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Shanghai Municipality
Contract for Presale of Commodity Houses
Formulated by: Shanghai Administration for
Housing and Land Resources
Supervised by: Shanghai Administration for
Industry and Commerce
Printed in 2000
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Special Advice
1. This is a model contract text drawn up in accordance with the <> and the printed clauses
of the contract are suggestive clauses intended only for the adoption by
parties to the contract.
2. Purchase of a house is a civil juristic act that involves a relatively
greater object, better professional knowledge and a number of laws and
regulations. When signing such a contract, the parties concerned should
use caution and prudence and the contract signed should be as concrete,
complete and precise as possible so as to safeguard their rights and
interests.
3. Prior to the conclusion of the contract, the real estate developer
should show the permit for presale of the commodity housing to the
buyer. The buyer may check and verify the authenticity and legal
validity of the permit and possible existence of such facts as repeated
presales of the house, the seizure of the house by a judicial
organization or any restrictions on the transfer of the house at the
district or county property transaction center where the house is
located.
4. In order to protect legitimate rights and interests of themselves, the
contracting parties may stipulate the advertisement and letter of
presale of the house as appendices to the contract.
5. The commodity houses sold in advance are houses under construction (or
houses completed but have not yet performed initial registration).
Uncertainties may lie hidden in such houses with respect to areas, date
of delivery, quality of the house, etc. The buyer as well as the seller
should have a thorough understanding of the following issues
particularly before inking the contract:
(1) The floor space of a commodity house sold in advance is measured
tentatively. However, when it is delivered, the actual floor
space measured by a surveying organization duly authorized by
Shanghai Administration for Housing and Land Resources shall be
taken as criterion. The contract for the presale shall clearly
state the floor space of the house, the floor space in the flat
and the apportioned floor space shared with others in use (the
"common area". The difference between the floor spaces measures
tentatively and actually shall be dealt with according to Xxxxxx
44 of the <> (the Measure").
(Clause 44 <> reads as follows: If the
floor space of a commodity house sold in advance is found increased or
decreased compared to that
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stipulated in the contract on delivery, it should be tackled according
to the provisions set below:
(i) The total transfer price agreed in the contract shall
remain unchanged if the increase or decrease is due to
the floor space apportioned for the common area pursuant
to clause 27, Section 2 of the Measure, or due to the
error made by the qualified surveying organization in
measuring. [Clause 27, Section 2 reads as follows: On
transfer, the common area and equipment shall be
transferred simultaneously. The floor space for common
use shall be apportioned by the property owners in
compliance with the relevant national and municipal
rules and regulations].
(ii) The increase or decrease in floor space due to the
alteration of architectural design of the commodity
housing shall be handled according to Clause 39 of the
Measure [which reads as follows: The developer must not
unilaterally alter any architectural design of the
commodity house already sold in advance. In the event
that the alteration is indispensable, it shall first
have the consent of the buyer and apply to the planning
and management authorities concerned for examination and
approval, and then sign an alteration agreement of the
contract for presale of the commodity houses with the
buyer. If the developer alters the architectural design
of the commodity house sold in advance without the
consent of the buyer, the buyer shall have the right to
cancel the contract and the developer shall bear
liability for breach of contract].
(iii) Excepting the matters specified in the above subsections
(i) and (ii), if the floor space is greater than that
stipulated in the contract, the transferee shall not pay
the price for the increased area; if the floor space is
less than that stipulated in the contract, the developer
shall refund the price for the decreased area to the
transferee. However, if it is otherwise agreed in the
contract, the agreement shall be followed.
(2) After completion and acceptance inspection of a newly-built
commodity house and before it is delivered to the buyer, the
developer shall perform the initial registration of it by
evidence of the documents listed in Clause 20 of the <> and the documents for
approval of the commodity housing construction project. The
developer shall have received the Real Estate title Certificate
of the Newly-built Commodity Housing (the "major real estate
title certificate") after completion and before the delivery of
the house.
(3) The quality-guaranteed period for commodity houses given by the
construction enterprise specified in the <> promulgated by the State Council is:
"(i) The reasonable service life of the project set forth in
design documents shall be the quality-guaranteed period for the
infrastructures, foundations and main structures of the
building; (ii) Five years for the waterproof roofing, toilets,
rooms and permeability-proof exterior walls; (iii) two heat or
cold supply periods for heating and cooling systems; (iv) two
years for electric conduit lines, water supply and drainage
piping, installation of fixtures and furnishings, and decoration
works". The period of guaranteed maintenance service shall start
from the date of completion and acceptance of the house.
The developer shall assume the responsibility for repairing the
commodity house purchased by the buyer from the handing-over of
the house and the period of guaranteed maintenance service shall
not be less than two years, starting from the date of transfer
of the real estate rights.
(5) After delivery of the commodity house, if the quality of its
main structure is not up to the required standard, it shall be
dealt with according to Clause 32 of the
<> issued by the State
Council, which reads "After delivery of the commodity
house, if the buyer considers the quality of the main
structure of the house not up to the required standard,
it may apply to a project quality supervising
organization for reexamination. If the reexamination
proves the non-conformity of the quality of the main
structure to the required standard, the buyer is
entitled to return the house and the developer shall
bear the liability for compensation for loss (if any) to
the buyer according to law".
