Exhibit 10.4
Real Estate Buying/Selling Agreement
This Agreement is made by and between the Wonderful Internet Technology
(hereinafter referred to as the "Buyer") and Xxxx, Xx-En (hereinafter referred
to as the "Seller") for the selling of the premises (as described below), on
terms and conditions mutually agreed as follows:
1. Total Buying /Selling Amounts
Total amounts shall be FORTY-EIGHT MILLION New Taiwan Dollars.
2. Deadline of Payments and Premises Transfer
i. At the time of execution of this Agreement, the Buyer shall pay to the
Seller partial of the total amounts of (intentionally blank) New Taiwan
Dollars (including deposit).
3. According to the above-mentioned (intentionally blank), the Seller agrees
to supply Title of Ownership; and in accordance with (intentionally blank),
the Seller shall supply all premises related documents, such as Seal
Certification, Household Information, and Title Transfer Registration
Application which are sealed by the registered agent. Afterwards, if
coordination, supplement of seal and/or certification replenishment/change
are needed, the Seller agrees to supply immediately without any delay,
refusal or reparations. The Buyer agrees to supply all title transfer
related documents to the scrivener for signing/transferring a deed within
five days. If the Seller's rights are damaged as result in discovery of
delay by the Buyer, the Buyer shall be responsible for all losses of the
Seller.
4. Taxes and Registration Expenses
i. The Seller accepts full and sole responsibility for the payment of all
taxes attached to the premises, such as: land value tax, house tax,
expenses paid for the benefit derived from public construction projects
(including those are not levied yet), land rental, electricity, water, gas,
telephone and building management/security bills till on the date the Buyer
moves into the premises. The Buyer shall pay all taxes and bills in the
following day.
ii. The increment tax on land value is to be paid by the Seller whilst the
Buyer agrees to pay the deed tax.
iii The Buyers agrees to pay scrivener, registration, notarization expenses (or
supervision expenses) and stamp duty, etc. (The Buyer shall deduct the
amounts of the above-mentioned taxes and expenses which shall be paid by
the Seller).
5. In the event of the processing of the title transfer and registration, the
Buyer shall have full right to assign and transfer this Agreement without
further consent from the Seller. The Buyer shall be responsible for joint
responsibilities of warranties and waiving the right of prosecution
rebuttal appeal. In terms of the processing of the title transfer and
registration, the Buyer shall apply within seven days upon receipt of all
documents provided by the Seller. Any of tax raising and other damages
caused by this overdue application, the Buyer shall pay for it except for
those stipulated payment responsibilities during the period of this
Agreement. The Buyer and the Seller shall be responsible for taxes paid
within three days upon the tax rates of the increment tax on land value and
deed tax approved by the government. No delay is allowed. If any loss
caused by either party's negligence, the one shall be responsible for it.
6. Under the circumstance of the total amounts paid with bills which have been
returned and provided by the Seller, the Buyer shall bear for all
responsibilities of the terms of not paying on schedule as well as the
terms of those outstanding bills within seven days, and the Seller is
entitled to claim from the Buyer for those bills resulting therefrom. Under
no condition
shall the Buyer bear the violation.
7. The Seller warrants that he has lawful title to the premises. If the
warranty is breached by others or erections of other rights, the Seller
shall be responsible for defining the title by odd sum paid. Any damage
might occur to the Buyer with result in above, the Seller bears
responsibility for any reparation occurs.
8. In order to processing loans smoothly and to ensuring two parties'
benefits, under no conditions, the Buyer shall provide all necessary
documents and sufficient collateral to warranty loans. The loans are
insufficient as requested as a result the occurrence of the Buyer's credit
are not qualified or the changes of financial strategy, the Buyer shall
replenish in cash once and the total loans shall be paid within three weeks
upon completion of the title transfer processing. Both also agree to
deliver the premises to the Buyer upon the date of odd sum paid. With
concurrence of the Seller, the Buyer shall borrow keys to meet
repair/maintenance requirements, and the Buyer shall pay the down payment
in accordance with the terms and conditions stipulated on the Agreement and
shall warranty not moving-in. Under no condition, if the warranty is
breached, all repairs and alterations shall be confiscated by the Seller
9. In terms of those fixed facilities such as in- and out-house doors,
windows, kitchens, toilets and public facilities as well as additional
portion before move-in, the Seller shall not withdraw or damage arbitrarily
and shall also recover those auxiliary water, electrical and sanitary
facilities currently existed and shall transfer to the Buyer with the
original shape and in normal use. Whenever the premises or any essential
part thereof shall be intruded or destroyed by typhoon, fire, earthquake,
war, civil disturbance, or any other casualty, the Seller shall be
responsible for repelling or repair in order to allow the Buyer to obtain
it completely.
10. Upon the occurrence of the Buyer's denial to buy the premises or amounts
are not being paid according to the Agreement, and ignoring the Seller's
timely notice of payment, under no conditions, the Seller has the right to
confiscate all amounts which have been paid by the Buyer as penalty and
terminate this Agreement.
