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EX-10.21 4
ENGLISH TRANSLATION OF FORM OF REAL
PROPERTY PRE-SALE CONTRACT
EXHIBIT 10.21
BF
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20
05
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0116
Contract No: Y1056372
Beijing Commodity Real Property Pre-
sale Contract
(for non-
residential real property intended for
commercial/office use)
Seller: Beijing Fangheng Land Co., Ltd.
Buyer: AutoNavi Software
Co., Ltd.
No. of Pre-sale
Permit: Jing Fang Shou Zheng Zi (2010) No. 179
Name of Project: Focus
Square
Location: Room 1615,
13/F, Building Complex A3, Section A, Plot # 6-10,
Zone B,
Wangjing New City, Chaoyang
District
Beijing Municipal
Commission of Housing and Urban-Rural Development
Beijing Municipal
Administration for Industry and Commerce
Printed on: September 7,
2010
1
Special Notes:
The commodity real property you intend
to purchase is planned for office use for a tenure
of
fifty (50) years, the land covered
by which is for comprehensive use (type of land).
The seller
shall construct and put on
sale the real property in compliance with the
conditions under the
Construction
Project Planning Permit
issued by the
competent authorities of planning
administration, without making
unauthorized alterations. In the course of using
the real
property, the buyer shall not
change its intended use, main architectural
structure or
load-bearing structure
without authorization.
Should the seller sell the real
property intended for office use as a residential
estate without
the approval of the
planning authorities, the buyer would exposure to
risks in terms of
property ownership,
municipal infrastructure, taxation and public
security etc. Please DO
NOT purchase
any of such real property.
2
Notes
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1.
This
Beijing Commodity Real Property Pre-
sale Contract
is a model contract,
jointly
formulated by the Beijing
Municipal Commission of Housing and Urban-Rural
Construction
and the Beijing Municipal
Administration for Industry and Commerce, and
could be used
as a standard form pre-
sale contract with respect to non-residential
estate for
commercial/office use.
2.
The seller shall, prior to the signing
of this Contract, present to the buyer the
Commodity
Real Property Pre-
sale Permit
and other relevant
certificates/supporting documents.
3.
This contract shall be executed by the
parties concerned based on the principles of
voluntariness, equity and good faith.
Neither party may impose his own will on the other
party. The parties concerned may amend,
supplement and delete the clauses herein
contained. Upon the effectiveness of
this Contract, the printed contents that are not
amended shall be deemed as the agreed
covenants between the parties concerned.
4.
Prior to the signing of this Contract,
the buyer shall carefully read the provisions
herein
contained, and shall pay
particular attention to sections that are optional
or subject to
supplement, completion or
amendment.
5.
In conformity
to the principle of voluntariness, blank lines are
left at the end of relevant
clauses
herein for discretionary or supplementary
agreement between the parties. With
respect to matters that are not covered
hereunder or are not specified in detail, the
seller and the buyer may, in the light
of the specific situations of the project on sale,
either enter into a fair and reasonable
supplementary agreement, or fill in blank lines
with additional provisions
supplementary to the relevant clauses.
6.
Contents within the brackets that are
optional, those to be filled in the blank lines
and
those subject to deletion or
addition shall be decided by the parties upon
consultation.
Contents
wi
thin the brackets that are optional
shall be marked with “
”. Where the
agreed circumstances are in disparity
with reality or the parties agree not to make
provisions hereunder, it shall be
marked with “x” in blank lines, which means that
such
contents are deleted.
7.
In the case of any dispute arising out
of the performance hereof, either party may file a
lawsuit in the People’s Court where the
commodity estate is situated or refer it to an
arbitration commission for arbitration.
In the case of arbitration, the dispute may be
referred to the Beijing Arbitration
Commission, the China International Economic and
Trade Arbitration Commission or an
arbitration commission outside Beijing.
8.
The parties concerned may decide the
number of the originals of this Contract based on
the actual situations. Before the
contract is executed, both parties shall carefully
read
and ensure that every copy of this
contract is the same as each other. In any case,
the
buyer shall keep at least one
original of this Contract.
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Beijing
Commodity Real Property Pre-sale Contract
Seller: Beijing Fangheng Land Co.,Ltd.
Correspondence Address: No. 18, Dasheng
Road, Miyun Industrial Development Zone,
Beijing
Postal
Code: 101500
Registration No. of Business License:
8054(2-1)
No. of
Enterprise Qualification Certificate: Jian Kai Qi
[2007] No. 586
Legal Representative: Yang
Wenhua
Phone
Number:
Authorized Agent: Wu
Li
Phone
Number:
Authorized Sales Agency:
Beijing Qunlida Real Estate Brokerage C.,
Ltd.