6. If any dispute arises from the implementation of the contract, either
party may bring an action at a people's court at the district where the
house is located, or apply to Shanghai Arbitration Commission or
commissions in other cities for arbitration. In Shanghai, there exist
Shanghai Arbitration Commission and Shanghai Sub-commission with china
International Economic and Trade Arbitration Commission, (for
foreign-related arbitration).
7. After conclusion of the contract for presale of the commodity house,
registration for advance notice on the commodity house shall be
performed with the real estate registration institution in good time so
as to protect the rights and interests of the contracting parties. After
the said registration, the parties to the contract attain the land use
right, property right of the house, or other priority in claims in
connection with real estates. According to regulations, the registration
shall be applied by both parties. However, if one of the parties does
not propose the application for registration for advance notice, the
other party may unilaterally apply for it.
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8. Matters discussed and decided by the developer and the buyer are filled
in the blanks of the contract by the developer through a computer, and
then the text is generated and printed. It is suggested that the buyer
carefully read the printed contents of the contract prior to the formal
signing of it.
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Shanghai Municipal
Contract for Presale of Commodity Houses
Party A (The Seller): Shanghai Zhongjing Real Estate Development co., Ltd.
Domicile: Room 0000, 0 Xxxxxxx Xxxx, Xxxx'xx Xxxxxxxx, Xxxxxxxx
Post code: 200040
Business License No.: 3101061012888
Qualification Certificate No.: HFDZ (Jing'an) 0121
Legal representative: Xxxx Xxxxxx Phone: 00000000
Entrusted agent:
Party B (The Buyer): XXXXX (HONGKONG) LIMITED
Nationality:_____________Sex:____________Date of Birth:________________
Domicile (address): 5/F., Harilela House, 00 Xxxxxxx Xxxxxx
Xxxxxxx/XXXXXXXX Post code: 000000
Certificate: Business Registration Certificate, No.: 00000000
Phone: 00000000 (HK)
Entrusted/Legal Representative: XXXX X. XX
Xxxxxxxx (address): Room 000, 000 Xxxxxxx Xxxx, Xxxxxxxx,
Xxxxx: 00000000000
Party B (The Buyer):__________________________________
Nationality:_____________Sex:____________Date of Birth:____________
Domicile (address):______________________Post Code:________________
Certificate:__________________No.:______________Phone:_____________
Entrusted/legal Representative:____________________________________
Domicile (address):_____________________________Phone:_____________
Party B (The Buyer):__________________________________
Nationality:_____________Sex:____________Date of Birth:_____________
Domicile (address):______________________Post Code:_________________
Certificate:__________________No.:______________Phone:______________
Entrusted/legal Representative:_____________________________________
Domicile (address):_____________________________Phone:______________
Party B (The Buyer):__________________________________
Nationality:_____________Sex:____________Date of Birth:_____________
Domicile (address):______________________Post Code:_________________
Certificate:__________________No.:______________Phone:______________
Entrusted/legal Representative:_____________________________________
Domicile (address):_____________________________Phone:______________
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On the basis of equality, willingness and consensus, Party A and Party B hereby
enter into this Contract for the purchase of the ((Jing'an Zhonghua Building))
Commodity House sold in advance by Party A to Party B.
Clause 1 Party A has, by way of transfer of the land use right, obtained
the right to use the No. 0600400160030002 Land Lot situated in Jing'an District,
carried out the registration for the land use right according to law and
received the real estate title certificate numbered J2003009962. The Lot covers
an area of 3,657m(2) and its purpose is for business office.
After approval, Party A invested and built on the Lot the Commodity Housing
((Jing'an Zhonghua Building)) (provisional/present name). The main building is
of reinforced concrete structure, consisting of 30 storeys above the ground and
2 storeys below the ground.
Having satisfied the presale conditions set forth in the <>, the said building has been authorized
for advance sale by Jing'an District Administration for Housing and Land
[Presale permit No. JF (2004)Y009].
Clause 2 The house bought by Party B from Party A is Flat No. 901 on the
9th floor of the ((Jing'an Zhonghua Building>> standing in 0000 Xxxxxxx Xxxx (W)
(hereinafter referred to as the House), its planned purpose approved by the
government is for business office.
The floor space of the House measured tentatively by Party A is 126.6m(2), of
which the floor space within the flat is 87.16m(2) and the apportioned floor
space used in common with others (the "common area") is 39.44m(2). The height
between the floor and ceiling of the House is 3.4m.
The architectural design and plan view of the House can be seen in Appendix 2 of
the Contract. The structure and standard for furnishings and fixtures are listed
in Appendix 3. Information related to the House (mortgage, leasehold
relationships) is tabled in Appendix 4. The adjacent relations and the Plot
Planning are depicted in Appendix 6. The <>, ((Pledge on the Use of the House>> and relevant
((Letter of Undertaking)) can be found in Appendix 5.
Clause 3 The unit price of the House purchased by Party B is
RMB18,678/m(2) (Say: RMB eighteen thousand six hundred and seventy-eight per
square meter of floor space only).
Calculated on the basis of the tentative floor space measure by Party A, the
provisional total purchase price of the House shall be RMB2,364,736 (Say: RMB
two million three hundred sixty-four thousand and seven hundred thirty-six
only).