Upon the occurrence of the Seller's denial to sale the premises or failure
to implement the duties in accordance with the Agreement, all receivable
amounts have to be returned to the Buyer with additional indemnity, same
amount as received from the Buyer. Under this circumstance, under no
conditions, this Agreement will be terminated.
11. The Seller shall be responsible for delivery the premises on the date, the
same time when the Buyer paid the odd sum of the total amount, stipulated
on the Agreement, without any procrastination or delay receiving the odd
sum and delivery the premises. Upon the occurrence of postponement, the
Seller shall pay penalty, at the rate of one-thousands of the total amount
since the date of delivery the premises, to the Buyer.
12. This Agreement shall be governed by and construed in accordance with the
laws of the Republic of China. The parties hereto expressly submit any
disputes or controversies to the local courts of Taiwan of first instance,
unless otherwise stated. This Agreement is executed in two identical sets
of copies, each of which is deemed to be an original, one set to be held by
the Buyer, and the other set to be held by the Seller.
13. The parties shared evenly the handling charges of signing this Agreement in
amount of (intentionally blank) New Taiwan Dollars and paid off when this
Agreement is being signed. All terms and conditions stipulated on this
Agreement shall ensure the parties' own willingness and shall be recognized
by both parties without any mistakes. Upon the occurrence of dispute or not
being corresponded with the actual situation, the scrivener shall be
irrelevant to it.
14. Specified terms and conditions:
Real Estate Indication:
Land located at: 8(th) Floor and 0xx -0 Xxxxx, 00, Xxxxxxxxx Xxxx,
Xxxxxxxx Xxxx, Xxxxxx
Land No./Scope: Partial
Premises located at: 8(th) Floor and 0xx -0 Xxxxx, 00, Xxxxxxxxx Xxxx,
Xxxxxxxx Xxxx, Xxxxxx
Premises No./Scope: All and partial of its public
facilities
The Buyer: Wonderful Internet Technology (sealed)
WANG, KUO-AN (Sealed)
Business Uniform No. 70676630
Tel. No.
Address:
The Seller: Xxxx, Xx-En (Sealed) The above-mentioned
ID No. A121216698 business shall be closed
Tel. No. after the odd sum of the
Address: total amount is being
paid by the Buyer and
Date April 2000 loans are being obtained
by the Seller on the date
of (intentionally blank).
and, the title of the
premises is being
transferred to and
obtained by the Buyer.
The Buyer: (intentionally blank)
The Seller: (intentionally blank)
The Bank of Panhsin Application for Remittance
To be filled by the Applicant
5 October, 2001
=================================================================================================================
Forwarding
Bank Bank Taipei, Chungho Branch Remittee Name
-----------------------------------------------------------------------------------------------------------------
Remittee
Account No. 0 7 6 5 0 1 9 1 4 6 6 0 0 Xxxx, Xx-En
-----------------------------------------------------------------------------------------------------------------
Amount: Amt
NT Dollar NINE MILLION SEVEN HUNDRED FIFTY -------------------------------------------------
(Black Letter) THOUSAND New Taiwan Dollars + C
--------------------------------------------------------- [X]T+ [X][ ][ ] $ 9 7 5 0 0 0 0
Remitter -------------------------------------------------
--------------------------------------------------------- Hdling Fee
Name [ ] Tel. No.[ ] 00000000 -------------------------------------------------
[X]C+
Kid Castle Internet Technology Corporation T+ [X][ ][ ] $ 1 1 0
-------------------------------------------------
ID/Business Uniform No.[ ] Total
-------------------------------------------------
70676630 Remarks: Repaid loan and cancellation Acct No. 0 4 4 6 1 4 1 0 0 0 0 6 6 0
-------------------------------------------------
Address [ ] Xxxx No.
-------------------------------------------------
0xx Xxxxx, Xx. 000, Xxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxx Seal: The Bank of Panhsin, Hsintien Branch, 5 Oct
2001, Transfer Seal (3) (Sealed)
-----------------------------------------------------------------------------------------------------------------
Verification
-----------------------------------------------------------------------------------------------------------------
Machine Cashier Remit. Forwarding Remittee Account
Date Time Seq..No. No. No. Type Remit. No. Bank No. No.
-----------------------------------------------------------------------------------------------------------------
5-Oct.- 14:51:41 0000313 A3 0446003 General 0000278 0510291 00765019146600
2001
-----------------------------------------------------------------------------------------------------------------
ID/Business
Remittance Amount Remit. Fee Handling Fee Remitter Uniform No.
-----------------------------------------------------------------------------------------------------------------
$9,750,000.00 TR $60.00 CS $50.00 CS Kid Castle 70676630
Internet
Technology Corp.