Correspondence Address: 3032, Zifeng
Tower, No. 1, Dayabao Valley, Dongcheng
District
Postal
Code: 100730
Registration No. of Business License:
3197
No. of
Enterprise Qualification Certificate of the
Authorized Sales Agency: Jing Jing JI (2005)
No. 3538
Name of Sales Agent: An Na
No. of Qualification
Certificate of the Commodity Estate Sales Agent:
Jing Jian Xiao 18230
Buyer: AutoNavi Software
Co., Ltd.
Legal
Representative: Hou Jun
N
ationality:
No.
of Business License: 298
Date of Birth:
Y/M/D
Gender:
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Correspondence Address: 18/F, South
Tower, Daheng Science and Technology Building, No.
3, Suzhou Street, Haidian District,
Beijing
Postal Code: 100080
Phone Number:
Agent:
Authorized Agent: Gao Jie
Nationality:
Chinese
ID
Card:
Date of Birth:
Gender:
Correspondence Address:
18/F, South Tower, Daheng Science and Technology
Building, No.
3, Suzhou Street, Haidian
District, Beijing
Postal Code:
100080
Phone Number:
In accordance with the
Contract Law of the People’s Republic
of China
, the
Law of the
People’s Republic of China on
Administr
ation of Urban Real
Estate
, the
Administrative
Measures of Beijing Municipality on
Urban Real Estate Transfer
and other
relevant laws and
regulations, the
Seller and the Buyer hereto reach the following
agreement with respect to
the pre-sale
of commodity real property based on the principles
of equality, voluntariness,
fairness
and consensus.
Article I
Basis for Project Construction
The Seller has acquired the state-owned
land use rights over the plot located in the
Chaoyang
District by means of transfer.
The number of the
Certificate for Use
of State-owned Land
in
respect of such plot is: Jing Chao Guo
Yong (2004 Chu) No. 0674. The plot covers an area
of
6,504.9m
2
,
intended for comprehensive use, land use rights
pertaining to which shall be
effective
from August 29, 2004 to August 28, 2054. The
transfer contract of state-owned land
use rights concerning such plot is
numbered Contract No.: Jing Di Chu [He] (2004) No.
782,
under which the land where the
commodity real property to be purchased by the
Buyer
(h
ereinafter referred
as the “Commodity Real Property”) is located is
planned for
comprehensive purposes for
a period from August 29, 2004 to August 28, 2054.
Upon approval, the interim
name of the Commodity Real Property to be built by
the Seller on
the above mentioned plot
is Focus Square. The
Construction
Planning Permits
are numbered:
2006 Gui Jian Zi No. 0238, 2008 Gui Fu
Han Zi No. 0013 and 2010 Gui Fu Han Zi No. 0110.
The
number of the
Construction Work Permit
is
[2006] Shi (Chao) Jian Zi No. 0120. The
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construction
commencement and completion dates provided in the
Construction Contract
are June 30, 2006 and October 5, 2010,
respectively.
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Article II Legal Basis for Pre-sale
The Commodity Real Property
has been approved by the Beijing Municipal
Commission of
Housing and Urban-Rural
Development for pre-sale, with a
Pre-
Sale Permit
numbered Jing
Fang Shou Zheng Zi (2010) No. 179.
Article III General
Information
The Commodity
Real Property is located at Room 1615, 13/F,
Building Complex A3, Section A,
Plot
#6-#10, Zone B, Wangjing New City, Chaoyang
District.
The main
architectural structure of the building comprising
the Commodity Real Property is
reinforced concrete structure. The
building has 39 floors, including 36 aboveground
and 3
underground.
The Commodity Real Property shall be
Room 1615 located on the
13
th
floor of A3 Complex
Building in the project described in
Article above, with the room number (for temporary
use
only) subject to the final approval
of the authorities of public security
administration. The
layout of this
Commodity Real Property and its location plan in
the entire building shall be
attached
hereto as Appendix I.
This
Commodity Real Property is used for office
purposes, of a floor height of 3.7 meters, and
in the case of a pitched floor, a net
height of x meters minimally and x meters
maximally.
The direction of this
Commodity Real Property is towards southwest.
There are 0 balconies,
of which 0 is
closed and 0 is open.
The
surveying and mapping institute appointed by the
Seller is Beijing Jinfang Xingye
Surveying and Mapping Co., Ltd. which
estimated a gross floor area of
120.64m
2
, including an
internal floor area of
75.53m
2
and shared common
areas and public rooms of 45.11
m
2
.