Clause 4 The total purchase price of the House bought by Party B
(including the price of fixtures and furnishings listed in Appendix 3) shall
mean the total purchase price of the House and the relevant proportional land
use right. The total purchase price of the House specified in the Contract shall
remain unchanged unless by reasons of differences between the floor spaces of
the House measured tentatively and actually.
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Clause 5 On delivery, the actual floor space of the House measured by a
surveying organization duly authorized by the Shanghai Administration for
Housing and Land Resources shall be taken as standard. Unless otherwise
stipulated by laws, decrees of regulations, the difference (if any) between the
tentative floor space measured by Party A and the actual floor space measured by
the aforesaid surveying organization shall be disposed of as follows:
1. To refund any overpayment or to demand a supplemental
payment for any difference in the floor space calculated
at the unit price/m(2).
2. Party A hereby agrees that if the difference between the
tentatively measured floor space and actually measured
floor space exceed +3% (including 3%), it shall not
demand from Party B any supplemental payment for the
surplus floor space. Also, Party A hereby agrees that if
the difference between the tentative floor space and
actual floor space exceed -3% (including -3%), Party B
shall have the right to cancel the Contract
unilaterally. However, Party B shall put forward the
exercise of the right of unilateral cancellation on or
before the date of signing the "Letter of Handing-over
of the House", otherwise it shall be regarded as a
waiver of the right.
Clause 6 On the signing of the Contract, the construction work shall have
been proceeded to the completion of the main part of the Building. Party B shall
pay the purchase price of the House into Party A's special bank account for
advance sale incomes at the time and in the sum as prescribed in the Contract
(the designated monetary supervisory organization: Xxxxx Xxxxxxxxx, Shanghai
Branch of Bank of China; Account: Shanghai Zhongjing Real Estate Development
Co., Ltd.; Account No.: 044049-8200-11982908093001). The incomes from the
advance sales shall be used under supervision according to the governmental
regulations.
The method and time for the payment to be made by Party B have been clearly
defined in Appendix 1.
Clause 7 In the event that Party B fails to pay at the time defined, it
shall pay to Party A a penalty computed at a daily rate of 0.02% of the
outstanding amount, starting from the second day after it became payable until
the date of actual pay-off. If the payment is delayed for more than 30 days,
Party A shall have the first option hereunder to claim against Party B:
1. Party A shall have the right to cancel the Contract unilaterally
and Party B shall be liable for compensation. The compensation
shall be 3% of the total purchase price of the House. Party A
shall be entitled to deduct the said compensation from the
purchase price of the House already paid by Party B and refund
the remaining sum, if any, to Party B. If the purchase price of
the House paid by Party B is not enough for the compensation,
Party A shall have the right to demand further payment from
Party B.
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If Party A uses the right of unilateral cancellation of the Contract, it
shall notify Party B in writing.
2. _____________________________
Clause 8 After conclusion of the Contract, Party A must not unilaterally
change the architectural design of the House (Appendix 2). If the change is
absolutely needed, it shall first have the written consent of Party B and
meantime shall be subject to the scrutiny and approval of the planning and
management authorities concerned. Party A shall enter into an agreement on
amending the Contract with Party B within 30 days after the date of approval.
If Party A changes the architectural design of the House without the consent of
Party B, Party B shall have the right to dissolve the Contract unilaterally.
Clause 9 Party A shall not unilaterally alter the Plot Planning agreed
with Party B (Appendix 6). If the alteration is inevitable, Party A shall have a
written consent from Party B.
In the event that Party A alters the Plot Planning without the consent of Party
B, Party B shall have the right to demand Party A to reinstate it. If the
reinstatement becomes impossible, Party A shall pay to Party B a penalty of 3%
of the total purchase price of the House.
Clause 10 The delivery of the House shall meet the conditions specified in
the first option set below:
1. The initial registration for the real estate has been performed and the
Real Estate Title Certificate of the Newly-built Commodity Housing (the
"major real estate title certificate") received. Party A has already
discharged the mortgage against the Building and has duly paid its
maintenance fund.
2. Party A has received the "Permit for the Delivery of the Residential
House for Use", discharged the mortgage against the House and duly paid
the maintenance fund of the House. Party A has promised to do the
initial registration of the real estate and acquire the Real Estate
Title Certificate of the Newly-built Commodity Housing (the "major real
estate title certificate") before _____________. If Party A fails to
attain the Real Estate Title Certificate of the Newly-built Commodity
Housing (the "major real estate title certificate") at the designated
time, Party B shall have the right to dissolve the Contract
unilaterally.
3. _____________________________
Clause 11 Party A shall hand over the House to Party B on March 31, 2005
save for any event of FORCE MAJEURE.
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Clause 12 In the event that Party A fails to hand over the House to Party
B before the deadline defined in Clause 11 of the Contract, it shall pay to
Party B a penalty calculated at a daily rate of 0.02% of the purchased price of
the House already paid by Party B from the second day after the said deadline to
the date of actual pay-off. If the delay of delivery exceeds over 30 days, Party
B shall have the first option hereunder to claim against Party A:
1. Party B shall have the right to dissolve the Contract unilaterally.
2. ____________________________
Clause 13 Having satisfied the conditions of delivery of the House
specified in Clause 10 of the Contract, Party A shall notify Party B in writing
of performing the procedures for handing over the House 3 days prior to the
hand-over date. Party B shall inspect and accept the House together with Party A
within 7 days after receipt of the notice. The signing of the <> marks the completion of the handing-over.
