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Contract No.

Contract for Transfer of the Right to the Use of
State-owned Land of Guangzhou City



Guangzhou Municipal Administration of
State Land, Resources & Housing


Party A (Transferor)
Name: Guangzhou Municipal Administration of State Land, Resources & Housing
Legal Representative: Jian Wenhao, Director
Entrusted Agent:
Domicile: No.193, Haoxian Rd., Guangzhou City
Postcode: 510030
Telephone No.: 83334718; Fax: 83331307

Party B (Transferee)
Name: Guangzhou xxxx Co., Ltd.
Legal Representative:         ; Job Title:
Entrusted Agent:
Domicile:
Postcode:
Telephone No.:           ; Fax:


Chapter 1 Means of transfer, area and purpose of the land

Article 1 Legal basis
The Contract is made and entered into by and between both parties in accordance with such laws, administrative regulations and local rules and statutes as Law of Land Administration of the People´s Republic of China, Law of the People´s Republic of China on the Administration of the Urban Real Estate, Regulations for the Implementation of Law of Land Administration of the People´s Republic of China and Interim Regulations of the People´s Republic of China Concerning the Assignment and Transfer of the Right to the Use of the State-owned Land in the Urban Areas.

Article 2 Limit of the subject to be transferred
Party A shall assign, authorized by the laws, the right to the use of the land, the property right of which vests in the People’s Republic of China. The resources, buried substances and city utilities under the land to be transferred shall not be covered in the scope of the land transfer.

Article 3 Means of transfer, name, position and area of the land
The land under the Contract that’s named as Zhujiang New City JI-1 Land, located at Sector J, Zhujiang New City, Tianhe Region, shall be transferred by listing it on April 11, 2006, with area of seven thousand nine hundred and forty three point nine one square meters (7943.91m2) and total building area no greater than one hundred and forty two thousand nine hundred and ninety point three eight square meters (142990.38m2). The scope of said land shall be decided by the drawing attached to the Land Use Permit approved by municipal planning authority.

Article 4 Purpose of land
The land under the Contract shall be planned for commercial and office purposes.

In designing and planning the land, the design conditions specified in the Land Use Permit for Zhujiang New City JI-1 Land that’s formally approved by municipal planning authority shall be followed.

Article 5 Term for land utilization
The term for transfer of the land use right under the Contract shall be determined pursuant to the purpose agreed in Article 4 herein, in detail: 40 years for commercial portion while 50 years for office and other purposes.

The term that Party B’s in possession of the land use right under the Contract shall starts since the date that the Certificate for the Use of State-owned Land is issued by Party A.

Chapter 2 Price, payment and delivery of land

Article 6 Price of land
Total price for the transfer of the land use right under the Contract shall be Renminbi six hundred and sixteen million (￥616,000,000.00) yuan.

Said total price includes fund for the transfer of the land use right and cost for land development.

Article 7 Payment of land price by Party B
Party B shall pay the land price to Party A in following installments and amounts:
1st installment: Renminbi two hundred million (￥200,000,000.00) yuan, being payable within sixty days since the signature of Conclusion Confirmation by Party B.
2nd installment: Renminbi four hundred and sixteen million (￥416,000,000.00) yuan, being payable within six months since the signature of Conclusion Confirmation by Party B, namely to be liquidated before date _____.

Party B shall remit the full amount to the bank account designated by Party A in agreed installments unless otherwise agreed by both parties or consented by Party A in written. Party A’s bank: New City Branch of Municipal Commercial Bank, account No.: 328-8000545-55.

Article 8 Time of land delivery by Party A
If Party B has effected the payment of the 1st installment as agreed in Article 7, Party A shall transfer the land under the Contract to Party B within five months since the payment.

Chapter 3 Formalities for land utilization

Article 9 Application for Certificate for the Use of State-owned Land
Party B shall apply to Party A, according to relevant laws and regulations, for the handling of land use right registration and acquiring the Certificate for the Use of State-owned Land to own the right to use the transferred land within thirty days since the full payment of the land price under the Contract and Party A’ delivery of the land and issuance of the Approval of Construction Purpose Land.

After accepting Party B’s application for land use right registration, Party A shall handle relevant registration for Party B according to law, issue the Certificate for the Use of State-owned Land and notify Party B of receipt in written.