Descriptions
of common areas and rooms included as a portion of
the said floor area are
included in
Appendix 2 hereto.
At the
time when this Contract is executed, the
construction progress of the building
comprising this Commodity Real Property
is x.
The term “floor
height” mentioned above refers
to the
vertical distance between any two
floors or the vertical floor-
to-
ground distance. The term “net floor
height” refers to the
vertical distance
from a floor or the ground to the bottom of the
upper floor or the ceiling.
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Article IV Mortgage
Information
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In terms of
mortgage(s) concerning the Commodity Real
Property, the descriptions in
paragraph
(1) below shall apply.
1.
No mortgage
has been created over the land use rights and
project(s) under
construction
pertaining to the Commodity Real Property.
2.
A
mortgage has been created over the land use rights
pertaining to the Commodity
Real Property, with x as
the mortgagee, and registered with x (the
authority of
mortgage registration) on
x (registration date).
3.
A mortgage has
been created over the project(s) under
construction pertaining to the
Commodity Real Property,
with x as the mortgagee, and registered with x
(the
authority of mortgage
registration) on x (registration date).
x
Please see Appendix 3 for the
certificate(s)
indicating the
mortgagee’s consent to the
pre-sale of
the Commodity Real Property and the relevant
mortgage provisions.
Article V Pricing Method and Purchase
Price
If the Commodity Real
Property is not the entire building or a garage
(parking lot), the Seller
and the Buyer
agree to calculate its price as indicated in the
first paragraph below.
If
the Commodity Real Property constitutes the
[entire building]/[garage]/[parking lot], the
Seller and the Buyer agree to calculate
the price of the Commodity Real Property as
indicated in the first paragraph below.
1.
The price of the Commodity Real
Property will be calculated based on the internal
floor area at a
unit price of RMB 45,118.44
/m
2
, for a total price of
RMB three million
four hundred and
seven thousand seven hundred and ninety-six (in
words).
2.
The price of the Commodity Real
Property will be calculated based on the gross
floor
area at a unit price of RMB x
/m
2
, for a total price of
RMB x (in words).
3.
The price of
the Commodity Real Property will be calculated by
unit, whose total
price is RMB x (in
words).
4.
The price of the Commodity Real
Property will be calculated based on
, for a
total price of RMB x (in
words).
Please see detailed
provisions in Appendix IV.
The term “floor area” mentioned in this
clause means the total horizontal area of all
floors within and above the plinth of
exterior walls (columns) of the building,
including
balcony(ies), corridor(s),
basement(s) and outdoor stairs etc., and the
building must be
a permanent
construction with a roof and a minimal height of
2.20m.
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The term
“internal floor area” mentioned in this clause
means the sum of usable area,
floor
area of interior walls and the floor area of
balcony(ies) within the Commodity Real
Property (unit).
Article VI Method and Terms of Payment
The Buyer will pay the
purchase price as required in paragraph 4 below:
1. The purchase price shall
be paid in a lump sum;
2.
The purchase price shall be paid in installments;
3. The purchase price shall
be paid by loans. The Buyer may pay a down payment
equal
to
%
of the total purchase price, and the outstanding
amount may be paid through a loan
provided by
Bank or x.
4.
The purchase price shall be paid by other means.
Please see Appendix 5 for
detailed provisions on the method and terms of
payment.
Article VII
The
Seller undertakes that the ownership of the
Commodity Real Property is not
disputed. In the event that the
ownership registration is frustrated or debt
disputes arise in
relation to the
Commodity Real Property due to reasons
attributable to the Seller, the Seller
shall assume relevant liabilities
accordingly.
x.
Article VIII Provisions on Planning
Changes
The Seller shall
construct the Commodity Real Property in
compliance with the conditions
under
the
Construction Project Planning
Permit
issued by the competent
authorities of
planning administration,
without making unauthorized alterations.
In the event that the
Seller needs to modify the conditions under the
Construction Planning
Permit
, the Seller shall
obtain a written consent of the Buyer and the
approval of the
competent authorities
of planning administration. Where the Buyer’s
rights and interests are
damaged due to
such modification, the Seller shall provide
appropriate compensation to the
Buyer.
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Article IX
Provisions on Design Changes
(I).
Subject to the approval of the design
review agency appointed by the competent
authorities of
planning administration, if any of the following
changes to the design
drawings has an
impact on the quality or function of the Commodity
Real Property to
be bought by the
Buyer, the Seller shall notify the Buyer in
writing within ten
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(10) days
after the approval of such changes granted by the
design review agency:
(1)
the
structure, layout, space dimension, direction of
the Commodity Real
Property;
(2)
Method of heat supply;
(3)
x;
(4)
x;
(5)
x.