During the acceptance and handing-over of the House, Party A shall product
evidentiary documents to prove that the conditions set out in Clause 10 for
delivery of the House have been met. Because the House is intended for business
office purpose, Party A shall provide Party B with "Letter of Warranty of
quality for ______________" and "User's Manual of _______________". Meanwhile,
Party A shall provide Party B with information and data related to the actually
measured area of the House upon request.
If Party A does not produce and provide the aforesaid information or documents,
Party B shall be entitled to refuse the acceptance of the House and Party A
shall bear all the liability for the delay of delivery of the House.
Clause 14 Within 7 days after completion of the initial property
registration of the Newly-built Commodity Housing and obtainment of the "major
real estate title certificate", the parties shall sign the ((Letter of
Handing-over of the House)) stipulated in the Contract, which is an essential
document for the performance of the procedures for transferring the ownership of
the House.
Within 30 days after the signing of the ((Letter of Handing-over of the House)),
the two parties shall go through formalities for declaration of the purchase
price of the House and apply for the transfer of the ownership and the Real
Estate Title Certificate of the House (the "minor real estate title
certificate") at Shanghai Real Estate Transaction Centre.
Clause 15 The risk responsibility for the House shall be shifted from
Party A to Party B on the date of handing over the House. If Party B does not
implement procedures for inspection and taking-over the House on the date
prescribed, Party A may give Party B a written reminder. If Party B does not do
the aforesaid procedures on the date designated in the written reminder, the
risk responsibility for the House shall be shifted from Party A to Party B the
second day after the date designated in the written reminder.
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Clause 16 Party A pledges that it has neither created any mortgage right
against the House delivered by it, nor there is any dispute over the right of
the House and other financial issues. If anything inconsistent with the pledge
emerges after the delivery of the House, Party A shall assume all the liability
thereof.
Clause 17 The House delivered by Party A is the House that has passed the
inspection for acceptance. If the fixtures and furnishings of the House are not
up to the standard set forth in Appendix 3 of the Contract, Party B shall have
the right to ask Party A to compensate with an amount equal to 100% of the price
differentials between the fixtures and furnishings actually supplied and those
specified in Appendix 3, Party B shall have the right to dissolve the Contract
unilaterally.
It is agreed that when the dispute arises between the parties over the
determination of the standard for the fixtures and furnishings, a qualified
organization specialized in the assessment of quality of construction projects
in Shanghai shall be appointed to make an examination of it. The written
evaluation conclusion made by the said organization shall be taken as the basis
for the settlement of the dispute.
Clause 18 After delivery of the House, if Party B considers the main
structure of the House not up to the standard, it may appoint a qualified
organization specialized in the assessment of quality of construction projects
in Shanghai to make an examination of it. Party B shall be entitled to dissolve
the Contract unilaterally if the examination confirms the nonconformity of the
main structure to the standard.
Clause 19 When exercising the right of unilateral dissolution of the
Contract, Party B shall notify Party A of it in writing. Party A shall refund in
full the purchase price of the House paid by Party B (including the interest
computed at the saving interest rate for the corresponding period announced by
the People's Bank of China) to Party B within 30 days after receipt of the
written notice. Furthermore, Party A shall assume the liability for violation of
the Contract and pay to Party B a compensation equal to 3% of the total purchase
price of the House. The payment for compensation shall be made together with the
refund of the purchase price of the House.
The paid purchase price of the House mentioned in this Clause and other Clauses
of the Contract shall include the purchase price of the House paid directly by
Party B and by way of loans.
Clause 20 If either party dissolves the Contract unilaterally according to
the provisions of the Contract, and if the other party had paid the penalty as
stipulated before the unilateral dissolution of the Contract, then the sum paid
for the penalty shall be deducted from the compensation specified in the
Contract.
Clause 21 If one of the parties objects to the unilateral dissolution of
the Contract by the other party, it shall request an organization for settlement
of dispute selected according to Xxxxxx
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33 of the Contract to confirm the legal validity of the unilateral dissolution
of the Contract within 3 days after receipt of the written notice of the other
party.
Clause 22 In the period of guaranteed maintenance service, if the House
delivered by Party A is found with other quality problems, Party B shall have
the right to claim against Party A a compensation equal to 50% of the
restoration costs in addition to the free restoration made by Party A.
The parties agree that if any dispute over other quality problems of the House
arises, a qualified organization specialized in the assessment of quality of
construction projects in Shanghai shall be appointed to make an examination of
it. The written assessment conclusion of the said organization shall be taken as
the basis for the settlement of the dispute.
Clause 23 Party A shall be responsible for the repairs of the House
starting from the date of delivery. The scope and length of the guaranteed
maintenance service have been specified in Appendix 5 on the basis of the
((Regulations for the Quality Management of Construction Projects)) promulgated
by the State Council and the ((Procedures for the Transfer of Real Estates in
Shanghai)) issued by the Shanghai Municipal Government.
Clause 24 Party A has selected and engaged Shanghai Zhongqi Real Estate
Management Co., Ltd. for the initial management of the House and has entered
into the ((Service Contract for the Initial Management of the Real Estates))
with it (See Appendix 5). Because the House is planned for the purpose of
business office, Party A and Party B have signed the <> (See Appendix 5).
