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EXHIBIT 4.5
TRANSLATION
SALE AND PURCHASE AGREEMENT OF BLOCK G BUILDING
Shenzhen Shekou Real Property Company and Jetcrown Industrial
(Shenzhen) Limited, through sufficient negotiation, they concluded the following
agreement:
1. Shenzhen Shekou Real Property Company will sell a block of
building i.e. Block G, Wing Village Industrial Estate, NanShui to
Jetcrown Industrial (Shenzhen) Limited. The selling price is
DOLLARS TWELVE THOUSAND MILLION RENMINBI (RMB 12,000,000.00).
The transaction takes effect on November 16, 2000. After that
date, Jetcrown Industrial (Shenzhen) Limited is not required to
pay the rental. In principle, Jetcrown Industrial (Shenzhen)
Limited already owns the property right of Block G, only pending
for handling the transfer of property right procedures. The
construction structure of Block G is complex in form, the
construction area is 10,368.50 square meters. The Property
Certificate No.: 4000021369.
2. Because of financial dispute, the Block G building has been
confiscated and sealed by Senior People's Court of GuangDong
Province. During this period, Shenzhen Shekou Real Property
Company does not has the right to transfer the property right of
Block G, as such, after signing this contract, Jetcrown
Industrial (Shenzhen) Limited agrees to pay DOLLARS EIGHT
MILLION RENMINBI (RMB8,000,000.00) in advance to Shenzhen
Shekou Real Property Company, so that Shenzhen Shekou Real
Property Company can settle the financial dispute and as a result
to release the confiscation and seal order of the court. At the
same time, this amount is also treated as the down payment of
purchasing Block G building. The balance payment will only be
paid only after the Senior People's Court release the order and
both parties sign a formal property right transfer contract.
3. Jetcrown Industrial (Shenzhen) Limited should pay DOLLARS EIGHT
MILLION RENMINBI (RMB8,000,000.00) to Shenzhen Shekou Real
Property Company on or before October 27, 2000. After both
parties sign the formal "Property Sale and Purchase Agreement",
Shenzhen Shekou Real Property Company will refund the previous
rental deposit of Block G to Jetcrown Industrial (Shenzhen)
Limited.
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4. Shenzhen Shekou Real Property Company promise: Within two months
from receiving DOLLARS EIGHT MILLION RENMINBI (RMB8,000,000.00)
from Jetcrown Industrial (Shenzhen) Limited, Shenzhen Shekou Real
Property Company should complete all the procedures for Senior
People's Court to release the confiscation and seal order. And
within one week from releasing the order, Shenzhen Shekou Real
Property Company should sign the formal "Property Sale and
Purchase Agreement" with Jetcrown Industrial (Shenzhen) Limited
at once. Moreover, Shenzhen Shekou Real Property Company should
complete all the documents relating to the Property Right
Certificate with Country Property Council. All expenses incurred
relating to handling these documents should be borne by Shenzhen
Shekou Real Property Company. (Except the contract tax set by the
Country)
5. The execution of the aforementioned terms should still go on, no
matter there is any other financial problem of both parties.
Otherwise, the party in breach of contract should additional pay
30% indemnity i.e. DOLLARS THREE MILLION SIX HUNDRED THOUSAND
RENMINBI (RMB3,600,000.00) to the other party.
6. Shenzhen Shekou Real Property Company will not sign a new
contract or renew contract with other parties in relation to the
leasing of the property in Block G and he has the responsibility
to inform the tenant to move out upon the expiry of the contract
on or before November 1.
7. This contract is made in three copies, each party will keep one
and will has one copy. This contract takes effect after three
parties sign the contract. 1
Jetcrown Industrial (Shenzhen) Limited
Authorized Representative: (Signed & Chopped)
Shenzhen Shekou Real Property Company
Authorized Representative: (Signed & Chopped)
Arbitrator: (Signed)
October 25, 2000