Article 10 Application for Approval of Construction Purpose Land
Party B shall apply to Party A the Approval of Construction Purpose Land prior to the development of the land under the Contract.

Chapter 4 Exploitation of the land

Article 11 Requirements for land exploitation
Party B shall carry out the development of the land under the Contract strictly pursuant to planned land purpose and designed project drawings and in the scope of land use right agreed in the Contract. Party B’s planning and construction program shall be in correspondence with the subway project that’s located at northwest of the land under the Contract.

Party B shall utilize the land strictly pursuant to the Conditions for Land Utilization attached to the Contract. In the process of land development, if Party B needs to use temporary power and water supply from Party A, Party B shall prepay RMB500,000 yuan to the Guangzhou Land Development Center designated by Party A as a charge for power and water supply prior to connecting to the power and water interfaces provided by Party A.

Party B shall pay water and electricity charge and bear the loss thereof within seven days since the receipt of Charge Notice issued by Guangzhou Land Development Center or a unit it entrusts otherwise a late fee shall be collected as per the policies specified by relevant water and power administration authorities when the charge period becomes due. In case Party B fails to pay the charge within 15 days ever since, Guangzhou Land Development Center is entitled to take measures to cut off the power and water supply at its own discretion.

If national or other’s interests have been damaged in the course of Party B’s development or business operation, Party B shall be liable for any compensation.

Article 12 Requirements for commencement of exploitation
Party B shall initiate development of the land under the Contract within 6 months since the land is transferred by Party A.

In case Party B fails to start land development within the agreed period, he shall apply for a delay of development to Party A within 30 days before said period falls due. Party B may approve, in view of actual conditions, for an extension no longer than a year, and no such delay application will be approved when the extended period becomes due.

Commencement of exploitation above mentioned means that the foundation work of the building construction project has been approved for execution according to law, namely construction of substructure from which load of building will be transferred to the foundation has been approved.

Article 13 Adjustment of land price
In the period of land transfer, Party B must utilize the land pursuant to the purpose of land and conditions of utilization agreed in the Contract. If Party B changes such conditions of utilization (including increasing or decreasing planned building area) or purpose of land, he must obtain approval according to Article 56, Law of Land Administration of the People’s Republic of China, conclude a supplementary contract with Party A, and conduct a land change registration. Party A is entitled to change accordingly the price for the transfer of the land use right in the manner stated as follow:

In case Party B increases the planned building area, he shall pay the land price difference to Party A. the added land price = increased building area x total land price / originally planned building area; in case Party B decreases the planned building area, the price of reduced land shall not be refunded by Party A except due to governmental reasons. If additional land price is payable by Party B when he has been approved to change purpose of the land according to Article 56, Law of Land Administration of the People’s Republic of China, he shall pay such price according to law.

Party B shall propose to conclude a supplementary contract with Party A and apply for the payment of land price difference within 60 days since relevant governmental authority has approved his application for the change of purpose of land and conditions of utilization otherwise Party A reserves the right to punish Party B pursuant to relevant stipulations,

Chapter 5 Extension, withdrawal and cancellation of land use right

Article 14 Extension of the land use right
If Party B needs further utilization of the land when the land use right agreed in the Contract becomes due, he shall apply for time extension within a year before the expiration of the agreed period. Party A shall approve such extension application except that the land has to be taken back as stated in Item 1, 2 and 5 of paragraph 1, Article 15.

If Party B’s extension application is approved by Party A, both parties shall re-conclude a contract for the transfer of the land use right, and the land price shall be payable as agreed.

Article 15 Withdrawal of land use right
Party A is entitled to take back Party B’s right to the use of the state-owned land in case of one of the following:

1. The land is to be used for the benefit of the public;
2. The use of the land is to be changed for the purpose of old city zone re-construction according to city planning;
3. Party B doesn’t apply for an extension of the land use right or is not approved for such extension at the expiration of agreed period;
4. Party B fails to start land development within two years since the expiration of the development period agreed in Article 12;
5. Other cases specified by laws, rules or regulations.

If Party A takes back Party B’s land use right under the Contract pursuant to aforementioned Item 1 and 2, he shall indemnify for Party B’s loss according to law, while Party A is entitled to take back said land use right without any indemnity if the withdrawal is based on above Item 3 and 4. For Party A’s withdrawal based on above Item 5, relevant laws or regulations shall be followed during Party A’s operation.