Clause 25 The House purchased by Party B is inseparable from the use right
of the land the House occupies correspondingly. The rights, obligations and
responsibilities stipulated in the <> concluded between Party A and Shanghai Jing'an District Administration
for Land shall be shifted to Party B from the date of transfer of the property
right of the House.
Clause 26 Party B may legitimately transfer or mortgage the rights and
interests of the House (option of the House) it enjoys under the Contract. Party
A shall assist Party B when Party B exercises the said rights according to law.
Clause 27 Any documents, replies and correspondences given by one party to
the other shall be in written form and sent by registered mail or by person
directly to the address of the other party stated in the Contract or to the
address changed by the other party according to the method described in this
Clause. If it is sent by registered post, the 7th day after posting (by evidence
of postmark) shall be deemed the date of receipt by the other party. If the mail
is sent directly by person, it shall be regarded that the mail has been received
at the time when the recipient signed the receipt.
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Clause 28 Party A and Party B shall respectively bear taxes and expenses
incurred in the course of transaction of the House according to relevant rules.
Clause 29 All the Appendices, supplementary Clauses and Agreements of the
Contract form an integral part of it. The supplementary Clauses and Agreements
shall prevail in case of any divergences between these supplements and clauses
of the Contract.
Matters unmentioned in the Contract or matters requiring modification in the
implementation of the Contract shall be stipulated through agreement on
modification.
Clause 30 On signing the Contract, both Party A and Party B have a clear
knowledge and understanding of their respective rights and obligations and are
willing to perform them strictly as agreed hereunder. If one of the parties
breaks the Contract, the other party shall have the right to claim for damages
according to the Contract.
Clause 31 The Contract shall come into effect on the date of signing/on
the date of notarization by _______________________ Notary Office. It is agreed
that Party A shall be responsible for the performance of procedures for
registration of the Contract with the real estate registration authorities
within 30 days starting from the effective date of the Contract.
If the responsible party fails to carry out the registration of the Contract
within the above time limit, it shall compensate any losses suffered by the
other party as a result of its default.
Clause 32 After registration, if the Contract is terminated through
consultations, the two parties shall go to Shanghai Municipal Real Estate
Registration Institution to go through formalities for canceling the
registration of the Contract by evidence of written documents related to the
termination within 30 days starting from the date of termination.
If Party A or Party B terminates the Contract unilaterally according to the
terms of the Contract, then Party A or Party B shall perform formalities for
canceling registration of the Contract with Shanghai Municipal Real Estate
Registration Institution by evidence of the service of written notice on the
unilateral termination of the Contract.
Clause 33 Any dispute between the parties arising from the execution of
the Contract shall be settled through consultation. If consultation reaches no
settlement of it, the second method set below shall be chosen for settlement:
1. Apply to _______________Arbitration Commission for settlement;
2. File a suit at a people's court according to law.
Clause 34 The Contract is drawn up in quintuplicate, each being equally
authentic: one for each party, one for ____________, ____________, ____________
each.
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APPENDIX 1
METHOD AND TIME FOR PAYMENT
Party B has chosen the first method for payment as follows:
I PAYMENT BY INSTALLMENTS:
1. Party B shall pay to Party A the purchase price of the House in
full according to the time set below:
(1) Pay 60% of the purchase price of the House with an
amount of RMB1,434,736 before Nov. 10, 2004;
(2) Pay 30% of the purchase price of the House with an
amount of 700,000 before Dec. 20, 2004;
(3) Pay 10% of the purchase price of the House with an
amount Of RMB230,000 before March 31, 2005.
2. If Party B fails to make the payment on schedule, Party A may
correspondingly postpone the delivery of the House land bear no
liability for delay until Party B pays off the total purchase
price of the House and possible penalty for default.
II PAYMENT BY MORTGAGE LOAN
1. Party B shall pay to Party A the purchase price of the House in
the following modes:
(1) Pay 50% of the total purchase price of the House with an
amount of RMB _______________ within _______ days after
conclusion of the Contract;
(2) Pay 50% of the total purchase price of the House with an
amount of RMB ________________ in the mode of mortgage
loan within _____ days after conclusion of the Contract.
(3) If the bank does not grant the loan as scheduled in
above sub-clause (2) not due to Party A's reasons, or
the loan applied by Party B or granted by the
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bank is insufficient, Party B shall pay to Party A the purchase
price of the House in the first mode described above. Otherwise,
it shall be deemed late payment and Party B shall shoulder the
liability for default as stipulated in Clause 5 of the Contract;
(4) In the event that Party B fails to make the payment in good
time, Party A may correspondingly postpone the delivery of the
House until the total purchase price of the House and the
possibility penalty are paid off.
2. Party B shall perform the procedures for mortgage specified below:
(1) Party B shall have carefully read the instructions provided by
the bank with respect to the conditions required for the loan
applicant and have sufficiently known all the evidential
documents to be furnished for the application of mortgage loan;
(2) Party B shall supply Party A with all evidential documents
(Party A will pass them on to the loan bank) needed for the
mortgage loan and go to the bank to go through the formalities
for the loan within 7 days after signing the Contract. Otherwise
Party B shall pay to Party A 5% of the total purchase price of
the House as a penalty. If Party B fails to fulfill the said
formalities hereunder or pay off the purchase price of the House
in other mode, Party A shall have the right to cancel the
Contract in addition to receiving the aforesaid 5% penalty.
