Unassociated Document


     

    Exhibit
10.8

     

    
      The
Strategic Cooperation Agreement of

       

      China
Construction Bank co. ltd . Shaanxi Province Branch

       

      and
China Housing & Land Development, Inc.

       

       

      China
Housing & Land Development, Inc. (“China Housing” or “the
Company”)

       

      Address:
Han Yuan Building, No.6 Youyi East Road, Xi'an, Shaanxi Province, PR
China

       

      Legal
representative (supervisor): Lu, Pingji

       

      Fax: 029-
82582640

       

      Tel: 029-
82582651

       

      Postal
code: 710054

       

       

       

       

       

      China
Construction Bank co. ltd . Shaanxi Province Branch (the “Bank”)

       

      Address:
No.38 South Guangji Street, Xi'an, Shaanxi Province, PR China

       

      Legal
representative (supervisor):  Cui, Binzhou

       

      Fax:
029-87606694

       

      Tel:
029-87606333

       

      Postal
code: 710002

       

       

      
        
          
          

        

        
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      In order
to build up good relationship, promote the development of both Bank and
Enterprise, and pursuit the long-term strategic cooperation between two parties,
China Housing and the Bank reached the following agreements after full
consultation and promise to strictly obey various items in the agreement and
fulfill their own obligations under the principle of equality and mutual
benefit, mutual support, honesty and credibility.

      


      Chapter
One   Business and Special Commitments entrusted by China
Housing to the Bank

      


      Article 1 The commitment of
Opening an Account. China Housing agrees to entrust the Bank as lead bank, and
entrust the Bank to handle bank transactions on condition that the Bank opens a
basic deposit account. China Housing supports that the wholly owned subsidiaries
and holding subsidiaries in Shaanxi entrust the Bank as lead bank.

       

      Article 2 Volume of deposit.
China Housing promises to maintain certain volume of deposits on the Bank’s
account, and if the credit aid of the Bank is obtained, the proportion that
China Housing’s deposits in the Bank’s account over the Company’s total bank
deposit should not be less than the proportion of the Bank’s loan in the total
bank loan of China Housing.

       

      Article 3 Settlement. China
Housing agrees to entrust The Bank to operate 80% of RMB settlement and 80% of
foreign exchange settlement.

       

      Article 4 Financial and credit
commitments. As to financial and credit, China Housing promises to fulfill the
obligations according to borrowing contract, and repay the loan principal and
interest of the Bank on time, and avoid overdue loans. China Housing promises to
maintain a sound financial structure. Liquidity ratio is controlled above 90%,
and asset-liability ratio is controlled below 65%. China Housing provides
audited financial statements to the Bank every quarter, and is responsible for
the credibility of financial data.

       

      
        
          
          

        

        
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      Article 5 Individual mortgage
loans and consumption loans commitment. As to individual mortgage loans and
consumption loans, China Housing promises to comply with the Bank on the
advertising and marketing of individual mortgage loans and consumption loans,
and the individual mortgage loans and consumption loans of the real estate
projects developed by China Housing will be handled in preference by the
Bank.

       

      Article 6 The priority of the
Bank to make other transactions commitment. China Housing promises that the Bank
has the priority to make the following transactions: international settlement,
foreign exchange settlement and sales operations, payroll agency service, credit
card service, enterprise restructuring, asset reorganization and financial
consultation.

       

       

      Chapter
2 Financial Service and Special Commitments Provided by the Bank to China
Housing

      


      Article 7 The commitment of
providing preferential financial service. The Bank is willing to regard China
Housing as important primary customer, and give priority in service to provide various financial
services on condition of permitted by the laws, regulations and financial
policies. The Bank provides RMB 1.0 billion (RMB one billion) comprehensive
credit line to China Housing. The specific loan is conducted in accordance with
relative regulations of the China Construction Bank. The Bank will give full
play to its network advantages of the China Construction Bank to provide
convenient capital settlement service to China Housing.

       

      Article 8 Credit commitment.
In term of financial credit, in accordance with relevant laws, regulations, and
financial policies, as well as credit terms and procedures of the Bank, the Bank
commits to support the Company’s operation and development actively, provide
strong credit aid, exercise prime rate within the scope of practice specified in
the China Construction Bank, including real estate development loans, note discount and various
foreign exchange loans. The procedures of credit and loans are conducted
according to laws, regulations and relative provisions of the China Construction
Bank. The Bank, taking advantage of its foreign financing superiority, is
willing to transact foreign exchange and financial operations, such as project
financing and etc.

       

      
        
          
          

        

        
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      Article 9 The commitment of
individual mortgage loan and consumption loans. In term of individual mortgage
loan and consumption loans, the Bank commits that in order to meet the
requirements of individual mortgage loan and consumption loans that needed by
real estate projects developed by China Housing, the Bank agrees to give
priority in service to provide individual
mortgage loan and consumption loans to China Housing. The specific credit terms
and procedures are conducted according to relevant laws, regulations and
relative provisions of the China Construction Bank. The Bank will provide onsite
contract signing service according to the requirements of China
Housing.

       

      Article 10 The commitment of
providing other business service. The Bank takes advantage of its talent and
information superiority to provide relative economic and financial information
to China Housing, to provide professional advisory services in term of
development strategy, investment business and business policy, to provide
financial consultation service. In return for this, China Housing will
use the Bank’s service for settlement of international business,
foreign exchange settlement and sales operations, payroll agency service, credit
card service, enterprise restructuring, asset reorganization and financial
consultation.

       

       

      Chapter
3 Other Contract Articles

      


      Article 11 Coordination
meeting system. In order to effectively implement the agreement, China Housing
and the Bank establishes coordination meeting system, and major representatives
from both parties will hold coordination meeting once a year to keep contact,
exchange information and resolve the issues during the execution of the
contract.

       

      
        
          
          

        

        
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      Article 12 Appointment of lead
branch. The Bank is entitled to appoint a subsidiary bank as lead branch to
perform the contract.

       

      Article 13 Solution to
disputes. After the contract comes into effect, both parties shall notify the
concerned affiliates and supervise them in their performing of the contract.
During the performance of the contract, if the disputes are occurred or the
relative articles are needed to be amended or supplemented, parties involved
should adhere to the principle of equality and mutual benefit, mutual
understanding and mutual accommodation to reach the settlement through friendly
consultations.

       

      Article 14 Becoming effective.
The contract shall become effective after signing by legal representatives
(supervisor) or authorized representatives of the Parties and stamping of the
cachets of the Parties, the contract shall be valid for 5 years, and the
extension of the contract may be negotiated later by the two parties of this
contract.

       

      Article 15 The contract is in
quadruplicate

       

       

       

      China
Housing (cachet): /s/ Company Seal

       

      Legal
representatives (supervisor) or authorized representative (signature):

       

       

       

      The Bank
(cachet): /s/ Bank Seal

       

      Legal
representatives (supervisor) or authorized representative (signature):

       

      06/18/2008

       

      
        
          
          

        

        
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