If the Seller fails to
notify the Buyer within the period prescribed
above, the Buyer
shall have the right
to cancel its purchase of the Commodity Real
Property from
the Seller.
(II).
T
he Buyer shall reply to the
Seller in writing within fifteen (15) days
following the
service of the said notice indicating
whether it will return the Commodity Real
Property. If the Buyer fails to give a
written reply within the abovementioned period,
it shall be deemed to have accepted the
relevant changes.
(III).
I
f the Buyer elects to
return the Commodity Real Property, the Seller
shall, within
sixty (60) days after the
service of the cancellation notice, refund to the
Buyer the
purchase price already paid, together
with interest accrued thereon at the term
deposit rate announced by the People’s
Bank of China for the same period
. If
the
Buyer elects not to return the
Commodity Real Property, the Buyer shall otherwise
sign a supplementary agreement with the
Seller.
If the Buyer does
not elect to return the Commodity Real Property
and fails to enter
into a supplementary
agreement with the Seller within thirty (30) days
following the
service of the notice on
design changes, it shall be deemed to have
accepted such
changes.
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Article X Liabilities for
Overdue Payment
If the
Buyer fails to pay the purchase price as
scheduled, the provisions set out in
paragraph 1 below shall apply:
1.
The following provisions will apply,
respectively, depending on how long the payment
is overdue (Sub-items (1) and (2) are
not cumulative)
(1)
If the
payment is overdue for less than sixty (60) days,
the Buyer shall pay the
Seller a
default penalty, at a daily rate of 0.02% from the
day immediately next
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to the
expiry date of the agreed payment period to the
date of actual payment of
the overdue
price, to the Seller on the same day as the actual
payment is made.
In this case, this
Contract continues and remains in effect.
(2)
If the payment is overdue for more than
sixty (60) days (the number of days
mentioned here shall be the same as
that agreed in paragraph (1) above), the
Seller shall be entitled to terminate
this Contract, in which case, the Buyer shall,
within thirty (30) days following the
service of the termination notice, pay to the
Seller a default penalty equal to 3% of
the cumulative overdue amount, and the
Seller shall refund to the Buyer in
full the purchase price already paid. If the
Buyer is
willing to continue to perform this Contract, this
Contract may continue
to be performed
with the consent of the Seller, in which
circumstance, the Buyer
shall pay a
default penalty, at a rate of 0.03% (this ratio
shall not be less than
that specified
in the preceding paragraph) from the day
immediately next to the
expiry date of
the agreed payment period to the date of actual
payment of the
overdue price, to the
Seller on the same day as the payment of the
overdue price
is made.
The overdue price mentioned in this
clause shall refer to the balance between the
price payable as agreed in Article 6
and the amount already paid; in the case that
the price is paid in installments, the
balance shall be the difference between the
installment payable and the amount
already paid for such installment.
2.
x.
Article XI Delivery Conditions
(I).
The Seller shall deliver this Commodity
Real Property to the Buyer prior to January 7,
2011.
(II).
T
his Commodity Real Property
shall be in compliance with the conditions as
stated in
the
Items 1, 2, x, x, x, x, x below; in case the
Commodity Real Property is intended
for
residential purposes, the Seller shall also
provide the
Quality Warranty of
Residential Property
and the
Instructions on Use of Residential
Property
.
1.
Approval
documents on planning acceptance and the
registration form on
completion acceptance of construction
project concerning the Commodity Real
Property have been obtained;
2.
A surveying and mapping institution
with competent qualifications has issued a
technical report on the actual surveyed
area of the Commodity Real Property;
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3.
The Seller has obtained the property
ownership certificate of the building
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comprising
the Commodity Real Property;
4.
Municipal
infrastructure conditions promised by the Seller
as stipulated in Article
12 herein have
been satisfied;
5.
Where the
Commodity Real Property is for residential
purposes, the Seller shall
provide a
Form on Quality Acceptance of
Residential Units
.
6.
x.
7.
x.
Article XII Warranties on Municipal
Infrastructure and Other Facilities
The Seller warrants that municipal
infrastructure and other facilities directly
related to
the normal use of the
Commodity Real Property will satisfy the following
requirements
upon the agreed date:
1.
Municipal Infrastructure
(1)
Water supply
and drainage: to meet conditions of use by October
18, 2010;
(2)
Electric power supply: to meet
conditions of use by October 18, 2010;
(3)
Heating
supply: to meet conditions of use by November 15,
2010;
(4)
Gas: to meet x by x;
(5)
Air-
conditioning: to meet conditions of use by May 1,
2011.