3. The obligations of Party A as a guarantor for the mortgage loan of Party
B:
(1) Both parties have agreed that the guaranty period of Party A as
a guarantor for the security of Party B's mortgage loan shall be
ended on the day when the <> under Party B's name (the "minor real estate title
certificate") and ((Certificate for Other Real Estate Rights))
of Party B are received. If the said period does not coincide
with the guaranty period written in the mortgage loan contract,
Party B agrees and approves the alteration of the said period
made by Party A and the loan bank for the sake of coincidence of
the two periods.
(2) After satisfaction of the conditions for delivery of the House,
if the retardation of Party B in the performance of procedures
for taking over the House or for the minor real estate title
certificate leads to the extension of the guaranty period of
Party A, and if Party B refuses to go through the formalities
for the minor real estate title certificate after two times of
written reminders sent to Party B by Party A, Party A shall have
the right to unilaterally cancel the Contract in addition to the
collection of a penalty of 5% of the total purchase price of the
House. Party B shall shoulder all the losses resulted therefrom.
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(3) In the guaranty period of Party A for security
(i) If Party B breaks the mortgage loan contract inked with
the bank or does not pay off the expenses incurred to
Party A as a guarantor before delivery of the House,
Party A shall be entitled to put off the delivery and
bear no liability for delay of delivery of the House
until Party B pays off the sums and the interest that
shall be paid to the loan bank and Party A.
(ii) If the bank calls in all the loans to Party B in advance
due to Party B's violation of contract, Party B shall
pay all the purchase price fo the House (including all
the expenses paid to the bank by Party A on behalf of
Party B) to Party A within 10 days after the withdrawal
of the loans by the bank. Otherwise Party A shall have
the right to unilaterally dissolve the Contract. In such
a case, Party B shall pay to Party A 5% of the total
purchase price of the House as a penalty in addition to
all the expenses paid to the bank by Party A on behalf
of Party B.
(4) In addition to the money (including penalties) paid by Party A
as a guarantor on behalf of Party B, Party B shall pay to Party
A the interest of the said money calculated at a lending rate
for the corresponding period from the date of payment made by
Party A up to the date when Party B actual pays it off.
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APPENDIX 2
THE ARCHITECTURAL DESIGN AND PLAN VIEW OF THE HOUSE
--------------------------------------------------------------------------------
-----------------------------------------------------------------
PICTURE
-----------------------------------------------------------------
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APPENDIX 3
STRUCTURE AND STANDARDS FOR FIXTURES AND FURNISHING
Structure: frame shear walls
External wall: aluminum plate and glass certain walls
Entrance hall: Flooring paved with marble stone, walls decorated with stone and
metal network
Passageway: Carpeted flooring, back-coated glass and fireproof wall surfaces
Elevator: Five group-control original Mitsubishi passenger elevators and a fire
elevator (used as well as a freight elevator) made by a
Sino-Mitsubishi joint venture
Central air conditioning: The main engine of the heat pump used is of the
American Dunhanbush Brand; air-conditioning processors, fan
coils and fresh air processors used are manufactured by Shinkho
Air-conditioning Co., Ltd., a Shanghai-Singapore Joint venture.
Office unit:
- Coated with "Shenniuli" high-grade paint;
- Equipped with "Xxxxxxx" grid lamps;
- "Armstrong" mineral wool suspended ceiling;
- "Qisheng" electric sockets;
- Carpeting.
Intelligent system:
- Data Communication system accessed through China Telecom
wideband;
- The wires and cables used are of US AVAYA brand;
- Honiwell brand products are used for the automatic system of
equipment and facilities of the Building;
- Fire alarm system uses UK TREND brand products;
- TV monitoring system made by US PELCO company (matched with
Japanese National video camera);
- Japanese JVC background sound system/emergency broadcast system;
- Induced card read and car parking lot management system;
- Communications: data information point
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APPENDIX 4
INFORMATION RELATED TO THE HOUSE (PROPERTY
RIGHT, MORTGAGE AND LEASEHOLD RELATIONSHIPS)
-------------------------------------------------------------------------------------------------------------
House & Land Condition
--------------- -------------------- -------------- --------------------- ----------------- -----------------
30/2Qiu in 16#Jie From Sept. 28, 2002
Xxxx Xxxxx'xxxx Term of usage to Sept. 27, 2052
Lot No. Xxxxxxxxx, Xxxx'xx Purpose approved Business office
District
--------------- -------------------- -------------- --------------------- ----------------- -----------------
Total area 3,657.0m2 Common area 3,657.0m2 Source of use Transfer
right
--------------- -------------------- -------------- --------------------- ----------------- -----------------
-------------------------------------------------------------------------------------------------------------
Information on Property Rights
-------------------------- ---------------------------- -------------------- --------------------------------
Shanghai Zhongjing Real Property right
Owner Estate Development Co., document or J2003009962
Ltd., certificate No.
