co.,

                  
	
                    Ltd.

                  
	 
      
	
                    Legal
      Representative (the responsible person)

                  
	 
      
	
                    or
      authorized agent (signature):

                  	
                    /s/
      Pingji
      Lu       

                  
	 
      
	
                    2011
      Year 01 Month 31 Day

                  
	 
      
	
                    
                      Party B (seal) : Tianjin
      Cube
      Xinde
      Equity Investment
      Fund

                    

                  
	
                    Partnership (Limited
      Partnership)

                  
	 
      
	
                    Legal
      Representative (the responsible person)

                  
	 
      
	
                    or
      authorized agent (signature):

                  	
                    /s/ Ruifeng
      Dai      

                  
	 
      
	
                    2011
      Year 01 Month 31 Day

                  
	 
      
	
                    Party
      C (Seal) : China
      Construction Bank Corporation

                  
	
                    Shaanxi
      Branch

                  
	 
      
	
                    Legal
      Representative (the responsible person)

                  
	 
      
	
                    or
      authorized agent (signature):

                  	
                    /s/ Binzhou Cui      

                  
	 
      
	
                    2011
      Year 01 Month 31 Day