Office Purchase Agreement
Exhibit
99.1
The
Seller (hereinafter referred to as Party A)：Zhonghai Trust
Co., Ltd.
The Buyer
(hereinafter referred to as Party B)：Shaanxi Tianren
Organic Food Co., Ltd.
WHEREAS,
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I.
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Party
A is the legal owner of the office, which is located on the 16th
floor (actually the 14th floor, hereinafter referred to as “the
Office”) of the National Development Bank Building, No.2, Gaoxin 1st RD,
Hi-Tech Zone, Xi’an City.
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II.
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With
regards to leasing the 16th floor to Party B, both Parties entered into
a LEASE CONTRACT on June 23rd, 2008. Actually, from that date
forward, Party B began to use the Office with a rental fee of RMB 64,168.2
yuan per month. According to Article 5 of the LEASE CONTRACT, Party B made
advance payment of RMB 400,000 yuan and RMB 100,000 yuan of rental deposit
to Party A.
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III.
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On
April 13, 2009, Party B pre-paid a rental fee of RMB 1.2 million yuan to
Party A
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NOW,
THEREFORE, BE IT
In order to
clarify the rights and responsibilities, after friendly negotiation, both
Parties signed this agreement as follows:
1. Transfer
Price:
1) Both
Parties agree that the transferring price of the office is RMB 12.07 million
yuan.
2) Party A
agrees that if Party B makes the Office purchasing payment within the period
prescribed in the agreement, then the Office rental fee will be offset by the
last office purchase payment of RMB 1.7 million yuan, namely, if Party B has
made RMB 10.37 million yuan in purchase payment, with the written request of
Party B, the remaining purchasing payment can be offset by the rental fee
without any further payment.
2. Type of Payment:
Both
Parties agree that Party B will make the Office purchase payment according to
the following time frame:
1) The
rental fee of RMB 1.2 million yuan paid by Party B on April 13, 2009 to Party A
will offset the first purchase payment of the office.
2) Party B
should pay off the Office purchasing payment before August 31st,
2009.
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3. Office
Delivery Agreement:
1) Both
Parties agree that the LEASE CONTRACT will expire automatically after this
agreement has been signed.
2) The risk
liability of the office will transfer to Party B once the Office has transferred
to Party B (Party B actually uses the 16th floor
of the building since June 23rd, 2008).
Prior to the completion of the Office transfer procedure, Party B still must
comply with the provision on the function of the Office prescribed in the LEASE
CONTRACT and ensure the reasonable use of the office and its affiliated
facilities. Moreover, during the foresaid period, without the written consent of
party A, Party B may not rent or lend the Office to a third Party or allow a
third Party to use it.
4. Property
Rights Transfer:
1) After the
amount of RMB 10.37 million as office purchase payment has been paid by Party B
and the amount of RMB1.7 million as leasing payment prescribed in the contract
has offset the remaining payment for office purchasing, Party A will assist
Party B in completing the transfer procedure of the Office on the 16th
floor.
2) Both
Parties agree that Party B will be in charge of the entire transfer procedure of
the Office with the cooperation of Party A.
3) Any
related tax fees, such as deed tax, business tax, increment tax on land value,
etc. involved in the Office transfer procedure, shall be borne by both Parties
separately according to the law.
5. Breach
of Contract Responsibility:
1) Except
force majeure, for whatever reason, if Party B hasn’t paid for the Office within
the period prescribed in the agreement, Party A has the rights to terminate this
agreement and any other agreement and engagement about transferring the office.
Accordingly, Party B should pay RMB 1.7 million yuan as liquidated damages,
which can be deducted by Party A from the rental fee or payment paid by Party B.
If it is insufficient，Party B should pay
the remainder.
2) If Party
A exercises the unilateral cancellation rights in accordance with the foregoing
promises, while the Office has not yet transferred to Party B, Party B should
immediately return the Office to Party A and pay all the usage fees (hereinafter
referred to as "usage-fee") in accordance with the payment standard of 45 yuan
per square meter monthly from the date of using the Office (June 23rd ,
2008,) until the date of return. During the using period, if Party B renovates
or damages the office and its ancillary facilities, Party B should be
responsible for restoring the Office and its ancillary facilities to the former
state. Party A may entrust a Third Party to make the restoration in the event
that Party B refuses to restore the Office, and the restoration expenses should
be borne by Party B. In this way, Party A has the right to deduct the foregoing
usage-fee and restoration expenses of the office from the paid payment. If it is
insufficient，Party B should pay
the remainder in other ways.
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3) If the
rental and paid payment from Party B has anything left after the usage-fee,
restoration expenses for the Office (if there are any) and any liquid damages
have been deducted, Party A should return the balance without
interest.
4) If
Party A does not transfer the Office to Party B or does not assist Party B in
submitting the transfer material to the house registration authority according
to this contract or does not pay required taxes which should be paid by Party A
in accordance with provisions, which results in the failure of transferring the
Office under the name of Party B, Party A should compensate Party B RMB 1.7
million and the agreement will carry on.
5) If
the Office is sealed up by the judiciary or the transfer is limited by the
executive authority, which results in the failure to transfer the Office under
the name of Party B, then Party B has the right to terminate this agreement.
Under these circumstances, Party A should only collect rent of 400,000 from the
lease payment and give back any other received payments to Party B.
6.
Miscellaneous:
a) Whereas,
Party B has actually lived in the Office and has sufficient knowledge of the
Office, and Party B is willing to buy the Office under the current condition,
then both Parties will cease to undergo transferring inspection any
further.
b) Both
Parties agree that Party B will bear all obligations concerned with this Office,
including but not limited to maintenance fee, water rate, electricity rate, gas
rate, fee for communication, repair cost, etc. since the date of delivery. This
House Purchase Supplemental Contract is an addition to the “Property Transfer
Contract”; if any point in this agreement is inconsistent with the Property
Transfer Contract or any other contract or agreement which is signed for
transferring the Office by both Parties, this agreement shall
prevail.
c) This
agreement has 4 duplicates and each Party shall keep two
copies.
d) This
agreement will become effective on the date when stamped and signed by both
Parties.
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By Party
A:
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/s/ Luo, Han |
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Zhonghai Trust
Co., Ltd.
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| By Party B: | /s/ Xue, Hongke |
| Shaanxi Tianren Organic Food Co., Ltd. | |
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Date:
July 1st, 2009
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