-------------------------- ---------------------------- -------------------- --------------------------------
Joint owners and
Joint ownership status
-------------------------- ----------------------------------------------------------------------------------
Location of the House Located on the Lot lying in 1703 Beijing Road (W)
-------------------------- ---------------------------- ------------------------- ---------------------------
Date of acceptance Dec. 23, 2003 Date of approval Dec. 28, 2003
-------------------------- ---------------------------- ------------------------- ---------------------------
Remarks Transfer of the land initial registration
-------------------------- ----------------------------------------------------------------------------------
Printed: 2004-11-06 11:18:58
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APPENDIX 5
((SERVICE CONTRACT FOR THE INITIAL MANAGEMENT OF THE REAL ESTATE)),
((PLEDGE ON THE USE OF THE HOUSE)) OR ((LETTER OF UNDERTAKING))
--------------------------------------------------------------------------------
Letter of Undertaking
I/we/the Company is/are the buyer(s) of the unit(s) of the "Jing'an
Zhonghua Building". In order to safeguard the rights and interests of the owners
of the units and promote the management of the Building, I/we/the Company
agree(s) and state(s) as follows:
1. I/we/the Company have/has carefully read the ((Service Contract
for the Initial Management of the Real Estate)) and ((Pledge of
the Owners of the Units of Jing'an Zhonghua Building))
(hereinafter referred to as "Owners' Pledge". Its scope
encompasses documents and clauses related to alteration,
addition, substitution, and supplementary agreement to be made
at any future time) placed in the Sales Site before signing the
Contract.
2. I/we/the Company fully understand(s) and agree(s) to execute and
adhere to and cause(s) other concerned parties to execute and
adhere to the "Owners' Pledge" and all the obligations and
responsibilities of the owners of the units set forth in the
"Owners' Pledge".
3. I/we/the Company agree(s) that the House can be transferred to a
third party or a third party is allowed to use the House only at
the prerequisite that the third party signs this Letter of
Understanding. This Letter of Understanding remains effective
until Party A or the real estate management company receives the
Letter of Understanding signed by the third party.
4. I/we/the Company agree(s) that essential legal documents must be
signed with the real estate management company, including
((Management Pledge)) of the Building and (Users' Manual) when
performing formal procedure for occupation.
5. ((This Letter of Understanding)) comes into effect on the
signing date of the Contract.
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APPENDIX 6
ADJACENT RELATIONS AND THE PLOT PLANNING
-----------------------------------------------------
PICTURE
-----------------------------------------------------
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SUPPLEMENTARY CLAUSES
1. The total purchase price of the House stipulated in the Contract
excludes the account opening fees and service charges of public
utilities and facilities of the House (including but not limited to
water, electricity, telephone and wideband network, etc.) and expenses
arising from Party B's acceptance of a third party service or extra
service provided by Party A. Party B shall bear the aforesaid expenses,
if any.
2. "The architectural design of the House" mentioned in Clause 8 of the
Contract shall mean the architectural design in the Flat of the House
shown in the "Architectural Design and Plan View of the House" (See
Appendix 2), excluding any alteration resulting from FORCE MAJEURE or
any other events beyond the control of Party A. In the event that the
architectural design of the House or the Plot Planning is changed by
reasons of the government and the change is sanctioned by the Planning
Management Department of the government, Party A does not need to notify
Party B of the change and Party B may not raise any objections or
claims.
3. Any quality problems (excepting the non-conformity of the main
structure) found in the course of handing over the House, or any failure
of fixtures and furnishings in reaching the standards stipulated in
Appendix 3 shall not affect the performance of the procedure for handing
over the House. Party B may not put off or refuse to go through the said
procedure on these grounds. However, Party A shall assume
responsibilities for restoration and compensation to Party B according
to relevant provisions of the Contract after handing over the House.
4. The length of guaranteed maintenance service of the House given by Party
A shall last two years, starting from the date of delivery of the House.
If Party B does not perform the procedure for handing over the House
according to Clause 13 of the Contract, the guaranteed maintenance
service period given by Party A shall start from the date of delivery
and acceptance designated in the written reminder mentioned in Clause 15
of the Contract. The following events are not included in the scope of
guaranteed maintenance service:
(1) Any loss or damage resulting from FORCE MAJEURE;
(2) Any loss or damage caused by Party B's decoration or
modification work, improper use or other reasons that have
nothing to do with Party A.
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5. If Party B does not implement the procedure for acceptance and
handing-over at the time designated in the written reminder mention in
Xxxxxx 15 of the Contract, it shall be regarded that the House has been
handed over to Party B on the second day of the date designated in the
said written reminder. Party B shall take the risk responsibility of the
House shifted to it on the second ay of the date designated in the
aforesaid written reminder and meantime pay to Party A a penalty of
0.02% of the total purchase price of the House per day. Furthermore,
Party B shall shoulder the real estate management fees and other costs
for the use of equipment and facilities from the second day of the date
designated in the written reminder.
6. On the delivery of the House, Party B shall pay in full the purchase
price of the House and pay the maintenance fund and real estate
management fee to the real estate management company. Otherwise Party A
shall be entitled to postpone the delivery of the House without any
liability for breach of contract and meanwhile to deal with the matter
according to Caluse 5 of this Supplement if conditions exists.
7. Both parties confirm that the aggregate amount of compensation specified
in Clause 19 of the Contract is determined by them in compliance with
the extent of the foreseeable loss and either party shall assume no
liability for compensating the loss exceeding the aggregate amount
determined.
8. If Party B has carried out formalities for the mortgage loan, it shall
have no claim on Party A for returning the House until it has discharged
the mortgage against the House from the bank by itself.