(6)
Elevators: to meet conditions of use by
October 18, 2010.
Should
the conditions fail to be satisfied within the
specified period, the Parties
agree
that the provisions below shall apply:
(1)
The Seller shall take appropriate
measures to ensure conditions of use be
satisfied within thirty (30) days upon
the expiry of the agreed period;
(2)
x.
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2.
Other
Facilities
(1)
Public greening area: a portion thereof
meeting conditions of use by October 18,
2010;
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(2)
Public roads:
a portion thereof meeting conditions of use by
October 18, 2010;
(3)
Public
parking lot: a portion thereof meeting conditions
of use by October 18,
2010;
(4)
Kindergarten:
x by x;
(5)
School: x by x;
(6)
Club: x by x;
(7)
Shopping center: x by x;
(8)
Sports
facilities: x by x;
(9)
x;
(10)
x.
Should the
conditions fail to be satisfied within the
specified period, the Parties
agree
that the provisions below shall apply:
(1)
The Seller
shall take appropriate measures to ensure
conditions of use be
satisfied within
thirty (30) days upon the expiry of the agreed
period;
(2)
x.
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Article XIII
Liabilities for Overdue Delivery of Commodity Real
Property
Except in any
force majeure event, in the case that the Seller
fails to deliver the
Commodity Real
Property to the Buyer in accordance with the
timeframe and
conditions stipulated in
Article 11, the provisions in paragraph 1 below
shall apply:
1.
The following provisions will apply,
respectively, depending on how long the payment
is overdue (Sub-item (1) and Sub-item
(2) are not cumulative).
(1)
If delivery
is overdue for less than sixty (60) days (the
number of days filled in
here shall not
be less than the term stipulated in sub-item (1)
of Article 10), the
Seller shall pay
the Buyer a default penalty at a daily rate of
.02%
(this ratio
shall not be less than that
stipulated in sub-item (1) of Article 10 ) of the
purchase price already paid by the
Buyer from the day immediately next to the
expiry date of the delivery period
agreed in Article 11 to the date of actual
delivery of the Commodity Real
Property. And the Seller shall pay the aforesaid
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default
penalty to the Buyer within thirty (30) days upon
the actual delivery of
the Commodity
Real Property. In this case, this Contract
continues and remains
in effect.
(2)
If delivery is overdue for more than
sixty (60) days (the number of days in shall
be the same as the number indicated in
Sub-item (1) above), the Buyer shall be
entitled to cancel its purchase of the
Commodity Real Property. In the case that
the Buyer elects to return the
Commodity Real Property, the Seller shall, within
thirty (30) days upon the service of
the cancellation notice, refund to the Buyer
all prices that the Buyer has paid, and
shall also pay the Buyer a default penalty
equal to 3 % of
the total amount paid by the Buyer. If the Buyer
elects to
continue the performance
hereof, this Contract shall be performed
accordingly,
in which case, the Seller
shall pay a default penalty, at a daily rate of
0.03% (this
ratio shall not be less
than that specified in sub-item (1) above) of the
prices
that the Buyer has paid from the
day immediately next to the expiry date of the
delivery period agreed in Article 11 to
the date of actual delivery of the
Commodity Real Property, to the Buyer
within thirty (30) days upon the date of
actual delivery of the Commodity Real
Property.
2.
x.
Article XIV Arrangements in
Case of Area Difference
The
Seller shall, at the time of delivery, produce to
the Buyer the technical report on
the
actual measured area of the Commodity Real
Property issued by such surveying and
mapping institution with competent
qualifications as appointed by the Seller, and
shall
provide the Buyer with data on
the actual measured area of the Commodity Real
Property (hereinafter referred to as
the “Actual Area”). In the case that there is a
difference between the Actual Area and
the estimated area referred to in Article 3,
both Parties agree that the provisions
of paragraph 1 below will apply:
1.
Where pricing
is based on internal floor area as agreed in
Article 5, the Parties agree
that the
following principles shall apply in determining
the purchase price:
(1)
If, in terms
of internal floor area, the absolute error is
below 3% (inclusive), the
price of the
Commodity Real Property shall be settled based on
the Actual Area;
(2)
If, in terms
of internal floor area, the absolute error is
above 3%, the Buyer shall
have the
rights to return the Commodity Real Property.