-----------------------------------------------------------------------------------------------------------------
Remittee Name Remarks
-----------------------------------------------------------------------------------------------------------------
Xxxx, Xx-En Repaid loan and cancellation
-----------------------------------------------------------------------------------------------------------------
Reason for
Remittance
Item Supv(1) Supv(2) Returning Closed (sealed)
-----------------------------------------------------------------------------------------------------------------
The Bank of Panhsin Application for Remittance
To be filled by the Applicant
5 October, 2001
=================================================================================================================
Forwarding
Bank Bank Taipei, Chungho Branch Remittee Name
-----------------------------------------------------------------------------------------------------------------
Remittee 0 7 6 5 0 1 9 1 4 6 6 0 0
Account No. Xxxx, Xx-En
-----------------------------------------------------------------------------------------------------------------
Amount: Amt
NT Dollar TWENTY MILLION New Taiwan Dollars -------------------------------------------------
(Black Letter) + C
--------------------------------------------------------- [X]T+ [X][ ][ ] $ 2 0 0 0 0 0 0 0
Remitter -------------------------------------------------
--------------------------------------------------------- Hdling Fee
-------------------------------------------------
Name [ ] Tel. No.[ ] 00000000 [X]C+
T+ [X][ ][ ] $ 2 1 0
Kid Castle Internet Technology Corporation -------------------------------------------------
Total
ID/Business Uniform No. [ ] -------------------------------------------------
Acct No. 0 4 4 6 1 4 1 0 0 0 0 6 6 0
70676630 Remarks: Repaid loan and cancellation -------------------------------------------------
Xxxx No.
Address [ ] -------------------------------------------------
0xx Xxxxx, Xx. 000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxx Seal: The Bank of Panhsin, Hsintien Branch, 5 Oct
2001, Transfer Seal (3) (Sealed)
-----------------------------------------------------------------------------------------------------------------
Verification
-----------------------------------------------------------------------------------------------------------------
Machine Cashier Remit. Forwarding Remittee Account
Date Time Seq..No. No. No. Type Remit. No. Bank No. No.
-----------------------------------------------------------------------------------------------------------------
5-Oct.- 14:50:36 0000312 A3 0446003 General 0000277 051291 00765019146600
200
-----------------------------------------------------------------------------------------------------------------
ID/Business
Remittance Amount Remit. Fee Handling Fee Remitter Uniform No.
-----------------------------------------------------------------------------------------------------------------
$20,000,000.00 TR $100.00 CS $100.00 CS Kid Castle 70676630
Internet
Technology Corp.
-----------------------------------------------------------------------------------------------------------------
Remittee Name Remarks
-----------------------------------------------------------------------------------------------------------------
Xxxx, Xx-En Repaid loan and cancellation
-----------------------------------------------------------------------------------------------------------------
Reason for
Remittance
Item Supv(1) Supv(2) Returning Closed (sealed)
-----------------------------------------------------------------------------------------------------------------
Mortgage Cancellation Agreement
Ref. No.: Bank Xxxxxx-Xxxxxxx-Xxx Xx.0
Due to debt repaid, Xxxx, Xx-Xxxx agrees to cancel all mortgage registration at
the maximum amount of TWENTY-FIVE MILLION New Taiwan Dollars in accordance
with the Receiving Document No. 86-Hsin-Den-Tze No. 220250 on June 16, 1997
issued by the Office of Land Administration, Hsintien City, Taipei.
BTAIPEI
Agreed by: Bank Taipei
Person-in-charge: Ho, Show-Xxxxx
Address: Xx. 00, Xxxxxxx Xxxx Xxxx, Xxxxxxx 0, Xxxxxx
Agent: Bank Taipei, Chungho Branch (Office)
Manager (Supervisor): Pan, Xxxx-Xxxxxx (sealed)
Address: Xx. 00, XxxxxxxXx Xxxx, Xxxxxx Xxxx, Xxxxxx
Date: 8 October 2001
Form No. A87018790
Mortgage Cancellation Agreement
Ref. No.: Bank Xxxxxx-Xxxxxxx-Xxx Xx.0
Due to debt repaid, Xxxx, Xx-Xxxx agrees to cancel all mortgage registration at
the maximum amount of SEVENTEEN MILLION AND FIVE HUNDRED THOUSAND New
Taiwan Dollars in accordance with the Receiving Document No.
86-Hsin-Den-Tze No. 220260 on June 16, 1997 issued by the Office of Land
Administration, Hsintien City, Taipei.
BTAIPEI
Agreed by: Bank Taipei
Person-in-charge: Ho, Show-Xxxxx
Address: Xx. 00, Xxxxxxx Xxxx Xxxx, Xxxxxxx 0, Xxxxxx
Agent: Bank Taipei, Chungho Branch (Office)
Manager (Supervisor): Pan, Xxxx-Xxxxxx (sealed)
Address: Xx. 00, XxxxxxxXx Xxxx, Xxxxxx Xxxx, Xxxxxx
Date: 8 October 2001
Form No. X00000000