Article 16 Cancellation of land use right
When Party A withdraws from Party B the land use right, Party B shall return to Party A all relevant certifications including Certificate for the Use of State-owned Land that prove the property right of the land, and handle the formality for cancellation of the right to the use of state-owned land. If Party B rejects doing so, Party A is entitled to cancel the Certificate for the Use of State-owned Land and withdraws the land use right.

Chapter 6 Implementation of land use right and limit thereof

Article 17 Implementation of land use
Party B, after obtaining the Certificate for the Use of State-owned Land, has the right to transfer, in part or full, the right to the use of the land under the Contract or claim for other rights.

Article 18 Limit for transfer of land use right
If Party B wishes to transfer, in part or full, the right to the use of the land under the Contract after obtaining the Certificate for the Use of State-owned Land, one of following conditions shall be met:

1. For a building construction project invested and developed as agreed in the Contract, at least 25% of total investment (excluding the cost paid for the acceptance of the land use right) shall be expended;

2. For a massive land development project invested and developed as agreed in the Contract, the conditions for industrial land or other construction shall be available;

3. In case houses have been completed when transferring real estate, ownership certificates of the houses shall be on hand.

Chapter 7 Liabilities for breach of the Contract

Article 19 Breach by Party A
If Party A fails to deliver the land to Party B in due time without any proper reasons except those agreed in Article 22, he shall be liable for the interest of the land price that Party B has paid as per current loan interest of bank.

Article 20 Breach by Party B
1. Breach of the Contract due to delayed payment of land price
If Party B fails to pay the land price to Party A as agreed in Article 7 herein, the money he has paid to Party A as a deposit during his bidding for the land will not be refunded by Party A, meanwhile, Party A is entitled to terminate the Transaction Confirmation and the Contract. Since the issuance of the notice for termination of the Transaction Confirmation and the Contract, Party A has the right to re-transfer in public the land under the Contract, and Party B shall not be engaged in the bidding for the land. If the land price determined on the public bidding is lower than Party B’s offer in the Contract, Party B shall be liable for indemnifying the price difference.

For Party B’s delay of payment for the land price, if Party A doesn’t choose the termination of the Contract unilaterally, he not only has the right not to refund Party B’s deposit, but also collect late fee from Party B as per 0.5‰ of the delayed sum for every one day delay.

2. Breach of the Contract due to delayed development of the land
If Party B fails to carry out land development within a year beyond the period for development agreed in Article 12, Party A is entitled to charge from Party B a fee for land desolation, or even withdraw the land according to law without any indemnity in case the land desolation period is up to successive two years.

Article 21 Force majeure
In case any force majeure denies the execution of the Contract in part of full, either party will not be liable for a breach caused thereby, but shall take all necessary measures to relieve the losses resulted by the force majeure.

In case the force majeure occurs after one party delays the execution of his obligations under the Contract, he shall not be exempted from the liability for breaching the Contract.

The party that’s been subject to the force majeure shall notify within 48 hours the other party details of the occurrence in such written manners as mail, telegraph, telex or facsimile and son on, and shall deliver to the other party a report to explain the reasons for failing to fulfill, in part or full, or the delay of fulfillment of his obligations under the Contract.

Article 22 Agreement on Party A’s delayed delivery of the land due to proper reasons
If Party A fails to deliver the land fully or in portions due to any one of the followings, it shall not be deemed as a breach, and the time for Party B paying the remaining land price may be delayed consequently.

1. Any hidden civil defense project is encountered during Party A’s removal of original buildings or leveling of the land, and shall be demolished or removed after the approval by competent authority, which delays the progress of the removal work;


2. Any cultural relic that’s deemed as valuable in history, art or scientific research is found during Party A’s removal of original buildings or leveling of the land, and protective measures shall be decided by competent authority before the removal work proceeds, which delays the progress of the removal work;

3. Any military facility or anything may affect the normal use of military facilities is encountered during Party A’s removal of original buildings or leveling of the land, and shall be transferred or removed after seeking the consent of competent military authority, which delays the progress of the removal work;

4. Any pipe or line of special purpose that belongs to the party to be removed and a third party is encountered during Party A’s removal of original buildings or leveling of the land, and shall seek the consent of the third party before the removal work proceeds, which delays the progress of the removal work.