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If
the Buyer elects to return the Commodity Real
Property, the Seller shall, within
thirty (30) days upon the service of
the cancellation notice, refund to the Buyer the
purchase price already paid by the
Buyer, together with interest accrued thereon at
the
term deposit rate announced by the
People’s Bank of China for the same
period
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In the case
that the Buyer elects not to return the Commodity
Real Property, if the
internal floor
area actually measured exceeds the estimated, the
purchase price
corresponding to
additional internal floor area below the absolute
error of 3% (inclusive)
shall be paid
by the Buyer, and the price of additional area
above the absolute error of
3% shall be
assumed by the Seller, with the property ownership
of the entire
Commodity Real Property
held by the Buyer. If the internal floor area
actually
measured is less than the
estimated, the Seller shall refund to the Buyer
the price
corresponding to the area
difference below 3% (inclusive), and twice the
price
corresponding to the area
difference above 3%.
Absolute Error in Internal Floor Area =
(Internal floor area actually measured -
Estimated internal floor area) /
Estimated internal floor area × 100%
2.
Where pricing
is based on floor area as agreed in Article 5, the
Parties agree that the
following
principles shall apply in determining the purchase
price:
(1)
If, in terms of both floor area and
internal floor area, the absolute error is below
3% (inclusive),
the price of the Commodity Real Property shall be
settled based
on the Actual Area;
(2)
If, in terms of either floor area or
internal floor area, the absolute error exceeds
3% (inclusive),
the Buyer shall have the right to return the
Commodity Real
Property.
If the Buyer elects to return the
Commodity Real Property, the Seller shall, within
thirty (30) days upon the service of
the cancellation notice, refund to the Buyer
the purchase price paid by the Buyer,
together with interest accrued thereon at
the X (interest rate).
In the case that the Buyer elects not
to return the Commodity Real Property, if
the Actual Area exceeds the estimated,
the purchase price corresponding to
additional area below the absolute
error of 3% (inclusive) shall be paid by the
Buyer, and the price of additional area
above the absolute error of 3% shall be
assumed by the Seller, with the
property ownership of the entire Commodity Real
Property held by the Buyer. If the
Actual Area is less than the agreed area, the
Seller shall refund to the Buyer the
price corresponding to the area difference
below 3% (inclusive), and twice the
price corresponding to the area difference
above 3%.
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Absolute Error in Floor Area = (Actual
Area - Estimated floor area) / Estimated
floor area × 100%
3.
The Parties
otherwise agree as follows:
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x.
Article XV Handover
Procedure
(I).
If and when
the Commodity Real Property conforms to the
delivery conditions agreed
in Article
11, the Seller shall, seven (7) days prior to the
delivery date, notify the
Buyer in
writing of the time and place of delivery, as well
as certificates to be present
in order
to complete the handover procedure. At the time of
acceptance and
handover of the
Commodity Real Property, the Seller shall produce
the certification
documents set out in Article 11 and
satisfy such other conditions as stipulated in
Article 11. In the case that the Seller
fails to produce any or all of such
documentation, or the Seller fails to
satisfy such other conditions as agreed in Article
11, the Buyer shall have the right to
refuse to accept the Commodity Real Property,
in which case, the Seller shall be
liable for overdue delivery of the Commodity Real
Property and the provisions of Article
13 shall apply.
(II).
A
fter the Commodity Real
Property is accepted and handed over, the Parties
hereto
shall
sign a
Commodity Real Property Handover
List
. The Parties hereto agree that, if
the handover procedure fails to be
completed on schedule due to reasons
attributable to the Buyer, the
provisions stated below shall apply:
1. The Commodity Real Property shall be
deemed to have met the delivery
conditions and delivered to the Buyer.
2. The Seller shall take
custody of the Commodity Real Property for and on
behalf
of the Buyer until the Buyer
takes over the Commodity Real Property.
3. The Buyer shall be
liable for costs incurred during the period of
custody
(including, without limitation,
property management fees), and shall first settle
the said costs before taking over the
Commodity Real Property.
4.
If the Buyer fails to take over the Commodity Real
Property within one year of
the
delivery date, the Seller shall have the right to
unilaterally terminate this
Contract.
Upon termination, the ownership of the Commodity
Real Property shall
belong to the
Seller and the purchase price paid by the Buyer
shall be refunded
(without interest)
after deduction therefrom of, without limitation,
custody costs,
property management
fees, heating expenses and a default penalty equal
to 3% of
the total purchase price, etc.
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(III).
T
he Parties agree that taxes
and charges will be paid in accordance with the
method
stipulated in paragraph 2 below:
1.
The Seller shall not require that
payment of taxes and charges by the Buyer
be a prerequisite condition for
delivery of the Commodity Real Property.
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2.