9. In the Contract, at the prerequisite of faultlessness of Party A, FORCE
MAEJURE shall mean war, terrorist activities, natural disaster,
extraordinary difficulties or crucial technological problems met with in
construction that are hard to be immediately solved, and human factors
unavoidable or irresistible by Party A, including shut down of the
construction work thanks to the governmental important activities in the
construction period, or changes in municipal planning, infrastructures
or supporting measure. In the above circumstances, Party A shall have
the right to appropriately postpone the delivery of the House pursuant
to the actual situation and bear no liability for late delivery of the
House.
10. If dispute over the quality of the House arises, the parties shall
jointly appoint an authoritative appraisal organization for
determination, and the conclusions of
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expert evaluations shall be taken as criteria for settlement of the
dispute. Conclusions made by any organization appointed by one party
cannot be used as the basis for tackling the dispute.
11. Party B has known the present state of the Building wherein the House
locates, its surroundings, ventilation, nature lighting, roads, traffic,
public utilities and facilities, etc. and has no objection to them.
12. Party B does not object to the right of Party A to use the external
walls and roofing of the Building and the ownership of Party A over the
rights and interests of the advertisements projected or stretched
therefrom. Nevertheless, the advertisement plans shall be subject to the
sanction of the competent advertisement release and management
authorities such as administrations for industry and commerce, or for
city planning and city appearance. Besides, any advertisement shall not
affect the ventilation, natural lighting and line of vision of the
adjacent owners, shall avoid generation of optical pollution and noise
and shall be in harmony with the style of the entire Building. Party A
owns the property right of the underground parking space and Party B
shall buy or rent separately the parking space from Party A if needed.
13. In the light of the governmental requirements for the Building in regard
to national security, Party B shall observe the following stipulations
in the use of the House:
A. Party B must not lease or sell the House to any foreign
consulate or news organs stationed in Shanghai to be
used as official residence or office.
B. Rooms 03-06 above the 10th Floor facing northeast and
due north and Rooms 01 and 05 on the 17th Floor must not
be leased or sold to foreigners for office or residence.
C. If Party B leases or sells the House to others, it shall
write the said stipulations down to the contract and
request the lessee or the transferee to stick to these
stipulations when subletting or selling the House to a
third party.
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Party A: Shanghai Zhongjing Real Party B: XXXXX
Estate Development Co., Ltd. (HONG KONG) LIMITED
Legal representative:___________________ _________________________________
(signature) (signature)
Entrusted agent of the legal Entrusted agent of _____________/
representative:________________________ legal agent:_____________________
(signature) (signature)
Official seal of Party A: Official seal of Party B:
(official seal) (official seal)
Date of signing:_______________________ Date of signing:_________________
Place of signing:______________________ Place of signing:________________
Party A's Person to sign
the Contract: Xxxx Xxxxxxxx ID No.: 310225801118223
Person confirmed by Party A:
Xxxx Xx ID No.: 310107680129041
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NOTRIAL CERTIFICATE
SHANGHAI JING'AN DISTRICT NOTARY OFFICE
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NOTRIAL CERTIFICATE
(2004) HJZJ-12001
The Seller (Party A): Shanghai Zhongjing Real Estate Development Co., Ltd.
Legal representative: Xxxx Xxxxxx
The Buyer (Party B): XXXXX (HONG KONG) LIMITED
Deputy: XXXX X. XX
Matters notarized: "Contract for Presale of Commodity House in Shanghai"
(hereinafter referred to as the Contract)
Both the Seller and the Buyer applied to this office for the notarization of the
Contract a few days ago.
Investigation has proved that the two parties signed the Contract on the basis
of unanimity achieved through consultations. Both Party A and Party B have the
capacity for civil rights as well as the capacity for civil conduct at the time
of concluding the Contract.
The house sold in advance by Party A is Room 901 on the 9th Floor, 0000 Xxxxxxx
Xxxx (W) with a tentatively measured floor space of 126.60m2. Party A holds a
"Permit for the Presale of Commodity Housing in Shanghai" numbered JF (2004)
Y009. The investigation found no such records as mortgage, seizure and other
restrictions on the rights related to the House up to November 15, 2004 at
Shanghai Jing'an District Real Estate Registration Office. This house may be
sold in advance according to the stipulations of the ((Law of the People's
Republic of China on the Management of Urban Real Estates)).
The intention expressed in the Contract is genuine. It is agreed in the Contract
that Party A transfers the House to Party B at a price of RMB2,364,736 (say: RMB
two million three hundred sixty-four thousand and seven hundred thirty-six
only). The method for payment, the date of delivery of the House and liability
for breach of contract are all concretely and explicitly defined in the terms of
the Contract.
In view of the above facts, it is hereby certified that Xxxx Xxxxxx, the legal
representative e of the Seller Shanghai Zhongjing Real Estate Development Co.,
Ltd. and XXXX X. XX, the deputy of the Buyer XXXXX (HONG KONG) LIMITED
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signed the Contract on November 10, 2004. The act of signing the Contract of the
two parties conforms to Clause 55 of the <>; the contents of the Contract conform to the
stipulations of the ((Law of the People's Republic of China on Contracts)). The
signs and seals of the two parties put and affixed on the Contract are entitled
to full faith and credit.
The Contract came into effect on the date of signing by both parties.
Shanghai Jing'an District Notary Office
(Official seal)
Notary public: Xxx Xxxx
(signing)
Date: November 16, 2004