Chapter 8 Termination of Contract and legal consequence

Article 23 Termination of Contract
Except those conditions agreed in Article 22, if Party A fails to deliver the land within 6 months since the expiration of the period agreed in the Contract, Party B is entitled to terminate the Contract, and the land price paid by Party B shall be refunded by Party A.

If Party A fails to deliver the land fully or in portions due to those conditions agreed in Article 22, neither party is entitled to terminate the Contract unilaterally, and an agreement shall be reached by both parties through negotiation. If termination of the Contract is agreed by both parties, Party A shall only refund to Party B the paid land price, but not be liable for any compensation.

Chapter 9 Supplementary articles
Article 24 Notices of the Contract shall be in written form and become effective since the receipt by the opposite party unless otherwise agreed in the Contract.

Article 25 If one party changes notice information, mailing address or bank information, he shall notify the other party of the new mailing address or bank information within 15 days after the change. Any loss due to delayed notice of the notifying party shall be borne by him.

Article 26 Conclusion, effectiveness, interpretation, implementation as well as dispute solution of the Contract shall be governed by the laws, rules and regulations of the People’s Republic of China.

Article 27 Disputes occurred during implementation of the Contract shall be solved through negotiation by both parties. If negotiation fails, either party is entitled to bring a lawsuit to the People’s Court.

Article 28 The Contract shall become effective upon and from the date on which it’s signed and sealed by both parties.

Article 29 The Contract is made in quintuplicate, each of which shall be of equal validity. Either party holds two copies, and one copy is retained by Guangzhou Financial Bureau.

Article 30 The Conditions for Land Utilization and Planning Diagram attached to the Contract are inseparable part of the Contract. Total pages of the Contract and annexes are 17, and Chinese language shall prevail therein. The supplementary articles, annexes and attached diagram hereof are of equal validity with the Contract.

Article 31 Figures for such items as sum, area contained in the Contract shall be in correspondence if they are expressed in both capital form and Arabic numerals. The capital form shall prevail if any discrepancy is found.

Such words as “in” and “within” expressed in the Contract shall include said numeral except specially agreed in the Contract.

Article 32 The Contract is made and entered into in Guangzhou City, Guangdong Province of the People’s Republic of China on _11th _ day of _ April _ (month), _2006_ (year).

Any matter not covered herein may be settled by concluding a supplementary agreement between both parties.




Party A:                                        
Guangzhou Municipal Administration of State Land, Resources & Housing
(Seal)
Legal Representative:
Entrusted Agent:
(Signature)   Li Min


Party B:
Guangzhou R&F Properties Co., Ltd.
(Seal)
Legal Representative:
Entrusted Agent:
(Signature)

April 11, 2006



Annexes:
1. Conditions for Land Utilization
2. Planning Diagram of the Transferred Land


Contract No.:

Conditions for Land Utilization

1. Positioning of boundary pegs
After the signature of the Contract for Transfer of the Right to the Use of State-owned Land of Guangzhou City (hereafter referred to as the Contract), Party A entrusts Guangzhou Land Development Center together with Party B to identify the boundary pegs at all corners, the coordinates of which have been marked in red line on the diagram. After checking the area, Party B shall be liable for well protection of the boundary pegs without changing arbitrarily. When any boundary peg is found damaged or moved away, Party B shall immediately report to Party A, asking for re-erecting it.

2. Requirements for land utilization
In designing and planning the land, the design conditions specified in the Land Use Permit for Zhujiang New City JI-1 Land that’s formally approved by municipal planning authority shall be followed.

Design of buildings shall be in line with current national standards, codes and regulations for building design. Planned land utilization conditions shall be pursuant to the final approval by Guangzhou City Planning Bureau.

3. Works for public purpose
Party B agrees that following governmental works can be constructed in the planned positions within the scope of the red line or pass through the space thereof without asking for any compensation.

a. Pipes to supply power, water or gas, or for communication facilities or sewage drain;

b. Establishments such as city roads, pavements for separation of residential quarters, landscaping and street lamps etc.