The Buyer
agrees to entrust the Seller or the agencies
appointed by the Seller
to pay on its
behalf taxes and charges listed in paragraphs 2,
5, 6, x, x, x
below, and shall pay such taxes and
charges to the Seller or the agencies
appointed by the Seller at the time of
taking over the Commodity Real
Property.
(1)
Special
maintenance fund;
(2)
Deed tax;
(3)
Property management fees agreed in
Article 22;
(4)
Heating expenses;
(5)
Fees to
agencies engaged to complete formalities for the
ownership of
the Commodity Real
Property.
(6)
Other costs and expenses incurred in
obtaining the ownership of the
Commodity Real Property.
3.
The Buyer
agrees to pay taxes and charges listed in
paragraphs x, x, x, x, x, x
below to the competent authorities by
itself and to produce relevant
payment
certificates to the Seller at the time of
acceptance of the
Commodity Real
Property.
(1)
Special maintenance fund;
(2)
Deed tax;
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(3)
Property
management fees agreed in Article 22;
(4)
Heating
expenses;
(5)
x.
(6)
x.
Article XVI Provisions on
Quality, Decoration and Equipment Standards for
the
Commodity Real Property
(I).
The Seller undertakes that qualified
building materials and accessories will be used to
construct the
Commodity Real Property and the Commodity Real
Property will comply
with the national
and municipal norms and standards on construction
quality and the
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requirements
of design drawings.
(II).
T
he Seller and Buyer agree
as follows:
1.
If the quality of the foundation and
main structure of the Commodity Real
Property is proved unqualified upon
inspection, the Buyer shall have the right
to return the Commodity Real Property,
in which case, the Seller shall,
within
sixty (60) days upon the service of the notice on
returning the
Commodity Real Property, refund in full
to the Buyer the purchase price
already
paid, together with interest accrued thereon at
the term deposit
rate announced by the
People’s Bank of China for
the same
period, and
where losses are caused to
the Buyer, the Seller shall be liable for
compensation. Inspection fees incurred
thereby shall be assumed by the
Seller.
If the Buyer elects to
continue to perform this Contract, the Parties
shall otherwise enter into a
supplementary agreement.
x.
2.
If the indoor air quality of the
Commodity Real Property fails to meet the
national standards upon inspection, the
Buyer shall, within sixty (60) days
upon the delivery of the Commodity Real
Property (this period shall not be
less
than sixty (60) days), have the right to return
the Commodity Real
Property. If the
Buyer elects to return the Commodity Real
Property, the
Seller shall, within sixty (60) days
upon the service of the notice on returning
the Commodity Real Property, refund in
full to the Buyer the purchase price
already, together with interest accrued
thereon at the term deposit rate
announced by the People’s Bank of China
for the same period
, and where
losses are caused to the Buyer, the
Seller shall be liable for compensation.
Inspection fees incurred thereby shall
be assumed by the Seller.
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If the Buyer elects not to return the
Commodity or more than sixty
(60) days
has elapsed after the delivery of the Commodity
Real
Property, the Buyer and the Seller
shall otherwise enter into a
supplementary agreement.
x
3.
At the time of
delivery, the Commodity Real Property shall have
been proved
qualified upon inspections
by the relevant engineering, surveying, design,
construction
and supervision agencies, respectively. The Seller
shall inspect
and examine the Commodity
Real Property together with the Buyer. The
Parties agree that, if any issues
arise, the provisions set out in paragraph
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(2) below
shall apply:
(1)
The Seller
shall deliver the repaired Commodity Real Property
within x
days,
and shall assume liabilities for overdue delivery
of the Commodity
Real Property as
agreed in Article 13.
x
(2)
The Seller shall repair, at its own
costs and in accordance with the
national and municipal norms and
standards on construction quality, the
Commodity Real Property
within X days upon the delivery of the
Commodity Real Property. The Seller
shall be liable for compensation to
the
Buyer for any and all losses sustained by the
Buyer.
(3)
In respect of
qualify defects that are recognized and confirmed
by the
Parties,
the Seller shall be liable for making corrections,
at its own cost,
in accordance with the
national and municipal norms and standards after
delivering the Commodity Real Property.
4.
Decoration and equipment in relation to
the Commodity Real Property
delivered by the Seller
shall comply with the standards agreed by the
Parties,
failing which, the Buyer shall
have the right to require the Seller to assume
such liabilities as set out in
paragraph (2) below:
(1)
The Seller
shall compensate twice the price difference in
terms of
decoration and equipment.
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(2)
The Seller
shall re-decorate and re-equip the Commodity Real
Property in
compliance with the
standards agreed by the Parties.
(3)
x.
Please see Appendix 6 for
specific standards on decoration and
equipment.
(III).
