Sales and Purchase Contract
Exhibit 10.9
Sales and Purchase Contract
Ref. No: HT-2005-12002
Date: 28th December, 2005
Venue : Shenyang, PRC
This contract is signed between:
| Party A | : Shenyang Yunfeng Real Estate Development Co. Ltd. | |
| (hereinafter called Party A) | ||
| Address | : 00, Xxxxx Xxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxxx | |
| Legal Representative : JIANG Peng | ||
| Party B | : Shenyang Maryland International Industry Co. Ltd. | |
| (hereinafter called Party B) | ||
| Address | : 00, Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx | |
| Legal Representative : JIANG Fang | ||
| 1. | Background of Transaction |
Shenyang Yindu Property Co. Ltd. is a Sino-Foreign joint venture corporation with a registered initial capital of XXX 00 xxxxxxx. The purpose of the formation of the company is the development of a “Xita Project”, a real estate development project. Party A is a majority shareholder of this company with 70% share equity, i.e., XXX 00 million. Party A shall now transfer this share equity to Party B. After the transfer of such share equity, Party B shall become the Chinese Partner of Shenyang Yindu Property Co. Ltd. This contract is hereby signed between both Parties with a fair justification.
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| 2. | Price of Transaction |
Both Parties agreed that the transaction is free.
| 3. | Terms of Payment |
After the transaction of the share equity, Party B becomes the Chinese Partner of Shenyang Yindu Property Co. Ltd, holding 70% share equity. Therefore, a XXX 00 million equity capital should be paid according to the “Shenyang Yindu Property Co. Ltd. Contract” and “the Memorandum of Shenyang Yindu Property Co. Ltd.”.
| 4. | Force Majeure |
Should any term of this contract is not performed by either Party owing to “Force Majeure” such as fire, flooding, earthquake, etc., both Parties shall negotiate, and hence, may delay the execution of the contract.
| 5. | Arbitration |
All disputes arising from the performance of, or relating to this Contract, shall be settled amicably through negotiation. In case no settlement can be reached through negotiation, the case shall then be submitted to the People’s Court of China for arbitration in accordance with its arbitration laws.
| 6. | Others |
Additional terms of this Contract shall be agreed upon by both Parties
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through negotiations. This contract is written in both Chinese and English. Both language versions are equally legitimate. This Contract is written in four originals; each Party holds two.
Signed by Party A, Shenyang Yunfeng Real Estate Development Co. Ltd.:
Representative: JIANG Peng (authorized signature)
Signed by Party B, Shenyang Maryland International Industry Co. Ltd.:
Representative: JIANG Fang (authorized signature)
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