4. Design, construction and completion
a. Design and purpose of buildings in the scope of the red line must be in line with requirements for land utilization, planned construction program, and even conform to the requirements of dedicated planning if such aspects as public security, fire protection, environmental protection, gardening and landscaping, sanitation, civil defense, civil aviation, flood control and drainage, electric power, traffic as well as protection of cultural relics etc. are concerned. In this case, construction shall be started after reporting to competent authority for approval, and an organization assigned by local government shall be responsible for administration. All costs generated thereto shall be borne by Party B.

b. Party B shall start the work pursuant to the approved designing diagrams and construction drawings in the period agreed herein. For a building construction project, within 2 years after Party A’s issuance of the Approval for Construction Purpose Land, Party B shall complete at least the works in the first floor if a basement is attached, while complete at least the main structure and the enclosure if no basement is attached.
c. For a large-scale and complicated project, if it’s difficult to carry out the work as above required, Party B shall, at least within one month before the expiration of the construction period, apply to Party A with sufficient excuses for delay of completion, and the extended period shall not be above a year.

5. Maintenance of buildings
a. Party B shall carry out construction and maintenance in the scope of the red line, and be liable for environment and facilities, including:

a) Construction materials and wastes for example soil, crushed stone or garbage etc. shall not infringe or damage the land or facilities out of the red line.
If Party B needs temporary use of city roads, he shall report to relevant authorities responsible for public security or city planning etc. for approval.
If Party B needs temporary use of the land out of the red line, he shall consult the user of the land; in case the land has yet to be approved by the Government, Party B shall report to Party A for approval and pay cost for using the land.

b) Without the approval of competent authority, dumping or storing any kind of material or carrying out any construction on the public land is not allowed.

c) The land user must ensure that the sewage, dirt, substances of foul odor or environment spoiling excrement in the scope of the land can be drained or discharged in an effective way without degrading the environment.

d) In the period of using the land, user shall make effort to protect all city facilities in the scope of the land, ensuring no damage occurs, otherwise shall bear all costs for restoration.

b. User of the land shall not exploit, shovel or excavate the soil of adjacent area.

c. Before constructing any building or carrying out any maintenance work, the land user must make clear positions of trenches, gullets, cables, electric wires as well as other facilities, which are shared by said land and adjacent area, and report his plan for disposal to competent authorities. No construction shall be started before an approval is obtained. All costs for route change, re-laying or re-assembly shall be borne by the land user.

d. If Party B needs to open an access, he shall do so as planning requires, and bear relevant costs.

6. Water and power supply
a. Party B shall apply to relevant authorities for the use of dedicated pipes in construction, and bear all costs generated thereto.

b. Dedicated pipes means the pipes used for rain or sewage drainage, power, water or gas supply, cable TV or communication service etc.

7. Supervision and inspection
a. In the period of land utilization, land administrative authority of the city is entitled to inspect and supervise the use of the land in the scope of the red line without being rejected or hindered by the land user.

b. Without approval, the land user shall not take up the land beyond the red line at any excuse such as storage of substances or equipment etc., otherwise shall be treated as illegally occupying the land.

c. In the scope of red line, the user of the land shall carry out construction pursuant to planned land purpose and design drawings for the project.

d. The land user shall not arbitrarily demolish, change or reconstruct the public facilities in the scope of red line without the approval by the planning authority, otherwise relevant authority is entitled to order him for the restoration or demolishment. In case the land user refuses to do so, compulsory enforcement may be required, with all costs being borne by the land user.

8. After the delivery of the land, in case such hidden facilities as civil defense, cultural relics, cables, communication equipment, military facility, heat, water, power or gas supplying work or geological condition hinders or even fails Party B’s construction, Party B shall seek solutions with its own effort and take the risks of development and business operation.

9. Conditions for land development provided by Party A
a. To level the site, except for a land condition otherwise agreed with Party B.

b. To provide a temporary or a city road out of the land that’s in connection with the outside world and for the passing of vehicles.

c. To construct as planned the city roads and dedicated pipes around the land wherein temporary water shall be introduced to the red line by pipe; permanent water shall be supplied to the water meter that belongs to the land; temporary power shall be introduced to the switch box within the red line; permanent power shall be supplied, in only one route, to the high-voltage cabinet in the switch room within the red line; for other pipes, Party B shall apply to relevant authorities to seek the approval for temporary or permanent use, and bear all costs generated thereto. City roads indicated in the Contract means the roads beyond the scope of the red line for the transferred land; dedicated pipes means the pipes used for rain or sewage drainage, power, water or gas supply, cable TV or communication service etc.

d. To construct as planned associated public utilities.