I
n the case of any dispute
arising between the Buyer and the Seller in terms
of
construction
quality, either of the Parties may entrust a
quality inspection institute
with
competent qualifications to carry out an
inspection, and both Parties shall be
obliged to provide assistance and
cooperation in the course of inspection.
x.
Article XVII Warranty Responsibilities
for Residential Property
(I).
If the Commodity Real Property is
intended for residential purposes, the Seller
shall,
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from the
delivery of the Commodity Real Property, assume
relevant warranty
responsibilities in
accordance with the undertakings in the
Quality Warranty of
Residential Property
.
If the Commodity Real
Property is intended for non-residential purposes,
the
Parties shall enter into a
supplementary agreement to specify the scope,
period
and responsibilities of warranty
in detail.
(II).
F
or any quality problem of
the Commodity Real Property occurring within the
scope
and period of warranty, if the
Parties reach an agreement on the cancellation of
purchase of the
Commodity Real Property, such agreement shall
apply; if no such
agreement has been
reached, however, the Seller shall perform its
warranty
obligations and the Buyer
shall provide cooperation thereto. The Seller
shall not be
responsible for any and
all damage caused by reasons not attributable to
the Seller.
Article XVIII
Energy Efficiency
If
intended for residential purposes, the Commodity
Real Property shall conform to the
relevant national regulations on energy
efficiency of buildings and the requirements
under the
Energy-Saving
Design Standards for Residential
Buildings
(DBJ01-602-2004)
promulgated by the Beijing Municipal
Commission of Urban Planning and the Beijing
Municipal Commission of Construction,
failing which, the Seller shall, at its own cost,
take additional energy-saving measures
to satisfy the requirements under the said
Standards
, and shall be
liable for compensation for any and all losses
suffered by the
Buyer as a result
thereof.
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Article XIX Undertakings on Use
During its occupancy of the
Commodity Real Property, the Buyer shall not alter
the
main structure, load-bearing
structure and purpose of the Commodity Real
Property
without authorization. Except
as otherwise agreed in this Contract and
supplements
and appendices hereto, the
Buyer shall have the right, during its occupancy
of the
Commodity Real Property, to use
common areas and facilities in relation to the
Commodity Real Property together with
other property rights owners, and shall assume
responsibilities in proportion to its
share of common areas and common rooms.
The Seller shall not change
the intended use of common areas and facilities in
relation
to the Commodity Real Property
without permission.
x.
Article XX Registration of
Property Ownership
(I).
Initial Registration
The Seller shall, prior to January 7,
2012, obtain the property ownership
certificate in respect of the building
comprising the Commodity Real Property. If
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the Seller
fails to obtain such property ownership
certificate within the timeframe
agreed
in this clause due to reasons attributable to the
Seller, the Partier agree
that the
provisions of paragraph 1 below shall apply:
1.
The Buyer shall have the right to
return the Commodity Real Property. If the
Buyer elects to return the Commodity
Real Property, the Seller shall, within
thirty (30) days upon the service of
the notice on returning the Commodity
Real Property, refund to the Buyer the
full amount of purchase price paid by
the Buyer, along with a default penalty
equal to 3 % thereof. If the Buyer
elects not to return the
Commodity Real Property, this Contract shall
continue to be performed, in which
case, the Seller shall pay a default
penalty, at a daily rate of 0.02% of
the total price that the Buyer has paid
from the day immediately next to the
date when the Seller should have
obtained the property ownership
certificate to the actual date of
obtainment, to the Buyer within thirty
(30) days after such property
ownership
certificate has been obtained.
2.
X.
(II).
T
ransfer Registration
1.
Upon the delivery of the Commodity Real
Property, the Parties agree that the
provisions in paragraph (2) below shall
apply:
(1)
The Parties agree to make a joint
effort in applying for registration of
ownership transfer in
respect of the Commodity Real Property with the
competent property ownership
registration authority.
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(2)
The Buyer agrees to entrust Beijing
Xinli Anda Real Estate Brokerage Co.,
Ltd. to apply for registration of
ownership transfer in respect of the
Commodity Real Property
with the competent property ownership
registration authority, with a
commission of RMB one thousand and two
hundred (in words).
2.
If the Buyer fails to obtain the
property ownership certificate of the
Commodity Real Property
within seven hundred and twenty (720) days upon
the actual delivery due to reasons
imputable to the Seller, the Parties agree
that the following paragraph (1) shall
apply:
(1)
The Buyer
shall have the right to return the Commodity Real
Property, in
which case, the Seller shall, within
thirty (30) days upon the service of
the notice on returning the Commodity
Real Property, refund to the
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